TCR_Public/111220.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, December 20, 2011, Vol. 15, No. 352

                            Headlines

237 EAST: Case Summary & 20 Largest Unsecured Creditors
261 EAST 78: Initial Case Conference Set for Jan. 5
261 EAST 78: Hiring Shaked & Posner as Bankruptcy Counsel
400 BLAIR: Court Denies WF and U.S. Trustee Dismissal Motions
AC PHILLIPS: Status Conference Set for Jan. 23

AMBASSADORS INTERNATIONAL: Whippoorwill Ceases to Own Common Stock
AMERICAN LASER: To Reject 70 Unexpired Leases for Clinics
AMERICAN LASER: Taps BMC Group as Notice and Claims Agent
AMERICAN LASER: Final Hearing on $58MM Versa Loan on Dec. 28
AMERICAN PEGASUS: Seeks U.S. Recognition of Foreign Case

ANCHOR BANCORP: Common Stock Delisted from NASDAQ
ANIXTER INT'L: Fitch Affirm Rating on Sr. Unsecured Debt at 'BB-'
AQUILEX HOLDINGS: Says Restructuring to be Announced This Week
ATLANTIC & PACIFIC: Files Revised Chapter 11 Plan
BANKUNITED FINANCIAL: Committee Files 3rd Amended Liquidation Plan

BATAA/KIERLAND LLC: Gets Additional 90 Days to Solicit Plan Votes
B&B IRON: Case Summary & 20 Largest Unsecured Creditors
BEACON POWER: Judge Gives OK to Sell Energy Storage Plant
BERNARD L. MADOFF: Customers Try Another Tactic to Sue Picower
BEST FOOD: Case Summary & 12 Largest Unsecured Creditors

BLUE SKY: Case Summary & 7 Largest Unsecured Creditors
BONDS.COM GROUP: Michel Daher Discloses 62.2% Equity Stake
BOOMERANG SYSTEMS: Sells $11.6MM of 6% Convert. Promissory Notes
BP CLOTHING: Case Summary & 12 Largest Unsecured Creditors
CARTER'S GROVE: Colonial Williamsburg Wants Trustee Appointed

CATALYST PAPER: Moody's Cuts Corporate Family Rating to 'Caa3'
CENTRAL FALLS: Moody's Confirms 'Caa1' Rating on $20.8-Mil. Debt
CFRI/GREENLAW DYER: Asks Court to Dismiss Chapter 11 Case
CHEYENNE HOTELS: Sec. 341 Creditors' Meeting Set for Jan. 4
CHINA BAK: PKF CPAs Raises Going Concern Doubt

CHRYSLER LLC: Brake Defect Suit Moved to Bankruptcy Court
CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 26% Off in Secondary Market
COMARCO INC: Posts $760,000 Net Loss in Oct. 31 Quarter
CONOLOG CORP: Delays Form 10-Q for Oct. 31 Quarter

COUNTERPATH CORP: Reports $112,000 Net Income in Q2 Ended Oct. 31
CROSS BORDER: Lazarus Investment Discloses 6.2% Equity Stake
CROW PARTNERS: Central Building Has Access to Cash Until March 30
CRYSTAL CATHEDRAL: Court Clears Reorganization Plan, Sale
CULTURE MEDIUM: Posts $316,800 Net Loss in Sept. 30 Quarter

DALLAS HIGH POINT: Sec. 341 Creditors' Meeting Set for Jan. 11
DELTA PETROLEUM: Kerkorian Invested $684 Million
DENNY'S CORP: Adopts a Pre-Arranged Stock Trading Plan
DEX MEDIA EAST: Bank Debt Trades at 54% Off in Secondary Market
DOT VN: Posts $1.5 Million Net Loss in Oct. 31 Quarter

DOT VN: Incurs $1.5 Million Net Loss in Oct. 31 Quarter
EASTMAN KODAK: Facing Hurdles to Financing, Sale Attempts
EDUCATION RESOURCES: Ruling Over First Marblehead Deal Affirmed
EXIDE TECHNOLOGIES: Moody's Affirms CFR at 'B3'; Outlook Stable
EXTERRAN HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating

FRANCISCAN COMMUNITIES: Final Hearing on $4.5MM Loan This Friday
FRANCISCAN COMMUNITIES: Must Exit Bankruptcy by May 2012
FREEDOM MARINE: Case Summary & 10 Largest Unsecured Creditors
FSG-R LLC: Court Approves Case Dismissal, to Pay All Fees
FSG-R: Court OKs Fox Rothschild LLP as Reorganization Counsel

FURNITURE BY THURSTON: Case Now Assigned to Judge Craig Gargotta
FURNITURE GALLERIES: SunTrust Has Green Light to Foreclose
FX4 LLC: Arby's Franchisees in Arizona Files for Bankruptcy
FX4 LLC: Case Summary & 8 Largest Unsecured Creditors
GENERAL MARITIME: NYSE Terminates Registration of Common Stock

GENERAL MARITIME: Judge Approves $175MM Deal With Oaktree
GENERAL MARITIME: Court Approves Sale Procedures
GOLD HILL: Wants Case Dismissed; Says It's Unable to Reorganize
GYMBOREE CORP: Bank Debt Trades at 11% Off in Secondary Market
H&S JOURNAL: US Trustee to Seek Case Dismissal/Conversion Today

HARTFORD COMPUTER: Case Summary & 30 Largest Unsecured Creditors
HAWAII MEDICAL: Siemens Says Supplement Unclear on Cure Amounts
HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off
HEALTHWAYS INC: Moody's Lowers Corporate Family Rating to 'Ba3'
HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 15

HMC/CAH CONSOLIDATED: Court OKs Kilpatrick as Committee Counsel
HOLDINGS OF EVANS: 2010-1 SFG Withdraws Plea Prohibiting Cash Use
HOVNANIAN ENTERPRISES: Incurs $286-Mil. Net Loss in Fiscal Q4
HOWREY LLP: Creditors Accuse Wiley Rein of Overbilling
HUPAH FINANCE: Moody's Cuts Secured Credit Facility Rating to B1

HUSSEY COPPER: Patriarch Partners Closes Buyout
IMPERIAL SUGAR: Expects Net Loss of $50-$55 Million in Fiscal 2011
IMPERIAL PETROLEUM: Incurs $1 Million Net Loss in Oct. 31 Quarter
INNOVIDA HOLDINGS: Judge Rejects Plan, Converts Case to Chapter 7
IRVINE SENSORS: Secures $5 Million Revolving Credit Facility

JAMES A MEIS: Court Rules on Avoidance Suit v. Wells Fargo
KLN STEEL: Hires Conway Mackenzie as Financial Advisor
KRONOS INC: Moody's Affirms 'B2' Corporate Family Rating
KTLA LLC: Chapter 11 Reorganization Case Dismissed
L.A. DODGERS: To Pursue Arbitration in Insurance Case

L.A. DODGERS: Says It Owes No Damages in Fox Deal
LAREDO PETROLEUM: Moody's Says IPO is a Positive Step
LEAR CORP: Says Ch. 11 Case Should Block Class Action Suits
LEHR CONSTRUCTION: Court OKs Glanstein as Counsel
L.I.F.T. LLC: Malcolm Loses Injunction Plea; Attorneys Approved

LI-ON MOTORS: Posts $287,200 Net Loss in Oct. 31 Quarter
LI-ON MOTORS: Incurs $287,000 Net Loss in Oct. 31 Quarter
MADISON 92nd: Wants Additional Time to Negotiate Terms of the Plan
MARION AMPHITHEATRE: U.S. Trustee Unable to Form Committee
MEDIA GENERAL: GAMCO Asset Owns 22.8% of Class A Common Shares

MOORE SORRENTO: Wants to Incur Unsecured Debt for Finish-Out Work
MOURA STARR: Case Summary & 20 Largest Unsecured Creditors
NCO GROUP: Moody's Confirms 'Caa1' Corporate Family Rating
NEUROLOGIX INC: Jeffrey Reich Resigns as Director
NEVADA CANCER: Bankruptcy Stays Meredith Mullins Suit

NEVADA CANCER: Court Clears to Use Endowment as Collateral
NEW CENTURY FIN'L: District Court Won't Open 2006 Lawsuit
NEXICORE SERVICES: Voluntary Chapter 11 Case Summary
NEXTWAVE WIRELESS: Enters Into Amendments to Note Agreements
NON-INVASIVE MONITORING: Incurs $181,000 Net Loss in Oct. 31 Qtr.

NUVILEX INC: Posts $437,100 Net Loss in Oct. 31 Quarter
OAKRIDGE HOMES: Court Issues Order for Conversion to Chapter 7
OPTI CANADA: Terminates Duty to File Reports Under Exchange Act
OTERO COUNTY: Has Until September 2012 to File Chapter 11 Plan
OTERO COUNTY: Wants Until March 13 to Decide on Unexpired Leases

PECAN SQUARE: Wells Fargo Wants 2nd Bankruptcy Case Dismissed
PELICAN ISLES: Can Continue Using CDT Cash Collateral 'til Dec. 21
PENINSULA HOSPITAL: Court Directs Appointment of Ch. 11 Examiner
PLATINUM PROPERTIES: Inks Settlement of Claims with Indiana Bank
PROFESSIONAL VETERINARY: Commiteee-Backed Liquidating Plan Okayed

PT. ARPENI: Chapter 15 Case Summary
RAY ANTOHONY: Inks Stipulated Agreed Order for Case Dismissal
RCR PLUMBING: Utility Companies Authorized to Continue Services
REAL MEX: Wants Duff & Phelps to Accrue Monthly Fees
REALOGY CORP: Bank Debt Trades at 8% Off in Secondary Market

REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
REDCO DEVELOPMENT: Plan Injunction Violates Sec. 524(e)
RITE AID: Incurs $51.9 Million Net Loss in Q3 Fiscal 2012
RIVERDALE VILLAGE: Moody's Reviews 'Ba2' Gen. Obligation Rating
ROOMSTORE, INC: Judge Clears $14 Million Bankruptcy Financing

ROOMSTORE, INC.: Case Summary & 25 Largest Unsecured Creditors
RW LOUISVILLE: Judge Thomas Fulton Dismisses Chapter 11 Case
SAGAMORE PARTNERS: Access to Cash Collateral Expires on Jan. 5
SDF INC: IRS Permits Use of Cash Collateral Thru 2013
SEAT PAGINE: Extends Debt Restructuring Deadline to Jan. 16

SHERWOOD BRANDS: Taps Tiger Remarketing to Auction Assets
SHORTLINE DEVELOPMENT: Voluntary Chapter 11 Case Summary
SOLUTIA INC: Unveils First Shareholder Dividend
SP NEWSPRINT: Looks to Tap $25MM Bankruptcy Loan Package
SP NEWSPRINT: Wins Court Nod for $12-Mil. Loan to Fund Ch. 11 Sale

SPARTA COMMERCIAL: Delays Form 10-Q for Oct. 31 Quarter
SPORTSSTUFF INC: Jessica Harris May File Late Claim
SPRINGLEAF FINANCE: Bank Debt Trades at 14% Off
SRAM: Moody's Affirms Corporate Family Rating at 'B1'
STELLAR GT: Court Confirms Plan; Sale of "The Georgian" Okayed

STEVE MCKENZIE: Faces Suit for Wrongful Prosecution
STOKES EXCAVATING: Pension Fund Wins $1.3T Legal Fees
SUMMER VIEW: Wants Access to US Bank's Cash Until Feb. 28
SUNRISE ESTATES: Files for Chapter 11 Bankruptcy in Orlando
SUPERMEDIA INC: Moody's Changes PDR to 'Ca/LD'

TERRESTAR NETWORKS: Court Approves Committee's Settlement
TERRESTAR NETWORKS: Court Approves Settlement With Creditors
TERRESTAR NETWORKS: Wants Plan Exclusivity Extended to February
THOMPSON CREEK: Moody's Affirms 'B1' Corporate Family Rating
TRAILER BRIDGE: NASDAQ Terminates Registration of Common Stock

TRANSWEST RESORT: Senior Lender Objects to 3rd Amended Plan
TRELAWNY HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
TRENTON LAND: Judge Thomas Tucker Orders Dismissal of Case
TRIBUNE CO: Bank Debt Trades at 42% Off in Secondary Market
TXU CORP: Bank Debt Trades at 36% Off in Secondary Market

TXU CORP: Bank Debt Trades at 29% Off in Secondary Market
UNITED AMERICAN: Posts $650,000 Net Loss in Sept. 30 Quarter
UNIVISION COMMS: Bank Debt Trades at 11% Off in Secondary Market
US CABLE: Moody's Says Residential Penetration Stalls
U.S. XPRESS: Moody's Affirms 'B3' Corporate Family Rating

VIRGIN OFFSHORE: Trustee Wants CEO Smith Designated as Debtor
WASHINGTON MUTUAL: Mediation Expanded to Included DIMEQ Securities
WILLIAM LYON HOMES: Files Prepack for Feb. 13 Confirmation
VITRO SAB: Mexican Reorganization Faulted by State Judge
YOUNG BUCK: Hearing on Chapter 7 Conversion Today

* Barclays, Angelo Gordon Battle Over $600MM Default

* Large Companies With Insolvent Balance Sheets



                            *********

237 EAST: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 237 East Ontario LLC
        11405 Burr Oak Lane
        Burr Ridge, IL 60527

Bankruptcy Case No.: 11-49504

Chapter 11 Petition Date: December 9, 2011

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

Judge: Carol A. Doyle

Debtor's Counsel: Neal L. Wolf, Esq.
                  NEAL WOLF & ASSOCIATES, LLC
                  155 N. Wacker Drive, Suite 1910
                  Chicago, IL 60602
                  Tel: (312) 228-4990
                  Fax: (312) 228-4988
                  E-mail: nwolf@nealwolflaw.com

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

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

The petition was signed by the manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mahoney & Associates Trust         Loan                 $3,387,508
11405 Burr Oak Lane
Burr Ridge, IL 60527

James Mahoney                      Lawsuit              $1,592,648
c/o Michele Gonzalez
Stahl Cowen Crowley Addis LLC
55 W. Monroe, Suite 1200
Chicago, IL 60603

PODCO 237 E Ontario LLC            Mortgage               $974,678
2610 Lake Cook Road, Suite 100
Deerfield, IL 60015

June Mahoney                       Alleged Contract       $600,000
29 Forest Gate Circle              Claim
Oak Brook, IL 60523

Topsoil Co LLC                     Demolition Claim       $285,000
12736 S. Ridgeway Avenue
Alsip, IL 60803

Clinton Mahoney                    Loan                   $126,937

American Chartered                 Mortgage               $111,727

Kari Blunda                        Loan                    $99,091

Cook County Treasurer              Real Estate Taxes       $64,591

Schain, Burney, Banks & Kenny      Legal Services          $43,789

Baumann Studios, LLC               Trade Debt              $24,033

Abtangelo ? Hanson, Ltd.           Trade Debt              $13,018

Gregg & Associates, Inc.           Trade Debt               $8,747

Manhard Consulting, Inc.           Trade Debt               $6,600

Thomas M. Tully & Associates       Legal Services           $2,448

EPS Environmental Services, Inc.   Trade Debt               $1,100

Internal Revenue Service           Late Filing Penalty        $390

Illinois Secretary of State        Unpaid Filing Fee          $250

Commonwealth Edison                Utilities               Unknown

Mid-American Real Estate Group     Contract Claim          Unknown


261 EAST 78: Initial Case Conference Set for Jan. 5
---------------------------------------------------
The Bankruptcy Court will hold an Initial Case Conference in the
Chapter 11 case of 261 East 78 Realty Corporation on Jan. 5, 2012.
A Chapter 11 plan and disclosure statement explaining that plan is
due in the case by April 4, 2012.  The deadline for filing a plan,
however, may be extended for cause pursuant to Bankruptcy Code
provisions.

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The Premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  Dan Shaked, Esq., at Shaked & Posner, serves as
the Debtor's counsel.  The Chapter 11 filing was precipitated by
the commencement of foreclosure proceedings on the Premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in debts.
The petition was signed by Lee Moncho, president.


261 EAST 78: Hiring Shaked & Posner as Bankruptcy Counsel
---------------------------------------------------------
261 East 78 Realty Corp. seeks Bankruptcy Court authority to
employ Shaked & Posner as its Chapter 11 attorneys.

Dan Shaked, Esq. -- dan@shakedandposner.com -- attests that Shaked
& Posner has no connection with the Debtor's creditors or any
other party-in-interest or their attorneys, and that the firm is a
"disinterested person" within the meaning of Sections 101(14) and
327 of the Bankruptcy Code.

Shaked will be paid on an hourly basis plus reimbursement of
actual, necessary expenses incurred:

          * $300 per hour for Partners; and
          * $175 per hour for associates.

The firm received a $10,000 retainer from Colorprint Offset, Inc.,
a corporation owned by the principal of the Debtor.  The retainer
is to be credited against fees and expenses awarded to the firm by
the Court pursuant to Section 330 of the Bankruptcy Code.

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The Premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the Premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in debts.
The petition was signed by Lee Moncho, president.


400 BLAIR: Court Denies WF and U.S. Trustee Dismissal Motions
-------------------------------------------------------------
U.S. Bankruptcy Judge Michel B. Kaplan has denied without
prejudice the motion by Wells Fargo Bank, N.A., as trustee, to
dismiss the Chapter 11 case of 400 Blair Realty Holdings, LLC, or
convert the case pursuant to 11 U.S.C. Section 1112(b).

Relief from the automatic stay pursuant to U.S.C. Section
362(d)(1) and (2) is granted on these limitations:

   a. Debtor may seek a stay of the foreclosure sale in the
Foreclosure Action in the District Court and/or the Third Circuit
and the Debtor may also continue to pursue the appeal;

   b. Wells Fargo is permitted to pursue the Foreclosure Action
unless and until Debtor secures a stay from the District Court
and/or the Third Circuit; however, Wells Fargo can not schedule or
take any action towards a foreclosure sale, including even
starting to schedule a foreclosure sale, until after Nov. 25,
2011; and

   c. The relief from the automatic stay is without prejudice to
Debtor bringing an application to reinstate the automatic stay.

The motion by Wells Fargo, pursuant to 11 U.S.C. Section 543(d),
to excuse the receiver from turning over the Mortgaged Property to
Debtor is granted.  The Receiver Order will continue in effect
subject to the following:

   1. The Receiver will not enter into any leases for the
Mortgaged Property without an order from this Court on notice to
Debtor;

  2. The Receiver will permit Debtor reasonable access to the
Mortgaged Property upon prior written notice by Debtor of not less
than one business day.

The motion by the Office of the U.S. Trustee to dismiss the case
is denied without prejudice.  However, Debtor will secure
appropriate real property insurance and provide proof of such
insurance to the Office of the United States Trustee no later than
Nov. 4, 2011, at 12 noon.  If proof of insurance is not timely
delivered to the Office of the U.S. Trustee, the Office of the
U.S. Trustee may reapply for dismissal by submission of a
certification stating that the insurance has not been obtained,
and the Court may order dismissal forthwith.

                       About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


AC PHILLIPS: Status Conference Set for Jan. 23
----------------------------------------------
A.C. Phillips Family Properties, Ltd., has been sent summons to
answer bankruptcy allegations by Dec. 28, 2011.  A status
conference will be held on Jan. 23, 2012, at 9:30 a.m.  Bank of
America, N.A., and Do it Best Corp., alleging $6.2 million in
total claims, filed an involuntary chapter 11 bankruptcy petition
against Cedar Hill, Texas-based AC Phillips (Bankr. N.D. Tex. Case
No. 11-37792) on Dec. 6, 2011.  Judge Stacey G. Jernigan presides
over the case.

Bank of America is represented in the case by:

         Phillip L. Lamberson, Esq.
         WINSTEAD, SECHREST AND MINICK, P.C.
         5400 Renaissance Tower
         1201 Elm St.
         Dallas, TX 75270
         Tel: 214-745-5180
         Fax: 214-745-5400
         E-mail: plamberson@winstead.com

              - and -

         Weiting Hsu, Esq.
         WINSTEAD PC
         5400 Renaissance Tower
         1201 Elm St.
         Dallas, TX 75270-2199
         Tel: (214) 745-5241
         Fax: (214) 745-5390
         E-mail: whsu@winstead.com

Do it Best Corp. is represented by:

         Carol E. Farquhar, Esq.
         LOEWINSHON FLEGLE DEARY L.L.P.
         12377 Merit Drive, Suite 900
         Dallas, TX 75251
         Tel: 214-572-1700
         Fax: 214-572-1717
         E-mail: carolf@lfdlaw.com


AMBASSADORS INTERNATIONAL: Whippoorwill Ceases to Own Common Stock
------------------------------------------------------------------
Whippoorwill Associates, Incorporation, has filed Amendment No. 4
to the statement on Schedule 13D previously filed on Feb. 6, 2009,
as amended by Amendment No. 1 filed Sept. 11, 2009, Amendment No.
2 filed on Nov. 20, 2009, and Amendment No. 3 filed on March 26,
2011, to report that as of Dec. 14, 2011, it has ceased to own any
shares of common stock of Ambassadors International, Inc..

On Dec. 14, 2011, Whippoorwill Associates, Incorporated, sold, in
privately negotiated transactions, all shares of Ambassadors
International, Inc.'s Common Stock owned by it for $0.005 per
share.  As a result of such transactions, none of Whippoorwill or
Shelley F. Greenhaus or Steven K. Gendal beneficially owns any
shares of Ambassadors International's Common Stock.

A copy of the SC 13D/A is available for free at:

                       http://is.gd/CZDtql

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMERICAN LASER: To Reject 70 Unexpired Leases for Clinics
---------------------------------------------------------
American Laser Centers LLC, ALC Holdings LLC and their debtor-
affiliates seek permission from the Bankruptcy Court to walk away
from several unexpired non-residential real property leases.  The
Debtors said they have worked to reduce administrative costs and
increase profitability.  This effort has entailed an ongoing plan
to merge and consolidate certain of the individual clinics that
the Debtors operate.  Pursuant to the merger plan, prior to the
petition date, the Debtors vacated 70 leased premises upon which
certain of the Debtors' clinics had operated.  Pre-bankruptcy, the
Debtors reached settlement agreements with certain landlords who
are parties to 40 of the leases that are to be rejected.

                   About American Laser Centers

ALC Holdings LLC, dba American Laser Centers, operates 156 laser
hair-removal clinics in 27 states.  At the peak, the Farmington
Hills, Michigan-based company had 222 stores generating $130.6
million in annual revenue.

ALC Holdings, along with its affiliates, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Lead Case No. 11-13853) on
Dec. 8, 2011.  Assets are $80.4 million.  Liabilities include
$40.3 million owing on a first-lien debt and $51 million in
subordinated notes.  Some $17.9 million is owing to trade
suppliers.

The Company selected Zolfo Cooper LLC as its adviser; Landis Rath
& Cobb LLP as legal counsel; Traverse LLC as restructuring
adviser; SSG Capital Advisors LLC as investment bankers; and BMC
Group as claims agent.

Prepetition, the Company signed a deal for Philadelphia-based
private equity firm Versa Capital Management LLC to acquire
assets, subject to higher and better offers at a bankruptcy court-
sanctioned auction.  Versa has agreed to pay $30 million plus $18
million of new-money financing to support the bankruptcy, unless
outbid at an auction in January 2012.

Bellus ALC Investments 1, the Versa unit providing DIP financing,
is represented by Nancy A. Peterman, Esq., at Greenberg Traurig
LLP.  Supplier Syneron Inc. is represented in the case by Sheryl
L. Toby, Esq., and Nadav Ariel, Esq., at Dykema Gossett PLLC, and
Kurt F. Gwynne, Esq., at Reed Smith LLP.


AMERICAN LASER: Taps BMC Group as Notice and Claims Agent
---------------------------------------------------------
American Laser Centers LLC, ALC Holdings LLC and their debtor-
affiliates won Bankruptcy Court authority to employ BMC Group Inc.
as their notice, claims and balloting agent.

Tinamarie Feil -- tfeil@bmcgroup.com -- BMC's President for Client
Services, attests that her firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code, and holds
no interest materially adverse to the Debtors and their estates
with respect to matters that the Debtors seek to employ BMC to
handle.

BMC holds a $20,000 retainer from the Debtors.

                   About American Laser Centers

ALC Holdings LLC, dba American Laser Centers, operates 156 laser
hair-removal clinics in 27 states.  At the peak, the Farmington
Hills, Michigan-based company had 222 stores generating $130.6
million in annual revenue.

ALC Holdings, along with its affiliates, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Lead Case No. 11-13853) on
Dec. 8, 2011.  Assets are $80.4 million.  Liabilities include
$40.3 million owing on a first-lien debt and $51 million in
subordinated notes.  Some $17.9 million is owing to trade
suppliers.

The Company selected Zolfo Cooper LLC as its adviser; Landis Rath
& Cobb LLP as legal counsel; Traverse LLC as restructuring
adviser; and SSG Capital Advisors LLC as investment bankers.

Prepetition, the Company signed a deal for Philadelphia-based
private equity firm Versa Capital Management LLC to acquire
assets, subject to higher and better offers at a bankruptcy court-
sanctioned auction.  Versa has agreed to pay $30 million plus $18
million of new-money financing to support the bankruptcy, unless
outbid at an auction in January 2012.

Bellus ALC Investments 1, the Versa unit providing DIP financing,
is represented by Nancy A. Peterman, Esq., at Greenberg Traurig
LLP.  Supplier Syneron Inc. is represented in the case by Sheryl
L. Toby, Esq., and Nadav Ariel, Esq., at Dykema Gossett PLLC, and
Kurt F. Gwynne, Esq., at Reed Smith LLP.


AMERICAN LASER: Final Hearing on $58MM Versa Loan on Dec. 28
------------------------------------------------------------
American Laser Centers LLC, ALC Holdings LLC and their debtor-
affiliates will return for a Bankruptcy Court hearing on Dec. 28,
at 3:00 p.m. over their request for final authority to obtain
postpetition secured financing.

Bellus ALC Investments 1 LLC, a unit of Versa Capital Management
LLC, is providing a $58,784,000 DIP facility for the Debtors.  On
Dec. 9, Judge Mary F. Walrath granted the Debtors interim
authority to tap $13,287,400 from the DIP Loan package.

The Debtors need the liquidity as they pursue a bankruptcy sale of
their assets.  The Debtors said Bellus, which also serves as agent
to the Debtors' prepetition lenders, has a lien on substantially
all of the Debtors' cash and is not willing to consent to the use
of cash collateral alone.

The DIP loan matures on the earliest of Feb. 3, 2012, or upon the
occurrence of an event of default or upon dismissal or conversion
of the case to Chapter 7, or upon confirmation of a bankruptcy
plan.

The DIP Loan carries an interest rate of prime plus 4.25% per
annum.

The DIP Loan requires the Debtors to obtain approval of a sale no
later than Jan. 26 and close the deal by Jan. 30.  Bellus has the
right to credit bid the total amount of the DIP loans at the sale.

The DIP facility earmarks up to $15,000 to be used by any official
committee of creditors appointed in the case to investigate and
challenge the validity, extent, amount, perfection, priority or
enforceability of the prepetition secured lenders' liens.

Syneron Inc., one of the Debtors' suppliers, has objected to the
DIP Financing, alleging that the Debtors lack neutrality.  Syneron
said the Debtors intend to sell their assets to Versa and then
convert their cases to Chapter 7 because the carveout is
inadequate for any other outcome.  The DIP facility provides for a
$75,000 carveout for professional fees after the termination date,
which included the date of a sale closing.  Syneron said Versa is
not entitled to a finding that it is a "good faith" lender under
11 U.S.C. Sec. 346(e).

Syneron also alleged that Versa is driving ALC into bankruptcy to
extinguish existing equity interests, including Syneron's equity
investment made in October.  Syneron said it provided ALC $3.2
million payment credit towards ALC's purchase of Syneron
consumables and warranty services in the third and fourth quarter
of 2011, and potentially, the first quarter of 2012.  Syneron has
a purchase money security interest in proprietary equipment it
sold to the Debtors.

                   About American Laser Centers

ALC Holdings LLC, dba American Laser Centers, operates 156 laser
hair-removal clinics in 27 states.  At the peak, the Farmington
Hills, Michigan-based company had 222 stores generating $130.6
million in annual revenue.

ALC Holdings, along with its affiliates, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Lead Case No. 11-13853) on
Dec. 8, 2011.  Assets are $80.4 million.  Liabilities include
$40.3 million owing on a first-lien debt and $51 million in
subordinated notes.  Some $17.9 million is owing to trade
suppliers.

The Company selected Zolfo Cooper LLC as its adviser; Landis Rath
& Cobb LLP as legal counsel; Traverse LLC as restructuring
adviser; SSG Capital Advisors LLC as investment bankers; and BMC
Group as claims agent.

Prepetition, the Company signed a deal for Philadelphia-based
private equity firm Versa Capital Management LLC to acquire
assets, subject to higher and better offers at a bankruptcy court-
sanctioned auction.  Versa has agreed to pay $30 million plus $18
million of new-money financing to support the bankruptcy, unless
outbid at an auction in January 2012.

Bellus ALC Investments 1 may be reached at:

          Bellus ALC Investments 1 LLC
          2929 Arch Street
          Philadelphia, PA 19104
          Attn: General Counsel
          Fax: 215-609-3499
          E-mail: dlorry@versa.com

Bellus is represented by:

          Nancy A. Peterman, Esq.
          GREENBERG TRAURIG LLP
          77 West Wacker Drive, Suite 3100
          Chicago, IL 60601
          Fax: 312-456-8435
          E-mail: petermann@gtlaw.com

Syneron Inc. is represented in the case by:

          Sheryl L. Toby, Esq.
          DYKEMA GOSSETT PLLC
          39577 Woodward Avenue, Suite 300
          Bloomfield Hills, MI 48604
          Tel: 248-203-0700
          E-mail: stoby@dykema.com

               - and -

          Nadav Ariel, Esq.
          DYKEMA GOSSETT PLLC
          2723 South State Street, Suite 400
          Ann Arbor, MI 48104
          Tel: 734-214-7660
          Fax: 734-214-7696
          E-mail: nariel@dykema.com

               - and -

          Kurt F. Gwynne, Esq.
          REED SMITH LLP
          1201 Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: 302-778-7550
          Fax: 302-778-7575
          E-mail: kgwynne@reedsmith.com


AMERICAN PEGASUS: Seeks U.S. Recognition of Foreign Case
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that American Pegasus
SPC filed for Chapter 15 protection in San Francisco as
liquidators struggle to chase down some of the $150 million in
subprime automobile loans the fund invested in before U.S. market
regulators found that the fund was tainted with widespread
mismanagement.  American Pegasus SPC is a Cayman Island-based
investment fund.


ANCHOR BANCORP: Common Stock Delisted from NASDAQ
-------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Anchor Bancorp Wisconsin Inc.'s common stock on
NASDAQ.

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP,
in Madison, Wisconsin, expressed substantial doubt about Anchor
Bancorp Wisconsin's ability to continue as a going concern after
auditing the Company's financial results for fiscal year ended
March 31, 2011.  The independent auditors noted that at March 31,
2011, all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the consent order.
"The subsidiary bank has also suffered recurring losses from
operations.  Failure to meet the capital requirements exposes the
Corporation to regulatory sanctions that may include restrictions
on operations and growth, mandatory asset dispositions, and
seizure of the subsidiary bank."

The Company's balance sheet at Sept. 30, 2011, showed
$3.19 billion in total assets, $3.21 billion in total liabilities,
and a $13.39 million total stockholders' deficit.


ANIXTER INT'L: Fitch Affirm Rating on Sr. Unsecured Debt at 'BB-'
-----------------------------------------------------------------
Fitch Ratings has affirmed Anixter International Inc.'s (Anixter)
and its wholly owned operating subsidiary, Anixter Inc.'s ratings
as follows:

Anixter

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured debt at 'BB-'.

Anixter Inc.

  -- IDR at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured bank credit facility at 'BB+'.

The Rating Outlook is Stable.

The affirmation and Stable Outlook reflect the following factors,
each of which is described more thoroughly below:

  -- Fitch's Stable Outlook for the IT Distributors in 2012
     reflecting companies' strong liquidity and counter cyclical
     cash flow rather than industry fundamentals;
  -- Anixter's strong company profile with a niche market
     position, global scale, and higher than average margins in
     the distribution industry;
  -- Anixter's history of shareholder-friendly actions, exposure
     to copper price and currency fluctuations, and exposure to IT
     spending cyclicality.

Ratings strengths include:

  -- Leading market position in niche distribution markets which
     Fitch believes contributes to Anixter's above-average margins
     for a distributor;
  -- Broad diversification of products, suppliers, customers and
     geographies which adds stability to the company's financial
     profile by reducing operating volatility;
  -- The ability to generate cash from operations in a downturn
     from reduced working capital requirements.

Rating concerns continue to center on:

  -- Historical use of debt and free cash flow for acquisitions
     and shareholder-friendly actions;
  -- Thin operating margins characteristic of the distribution
     industry, albeit slightly expanded given the company's niche
     market position;
  -- Significant unhedged exposure to copper prices and currency
     prices
  -- Exposure to the cyclicality of IT demand and general global
     economic conditions.

The affirmation and Stable Outlook reflect the following
considerations:

Fitch's Stable Outlook for the IT Distributors in 2012 reflects
the companies' strong liquidity and counter cyclical cash flow
models rather than the fundamental outlook for the industry in
general.  While Fitch's base scenario is for flat to slightly
positive revenue growth in 2012, downside risk is significant with
the potential for a severe and prolonged global recession in the
mix.  Fitch views a reasonable stress scenario for the
distributors at this point in time as consisting of a mid-single
digit decline in 2012 followed by a 20%-plus revenue decline in
2013.  Under both scenarios, Fitch would expect significant margin
compression but for EBITDA margins to remain positive across the
sector.  Free cash flow generation would be significant given the
expected resulting decline in working capital balances under such
a scenario;

  -- Fitch expects Anixter's organic revenue growth to be modest
     in fiscal 2012.  Fitch would expect EBITDA margins (currently
     6.3% for the LTM ending Oct. 1, 2011) to be pressured given
     softening end market demand, declines in copper prices, and
     macroeconomic concerns, offset by support from emerging
     market growth and project-related business;

  -- In a stress scenario, Fitch would expect EBITDA margins to
     trend lower than the 4.5% level experienced during the last
     downturn, particularly if copper prices decline to fiscal
     2009 levels of roughly $2/lb.  In a flat revenue environment,
     Fitch estimates Anixter would generate in excess $100 million
     in annual free cash flow.  In a stress scenario, Fitch would
     expect free cash flow to be near $400 million.

  -- Recent impact from copper prices and declining U.S. dollar
     values relative to these foreign currencies has been
     positive, however Fitch believes this exposure generally
     increases volatility of profitability and cash flow
     generation, adding additional risk to the credit profile.

  -- Anixter executed a total of $217.5 million in share
     repurchases and dividends in the LTM period ($107.5 million
     in share repurchases using proceeds from the divestiture of
     its aerospace business in September 2011, and a special
     dividend of $110 million in October 2010).  Anixter currently
     has no authorization for additional share repurchases, and
     under the company's recently renewed revolving credit
     facility, additional share repurchase are limited to a
     maximum of $175 million plus 50% of Anixter's cumulative net
     income since April 2011.  After deducting the $107.5 million
     share repurchase last quarter, Fitch estimates share
     repurchase capacity under the facility to be roughly $125
     million as of Oct. 1 2011.

  -- Fitch expects Anixter will continue to utilize excess cash
     and free cash flow for potential acquisitions and shareholder
     friendly actions rather than additional significant debt
     reduction.  Continued share repurchases in excess of free
     cash flow in the face of mounting macroeconomic concerns
     could pressure Anixter's rating.

  -- Leverage decreased to 2.2 times (x) in the LTM from 2.4x in
     the prior year as Anixter paid down roughly $78 million in
     3.25% subordinated zero-coupon notes (3.2x and 3.5x on an
     adjusted basis, respectively).  Fitch views leverage of 2.5x
     or below (3.5x adjusted) as reasonable for a 'BB+' rating
     category given Anixter's business model and credit profile.

Fitch believes Anixter's liquidity was adequate and consisted of
the following as of Oct. 1, 2011: i) approximately $56 million of
cash and cash equivalents; ii) $400 million of five-year revolving
credit agreements maturing April 2016, of which, $280 million was
available; and iii) a $275 million on-balance-sheet accounts
receivable securitization program expiring May 2013, of which
approximately $30 million was available.

Total debt as of Oct. 1, 2011 was $873 million and consisted
primarily of the following: i) $120 million outstanding under bank
revolving credit lines; ii) $276 million in 1% convertible
unsecured notes due March 2013; iii) $200 million in 5.95% senior
unsecured notes due February 2015; v) $31 million in 10% senior
notes due February 2014; and vi) approximately $245 million
outstanding under Anixter's $275 million accounts receivable
securitization program.

The 1% convertible notes are issued by Anixter International and
are structurally subordinated to the remaining debt which is
issued by Anixter Inc.  Anixter Inc. is the operating company
under the parent company of Anixter International.


AQUILEX HOLDINGS: Says Restructuring to be Announced This Week
----------------------------------------------------------------
Aquilex Holdings LLC announced that, in connection with its
ongoing restructuring process, it has determined not to make the
interest payment on its senior notes due Dec. 15, 2011.  Aquilex
has previously stated that, in light of the contemplated
restructuring of its indebtedness, it did not expect to make this
interest payment.  Holders of approximately 65% of Aquilex's
outstanding senior notes have agreed with Aquilex that they will
not take any enforcement action resulting from the Company's
failure to make the interest payment, and that they will also
direct the trustee under the senior notes indenture not to take
any such enforcement action.

"We are excited about the progress we have made on our balance
sheet restructuring.  We appreciate the hard work and
determination of our valuable employees and the support Aquilex
has received from its customers, vendors, lenders and bondholders
throughout this process."

The agreement not to take enforcement action was made in light of
the ongoing negotiations between the Company, holders representing
approximately 92% of the outstanding senior notes, and certain of
the Company's lenders with respect to a potential restructuring
transaction.  The Company continues to make progress towards a
potential restructuring transaction, and anticipates announcing
the terms of a potential restructuring plan next week, subject to
receipt before such time of sufficient consents from the Company's
lenders and noteholders.  The Company expects that any potential
restructuring transaction would significantly reduce the Company's
debt and increase its liquidity.  The Company also expects that
any such transaction would likely be completed out of court and
would provide that all trade creditors will receive payment in the
ordinary course.

Bill Varner, President and Chief Executive Officer of Aquilex,
stated, "We are excited about the progress we have made on our
balance sheet restructuring.  We appreciate the hard work and
determination of our valuable employees and the support Aquilex
has received from its customers, vendors, lenders and bondholders
throughout this process."

In addition, and in connection with the negotiations, the Company
expects to obtain the agreement of its lenders under the Company's
Second Lien Credit Agreement to further adjust the restructuring
"milestone" requirements set forth therein, including with respect
to the date on which solicitations are to commence for a
restructuring transaction and the timing to close any such
transaction.

The foregoing represents only Aquilex's current expectations
regarding its potential restructuring and is being provided in
order to update Aquilex's stakeholders on recent developments.
Any potential restructuring transaction remains subject to
creditor consent and additional significant conditions and
uncertainties.  Additional information is available in the
Company's filings with the Securities and Exchange Commission,
including but not limited to its Quarterly Report on Form 10Q for
its third quarter of 2011, as filed with the SEC on Nov. 14, 2011.

                     Restructuring This Week

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company announced in November that it signed a
forbearance agreement requiring completion of an out-of-court
restructuring or initiation of a prepackaged Chapter 11
reorganization by Jan. 27.

According to Mr. Rochelle, the company said in a regulatory filing
that it expects this week to announce the terms of a "balance
sheet restructuring."

Affiliates of Centerbridge Capital Partners LP hold $15 million in
second-lien debt and a "large portion" of the senior unsecured
notes, Standard & Poor's said in a Dec. 16 report.  Centerbridge
"will likely assume control" through the restructuring, S&P said.

The senior unsecured notes last traded on Dec. 16 at 40 cents on
the dollar, to yield 35.075%, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                       About Aquilex Holdings

Aquilex Holdings LLC is the parent of Aquilex Corporation,
provider of critical maintenance, repair and industrial cleaning
solutions to the energy industry.

Aquilex reported a net loss of $298.61 million on $327.74 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $27.53 million on $324.04 million of revenue for the
same period a year ago.

Aquilex's balance sheet at Sept. 30, 2011, showed $400.49 million
in total assets, $505.51 million in total liabilities, and a
$105.01 million total deficit.

In its Form 10-Q for the quarter ended June 30, 2011, Aquilex
acknowledged there is substantial doubt about its ability to
continue as a going concern, and warned it may have to file for
bankruptcy to restructure debt obligations.  Aquilex disclosed it
was engaged in negotiations with an ad hoc committee of holders of
its senior notes and a steering committee of its lenders regarding
a consensual restructuring that would significantly deleverage its
capital structure.


ATLANTIC & PACIFIC: Files Revised Chapter 11 Plan
-------------------------------------------------
BankruptcyData.com reports that Great Atlantic & Pacific Tea
Company filed with the U.S. Bankruptcy Court a Revised Chapter 11
Plan and related Disclosure Statement.

"Pursuant to the Plan, the Investors are providing a total New
Money Commitment of $490 million in the form of (i) $210 million
face amount of privately placed New Second Lien Notes, (ii) $210
million face amount of privately placed New Convertible Third Lien
Notes, and (iii) an $80 million New Equity Investment. The
proceeds of the New Money Commitment will allow the Debtors to
make distributions pursuant to the Plan, including paying certain
secured creditors in full in cash, and will provide a cash pool of
$40 million, less the amount distributed pursuant to the
Substantive Consolidation Settlement, for distributions to General
Unsecured Creditors. The Plan provides for a settlement and
compromise of the intercreditor issues relating to whether the
liabilities and assets of the Debtors should be substantively
consolidated for purposes of distributions under the Plan. Except
as modified by this Substantive Consolidation Settlement, Claims
are treated generally in accordance with the priorities
established under the Bankruptcy Code."

                   About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

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.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

A&P filed a proposed Chapter 11 plan founded upon a $490 million
debt and equity financing announced this month.  The proposed
financing, tentatively approved by the bankruptcy judge, allows
A&P to accept a better offer if one appears.  New investors
sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc.
and Mount Kellett Capital Management LP.


BANKUNITED FINANCIAL: Committee Files 3rd Amended Liquidation Plan
------------------------------------------------------------------
BankruptcyData.com reports that BankUnited Financial's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a Third Amended Joint Plan of Liquidation and related
Disclosure Statement.

The Disclosure Statement asserts, "In order to effectuate the
Distributions, the Plan provides that all of the assets of the
Debtors' Estates (including Causes of Action not expressly
released under the Plan) shall vest in Liquidating BankUnited.
Liquidating BankUnited shall continue in operation in order to
monetize the remaining assets, continue remaining litigation with
the Federal Deposit Insurance Corporation, in its capacity as
receiver for the Bank ('FDIC'), and potentially pursue litigation
against other parties, and make distributions under the Plan. The
Plan Administrator shall be appointed on the Effective Date of the
Plan and shall be responsible for implementing the Plan, subject
to the oversight of the Plan Committee."

                      About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BATAA/KIERLAND LLC: Gets Additional 90 Days to Solicit Plan Votes
-----------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona extended Bataa/Kierland, LLC, exclusive period
to obtain votes for its Plan of Reorganization.

The Court granted the Debtor an extension of 90 days from the
Dec. 14, 2011, order.

                     About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States Trustee said that a committee under 11 U.S.C.
sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Bataa/Kierland have
expressed interest in serving on a committee.


B&B IRON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: B&B Iron Works of Peekskill, Inc.
        4900 Route 17M
        New Hampton, NY 10958

Bankruptcy Case No.: 11-38384

Chapter 11 Petition Date: December 9, 2011

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $1,159,700

Scheduled Debts: $1,164,924

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-38384.pdf

The petition was signed by Edison Beheran, president.


BEACON POWER: Judge Gives OK to Sell Energy Storage Plant
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Beacon Power Corp. got court
permission to sell its flagship energy storage plant outside
Albany, N.Y., at a bankruptcy auction---a sale that will raise
money to pay off the $39 million loan guarantee that it has spent
from the U.S. Department of Energy.

                        About Beacon Power

Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450).  Brown Rudnick and
Potter Anderson & Corroon serve as the Debtor's counsel.  Beacon
disclosed assets of $72 million and debt totaling $47 million,
including a $39.1 million loan guaranteed by the U.S. Energy
Department.  Beacon built a $69 million facility with 20 megawatts
of balancing capacity in Stephentown, New York, funded mostly by
the DoE loan.

Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year.  The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.


BERNARD L. MADOFF: Customers Try Another Tactic to Sue Picower
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that several customers of Bernard L. Madoff Investment
Securities Inc. unveiled another tactic aimed at allowing them to
sue the late Jeffrey M. Picower, whose estate settled with the
Madoff trustee and the government by giving back $7.2 billion.

The report relates that the bankruptcy court previously stopped
several class-action lawsuits where customers sought to sue
Picower, alleging he was in cahoots with Bernard Madoff. The class
suits were halted on the theory that the claims could be only
brought by the Madoff trustee because they alleged harm suffered
by all customers alike.

According to the report, customers filed papers on Dec. 13 telling
U.S. Bankruptcy Judge Burton R. Lifland that they should be
permitted to sue the Picower estate under Section 20(a) of the
Securities Exchange Act of 1934.  The customers believe they have
the right to sue because the Madoff trustee is precluded from
suing under Section 20(a).

In that section, liability can be asserted against the control
person of a company that commits securities fraud. Because the
trustee can't sue, they can, so the theory goes, Mr. Rochelle
notes.

The issue hasn't yet been scheduled for hearing in Judge Lifland's
court.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BEST FOOD: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Best Food Pizza, Inc.
          dba Papa John's Pizza
        6410 Magnolia Avenue
        Riverside, CA 92506

Bankruptcy Case No.: 11-47389

Chapter 11 Petition Date: December 12, 2011

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

Judge: Mark S. Wallace

Debtor's Counsel: Fred M. Cohen, Esq.
                  8480 Red Oak Avenue
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 484-5481
                  Fax: (909) 948-0686
                  E-mail: fmcbktaxlaw@hotmail.com

Scheduled Assets: $330,263

Scheduled Debts: $1,127,014

The Company's list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-47389.pdf

The petition was signed by Ram Gurm, president.


BLUE SKY: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Blue Sky Industries LLC
        6001 E. Edinger Boulevard
        Huntington Beach, CA 92647

Bankruptcy Case No.: 11-26891

Chapter 11 Petition Date: December 9, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Thomas Christy, Esq.
                  LAW OFFICE OF THOMAS CHRISTY
                  9750 Miramar Road, Suite 215
                  San Diego, CA 92126
                  Tel: (858) 586-0486

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

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

The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-26891.pdf

The petition was signed by Steven Gutierrez, managing director.


BONDS.COM GROUP: Michel Daher Discloses 62.2% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Michel Daher disclosed that, as of Dec. 5, 2011, he
and his affiliates beneficially own 171,428,570 shares of common
stock of Bonds.com Group, Inc., representing 62.2% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/jafLWM

                        About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BOOMERANG SYSTEMS: Sells $11.6MM of 6% Convert. Promissory Notes
----------------------------------------------------------------
Boomerang Systems, Inc., has closed an $11.6 million financing,
which is expected to help accelerate the Company's growth
trajectory.

"We are very pleased to complete this offering with the investment
and support of a diverse group of private investors, many of whom
Boomerang expects to be strategically helpful in developing
relationships around the world," said Mark Patterson, CEO of
Boomerang Systems.  "We believe this capital will allow us to
accelerate our sales and implementation plans for our
RoboticValetTM parking system which we believe creates tremendous
efficiency and security benefits to the owner of a parking garage
as well as an enhanced user experience."

The Company conducted the offering pursuant to a transaction
exempt from the registration requirements of the Securities Act of
1933, as amended.  The final closing occurred on Dec. 9, 2011.
The offering of securities included approximately $6.6 million of
indebtedness, which was converted into the offering securities,
and additional cash of approximately $5 million received from new
investors.

In the offering, the Company sold 6% convertible promissory notes
due in 2016 in the aggregate principal amount of $11,624,522 and
warrants to purchase an aggregate of 2,735,192 shares of common
stock.

Gilford Securities Incorporated acted as the exclusive placement
agent for the offering.

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year.  Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.

The Company's balance sheet at June 30, 2011, showed $4.47 million
in total assets, $6.24 million in total liabilities, and a
$1.77 million total stockholders' deficit.


BP CLOTHING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BP Clothing, LLC
        530 Seventh Avenue, Suite 209
        New York, NY 10018

Bankruptcy Case No.: 11-15696

Chapter 11 Petition Date: December 12, 2011

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

Judge: Shelley C. Chapman

Debtor's Counsel: Michael S. Fox, Esq.
                  OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY, LLP
                  Park Avenue Tower
                  65 E. 55th Street
                  New York, NY 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222
                  E-mail: mfox@olshanlaw.com

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

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

The petition was signed by Kevin Weber, executive vice president
and CFO.

Debtor's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Oaktree                            Notes                $6,837,960
333 S. Grand Avenue
Los Angeles, CA 90071

Majestic Realty                    Trade Debt             $272,378
13191 Crossroads Parkway North, 6th Floor
City Industry, CA 91476

Foyal Garment Co.                  Trade Debt             $195,627
3 Golf Center, Suite 353
Hoffman Estates, IL 60169

Pacific Continental Textiles, Inc. Trade Debt             $145,035

Grant Thornton                     Trade Debt              $24,368

Belspeed S.A.                      Trade Debt              $16,469

One Source Printing                Trade Debt              $15,847

Canon Business Solutions           Trade Debt               $4,506

Construct Data                     Trade Debt               $3,506

Stanley Convergent Security        Trade Debt               $3,010
Solutions

Jam Fashion Group                  Trade Debt               $2,910

Image 2000                         Trade Debt                 $854


CARTER'S GROVE: Colonial Williamsburg Wants Trustee Appointed
-------------------------------------------------------------
The Colonial Williamsburg Foundation asks the U.S. Bankruptcy
Court for the Eastern District of Virginia to provide protection
Carter's Grove, LLC, and ensure that all necessary repairs and
ongoing maintenance are timely performed, by:

   1) appointing a chapter 11 trustee;

   2) conversion of the Chapter 11 case to a case under Chapter 7
      of the Bankruptcy Code; or

   3) grant relief from the automatic stay pursuant to Bankruptcy
      Code section 362(d)(1) permitting CWF to foreclose on it
      first priority liens in its collateral, or requiring the
      Debtor to provide adequate protection through the immediate
      funding and completion of necessary repairs and ongoing
      maintenance.

CWF relates that when the Debtor purchased the historic mansion
located at Carter's Grove from CWF, the parties agreed that
flashing repair work was necessary to prevent leaks and to protect
the mansion.  The Debtor offered to "arrange for the repairs
immediately" after the sale closed, if CWF would give the Debtor a
credit against the purchase price for the estimated cost.   The
purchase closed in December 2007.  As of the date hereof, the
Debtor has not commenced, much less completed, the flashing repair
work.

CWF adds that as part of the purchase price for the property, the
Debtor delivered to CWF a promissory note in the amount of
$10,300,000, payable in six bi-annual payments, commencing
July 15, 2008, and running through Jan. 15, 2011.  The Debtor made
the first four payments under the note, but failed to make the
payments due on July 15, 2010, or Jan. 15, 2011.

According to CWF, the Debtor incurred fraudulent debts and made
fraudulent transfers for the sole benefit of Halsey Minor, the
sole member of the Minor Trust, the designated manager of the
Debtor, and the sole beneficiary of the Minor Trust, when he
encountered financial difficulties.

CWF is represented by:

         Benjamin C. Ackerly, Esq.
         Tara L. Elgie, Esq., Esq.
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 E. Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8200
         Fax: (804) 788-8218

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $21,156,417 in assets and
$12,490,476 in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CATALYST PAPER: Moody's Cuts Corporate Family Rating to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded Catalyst Paper Corporation's
(Catalyst) corporate family rating (CFR) to Caa3 from Caa1, senior
secured notes rating to Caa2 from B3 and senior unsecured notes
rating to Ca from Caa2. In addition, Moody's put the ratings of
Catalyst on review for further downgrade. The company's
speculative grade liquidity rating remains SGL-4.

The rating action reflects Catalyst's announcement that it will
defer the US$21 million interest payment due December 15, 2011 on
its 2016 senior secured notes, its weak liquidity profile and its
significant debt burden.

RATINGS RATIONALE

The Caa3 CFR reflects Moody's view that Catalyst's capital
structure is unsustainable and that material losses are likely in
a restructuring scenario. The rating considers the company's
significant debt load, its weak financial performance and the
expectation that the company will continue to face challenging
industry conditions for some of its paper products. Two of the
company's primary products, newsprint and directory paper,
continue to face secular demand declines. The rating is supported
by the company's position as one of the leading producers of
telephone directory paper in the world and specialty papers and
newsprint in Western North America.

The review will consider Catalyst's ability and willingness to
make its deferred interest payment. The company has 30 days within
which to pay the interest owed on the US$390 million 2016 senior
secured notes. In addition, the failure to pay the interest within
the 30 day grace period would be an event of default under
Catalyst's US$250 million 2014 senior notes and C$175 million
asset-based loan facility (unrated). If Catalyst fails to make its
deferred interest payment, or if the company files for creditor
protection or restructures its debt in a manner economically
detrimental to the full claims of its lenders, Moody's current
ratings will be further downgraded. An upgrade is unlikely and
would require a significant reduction in debt, sustained
improvements in the company's financial performance and an
improved liquidity position.

Downgrades:

   Issuer: Catalyst Paper Corporation

   -- Probability of Default Rating, Downgraded to Caa3 from Caa1

   -- Corporate Family Rating, Downgraded to Caa3 from Caa1

   -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2
      (LGD3 38%) from B3 (LGD3 35%)

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
      (LGD5 88%) from Caa2 (LGD5 81%)

Outlook Actions:

   Issuer: Catalyst Paper Corporation

   -- Outlook, Changed To Rating Under Review From Negative

The ratings of the various rated debt instruments reflect their
priority of claim on Catalyst's assets under Moody's Loss Given
Default Methodology. The asset-based loan lenders are the first
ranking lenders, followed by the 2016 senior secured notes and
then the 2014 senior notes.

The SGL-4 liquidity rating reflects Catalyst's weak liquidity
profile. At the end of September 2011, the company had C$18
million of cash and Moody's estimates that the company has C$86
million of availability under its C$175 million asset-based loan
facility (matures May 2016 with availability subject to a
borrowing base limited by an availability block). Moody's believes
that the company will further draw on the asset-based loan
facility as it continues to burn cash. The company has a financial
covenant which requires the company to maintain a minimum fixed
charge coverage ratio of 1.1/1.0 if excess availability under the
asset-based loan facility is below $22 million. At September 30,
2011 the fixed charge coverage ratio was 0.5/1.0 for purposes of
this covenant. With most of Catalyst's assets secured, the company
has limited alternative liquidity.

The principal methodology used in rating Catalyst was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Richmond, British Columbia, Catalyst is one of
the largest producers of specialty printing papers, newsprint and
pulp. With four mills located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tonnes. For the last-twelve months ending September 2011, the
company generated revenues of approximately CND$1.3 billion.


CENTRAL FALLS: Moody's Confirms 'Caa1' Rating on $20.8-Mil. Debt
----------------------------------------------------------------
Moody's Investors Service has confirmed the Caa1 rating assigned
to the City of Central Falls' (RI) $20.8 million outstanding
General Obligation debt. Moody's has also confirmed the Ba1 rating
assigned to the Rhode Island Health and Educational Building
Corporation's (RIHEBC) Series 2007B bonds, affecting $17 million
in outstanding debt. A negative outlook has been assigned to
Central Falls' debt and the RIHEBC 2007B bonds. These ratings had
been placed on review for possible downgrade on August 2, 2011
following the City's filing for Chapter 9 municipal bankruptcy.

SUMMARY RATINGS RATIONALE

Central Falls' general obligation bond rating has been confirmed
at Caa1 and a negative outlook has been assigned. The rating
action reflects the diminished imminent risk of a payment default,
as the city has continued to make general obligation debt service
payments subsequent to the bankruptcy filing and other creditors
have not challenged these payments. The Caa1 rating incorporates
the still-remaining possibility that resolution of the bankruptcy
has an adverse effect on GO debt, as well as the city's strained
financial position and significant long-term liabilities for
pension and other post-employment benefits (OPEB).

The Ba1 pooled financing rating and negative outlook assigned to
RIHEBC's 2007B bonds incorporates Central Falls' Caa1 GO rating
and negative outlook as well as the city's limited (6.6%) portion
of the pool. The significant amount of debt service (34.22%)
directly paid to RIHEBC by the state and the availability of the
State of Rhode Island's (GO rated Aa2/negative outlook) intercept
of state aid for the remainder of the participants' debt service
provide strong additional security and lifts the pool rating above
the weakest link rating of Caa1. Additional factors incorporated
in the Ba1 rating are the strong mechanics, included in the RIHEBC
pool agreement, historical state support for school construction
projects, and RIHEBC's ability to intercept certain state aid
related to construction of school facilities. Proceeds from the
2007B bonds were originally loaned to four local units of
government to fund various school capital improvement projects.

OUTLOOK

The negative outlook reflects significant pressure on the city's
operations and liquidity and the uncertain timing and outcome for
conclusion of the city's bankruptcy proceedings.

STRENGTHS

- Active state oversight of the city's bankruptcy proceedings,
  financial operations and cash flow in an effort to avoid a
   default

- Ratified collective bargaining agreements between the city and
  its unions

- Implementation of city's five-year plan which balances fiscal
  2012 budget and eliminates accumulated $2 million deficit

- The state's ability to intercept aid due to the city, from the
  state, which could mitigate potential bondholder losses

CHALLENGES

- Ongoing bankruptcy proceedings that could affect payment of GO
  debt

- High unfunded pension liabilities

- Strained liquidity and negative fund balance

- Small tax base and weak demographic profile

WHAT COULD MAKE THE RATING GO UP:

- Timely of approval bankruptcy plan

- Improved funding for long-term liabilities

- Exit from bankruptcy and maintainance of structurally balanced
  operations

WHAT COULD MAKE THE RATING GO DOWN:

- Prolonged bankruptcy proceedings that result in further
  financial deterioration and risk of default

- Significant changes to bankruptcy plan resulting in structural
  imbalance

- Inability to improve funding long-term liabilities including
  pension and health care

- Successful legal challenges to state legislation providing
  priority lien for bondholders

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CFRI/GREENLAW DYER: Asks Court to Dismiss Chapter 11 Case
---------------------------------------------------------
CFRI/Greenlaw Dyer Road, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to dismiss its Chapter 11 case,
pursuant to Sections 105, 305 and 1112 of the Bankruptcy Code.

The Debtor requests that relief be granted without a hearing.

Following the Petition Date, on Aug. 26, 2010, the Debtor and U.S.
Bank reached agreement on a global settlement of the disputes
between the parties.  The Global Settlement was approved by the
Bankruptcy Court on Oct. 12, 2010.

Shortly after the Court entered the Settlement Order, U.S. Bank
and the Receiver began marketing the Property for a potential
sale.  On Feb. 22, 2011, U.S. Bank and the Receiver sold the
Property to a third party in a Receiver sale.  Following the sale,
the Debtor and U.S. Bank continued to work to satisfy their
respective obligations under the Global Settlement.  The Debtor
and U.S. Bank have now resolved all outstanding issues.

The Debtor tells the Court it will not be able to file a plan of
reorganization.  It, however, will be able to pay its few
remaining creditors, in full.  Consequently, the Debtor believes
that the Chapter 11 case has served its purpose and it is in the
best interests of all parties that the case be dismissed as soon
as possible.

                About CFRI/Greenlaw Dyer Road, LLC

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, is a
Delaware limited liability company that was formed on June 25,
2007.  Its principal asset is a commercial building located at
2001 East Dyer Road, Santa Ana, in California, which consists of
approximately 366,471 square feet of industrial space, including
office and data center uses, located on 19.1 acres of land.

CFRI/Greenlaw filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-19345) on July 8, 2010.  Howard J.
Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $30,101,904 in
total assets and $33,610,022 in total liabilities.


CHEYENNE HOTELS: Sec. 341 Creditors' Meeting Set for Jan. 4
-----------------------------------------------------------
The U.S. Trustee in Denver, Colorado, will convene a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
Chapter 11 case of Cheyenne Hotels LLC on Jan. 4, 2012, at 2:00
p.m. at UST Conference Room (New).

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq. --
tquinn@tfqlaw.com -- serves as the Debtor's counsel.

Cheyenne Hotels LLC estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on June
28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.  John H. Bernstein, Esq., at
Kutak Rock LLP, in Denver, represents Wells Fargo Bank as counsel.


CHINA BAK: PKF CPAs Raises Going Concern Doubt
----------------------------------------------
China BAK Battery, Inc., filed on Dec. 14, 2011, its annual report
on Form 10-K for the fiscal year ended Sept. 30, 2011.

PKF, in Hong Kong, China, expressed substantial doubt about China
BAK's ability to continue as a going concern.  The independent
auditors noted that the Company has a working capital deficiency,
accumulated deficit from recurring net losses incurred for the
current and prior years and significant short-term debt
obligations maturing in less than one year as of Sept. 30, 2011.

The Company reported a net loss of $24.5 million on $219.0 million
of revenues for the fiscal year ended Sept. 30, 2011, compared
with a net loss of $32.8 million on $214.8 million of revenues for
the fiscal year ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$475.2 million in total assets, $339.9 million in total
liabilities, and stockholders' equity of $135.3 million.

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

                       http://is.gd/1ciTzF

Shenzhen, PRC-based China BAK Battery, Inc., is a global
manufacturer of lithium-based battery cells.  The Company produces
battery cells for OEM customers and replacement battery
manufacturers.


CHRYSLER LLC: Brake Defect Suit Moved to Bankruptcy Court
---------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. District
Judge Dennis M. Cavanaugh granted a magistrate's recommendation
Friday to move a class action claim against Chrysler Group LLC
alleging brake defects to New York bankruptcy court, saying that
court could best determine whether Chrysler was responsible for
warranties covering the vehicles.

Judge Cavanaugh overruled the objections of the vehicle owners,
agreeing with U.S. Magistrate Judge Cathy Waldor's Oct. 3
recommendation that a bankruptcy judge should determine whether
Chrysler took on the warranties of former company Chrysler LLC in
a sale, according to Law360.

                           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.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 85.68 cents-
on-the-dollar during the week ended Friday, Dec. 16, 2011, a drop
of 0.38 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 139 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

Claire's Stores reported a net loss of $29.74 million on $704.99
million of net sales for the six months ended July 30, 2011,
compared with a net loss of $20.64 million on $656.31 million of
net sales for the same period a year ago.

The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities, and a $40.81
million stockholders' deficit.

                         *     *     *

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.


CLEAR CHANNEL: Bank Debt Trades at 26% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications Inc. is a borrower traded in the secondary market
at 73.72 cents-on-the-dollar during the week ended Friday,
Dec. 16, 2011, a drop of 1.09 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 139 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Dec. 16, 2011,
Standard & Poor's revised its rating outlook on San Antonio,
Texas-based CC Media Holdings Inc., and its operating subsidiary
Clear Channel Communications Inc., which S&P views on consolidated
basis, to negative from positive.  "We affirmed our ratings on the
company, including the corporate credit rating of 'CCC+'," S&P
said.

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.

"The 'CCC+' corporate credit rating reflects the risks surrounding
the longer-term viability of the company's capital structure -? in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion).  We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden.  In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.

               About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on $5.866
billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for 2009.  Clear Channel had a net loss of $259.06 million
on $4.50 billion of revenue for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.


COMARCO INC: Posts $760,000 Net Loss in Oct. 31 Quarter
-------------------------------------------------------
Comarco, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $760,000 on $2,252,000 of revenue for the three
months ended Oct. 31, 2011, compared with a net loss of
$1,315,000 on $5,484,000 of revenue for the three months ended
Oct. 31, 2010.

For the nine months ended Oct. 31, 2011, the Company has reported
a net loss $3,954,000 on $7,128,000 of revenue, compared with a
net loss of $2,623,000 on $25,781,000 of revenue for nine months
ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $5,051,000 in
total assets, $5,065,000 in total liabilities, and a stockholders'
deficit of $14,000.

As reported in the TCR on May 3, 2011, BDO USA, LLP, in Costa
Mesa, California, expressed substantial doubt about Comarco's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Jan. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has had declining working capital and uncertainties
surrounding the Company's ability to borrow under its credit
facility.

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

                       http://is.gd/Ycfp2a

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.


CONOLOG CORP: Delays Form 10-Q for Oct. 31 Quarter
--------------------------------------------------
Conolog Corporation notified the U.S. Securities and Exchange
Commission that it will be late in filing its Quarterly Report on
Form 10-Q for the period ended Oct. 31, 2011.  The Company was not
able to obtain all information prior to filing date and management
could not complete the required financial statements and
Management's Discussion and Analysis of such financial statements
without undue hardship and expense to the Company by Dec. 15,
2011.

                        About Conolog Corp.

Somerville, N.J.-based Conolog Corporation is in the business of
design, manufacturing and distribution of small electronic and
electromagnetic components and subassemblies for use in telephone,
radio and microwave transmissions and reception and other
communication areas.  The Company's products are used for
transceiving various quantities, data and protective relaying
functions in industrial, utility and other markets.  The Company's
customers include primarily industrial customers, which include
power companies located primarily throughout the United States,
and various branches of the military.

The Company reported a net loss applicable to common shares of
$4.32 million on $1.69 million of product revenue for the year
ended July 31, 2011, compared with a net loss applicable to common
shares of $24.91 million on $1.17 million of product revenue
during the prior year.

The Company's balance sheet at July 31, 2011, showed $987,380 in
total assets, $1.66 million in total liabilities and a $678,608
total stockholders' deficiency.

WithumSmith+Brown, PC, in Somerville, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has had recurring losses from operations of $3,532,645 and
$1,620,877 and used cash from operations in the amounts of
$1,636,745 and $1,264,121 for the years ended July 31, 2010, and
2009, respectively.  At July 31, 2010, the Company had cash
equivalents of $713,005.


COUNTERPATH CORP: Reports $112,000 Net Income in Q2 Ended Oct. 31
-----------------------------------------------------------------
Counterpath Corporation filed its quarterly report on Form 10-Q,
reporting net income of $112,049 on $3.5 million of revenues for
the three months ended Oct. 31, 2011, compared with a net loss of
$845,999 on $2.6 million of revenues for the three months ended
Oct. 31, 2010.

For the six months ended Oct. 31, 2011, the Company has reported a
net loss of $813,669 on $6.2 million of revenues, compared with a
net loss of $2.3 million on $4.8 million of revenues for the six
months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $20.4 million
in total assets, $4.1 million in total liabilities, and
shareholders' equity of $16.3 million.

As reported in the TCR on July 29, 2011, BDO Canada LLP, in
Vancouver, Canada, expressed substantial doubt about CounterPath's
ability to continue as a going concern, following the Company's
results for the fiscal year ended April 30, 2011.  The independent
auditors noted that the Company had an accumulated deficit of
$43.3 million at April 30, 2011, and incurred a net loss for the
year then ended of $3.5 million.

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

                       http://is.gd/ufGVlA

Based in Vancouver, British Columbia, Canada, CounterPath
Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design,
development, marketing and sales of desktop and mobile application
software, gateway server software and related professional
services, such as pre and post sales, technical support and
customization services.


CROSS BORDER: Lazarus Investment Discloses 6.2% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lazarus Investment Partners LLLP and its affiliates
disclosed that, as of Dec. 1, 2011, they beneficially own
1,002,742 shares of common stock of Cross Border Resources, Inc.,
representing 6.2% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/kWpRJR

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at Sept. 30, 2011, showed
$25.92 million in total assets, $7.88 million in total liabilities
and $18.04 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


CROW PARTNERS: Central Building Has Access to Cash Until March 30
-----------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized, on a final basis, Central
Building, LLC, a debtor-affiliate of Crow Partners LLC, to use
JP Morgan Chase Bank, N.A.'s cash collateral until March 30, 2012.

As of the Petition Date, the indebtedness owing by Central
Building to Chase Bank under the loan documents totaled the
principal amount of approximately $9,662,000, plus accrued and
accruing interest, costs, and attorneys fees, and other amounts
due and owing under the loan documents.  The loan is secured by a
lien on one of Central Building's two primary real estate assets
and the cash collateral it generates.

Central Building would use the cash collateral to (i) pay ordinary
and necessary operating expenses for the purposes and up to the
Cumulative Monthly Amounts; and (ii) pay any other expenses
approved by the prior written consent of Chase Bank, in its sole
discretion, provided, however, that Central Building may use cash
Collateral to pay up to 105% of the amount for a month in any line
item category.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will:

   --- deposit, sequester, and segregate all cash collateral in a
separate DIP account;

   -- grant Chase Bank a replacement lien in all of Central
Building's now owned or after acquired personal property of all
types related solely to Camelback Place;

   -- a superpriority administrative expense claim; and

   -- make payments of $37,000 to Chase Bank commencing Dec. 15,
2011, and continuing on or before the 15th day of each month
thereafter during the term of the order.

                        About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CRYSTAL CATHEDRAL: Court Clears Reorganization Plan, Sale
---------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge Robert
Kwan on Dec. 12 signed a confirmation order approving the
reorganization plan of Crystal Cathedral Ministries and approved
the $57.5 million sale of the Debtor's Garden Grove, Calif.,
campus.

                       About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, has been the preferred
buyer as far as the church members are concerned, because Chapman
would allow the ministry to continue to use the main buildings on
the premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.

Chapman had raised its bid to $59 million, but the Crystal
Cathedral board still chose the Diocese.


CULTURE MEDIUM: Posts $316,800 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Culture Medium Holdings Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $316,873 on $857,884 of sales for
the three months ended Sept. 30, 2011, compared with a net loss
of $288,821 on $nil revenue for the three months ended Sept. 30,
2010.

For the six months ended Sept. 30, 2011, the Company has reported
a net loss of $490,926 on $1.93 million of sales, compared with a
net loss of $389,138 on $0 sales for the six months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$1.78 million in total assets, $1.75 million in total liabilities,
and stockholders' equity of $25,120.

As reported in the TCR on Aug. 31, 2011, Madsen & Associates
CPA's, Inc., in Murray, Utah, expressed substantial doubt about
Culture Medium Holdings' ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2011.  The independent auditors noted that the Company
will need additional working capital to service its debt and for
its planned activity.

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

                       http://is.gd/JsNFfC

Las Vegas, Nev.-based Culture Medium Holdings Corp., formerly
Brand Neue Corp., was incorporated on March 15, 2007, in the State
of Nevada.  The Company's original business purpose was to engage
in the business of acquisition, exploration and development of
natural resource properties.  The Company has shifted its business
to concentrate on bringing innovative products to market.  In the
past year it formed a subsidiary, Voyager Health Technologies
Corp., to market nutriceutical products.  It began operations on
Jan. 28, 2011.


DALLAS HIGH POINT: Sec. 341 Creditors' Meeting Set for Jan. 11
--------------------------------------------------------------
The U.S. Trustee in Dallas, Texas, will convene a meeting of
creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
Chapter 11 case of Dallas High Point Centre Associates, Ltd., on
Jan. 11, 2012, at 11:15 a.m. at Dallas, Room 976.

Proofs of claim are due in the case by April 10, 2012.

Dallas High Point Centre Associates, Ltd., filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-37708) on Dec. 5, 2011.
Judge Barbara J. Houser presides over the case.  Seth P. Crosland,
Esq. -- seth@acwlawfirm.com -- at Aleshire & Crosland, PLLC,
serves as the Debtor's counsel.  The Debtor estimated $10 million
to $50 million in both assets and debts.  The petition was signed
by M.T. Akhavizadeh, president.


DELTA PETROLEUM: Kerkorian Invested $684 Million
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Delta Petroleum Corp. will finance the reorganization
with what it described as a $57.5 million "first-lien new money
superpriority priming revolving credit facility."  A court filing
says that $44 million will be advanced on an interim basis.  The
interim loan would be enough to pay off the $38.5 million
outstanding on the existing secured loan with Macquarie Bank Ltd.
The existing loan matures Jan. 31.

Mr. Rochelle notes that a court filing explains how Kirk
Kerkorian, through Tracinda Corp., invested $684 million in late
2007 by acquiring stock at $19 a share, or a 23% premium to the
market.  Mr. Kerkorian remains the largest shareholder, with 32.5%
of the stock, according to data compiled by Bloomberg.

Delta blamed the bankruptcy filing on drilling dry holes, the low
price for natural gas, the prevalence of natural gas among the
company's producing properties. The company didn't have any
alternative to Chapter 11 after being unable to find a buyer or
new financing, court papers say.

                       About Delta Petroleum

Delta Petroleum Corporation is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
area of operation is the Piceance Basin in the Rocky Mountain
region, which comprise the majority of its proved reserves,
production.  Its common stock is listed on the NASDAQ Global
Market System under the symbol "DPTR."

Delta Petroleum Corporation and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 (Bankr. D. Del.
Lead Case No. 11-14006) on Dec. 15, 2011.

Attorneys at Hughes Hubbard & Reed LLP and Morris, Nichols, Arsht
& Tunnell LLP serve as counsel to the Debtors.  Conway Mackenzie
is the financial advisor.  Epiq Bankruptcy Solutions, LLC, serves
as the Debtor's claims agent.  The Debtors disclosed assets of
$375,498,248 and liabilities of $310,679,157 as of the petition
date.


DENNY'S CORP: Adopts a Pre-Arranged Stock Trading Plan
------------------------------------------------------
Denny's Corporation announced the adoption of a pre-arranged stock
trading plan for the purpose of repurchasing a limited number of
the Company's common stock in accordance with guidelines specified
under Rule 10b5-1 of the Securities Exchange Act of 1934 and the
Company's policies regarding stock transactions.  This plan has
been established in accordance with, and as a part of, the
Company's stock repurchase program previously announced on
April 4, 2011.  Repurchases under the Company's 10b5-1 plan will
be administered through an independent broker.  The plan will
cover the repurchase of shares commencing no earlier than Jan. 3,
2012, and expiring Feb. 17, 2012.  Repurchases are subject to SEC
regulations as well as certain price, market volume and timing
constraints specified in the plan.

                      About Denny's Corporation

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

The Company's balance sheet at Sept. 28, 2011, showed
$280.63 million in total assets, $376.11 million in total
liabilities, and a $95.47 million total shareholders' deficit.

                           *     *     *

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


DEX MEDIA EAST: Bank Debt Trades at 54% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 45.50 cents-on-
the-dollar during the week ended Friday, Dec. 16, 2011, a drop of
1.17 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 139 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.  The Official Committee of Unsecured
Creditors tapped Ropes & Gray LLP as its counsel, Cozen O'Connor
as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its financial
advisor and forensic accountant, and The Blackstone Group, LP, as
its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DOT VN: Posts $1.5 Million Net Loss in Oct. 31 Quarter
------------------------------------------------------
Dot VN, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.5 million on $225,374 of revenues for the three
months ended Oct. 31, 2011, compared with a net loss of $997,335
on $244,802 of revenues for the three months ended Oct. 31, 2010.

For the six months ended Oct. 31, 2011, the Company has reported a
net loss of $2.4 million on $464,886 of revenues, compared with a
net loss of $2.9 million on $578,310 of revenues for the six
months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $2.6 million
in total assets, $9.2 million in total liabilities, and a
shareholders' deficit of $6.6 million.

As reported in the TCR on Aug. 23, 2011, PLS CPA, in San Diego,
Calif., expressed substantial doubt about Dot VN's ability to
continue as a going concern, following the Company's results for
the fiscal year ended April 30, 2011.  The independent auditors
noted that of the Company's losses from operations.

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

                       http://is.gd/KnLGj0

San Diego, Calif.-based Dot VN, Inc. (OTC: DTVI) --
http://www.DotVN.com/-- provides innovative Internet and
Telecommunication services for Vietnam and operates and manages
Vietnam's premier online media web property, www.INFO.VN.


DOT VN: Incurs $1.5 Million Net Loss in Oct. 31 Quarter
-------------------------------------------------------
Dot VN, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.48 million on $225,374 of revenue for the three months ended
Oct. 31, 2011, compared with a net loss of $997,335 on $244,802 of
revenue for the same period during the prior year.

The Company reported a net loss of $2.38 million on $464,886 of
revenue for the six months ended Oct. 31, 2011, compared with a
net loss of $2.95 million on $578,310 of revenue for the same
period a year ago.

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

The Company's balance sheet at Oct. 31, 2011, showed $2.58 million
in total assets, $9.24 million in total liabilities and a $6.65
million total shareholders' deficit.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/KnLGj0

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.


EASTMAN KODAK: Facing Hurdles to Financing, Sale Attempts
---------------------------------------------------------
Dana Mattioli and Mike Spector, writing for The Wall Street
Journal, report that people familiar with the matter said Eastman
Kodak Co. is running into hurdles trying to sell some of its
patents or borrow more money as it attempts to raise cash and
avoid bankruptcy:

     (A) Hedge Funds Reduce Commitment

The Journal's sources said Kodak has been in talks for new
financing with a consortium of hedge funds including Cerberus
Capital Management LP and Highbridge Capital Management LLC.  The
company needs the money to shore up its cash position until it can
complete a patent sale.  However, the hedge funds have reduced how
much short-term financing they will give Kodak from about $900
million to roughly $600 million to $700 million.  One source said
that might not be enough.

     (B) Would-Be Patent Buyers Uneasy

The sources also said some would-be buyers of Kodak's portfolio of
1,100 digital patents are concerned about buying from a company
that may later seek bankruptcy protection.  Two people familiar
with the matter told the Journal that the patents have caught the
eye of heavyweights such as Apple Inc. and Google Inc., and Kodak
is in active negotiations with potential buyers.

The Journal relates a Kodak spokesman said the company has
received several financing proposals, including from second-lien
bondholders.  Spokesmen for Apple and Google declined to comment.

    (C) Bankruptcy Seen Early Next Year

The Journal also reports that while the company is looking at
other means of raising cash, one of the people said unless Kodak
closes on the patent sale or gets a large enough amount of bridge
financing in coming weeks, it could seek bankruptcy protection
during the first few months of next year.

According to WSJ, Kodak discussed its options for raising cash
last week at a two-day meeting of the company's management team,
board of directors and advisers in New York.  Executives
reiterated that they are aiming to close on a patent deal soon,
people familiar with the matter said.  But they said if the
company were forced to file for Chapter 11, it could make a patent
sale less complicated, a person who attended the meeting said.

WSJ explains that if a company sells assets while insolvent and
then later seeks bankruptcy protection, creditors can sue to try
to claw back the assets or get more money beyond the sale's
proceeds.  That can make bidders nervous that a deal done outside
of bankruptcy court might later be undone.  A bankruptcy auction,
on the other hand, would be blessed by a judge and potentially
assuage nervous bidders and creditors.

Bankruptcy court would also give Kodak options for shedding
hundreds of millions of dollars in legacy costs like pensions and
health care for retirees, according to WSJ.

    (D) Bondholders Offer $1-Billion Bailout

The Journal also learned that Kodak's bondholders have recently
told the company they could provide around $1 billion in rescue
financing.  One of the people familiar with the matter told the
Journal that bondholders haven't received a response from the
company and it remained unclear why the financing package might
prove unattractive to Kodak.  One person familiar with the
situation said the bondholders' proposal wasn't being seriously
considered.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak has hired Jones as legal adviser
and investment bank Lazard Ltd., but denied rumors it is filing
for bankruptcy.  Kodak also has enlisted FTI Consulting Inc. as
restructuring advisers to identify pieces of Kodak's operations
and assets to shed.

Early in December 2011, The Wall Street Journal reported that
Kodak has replaced Jones Day with Sullivan & Cromwell.  Jones Day
will work in a different capacity.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *    *     *

As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company.  Fitch decided to discontinue
the rating, which is uncompensated.

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


EDUCATION RESOURCES: Ruling Over First Marblehead Deal Affirmed
---------------------------------------------------------------
First Marblehead Corporation, First Marblehead Education
Resources, Inc., and First Marblehead Data Services, Inc., appeal
a Bankruptcy Court order interpreting an agreement between FMC and
The Education Resources Institute, Inc.  FMC argues that the
Bankruptcy Court did not have subject matter jurisdiction to
decide the meaning and effect of the agreement, and that even if
it did, its interpretation was erroneous.  However, in a Dec. 8,
2011 Memorandum and Order available at http://is.gd/GShljQfrom
Leagle.com, District Judge Douglas P. Woodlock concluded that the
Bankruptcy Court properly retained jurisdiction over the dispute
and that its resolution on the merits was appropriate.

Two months after initiating the bankruptcy proceeding, TERI sought
Bankruptcy Court authority to reject its agreements with FMC and
enter into a Transition Services Agreement.  Pursuant to the
prepetition agreements, TERI paid FMC a fee to undertake risk
management, administrative, and support functions for TERI, and to
provide origination services and securitization of loans
guaranteed by TERI.  The agreements between TERI and FMC included
a Master Servic0ing Agreement, a Master Loan Guaranty Agreement, a
Marketing Services Agreement, and a Database Sale and Supplemental
Agreement.

The Database Agreement is at issue in the appeal.  Under that
accord, TERI agreed to transfer a database of information it had
collected regarding loans and default rates to FMC and to support
FMC's maintenance of the database.  In exchange, FMC agreed to
tender up-front and monthly payments.  The Database Agreement
placed restrictions on FMC's use of the Delivered Database and
TERI's use of both the Delivered Database and the Loan Database.
The Database Agreement was to last up to ten years, terminating
June 20, 2011.

In its TSA Motion, TERI explained that it could no longer operate
under the fee structure of its various agreements for outsourcing
services to FMC.  Pursuant to the TSA, FMC would supply certain
essential services at a reduced cost for up to four months.

On June 23, 2008, the Bankruptcy Court authorized the rejection of
the contracts effective May 31, 2008, and held that the TSA will
govern the parties' relationship from June 1, 2008 forward.  The
Court also held it will retain jurisdiction to construe and
enforce the terms of the Order.

The TSA also required FMC to transfer to TERI the loan database,
which was still owned by TERI, but was being maintained by FMC.
The TSA authorized FMC to continue to possess and use the
Delivered Database it had received pursuant to the Database
Agreement and maintained the restrictions on FMC and TERI's use of
data.

On Oct. 7, 2010, prior to approval of TERI's plan of
reorganization, FMC, TERI, and the Official Committee of Unsecured
Creditors entered into a joint motion for approval of a
stipulation resolving FMC's claims against TERI.  The motion noted
that a "Database Dispute" between FMC and TERI remained
unresolved.  The Database Dispute concerns whether the TSA imposes
a permanent restriction on TERI's use of the Loan Database, rather
than the two-year restriction described in the Database Agreement.

FMC argues that the TSA permanently limit TERI's use of the
database to the "Retained Uses" described in the Database
Agreement.  TERI disagrees, arguing that the TSA did not
permanently restrict its use of the Loan Database but rather
confirmed the two-year post-termination survival of the Database
Agreement.

Over two years later, on October 29, 2010, the Bankruptcy Court
approved a Reorganization Plan for TERI to emerge from bankruptcy
proceedings and continue operations.

On Nov. 2, 2010, TERI filed a "Motion for Interpretation of Order"
requesting that the Bankruptcy Court interpret its June 2008 Order
approving the TSA, in order "to preclude the First Marblehead
Entities from asserting that restrictions on TERI's use of Data
and TERI's obligations to indemnify the First Marblehead Entities
have not expired and that the Court otherwise enforce the
Contracts Order."  FMC objected to the motion, disputing TERI's
interpretation and arguing that the Bankruptcy Court lacked
subject matter jurisdiction because it had already issued its
confirmation order for the reorganization plan.

On Dec. 14, 2010, the Bankruptcy Court issued a Memorandum of Law
addressing TERI's motion.  As to jurisdiction, it found that it
had subject matter jurisdiction over the motion because it
retained jurisdiction over the interpretation of the TSA through
its June 2008 Order.  As to the merits, it concluded that the TSA
incorporates the Database Agreement's two-year survival of the use
restrictions and did not make such restrictions permanent.

The case is FIRST MARBLEHEAD CORPORATION, FIRST MARBLEHEAD
EDUCATION RESOURCES, INC., and FIRST MARBLEHEAD DATA SERVICES,
INC., Appellants, v. THE EDUCATION RESOURCES INSTITUTE, INC.,
Appellee, Civil Action No. 11-10241 (D. Mass.).

                   About The Education Resources

Headquartered in Boston, Massachusetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than
$17 billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540).  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP, represented the Debtor in
its restructuring efforts.  Craig and Macauley PC served as the
Debtor's Conflicts Counsel, Grant Thornton LLP served as financial
advisors, Epiq Bankruptcy Solutions LLC served as Claims Agent,
Citigroup Global Markets Inc. served as investment banker, and
Rasky Baerlein Strategic Communications Inc. served as public
relations and public affairs advisor.  When the Debtor filed for
protection from its creditors, it estimated assets of more than
$1 billion and under $1 billion in debts.

On October 29, 2010, the Court entered an order confirming TERI's
Modified Fourth Amended Joint Plan of Reorganization.


EXIDE TECHNOLOGIES: Moody's Affirms CFR at 'B3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings of Exide Technologies (Exide) at
B3. Concurrently, Moody's affirmed Exide's senior secured note
rating at B2, and assigned a Speculative Grade Liquidity Rating of
SGL-3. The rating outlook was changed to stable from positive.

Ratings affirmed:

B3, Corporate Family Rating;

B3, Probability of Default Rating;

B2 (LGD3 33%) to the $675 million of senior secured notes due
2018;

Rating Assigned:

SGL-3, Speculative Grade Liquidity Rating

RATINGS RATIONALE

Exide's B3 Corporate Family Rating and stable outlook reflect the
company's leveraged profile, cyclical industry characteristics,
and raw material pricing pressure. These challenges are balanced
by the company's business focus on the more stable automotive
aftermarket replacement battery market which represents about 80%
of Exide's transportation revenues. The outlook change to stable
from positive considers the increased challenges of executing
several restructuring actions to address operating inefficiencies
in the North American Transportation segment. These action address
the previous unplanned furnace downtime in recycling operations
and manufacturing inefficiencies as a result of excess capacity
caused by previously announced customer attrition. In addition,
Exide's revenue growth over the near-term may be challenged by the
company's exposure to European markets (59%, inclusive of rest of
world exposure) where the economic impact of sovereign debt risks
and austerity programs remains uncertain. For the LTM period
ending September 30, 2011, Exide's EBIT/Interest (including
Moody's standard adjustments) approximated 1.1x, and Debt/EBITDA
approximated 5.9x.

The stable rating outlook reflects Moody's expectation that
despite the above challenges Exide will continue to maintain its
market position for automotive and industrial batteries. The
company's liquidity profile is expected to preserve operating
flexibility over the near-term.

The Speculative Liquidity Rating of SGL-3 reflects an adequate
liquidity profile for the company over the next twelve months
supported by cash balances and availability under Exide's $200
million asset-based revolving credit facility. As of September 30,
2011, Exide maintained about $85 million of cash on hand with
borrowing base availability of $141 million under the revolving
credit facility, which matures in January 2016. Moody's
anticipates that Exide will be challenged to generate free cash
flow over the near-term as a result of weaker operating
performance and additional restructuring actions in the company's
North American Transportation segment. However, sufficient
availability under the revolving credit facility is expected to be
maintained in order to facilitate operating flexibility. Exide's
revolving credit facility does not contain any financial
maintenance covenants, although a springing fixed charge covenant
of 1.0x becomes effective if availability under the revolving
credit facility falls below the greater of $40 million and 15% of
the facility's aggregate commitments. Moody's does not anticipate
availability falling below this level over the near-term period.
The senior secured notes do not have financial maintenance
covenants.

Future favorable rating events include a recovery in the company's
operating performance resulting in higher margins and free cash
flow generation, and the achievement of debt reduction.
Consideration for upward rating migration would arise if any
combination of these factors were to increase EBIT/interest
coverage consistently over 1.5x and result in leverage approaching
4.5x.

Future events that have the potential to lower Exide's outlook or
ratings include lower global demand in the company's end markets,
an inability to manage commodity cost fluctuations, lower
operating performance due to the inability to offset lower demand
with restructuring savings, market share losses, or a more
competitive pricing environment. Consideration for a lower outlook
or rating also could result from a deteriorating liquidity
profile, or EBIT/interest coverage consistently below 1.0x.

The principal methodology used in rating Exide Technologies, Inc.
was the Global Automotive Supplier Industry Methodology published
in January 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Exide, headquartered in Milton, GA, is one of the largest global
manufacturers of lead acid batteries. The company manufactures and
supplies lead acid batteries for transportation and industrial
applications worldwide. Revenues for the LTM period ending
September 30, 2011 were $3.1 billion.


EXTERRAN HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service changed Exterran Holdings, Inc.'s
(Exterran) rating outlook to negative from stable and lowered the
company's Speculative Grade Liquidity Rating to SGL-3 from SGL-2.
Moody's also affirmed Exterran's Ba2 Corporate Family Rating
(CFR), the Ba3 rating on its $350 million senior notes due 2018
and the B1 rating on its $144 million convertible senior notes due
2014.

RATINGS RATIONALE

"Exterran's leverage metrics have not declined as expected this
year and remain high for its Ba2 Corporate Family Rating," said
Pete Speer, Moody's Vice-President. "Although the company is
developing plans to improve profitability and further reduce debt,
we are concerned about the execution risk and the possibility that
leverage metrics will remain high in 2012."

Exterran's Ba2 CFR is supported by its substantial scale, leading
market positions and global diversification. These strengths are
tempered by the company's high debt levels, significant capital
intensity and the challenges being encountered by its core
compression services business in North America that has not yet
benefited from rising production in natural gas shale plays. While
Exterran has historically had greater cash flow stability compared
to other oilfield services companies, the company has experienced
significant earnings declines in recent years that have persisted
for longer than anticipated. This has kept the company's
consolidated Debt/EBITDA consistently above 4x despite reducing
debt by $188 million during the first nine-months of 2011. At
September 30, 2011, Exterran's adjusted Debt/EBITDA was 4.8x.

The company has recently replaced members of senior management and
is implementing plans to reduce operating costs and boost
profitability across its businesses. Exterran also plans to
continue to reduce debt through selling compression assets to its
publicly traded master limited partnership, Exterran Partners,
L.P. (EXLP), which is controlled by Exterran. Through these
actions and earnings improvement in its international operations
Exterran plans to reduce its leverage to 4x and is targeting lower
levels long-term.

If Exterran is able to successfully execute its plans and reduce
consolidated Debt/EBITDA to 4x on a consistent basis then the
outlook could return to stable. However, if leverage persists
above 4x then the ratings could be downgraded. A change in
financial policy to maintain the current leverage levels and focus
on near-term shareholder returns such as share repurchases would
likely result in a ratings downgrade. While EXLP's debt is
nonrecourse to Exterran, Moody's views it as a strategic
subsidiary that the company would support, if necessary, and
therefore include EXLP's assets and debt in Moody's fundamental
analysis of Exterran.

The Speculative Grade Liquidity rating was lowered to SGL-3 to
reflect the company's adequate but weaker liquidity because of
reduced cash flow generation and lower compliance headroom under
its revolving credit facility covenants. Even with improved cash
flow generation in 2012 the outlook for free cash flow generation
appears limited. The company had approximately $30 million of cash
and undrawn capacity of $508 million on its $1.1 billion revolving
credit facility at September 30, 2011. However, based on the
credit facility's leverage limitation covenant only $196 million
was available for additional borrowings as of that date.

The principal methodology used in rating Exterran Holdings was the
Global Oilfield Services Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Exterran Holdings, Inc. is headquartered in Houston, Texas and
provides natural gas compression services; sells compression,
production and processing equipment; and provides related
aftermarket parts and services in the United States and
international markets.


FRANCISCAN COMMUNITIES: Final Hearing on $4.5MM Loan This Friday
----------------------------------------------------------------
Franciscan Communities St. Mary of the Woods Inc. will return to
the Bankruptcy court on Dec. 23 for a final hearing on its request
to obtain postpetition financing and use cash collateral.

Franciscan Sisters of Chicago Service Corporation, the sole member
of the Debtor, is providing $4.5 million in loans pursuant to a
Senior Secured Super-Priority Debtor in Possession Loan Agreement
dated Nov. 21, 2011.  The Debtor previously won interim authority
to borrow $500,000 of the funds.

The DIP Facility matures on the earlier of May 23, 2012, the
effective date of a plan of reorganization; the closing of the
sale of the Debtor's assets; or the date to which payment and
performance of the DIP obligations is accelerated.  The DIP Loan
bears interest at 4.5%.

At this Friday's hearing, the Debtor will also seek a final order
allowing it to use cash collateral securing its prepetition
obligations.

As of the Petition Date, there was $34,305,000 in aggregate
principal amount due and owing under:

     -- the Revenue Bonds, Series 2004A (St. Mary of the Woods
        Project) in the original amount of $10,995,000;

     -- the Revenue Bonds, Series 2004B (St. Mary of the Woods
        Project) Extendable Rate Adjustable Securities(SM) in the
        original amount of $4,805,000;

     -- Weekly Adjustable Rate Revenue Bonds, Series 2004C (St.
        Mary of the Woods Project) in the original amount of
        $24,700,000 issued by the Toledo-Lucas County Port
        Authority;

plus accrued but unpaid interest of $19,683.59 as of the Petition
Date, and unliquidated, accrued and unpaid fees and expenses of
the Master Trustee, the Bond Trustees and Sovereign Bank, and
their professionals.

The Bank of New York Mellon Trust Company, N.A., serves as bond
trustees in connection with the Debtor's prepetition secured debt.
Wells Fargo Bank, N.A., serves as master trustee in connection
with that debt while the Toledo-Lucas County Port Authority is the
issuer of that debt.  Sovereign Bank is the provider of the
Debtor's letter of credit facility in connection with the
prepetition secured debt.

The Debtor will provide adequate protection liens for any
diminution in value of the Prepetition Secured Lenders' interests
in the Prepetition Collateral, from and after the Petition Date.

The DIP Lender has the right to credit bid 100% of the obligations
due under the DIP Credit Agreement in the sale of any DIP
Collateral.  The Master Trustee and the Bond Trustees have the
right to credit bid 100% of the obligations due under the Series
2004 Bond Documents in the sale of any Prepetition Collateral or
Adequate Protection Collateral.

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The petition was signed by Judy Amiano,
president and chief executive officer.  It disclosed assets of $36
million and debt totaling $48 million.

Counsel to the DIP Lender are:

          George Mesires, Esq.
          Daniel P. Strzalka, Esq.
          UNGARETTI & HARRIS LLP
          Three First National Plaza
          70 West Madison, Suite 3500
          Chicago, IL 60602

Wells Fargo Bank, N.A., as Master Trustee, may be reached at:

          Michael G. Slade, Vice President
          WELLS FARGO BANK, N.A.
          MAC N9311-115
          625 Marquette Avenue, 11th Floor
          Minneapolis, MN 55479
          Fax: 612-667-5047
          E-mail: michael.g.slade@wellsfargo.com

Wells Fargo is represented by:

          Daniel S. Bleck, Esq.
          MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
          One Financial Center
          Boston, MA 02111
          Fax: 617-542-2241
          E-mail: dsbleck@mintz.com

               - and -

          John R. Weiss, Esq.
          DUANE MORRIS LLP
          190 South LaSalle Street, Suite 3700
          Chicago, IL 60603
          Fax: 312-277-6994
          E-mail: jrweiss@duanemorris.com

Sovereign Bank, provider of the Debtor's letter of credit
facility, may be reached at:

          Ms. Naomi O'Dell
          SOVEREIGN BANK
          75 State Street
          Boston, MA 02109
          Fax: (484) 338-2801

Sovereign Bank is represented by:

          John R. Weiss, Esq.
          DUANE MORRIS LLP
          190 South LaSalle Street, Suite 3700
          Chicago, IL 60603
          Fax: 312-277-6994
          E-mail: jrweiss@duanemorris.com

The Bank of New York Mellon Trust Company, N.A., as bond trustee,
may be reached at:

          Ms. Faith Berning
          THE BANK OF NEW YORK MELLON GLOBAL CORPORATE TRUST
          300 North Meridian Street, Suite 910
          Indianapolis, IN 46204
          Fax: 317-637-9820

BoNY is represented by:

          Bruce H. White, Esq.
          Clifton R. Jessup, Esq.
          GREENBERG TRAURIG LLP
          2200 Ross Avenue, Suite 5200
          Dallas, TX 75201
          Fax: 214-665-5901
          E-mail: whiteb@gtlaw.com
                  jessupc@gtlaw.com


FRANCISCAN COMMUNITIES: Must Exit Bankruptcy by May 2012
--------------------------------------------------------
Franciscan Communities St. Mary of the Woods Inc. is required
under its $4.5 million DIP facility to pursue either a sale of
assets or a restructuring according to a plan of reorganization
pursuant to these milestones:

If the Debtor pursues a sale:

     Jan. 29, 2012   Borrower will have received and notified the
                     DIP lender of its receipt of a letter of
                     intent from a potential stalking horse bidder
                     for the purchase of substantially all of the
                     Debtor's assets;

     Feb. 29, 2012   Borrower will have filed a motion for
                     approval of bid procedures and authority to
                     sell its assets to the stalking horse bidder
                     or such other bidder making a higher and
                     better offer for those assets;

     April 4, 2012   Bidding procedures will have been approved;

     May 11, 2012    The sale to the successful bidder will have
                     been approved; and

     May 22, 2012    Borrower will have closed the sale.

If the Debtor pursues a restructuring:

     Feb. 20, 2012   Borrower will have filed a plan of
                     reorganization;

     March 27, 2012  Disclosure Statement explaining the plan is
                     approved;

     May 18, 2012    Plan is confirmed; and

     May 23, 2012    Plan is declared effective.

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The petition was signed by Judy Amiano,
president and chief executive officer.  It disclosed assets of $36
million and debt totaling $48 million.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP.
Wells Fargo Bank, N.A., as Master Trustee, is represented by
Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., and John R. Weiss, Esq., at Duane Morris LLP.
Sovereign Bank, provider of the Debtor's letter of credit
facility, is also represented by John R. Weiss, Esq., at Duane
Morris LLP.


FREEDOM MARINE: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Freedom Marine Corporation
        7169 NW 71st Terrace
        Pompano Beach, FL 33067

Bankruptcy Case No.: 11-44009

Chapter 11 Petition Date: December 12, 2011

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

Judge: Raymond B. Ray

Debtor's Counsel: Brett A. Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S. Narcissus Avenue, #802
                  West Palm Beach, FL 33401
                  Tel: (561) 833-1113
                  E-mail: belam@brettelamlaw.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb11-44009.pdf

The petition was signed by Todd Littlejohn, president.


FSG-R LLC: Court Approves Case Dismissal, to Pay All Fees
---------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada granted FSG-R, LLC's request for Chapter 11
case dismissal.

On Nov. 23, 2011, the Debtor requested for a voluntary dismissal
or, in the alternative; (ii) approval of settlement agreement with
Kennedy Funding, Inc., as agent on behalf of the lenders, in
compromise of Claim No. 1.

The Debtor related that the settlement agreement obviates the need
to proceed with the Plan.  Of the Debtor's few creditors, the
lenders are the only parties entitled to receive any distribution
of estate assets.  The only other creditors of the Debtor, the
City of Henderson under the LID and Clark County for property
taxes will retain all of their claims and liens against the real
property and are, thereby, unaffected by the dismissal.

The Court stated that the case dismissal will only be effective
once the Debtor to pays in full the $325 fees owed in the
Chapter 11 case.

                         About FSG-R, LLC

Las Vegas, Nevada-based FSG-R, LLC, has no operations, no
employees and no executory contracts or unexpired leases.  The
Company's assets consist of certain real property, parcel numbers
191-23-210-003 and 191-22-310-001, totaling approximately 72.61
acres located in an unfinished master planned community known as
"Inspirada" located in the T-18 LID within the City of Henderson
(the "Real Property").

The Company filed for Chapter 11 protection on Oct. 26, 2009,
(Bankr. D. Nev. Case No. 09-30126.)  The case was reassigned to
Bankruptcy Judge Bruce A. Markell.  The Debtor did not file a list
of its 20 largest unsecured creditors when it filed its petition.
The Debtor estimated assets and debts at $10 million to
$50 million.

Brett A. Axelrod, Esq.. and Anne M. Loraditch, Esq., at Fox
Rothschild LLP, in Las Vegas, Nevada, represented the Debtors as
counsel.


FSG-R: Court OKs Fox Rothschild LLP as Reorganization Counsel
-------------------------------------------------------------
FSG-R, LLC sought and obtained permission from the U.S. Bankruptcy
Court for the District of Nevada permission to employ Fox
Rothschild LLP as reorganization counsel.

Las Vegas, Nevada-based FSG-R, LLC, has no operations, no
employees and no executory contracts or unexpired leases.  The
Company's assets consist of certain real property, parcel numbers
191-23-210-003 and 191-22-310-001, totaling 72.61 acres located in
an unfinished master planned community known as "Inspirada"
located in the T-18 LID within the City of Henderson.

The Company filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 09-30126) on Oct. 26, 2009.  The case was reassigned to
Bankruptcy Judge Bruce A. Markell.  The Debtor estimated assets
and debts at $10 million to $50 million.


FURNITURE BY THURSTON: Case Now Assigned to Judge Craig Gargotta
----------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas notified parties-in-interest that the
Chapter 11 case of Furniture By Thurston is assigned to the Hon.
Judge Craig Gargotta consistent with the orders granting joint
administration of the case no. 11-12858 with case nos. 11-12856
and 11-12855 (as the lead case).

Previously, the Furniture by Thurston case was assigned to Judge
Mott.

San Antonio, Texas-based KLN Steel Products Company LLC, Dehler
Manufacturing Co. Inc., and Furniture by Thurston manufacture and
market high quality furniture for multi-person housing facilities
and packaged services for federal government offices and dormitory
facilities.  They have two manufacturing facilities.  One in San
Antonio, Texas, which is consolidated and designed to accommodate
high volume fabrication of standard and semi-custom steel
furniture and casegoods of high quality for colleges and
universities, military quarters, and job corps centers, or
wherever high quality, long life, low maintenance furniture is
essential.  The facility includes a manufacturing facility of more
than 170,000 square feet capable of producing substantial projects
on a timely basis.  The second facility is located in Grass
Valley, California, with more than 61,000 square feet dedicated to
the manufacturing of wood furniture for military and university
housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta were originally assigned to the KLN and
Dehler cases.  The Furniture by Thurston case was given to Judge
H. Christopher Mott.  Judge Mott now oversees all three cases.
Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the
Debtors' counsel.  Each of the Debtors estimated assets and debts
of $10 million to $50 million.   The petition was signed by Edward
J. Herman, president.


FURNITURE GALLERIES: SunTrust Has Green Light to Foreclose
----------------------------------------------------------
At the behest of SunTrust Bank, Bankruptcy Judge Paulette J. Delk
terminated the automatic stay in the Chapter 11 case of The
Furniture Galleries, Inc. -- a single asset real estate debtor
under section 101(51B) of the Bankruptcy Code -- to allow the bank
to fully exercise its rights under state law, and directed the
Debtor to cease using SunTrust's cash collateral and to withdraw
its Dec. 6, 2011 Motion for Authority to Use Cash Collateral.

Pursuant to 11 U.S.C. Sec. 362(d)(3), the court shall grant relief
from the automatic stay of section 362(a) in single asset real
estate cases unless 90 days after the filing of the Chapter 11
petition the Debtor has filed a plan reasonably capable of being
confirmed or the debtor has begun making monthly payments to the
holder of a secured claim on the real estate.  In Furniture
Galleries' case, the Debtor has failed to file any plan at all
during the more than 150 days of the case.  At the hearing, the
Debtor offered to make two payments to SunTrust.  However, the
Debtor had failed to make any payments to SunTrust during the more
than 150 days of the Chapter 11 case.  The mortgagee has indicated
that it does not intend to cooperate with the Debtor.

"It is clear from the hearing that the parties strongly disagree
on the extent to which SunTrust's interest is secured.  Debtor's
failure to gain the cooperation of its single secured creditor
during the more than 150 days of this case makes obtaining that
cooperation, in order to confirm a plan, highly unlikely," Judge
Delk said.

A copy of Judge Delk's Dec. 9 Order is available at
http://is.gd/Fx2PKmfrom Leagle.com.

The Furniture Galleries, Inc., dba Blue Suede Bar & Grill, filed
a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 11-26346) on
June 24, 2011, listing under $1 million in assets and debts.


FX4 LLC: Arby's Franchisees in Arizona Files for Bankruptcy
-----------------------------------------------------------
Max Jarman at the Arizona Republic reports that three related
Scottsdale, Arizona limited-liability companies that operate 54
Arby's fast-food restaurants in Arizona and one in New Mexico have
filed for Chapter 11 bankruptcy protection in Phoenix Bankruptcy
Court.  The restaurants are owned by FX4 LLC, FX4A LLC and FX4B
LLC, all headed by Scottsdale businessman Charles Harmon.

The report says the three entities claim liabilities of $21.7
million and assets of $10.5 million.  Bradley Stevens, Esq., a
Phoenix attorney handling the bankruptcy, said the three petitions
likely will be consolidated.  Of the debt, about $15.5 million is
reported to be owned to creditors holding secured claims.  Mr.
Stevens said the principal creditor is Bank of America.

According to the report, Mr. Stevens said the restaurants have
struggled through the economic downturn and that the bankruptcy
proceeding will allow the operator to reject leases and close
unprofitable locations.

The report notes that Mr. Stevens said the group has not
determined which restaurants it will seek to close.


FX4 LLC: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: FX4, L.L.C.
          dba Arby's
        16674 N. 91st Street, Suite D-105
        SCOTTSDALE, AZ 85260

Bankruptcy Case No.: 11-33622

Chapter 11 Petition Date: December 9, 2011

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Bradley Jay Stevens, Esq.
                  JENNINGS, STROUSS & SALMON, P.L.C.
                  One E. Washington Street, #1900
                  Phoenix, AZ 85004-2554
                  Tel: (602) 262-5955
                  Fax: (602) 495-2729
                  E-mail: bstevens@jsslaw.com

Scheduled Assets: $2,400,442

Scheduled Debts: $2,165,915

The Company's list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb11-33622.pdf

The petition was signed by Charles Harmon, managing member.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
FX4A, L.L.C.                          11-33623
FX4B, L.L.C.                          11-33624


GENERAL MARITIME: NYSE Terminates Registration of Common Stock
--------------------------------------------------------------
The New York Stock Exchange LLC has reported on Form 25-NSE the
removal from listing and registration of the common stock of
General Maritime Corp.

A copy of the Form 25 is available for free at:

                       http://is.gd/ucrCnx

                      About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

An ad hoc group of holders of more than $185 million of the
$300 million of 12% Senior Notes due 2017 issued by General
Maritime Corporation is represented by Paul D. Leake, Esq., and
Pedro A. Jimenez, Esq., at Jones Day.


GENERAL MARITIME: Judge Approves $175MM Deal With Oaktree
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
signed off on General Maritime Corp.'s $175 million investment
deal with Oaktree Capital Management, as the oil tanker operator
cleared a big hurdle in its bankruptcy restructuring.

                      About General Maritime

New York-based General Maritime Corporation, through its
Subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

An ad hoc group of holders of more than $185 million of the $300
million of 12% Senior Notes due 2017 issued by General Maritime
Corporation is represented by Paul D. Leake, Esq., and Pedro A.
Jimenez, Esq., at Jones Day.


GENERAL MARITIME: Court Approves Sale Procedures
------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
General Maritime's motion for approval of (A) break-up fee,
expense reimbursement and bidding procedures in connection with
the potential sale of substantially all of the Debtors' assets and
(B) approving procedures for the assumption and assignment of
certain executory contracts and unexpired leases.

                      About General Maritime

New York-based General Maritime Corporation, through its
Subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

An ad hoc group of holders of more than $185 million of the $300
million of 12% Senior Notes due 2017 issued by General Maritime
Corporation is represented by Paul D. Leake, Esq., and Pedro A.
Jimenez, Esq., at Jones Day.


GOLD HILL: Wants Case Dismissed; Says It's Unable to Reorganize
---------------------------------------------------------------
Gold Hill Enterprises, LLC, asks the U.S. Bankruptcy Court for the
District of South Carolina to dismiss its Chapter 11 case, citing
as grounds its inability to reorganize and submit a Plan which can
be confirmed within a reasonable time.

In addition, the Debtor says that its largest secured creditor has
obtained an order for relief from stay, which subjects most of the
Debtor's assets to foreclosure.  The only remaining valuable asset
of the Debtor is subject to the lien of its second largest secured
creditor, and there is no equity in that parcel.  Further, there
are no remaining funds in the Debtor's bank accounts and the
approved administrative expenses have not been paid in full,
although all payments due to the United States Trustee have been
paid.

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, is a real estate development consisting of
approximately 147 acres located in York County, South Carolina.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 11-02458) on April 14, 2011.  According to its
schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.

Barton Law Firm, P.A., represents the Debtor in its restructuring
effort.  B. Bayles Mack and the firm of Mack & Mack serves as
special counsel.  Keith Corporation serves as marketing and
development agent.  Robert Palmer & Associates serves as tax
accountant to assist in the preparation of all tax filings and
returns required post petition, and other accounting services that
may be necessary during the pendency of the Chapter 11 case.

W. Clarkson Mcdow, Jr., the U.S. Trustee for Region 4, was unable
to appoint an official committee of unsecured creditors in the
Debtor's case.

The Debtor filed a Plan of Reorganization on July 12, 2011,
relying on additional sales, which plan was subsequently withdrawn
when projected sales were not forthcoming.


GYMBOREE CORP: Bank Debt Trades at 11% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Gymboree
Corporation is a borrower traded in the secondary market at 88.86
cents-on-the-dollar during the week ended Friday, Dec. 16, 2011, a
drop of 0.48 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 412.5 basis points above LIBOR
to borrow under the facility.  The bank loan matures on Feb. 23,
2018, and carries Moody's B1 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
139 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

               About The Gymboree Corporation

The Gymboree Corporation (GYMB: Nasdaq) --
http://www.gymboree.com/-- is a specialty retailer operating
stores selling apparel and accessories for children under the
Gymboree, Gymboree Outlet, Janie and Jack and Crazy 8 brands, as
well as play programs for children under the Gymboree Play & Music
brand.  The Company operates retail stores in the United States,
Canada and Puerto Rico in regional shopping malls and in selected
suburban and urban locations.  As of Jan. 30, 2010, the Company
conducted its business through five divisions: Gymboree, Gymboree
Outlet, Janie and Jack, Crazy 8, and Gymboree Play & Music.  As of
Jan. 30, 2010, the Company operated a total of 953 retail stores,
including 916 stores in the United States (593 Gymboree stores,
139 Gymboree Outlet stores, 119 Janie and Jack shops, and 65 Crazy
8 stores), 34 Gymboree stores in Canada, 2 Gymboree stores in
Puerto Rico, and 1 Gymboree Outlet store in Puerto Rico.

                        *     *     *

As reported by the Troubled Company Reporter on Sept. 14, 2011,
Moody's Investors Service revised The Gymboree Corporation's
rating outlook to negative from stable.  All other ratings
including the B2 Corporate Family Rating were affirmed.  The
rating outlook revision to negative from stable primarily reflects
persistent negative trends in EBITDA over the past few fiscal
quarters and Moody's expectations that these negative trends are
unlikely to reverse over the course of the current fiscal year.
As a result, the company's performance has been below Moody's
initial expectations therefore leverage is likely to remain high
for an extended period.  The company's recent performance has been
negatively impacted primarily by weak product performance at its
Gymboree division, which necessitated higher markdowns to clear
merchandise.  The company's cost of sales is expected to increase
over the course of the current fiscal year, as goods were
purchased when raw material costs were higher earlier this year
are delivered to the stores.  Moody's expects the company will
face continued pressure on gross margins over the course of this
year as a result.

Gymboree's B2 Corporate Family Rating reflects its highly
leveraged capital structure following its acquisition by Bain
Capital.  Leverage remains high, with debt/EBITDA in excess of 6.5
times for the LTM period ending July 30, 2011.  The rating also
takes into consideration Gymboree's overall moderate scale and the
highly fragmented infant and toddler apparel market.


H&S JOURNAL: US Trustee to Seek Case Dismissal/Conversion Today
---------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will ask the
U.S. Bankruptcy Court for the Southern District of New York at a
hearing scheduled for 10:00 a.m. today, to convert H&S Journal
Square Associates LLC's Chapter 11 case to a Chapter 7 case or, in
the alternative, to dismiss the case, for cause.

The U.S. Trustee says the Debtor has failed to file its monthly
operating reports, has failedto pay quarterly fees required by 28
U.S.C. Section 1930(a)(6); and lacks the ability to reorganize.

The U.S. Trustee explains that although the Debtor has filed a
plan and disclosure statement, it has adjourned all hearings to
consider the plan and disclosure statement.

                         About H&S Journal

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC is the owner of a property at 912-921 Bergen Avenue, Jersey
City, New Jersey, the mortgage of which is held by CA 912-924
Bergen Avenue LLC, as successor to Oritani Savings Bank.  The
Property consists of 59,500 square feet in three contiguous,
3 story mixed-use buildings occupying an entire block front in the
heart of Journal Square, a busy commercial and transportation hub
in Jersey City.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11623) on April 6, 2011.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, in New York,
represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.

In September, H&S Journal filed with the U.S. Bankruptcy Court for
the Southern District of New York a plan of reorganization and an
explanatory disclosure statement.  The Plan contemplates the sale
of the Debtor's property.  The Debtor believes the sale will
generate sufficient proceeds to pay creditors in full, or at least
provides the opportunity for full payment depending on the
ultimate sale price.


HARTFORD COMPUTER: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hartford Computer Hardware, Inc.
        1242A Remington Road
        Schaumburg, IL 60173

Bankruptcy Case No.: 11-49744

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Hartford Computer Group, Inc.         11-49750
Hartford Computer Government, Inc.    11-49752
Nexicore Services, LLC                11-49754

Chapter 11 Petition Date: December 12, 2011

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

Judge: Pamela S. Hollis

Debtors' Counsel: John P. Sieger, Esq.
                  KATTEN MUCHIN ROSENMAN LLP
                  525 W. Monroe Street
                  Chicago, IL 60661
                  Tel: (312)902-5294
                  Fax: (312)577-8681
                  E-mail: john.sieger@kattenlaw.com

                         - and ?

                  Paige E. Barr, Esq.
                  KATTEN MUCHIN ROSENMAN LLP
                  525 West Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5200
                  E-mail: paige.barr@kattenlaw.com

                         - and ?

                  Peter A. Siddiqui, Esq.
                  KATTEN MUCHIN ROSENMAN LLP
                  525 West Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5455
                  E-mail: peter.siddiqui@kattenlaw.com

Debtors'
Investment
Banker:           PARAGON CAPITAL PARTNERS, LLC

Debtors'
Special Counsel:  THORNTON GROUT FINNIGAN LLP

Debtors'
Notice and
Claims Agent:     KURTZMAN CARSON CONSULTANTS LLC

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

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

The petitions were signed by Brian Mittman, chief executive
officer.

List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Tech Data EDI                      --                     $663,472
P.O. Box 100594
Pasadena, CA 91189-0594

Quanta Computer Inc.               --                     $556,047
1621 Heil Quaker Boulevard
La Vergne, TN 37086

Global Electronics Supplies        --                     $182,407
5600 Timberlea Boulevard
Mississauga, ON L4W 4M6

Synnex Information Tech            --                     $151,193

C&K Industrial Painting            --                     $147,089

Sony Electronics Inc.              --                     $114,582

Ingram Micro, Inc. (EDI)           --                     $109,437

Staples Advantage                  --                     $105,953

Purolator Courier Ltd.             --                     $102,332

Aerotek Commercial Staffing        --                      $98,851

Cambridge Computer Services Inc.   --                      $84,901

Select Staffing                    --                      $82,096

Waxie Sanitary Supply              --                      $72,574

Tapo Canyon Warehouse              --                      $71,889

Cintas First Aid & Safety          --                      $65,713

Aerotek ULC                        --                      $57,655

United Parcel Service              --                      $52,966

Hewlett Packard                    --                      $43,963

Ripplepak                          --                      $35,801

Connex Service Inc.                --                      $35,261

IT XChange                         --                      $34,091

Enterprise Holdings Inc.           --                      $33,265

Apple Computer Inc. DTS            --                      $29,463

I.C.S. INC.                        --                      $28,312

Canada Customs & Revenue Agency    --                      $27,876

Flextronics Global Services Manches--                      $24,394

NEC Corporation of America         --                      $22,411

Tropical Realty & Investments      --                      $21,658

Toshiba of Canada LTD              --                      $18,780

Uline                              --                      $17,552


HAWAII MEDICAL: Siemens Says Supplement Unclear on Cure Amounts
---------------------------------------------------------------
Siemens Medical Solutions USA, Inc., has filed a limited objection
to Hawaii Medical Center's Amended Plan of Reorganization, dated
Sept. 8, 2011, Plan Exhibit 6.1 to the Plan ("Plan Supplement?)
and any notice of assumption sent or to be sent in connection with
the Plan Supplement.

As reported in the TCR on Sept. 15, 2011, the Amended Plan does
not provide for any distribution to holders of unsecured claims.
A full-text copy of the Amended Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?76ea

Siemens objects to the Plan Supplement and any Assumption Notice
to be sent to the extent it does not accurately state the cure
amount due to Siemens in connection with the assumption of the
Siemens' agreements identified on the Plan Supplement and objects
to the Plan to the extent it seeks to eliminate Siemens' right to
setoff, recoupment, counterclaim, cost recovery, etc. with respect
to any Rights of Action retained by the Reorganized Debtors.

As of Nov. 2, 2011, Debtors owed Siemens Medical Solutions an
aggregate of $29,913 pursuant to the Medical Agreements.

Siemens Medical Solutions objects to the Assumption of the
Scheduled Agreements to the extent the cure amount is not $29,913
plus additional payments, interest and expenses accruing but
unpaid prior to assumption (collectively, the "Correct Cure?), and
to the extent the Correct Cure is not paid within 60 days of the
Effective Date of the Plan.

Siemens Medical further objects to the assumption of the Scheduled
Agreements to the extent it cannot identify by the Debtors
descriptions, any other Siemens agreements listed therein and as
such cannot conclude there are not additional amounts owing to
other Siemens' entities.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.

St. Francis Healthcare System of Hawaii is represented by Jonathan
H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller
Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com
-- at Dewey & LeBoeuf LLP.


HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off
----------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 74.61 cents-on-
the-dollar during the week ended Friday, Dec. 16, 2011, a drop of
0.83 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 139 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.  The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.

The Company also reported a net loss of $214 million on $1.65
billion of total sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $238.60 million on $1.80 billion of
total sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                         *     *     *

As reported by the TCR on Sept. 16, 2011, Moody's Investors
Service has lowered all the credit ratings, including the
corporate family rating to Caa3 from Caa2, of Hawker Beechcraft
Acquisition Company LLC.  The rating outlook is negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio.  While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Wichita, Kan.-based Hawker
Beechcraft Inc., including the corporate credit rating to 'CCC'
from 'CCC+'.

"The downgrade reflects Hawker's continued poor credit protection
measures and tighter liquidity resulting from declining revenues,
significant (albeit improving) losses, and weak cash generation,"
said Standard & Poor's credit analyst Christopher DeNicolo.  "We
have concerns about the company's ability to maintain covenant
compliance."


HEALTHWAYS INC: Moody's Lowers Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's investors Service downgraded Healthways, Inc.'s Corporate
Family Rating to Ba3 from Ba2 and its Probability of Default
Ratings to B1 from Ba3. Moody's also downgraded the ratings on the
company's senior secured revolver and term loan to Ba3 from Ba2.
The Speculative Grade Liquidity Rating is unchanged at SGL-2 and
the outlook is negative.

The downgrade of the Corporate Family Rating reflects Healthways'
loss of its' largest customer Cigna HealthCare, Inc. The contract,
which ends in 2013 and begins winding down in fiscal 2012,
represents about 16% of total revenues or $115 million in fiscal
year 2011. The expected revenue loss in 2012 will be about $65
million and Moody's projections don't include Healthways'
recapturing any of the business, as it begins direct marketing to
CIGNA's members. Moody's does not expect the company to be able to
return to prior revenue levels in the near-term, even though the
company has been successful in winning new contracts in fiscal
2011. Moody's believes that the magnitude of the new contract wins
will be insufficient to mitigate CIGNA's revenue loss.

Following is a summary of Moody's rating actions.

Healthways, Inc.

Ratings Downgraded:

Corporate Family Rating to Ba3 from Ba2

Probability of Default Rating to B1 from Ba3

$345 million revolving credit facility due 2013 to Ba3 (LGD 3,
31%) from Ba2 (LGD 3, 31%)

$200 million term loan B expiring 2013 to Ba3 (LGD 3, 31%) from
Ba2 (LGD3, 31%)

Rating Affirmed

The Speculative Grade Liquidity Rating at SGL-2

RATINGS RATIONALE

Healthways' Ba3 Corporate Family Rating is constrained by the
company's relatively small revenue base, customer concentration
and ongoing challenges within the healthcare industry. The ratings
benefit from the company's leading market position in the health
management business, moderate leverage, and its commitment to
repay debt with free cash flow, which is expect to be about 2.5
times by the end of fiscal 2012.

The negative outlook reflects recent operating trends and the
challenges of improving results in a difficult healthcare
environment. The outlook also incorporates the company's pending
revolver maturity in fiscal 2013.

Healthways is weakly positioned in the Ba3 rating category. Any
further negative developments with regard to customer contracts or
Medicare Advantage profitability that significantly limits the
company's ability to repay debt in the near-term could result in a
downgrade. Specifically, ratings could be downgraded should
leverage increase above 3.5 times. Furthermore, a downgrade could
result from an erosion in the company's core business should there
be a shift in the competitive environment in which the company
operates.

An upgrade of the ratings is unlikely in the near term due to the
company's relatively small size and high level of customer
concentration. Over the long term, ratings could be upgraded if
changes to the healthcare system are not expected to negatively
impact Healthways, while also achieving revenues greater than $1.5
billion and adjusted debt to EBITDA below 2.5 times on a
sustainable basis.

The principal methodology used in rating Healthways, Inc. was the
Global Business and Consumer Services Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Healthways, Inc. ("Healthways"), headquartered in Franklin,
Tennessee, provides specialized, comprehensive healthcare support
programs and services, including disease management, high-risk
care management services and outcomes-driven wellness and health
improvement programs to health plans, employers, governments, and
hospitals, predominantly across the U.S. Healthways' revenues
totaled approximately $704 million for the twelve months ended
September 30, 2011.


HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 15
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of Dec. 15, 2011), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for November 2011,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/fGHE7k


                      About Hercules Offshore

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

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.

The Company also reported a net loss of $54.64 million on $492.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $50 million on $460.06 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.05
billion in total assets, $1.12 billion in total liabilities and
$928.65 million in total stockholders' equity.

                          *     *      *

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

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


HMC/CAH CONSOLIDATED: Court OKs Kilpatrick as Committee Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of HMC/CAH Consolidated, Inc. et al., sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of Missouri to retain the law firm of Kilpatrick Townsend &
Stockton LLP as its counsel.

The hourly rates of Kilpatrick Townsend's personnel are:

         Partners            $475 - $740
         Counsel                $475
         Associates          $265 - $420
         Paralegals             $220

Attorneys who will be primarily responsible for representing the
Committee and their hourly rates are:

         Todd C. Meyers         $725
         Colin M. Bernardino    $475
         Jeffrey P. Fuller      $390

Kilpatrick Townsend has agreed that, for purposes of these cases,
Mr. Meyers' hourly rate will be voluntarily reduced to $650.

                  About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HMC/CAH Consolidated, Inc.

The law firm of Kilpatrick Townsend & Stockton LLP represents the
Official Committee of Unsecured Creditors.


HOLDINGS OF EVANS: 2010-1 SFG Withdraws Plea Prohibiting Cash Use
-----------------------------------------------------------------
2010-1 SFG Venture LLC, notifies the U.S. Bankruptcy Court for the
Southern District of Georgia that it has withdrawn its motion to
compel Holdings of Evans, LLC to immediately cease using cash
collateral; to sequester and account for all cash collateral; and
for adequate protection, filed on Oct. 20, 2011.

2010-1 SFG Venture, LLC, asserts a claim against the Debtor
totaling $5,316,441.64 as of the Petition Date, secured by real
property at 156 Classic Road, Athens, Georgia.  The non-default
rate of interest on the obligation secured by the Debtor's assets
totals 6% per annum.

2010-1 SFG Venture LLC is represented by:

         Michael F. Holbein, Esq
         Sean C. Kulka, Esq.
         Whitney R. Travis, Esq.
         ARNALL GOLDEN GREGORY LLP
         171 17th Street, N.W., Suite 2100
         Atlanta, GA 30363-1031
         Tel: (404) 873-8500
         Fax: (404)873-8501
         E-mail: michael.holbein@agg.com
                 sean.kulka@agg.com
                 whitney.travis@agg.com

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No.
11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides over the
case.  Shepard Plunkett Hamilton Boudreaux LLC serves as the
Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the Chapter 11 filing.
The petition was signed by GB Sharma, managing member.


HOVNANIAN ENTERPRISES: Incurs $286-Mil. Net Loss in Fiscal Q4
-------------------------------------------------------------
Hovnanian Enterprises, Inc., reported a net loss of $98.34 million
on $341.62 million of total revenues for the three months ended
Oct. 31, 2011, compared with a net loss of $132.11 million on
$353.01 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $286.08 million on $1.13
billion of total revenues for the fiscal year ended Oct. 31, 2011,
compared with net income of $2.58 million on $1.37 billion of
total revenues a year ago.

The Company's balance sheet at Oct. 31, 2011, showed $1.60 billion
in total assets, $2.09 billion in total liabilities and a $496.60
million total deficit.

"We were pleased that our fourth quarter deliveries and
homebuilding revenues were in line with our expectations.  Our
fourth quarter gross margin increased slightly from the third
quarter, but the increase was not as much as we expected, due
primarily to the need to offer additional incentives and lower
base prices.  This is reflective of a persistently challenging
housing market," commented Ara K. Hovnanian, Chairman of the
Board, President and Chief Executive Officer.  "However, our cash
flow in the fourth quarter of 2011, both before and after land
spend, was materially better than any of the periods since we
began reporting this information five quarters ago."

A full-text copy of the press release is available at:

                        http://is.gd/0wZqEC

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


HOWREY LLP: Creditors Accuse Wiley Rein of Overbilling
------------------------------------------------------
Ben Fischer, staff reporter at Washington Business Journal,
reports that Howrey LLP creditors have accused Wiley Rein LLP
of overbilling the bankrupt law firm's estate and have also cast
aspersions on Wiley Rein's legal advice in the early phases of
bankruptcy proceedings that began in April 2011.

According to the report, Wiley Rein filed in October to collect
more than $1 million in fees for four months of work by 14
lawyers.

The report notes Wiley Rein along with six other companies working
on the case billed Howrey $3.26 million for work on the wind-down
from June to October 2011.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq. -- kcornish@paulweiss.com -- a partner at Paul,
Weiss, Rifkind, Wharton & Garrison.  Representing Howrey is H.
Jason Gold, Esq. -- jgold@wileyrein.com -- a partner at Wiley
Rein.


HUPAH FINANCE: Moody's Cuts Secured Credit Facility Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded Hupah Finance Inc.'s (doing
business as Capital Safety Group) proposed senior secured
revolving credit and term loan B facility to B1 from Ba3. This
action follows the company's announced change to the capital
structure wherein the proposed senior secured Term Loan B is
increased by $50 million to $425 million from $375 million and the
proposed unsecured notes are decreased by a like amount to $125
million from $175 million. The Corporate Family (CFR) and
Probability of Default (PDR) ratings are affirmed at the B2 level
as the company's total debt, as well as its business fundamentals,
are unchanged. The downgrade to the Senior Secured facility rating
to one notch above the CFR from two notches is caused by the
increased proportion of the secured facility in the capital
structure, thus moving it closer to the CFR rating, consistent
with Moody's Loss Given Default Methodology. The company's ratings
outlook remains stable.

Downgrades:

   Issuer: Hupah Finance Inc.

   -- $45 million senior secured revolving credit facility,
      Downgraded to B1, LGD3, 36% from Ba3, LGD3, 32%

   -- $425 million senior secured term loan B, Downgraded to B1,
      LGD3, 36% from Ba3, LGD3, 32%

The principal methodology used in rating Capital Safety is Moody's
Global Manufacturing Industry Methodology, published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Capital Safety Group, leading global provider of Fall Protection
Equipment and operates under Sala, Protecta and Uniline brand
names. Proforma fiscal year March 2012, the company is expected to
have revenues slightly above $300 million.


HUSSEY COPPER: Patriarch Partners Closes Buyout
-----------------------------------------------
Nick Jonson at Platts reportsthat US private equity firm Patriarch
Partners officially acquired Hussey Copper on Dec. 16, 2011.  The
report says former manufacturing executive Joe Mallak was
appointed CEO of the newly acquired company.  Mr. Mallak, with 23
years of experience in the metals and automotive sectors, has held
executive positions at aluminum majors Aleris International and
Century Aluminum, as well as Ford Motor Co.

"I am thrilled to have the opportunity to lead Hussey into its
next stage of growth with new innovative products and world class
service to Hussey's loyal customer base," the report quotes Mr.
Mallak as saying.  "I want Hussey to be a true business partner
helping to foster greater success for all of our valued
customers."

As reported by the Troubled Company Reporter on Nov. 17, 2011,
Patriarch Partners, the buyout firm of distressed debt mogul Lynn
Tilton, acquired Hussey Copper for $107.8 million in a nine-hour,
34-round auction.  Bankruptcy Law360 reported that J. Scott
Victor, managing director of SSG Capital Advisors LLC, said
Patriarch subsidiary Libertas Copper LLC outbid four others,
including industry player Kataman Metals LLC and rival private
equity firm KPS Capital Partners LP, to land Hussey.  A Kataman
affiliate, KHC Acquisition LLC, served as stalking horse bidder,
offering $88.7 million for the assets.

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.


IMPERIAL SUGAR: Expects Net Loss of $50-$55 Million in Fiscal 2011
------------------------------------------------------------------
Imperial Sugar Company has served notice of it inability to timely
file its annual report on Form 10-K for the fiscal year ended
Sept. 30, 2011.

The Company said it has not received audited financial statements
from Louisiana Sugar Refining, LLC, a significant equity method
investee.  Additionally, the Company has not finalized the
accounting adjustments required to be recorded for the year ended
Sept. 30, 2011, concerning equity investment carrying values,
asset impairment values and derivative gain recognition.  As a
result of these items, additional time is required for the Company
to complete its financial statements and for the Company's
auditors to complete their audit of the Company's financial
statements for the year ended Sept. 30, 2011.  The Company
believes that the Form 10-K will be completed within the fifteen
day extension period provided under Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.

Based on unaudited, preliminary estimates, the Company expects to
report a net loss of between $50 and $55 million for the year
ended Sept. 30, 2011, compared to net income of approximately
$137 million for the year ended Sept. 30, 2010.

The Company anticipates that its Form 10-K for the year ended
September 30, 2011, will include an explanatory paragraph from the
Company's independent registered public accounting firm expressing
substantial doubt about its ability to continue as a going
concern.

"The Company is currently in compliance with the covenants of its
bank credit agreement; however future cash needs, including
capital expenditures, pension contributions, and margin
requirements of the commodity futures program, as well as the need
to fund possible future operating losses in the event current
margin pressures continue, could trigger the applicability of
financial covenants and other restrictions contained in the bank
credit agreement,"the Company said in the filing.  "In such an
event, it is possible that the Company will not be in compliance
with such covenants and will need to seek a waiver from its
lenders in order to avoid an event of default under the bank
credit agreement.?

Sugar Land, Tex.-based Imperial Sugar Company (NASDAQ: IPSU)
-- http://www.imperialsugar.com/-- is one of the largest
processors and marketers of refined sugar in the United States to
food manufacturers, retail grocers and foodservice distributors.
The Company markets products nationally under the Imperial(R),
Dixie Crystals(R) and Holly(R) brands.

The Company reported a net loss of $20.8 million on $616.5 million
of sales for the nine months ended June 30, 2011, compared with
net income of $139.2 million on $643.6 million of sales for the
nine months ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$498.9 million in total assets, $293.8 million in total
liabilities, and stockholders' equity of $205.1 million.


IMPERIAL PETROLEUM: Incurs $1 Million Net Loss in Oct. 31 Quarter
-----------------------------------------------------------------
Imperial Petroleum, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.09 million on $36.49 million in total operating
income for the three months ended Oct. 31, 2011, compared with net
income of $689,372 on $15.92 million of total operating income for
the same period during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed
$20.64 million in total assets, $20.02 million in total
liabilities and $617,446 in total stockholders' equity.

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

                        http://is.gd/Brp9OJ

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

Weaver Martin & Samyn, LLC, in Kansas City Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and is dependent
upon obtaining debt financing for funds to meet its cash
requirements.


INNOVIDA HOLDINGS: Judge Rejects Plan, Converts Case to Chapter 7
-----------------------------------------------------------------
A bankruptcy judge converted Claudio Osorio's personal and
corporate bankruptcy cases to Chapter 7 liquidation.

Mimi Whitefield at The Miami Herald reports that U.S. Bankruptcy
Judge Robert A. Mark rejected on Dec. 16, 2011, Claudio Osorio's
bankruptcy reorganization plan and ruled that his company,
InnoVida Holdings, should be liquidated.

According to the report, Mr. Osorio plans to form a new company to
churn out state-of-the-art composite panels for low-cost housing
around the world.

The report relates that attorneys for creditors expressed grave
concerns about Mr. Osorio's plan to restart InnoVida under a new
name, SPV, and revive contracts in Haiti, the United Arab Emirates
and other countries, and said the enterprise shouldn't continue
with Mr. Osorio in control.

The report says one of the big stumbling blocks was Mr. Osorio's
inability to account for millions of dollars he once claimed to
have deposited in the Royal Bank of Canada in the Cayman Islands.
During bankruptcy proceedings, he was asked repeatedly to turn
over records for the accounts.

According to the report, the latest explanation for the missing
$40 million the Cayman accounts were once said to hold was that it
had been a mistake.  A disclosure statement filed by Geoffrey S.
Aaronson, Esq., Mr. Osorio's attorney, said: "It appears that the
financial information contained within the consolidated financial
statements was partially based upon unverified data contained
within Royal Bank of Canada communications, which were incorrect,
and significantly overstated InnoVida's liquid financial
position."

The report says lawyers for the bankruptcy trustee and the
Unsecured Creditors Committee argued on Dec. 14, 2011, for
approval of the reorganization plan, with a few minor changes,
saying even though they didn't have faith in Mr. Osorio's ability
to run a company, they thought reorganization offered a change to
recover more money -- even if Mr. Osorio's new company ultimately
failed.

In August, Millport Associates, a subsidiary of Brazilian
conglomerate Inepar, purchased the assets and intellectual
property of InnoVida, including trade secrets and the resin
formula, at a bankruptcy auction for $500,000.  According to the
Miami Herald, Millport opposed the reorganization and its
attorneys have argued that Mr. Osorio planned to operate his new
venture "with precisely the assets" sold.

                   About InnoVida and Osorio

Receiver Mark S. Meland, at Meland Russin & Budwick, PA, filed a
Chapter 11 petition for InnoVida Holdings, LLC, fdba COEG, LLC
(Bankr. S.D. Fla. Case No. 11-17702) on March 24, 2011.  Separate
Chapter 11 petitions were filed for these affiliates: InnoVida
MRD, LLC (Case No. 11-17704), InnoVida Services, Inc. (Case No.
11-17705), and InnoVida Southeast, LLC (Case No. 11-17706).  Peter
D. Russin, Esq., at Meland Russin & Budwick, P.A., serves as
bankruptcy counsel.  InnoVida Holdings has under $50,000 in assets
and $10 million to $50 million in debts, according to the
petition.

Founder Claudio Eleazar and Amarilis Osorio filed a separate
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-17075) on
March 17, 2011.  Mr. Osorios is being accused of fraud and
mismanagement.

Bankruptcy Judge Robert A. Mark authorized the appointment of Mark
S. Meland as trustee for InnoVida. Mr. Meland, who had been
serving as a receiver for the business in the wake of the
allegations against Mr. Osorio, was the one who ushered InnoVida
into bankruptcy.


IRVINE SENSORS: Secures $5 Million Revolving Credit Facility
------------------------------------------------------------
Irvine Sensors Corporation has secured a two-year, $5 million
revolving credit facility, subject to various debt covenants.  The
firm has drawn down the entire $5 million available under the
facility and has used approximately $1.9 million of those funds to
pay off the remaining balance of a short-term secured promissory
note, which was subject to monthly debt service and was fully due
in July 2012.  ISC8 expects to use some or all of the additional
funds under the facility, as appropriate, for working capital
purposes.

In connection with the execution of the new revolving credit
facility, the Company issued a warrant to the new lender providing
for the purchase of up to 15 million shares of the Company's
common stock at an exercise price of $0.11 per share.  The number
of shares purchasable through exercise of this warrant will be
reduced by 5 million shares if the Company achieves certain
operating results and revenue targets in calendar 2012.

Bill Joll, ISC8's CEO and President, said "This new credit
facility improves our current liquidity position and further
supports the commercialization of our planned products.  We
particularly appreciate the assistance of our existing primary
investors who were instrumental in the securing and structuring of
this financial package."

In preparation for the Company's new credit facility, the Company
entered into a General Release Agreement with Summit Financial
Resources, L.P., on Dec. 13, 2011.  Pursuant to this Release, the
Company paid to Summit $25,000 in cash in consideration for the
termination and satisfaction of all outstanding indebtedness and
obligations owed by the Company to Summit pursuant to that certain
Financing Agreement dated June 16, 2009, together with all
supplements and addendums thereto.  Under the Financing Agreement,
Summit previously provided factoring advances to the Company
against the Company's receivables.

On Dec. 9, 2011, the Company filed a definitive proxy statement
with the Securities and Exchange Commission, which included the
filing of the Company's audited financial statements for the
fiscal year ended Oct. 2, 2011.

                        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.

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

The Company's balance sheet at July 3, 2011, showed $12.16 million
in total assets, $29.49 million in total liabilities, and a
$17.32 million total stockholders' deficit.

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 Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.


JAMES A MEIS: Court Rules on Avoidance Suit v. Wells Fargo
----------------------------------------------------------
JAMES A. MEIS, v. THE FOWLER STATE BANK, WELLS FARGO BANK, NA fka
WELLS FARGO BANK, MINNESOTA, NA, Adv. Proc. No. 11-5011 (Bankr. D.
Kan.), asserts two claims for relief against Wells Fargo Bank,
N.A.  Mr. Meis first alleges that Wells Fargo's mortgage on land
he owns may be avoided "under 11 USC Sec. 544" because it contains
an incorrect legal description of his property.  He also asserts
that Wells Fargo lacks standing to enforce the note this mortgage
secures even though the note was endorsed in blank by the original
obligee, Bank of America.  Wells Fargo counters that neither of
these claims factually or legally support relief and that Mr.
Meis's amended complaint against it should be dismissed under Fed.
R. Bankr. P. 7012 and Fed. R. Civ. P. 12(b)(6).

In a Dec. 9, 2011 Order, Bankruptcy Judge Robert E. Nugent granted
in part, and denied, in part, Wells Fargo's motion to dismiss the
action.  Judge Nugent ruled that the avoidance claim is facially
plausible, but the standing claim is not.  Judge Nugent held that
Mr. Meis's complaint does not challenge Wells Fargo's or its
servicer BAC's possession of the note.  Rather, Mr. Meis complains
that the way they got the note somehow offends a pooling and
servicing agreement that governs the rights of the business trust
that holds a beneficial interest in the note.  As Mr. Meis is not
a party to the Pooling Agreement, he cannot rely on its having
been breached as a defense to his own liability on the note
itself.

Mr. Meis is directed to revise the caption of the amended
complaint to reflect that Wells Fargo is a party defendant.  Wells
Fargo shall have 14 days from the order to answer the amended
complaint.

A copy of Judge Nugent's decision is available at
http://is.gd/o7OeuEfrom Leagle.com.

James A. Meis in Cimarron, Kansas, filed a Chapter 11 bankruptcy
(Bankr. D. Kan. Case No. 10-13207) on Sept. 21, 2010.  Judge
Robert E. Nugent presides over the case.  Elizabeth A. Carson,
Esq. -- lcarson@ksadvocates.com -- at Bruce Bruce & Lehman LLC,
serves as the Debtor's counsel.  Mr. Meis listed under $50,000 in
assets and $1 million to $10 million in debts.


KLN STEEL: Hires Conway Mackenzie as Financial Advisor
------------------------------------------------------
KLN Steel asks the U.S. Bankruptcy Court for the Western District
of Texas for approval to employ Conway MacKenzie, Inc., as
financial advisor.

Upon retention, the firm will, among other things:

   a. provide assistance with the preparation of 13-week cash flow
      forecast and evaluate short-term liquidity requirements of
      the Company;

   b. provide assistance with the preparation of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports, if necessary; and

   c. oversight and assistance with preparation of financial
      information for distribution to creditors and others,
      including but not limited to cash flow projections and
      budgets, cash receipts and disbursements, analysis of
      various asset and liability accounts and analysis of
      proposed transactions for which Court approval is sought.


John T. Young, Jr., senior managing Director of Conway MacKenzie,
Inc., attests that the firm is a "disinterested person" as the
term  is defined in Section 101(14) of the Bankruptcy Code. Inc.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta were originally assigned to the KLN and
Dehler cases.  The Furniture by Thurston case was given to Judge
H. Christopher Mott.  Judge Mott now oversees all three cases.
Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the
Debtors' counsel.  Each of the Debtors estimated assets and debts
of $10 million to $50 million.   The petition was signed by Edward
J. Herman, president.


KRONOS INC: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Kronos Incorporated's B2
Corporate Family Rating (CFR) and assigned B1 ratings to the
company's proposed incremental first-lien term loan and the
extended tranches of the first-lien credit facilities. Moody's
also lowered the ratings for the company's existing first lien
secured credit facilities to B1 from Ba3, and affirmed the Caa1
rating for the existing as well as extended tranche of the second
lien term loan. The outlook for ratings is stable. Kronos will use
the proceeds from $370 million of incremental first lien term loan
combined with about $200 million of cash on hand to pay dividends
to shareholders. The company is concurrently seeking an amendment
to its credit agreements to extend the maturities for a portion of
its first and second-lien credit facilities by 3 years.

RATINGS RATIONALE

These rating actions are taken:

Issuer: Kronos Incorporated

   -- Corporate Family Rating: B2, affirmed

   -- Probability of Default Rating: B2, affirmed

   -- Senior Secured Revolver Credit Facility due June 2013 -- B1,
      LGD 3, 36%, downgraded from Ba3, LGD 3, 30%

   -- Senior Secured Revolver Credit Facility (extended tranche)
      due June 2016 - Assigned, B1, LGD 3, 36%

   -- 1st Lien Term Loan due June 2014 - B1, LGD 3, 36%,
      downgraded from Ba3, LGD 3, 30%

   -- 1st Lien Term Loan (extended tranche) due June 2017 ?
      Assigned, B1, LGD 3, 36%

   -- $370 million 1st Lien Incremental Term Loan due December
      2017 - Assigned, B1, LGD 3, 36%

   -- 2nd Lien Term Loan due June 2015 -- Affirmed, Caa1 (LGD
      assessments changed to LGD 5, 88% from LGD 5, 84%)

   -- 2nd Lien Term Loan (extended tranche) due June 2018 ?
      Assigned, Caa1, LGD 5, 88%

Outlook: Stable

The proposed dividend recapitalization will increase Kronos'
leverage to 5.5x from 4.4x (Total Debt/FY 2011 EBITDA,
incorporating Moody's standard analytical adjustments) and reduce
the company's financial flexibility amid intensifying competition
in the human capital management enterprise software market. The
transaction will absorb some of the cushion available under the
existing B2 CFR which resulted from the company's meaningful
deleveraging since its leveraged buyout by existing sponsors in
March 2007.

The affirmation of Kronos' B2 CFR reflects Moody's expectations
that Kronos will generate strong and growing cash flow from
operations driven by revenue growth and modest expansion in EBITDA
margins. However, despite expectations for Kronos' strong cash
flow generation and its resulting ability to pare debt, Moody's
believes that the company's aggressive shareholder-oriented
financial policies will cause leverage to remain elevated over the
foreseeable future.

The B2 CFR reflects Kronos' leading market position in the niche
workforce management applications market, its large and
diversified installed base of enterprise clients, and high-levels
of recurring maintenance revenue which provide good revenue and
cash flow visibility. The rating considers Kronos' high leverage,
its moderate scale relative to more diversified peer software
companies, its high geographic and product line concentration, and
competitive operating environment.

As part of the ratings actions, Moody's lowered the ratings for
the company's existing first-lien credit facilities to reflect the
increase in proportion of first-lien debt in the capital
structure.

Given the company's high leverage Moody's does not anticipate a
rating upgrade in the near-to-intermediate term.

Moody's could lower Kronos' rating or outlook if the company's
market position weakens or operating performance deteriorates,
resulting in declining revenue and EBITDA, or an erosion in
liquidity. Downward rating pressure could develop if Kronos is
unable to sustain total debt-to-EBITDA leverage below 6.0x and
free cash flow/Debt ratio declines to the low single digits.

The principal methodology used in rating Kronos Incorporated was
the Global Software Industry Methodology published in May 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Chelmsford, MA, Kronos provides human capital
management solutions to enterprise customers.


KTLA LLC: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California dismissed the Chapter 11 case of
KTLA, LLC.

On Oct. 25, 2011, the Court approved the sale of two real
properties in Los Angeles, Calif., for $11.05 million.  The sale
closed on Nov. 4, 2011, and $679,354 of the net proceeds of the
sale was distributed to the Debtor.  The remaining $1,350,000 was
held in escrow.

On Nov. 4, 2011, the Court entered an order approving a
stipulation between the Debtor and the holders of liens against
the Debtor's properties in Los Angeles, Calif.  The stipulation
provides that the lienholders will have relief from the automatic
stay to foreclose their liens provided that the lienholders reduce
their liens by a total of $1,350,000.

The lienholders foreclosed their liens against, and completed
trustee sales on Nov. 10, 2011.  As a result of the sale, and the
stipulated reduction in liens against said properties, on Nov. 11,
2011, the Debtor will receive a further $1,150,000 from escrow;
California Mortgage and Realty, Inc., the ultimate manager of the
Debtor, will receive $200,000 in commissions from escrow.  The
Debtor will have received a total of $2,029,354.31.

The Debtor scheduled $25,181 in general unsecured claims.  No
proofs of claim for unsecured claims were filed except for an $800
priority claim filed by the Franchise Tax Board.  Accordingly, it
appears that the estate is solvent and the Debtor is in possession
of funds sufficient to pay all unsecured claims in full.

As reported in the Troubled Company Reporter on Nov. 18, 2011, the
Debtor said that as a result, it is not in need of the protections
of the automatic stay and the Bankruptcy Code, and proceeding with
the case will impose unnecessary expense upon the Debtor's estate.
Moreover, CMR Commercial Mortgage Fund, LLC, owner of the Debtor,
desires to obtain and use the net proceeds of the sale as soon as
possible.  Therefore, dismissal of the within case is in the best
interests of the estate.

                          About KTLA LLC

San Francisco, California-based KTLA LLC filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-32401) on June 27,
2011.  Judge Thomas E. Carlson presides over the case.  Reno F.R.
Fernandez, Esq., at MacDonald and Assoc.  Iain A. Macdonald, Esq.,
and Reno F.R. Fernandez, Esq. -- iain@macdonaldlawsf.com and
r.fernandez@macdonaldlawsf.com -- at Macdonald and Associates,
serve as bankruptcy counsel.  The Debtor disclosed $25,543,987 in
assets and $18,798,387 in liabilities as of the Chapter 11 filing.
The petition was signed by Graham Seel, SVP, California Mortgage
and Realty.

Breakwater Equity Partners LLC acts as consultant to assist in
analyzing claims against.  Macdonald & Associates is the company's
general bankruptcy counsel.


L.A. DODGERS: To Pursue Arbitration in Insurance Case
-----------------------------------------------------
The Los Angeles Dodgers is asking the Bankruptcy Court for
permission to proceed with arbitration in a $3 million insurance
dispute with Hartford Life Insurance Co.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Paul Shuey, a retired Dodgers pitcher, is at the
center of the dispute.  DBR, citing a Los Angeles Times report,
recounts Mr. Shuey underwent hip surgery in October 2003.  He tore
a tendon in his thumb in March 2004 and had a second hip surgery
that July, leaving him in the dugout for the whole 2004 season.
In court papers, the Dodgers' attorneys said the team remained on
the hook for Mr. Shuey's 2004 season salary of $3.25 million and
therefore filed a claim to draw insurance proceeds from Hartford.
The insurer, however, said Mr. Shuey wasn't totally disabled when
his coverage expired, pointing to the multiple injuries the
pitcher received over the span of nearly a year.  The Dodgers
later sued to force Hartford to cover its claim, and the lawsuit
has been ordered into arbitration.

According to DBR, $1.7 million of the Dodgers' claim is for
contract damages.

The U.S. Bankruptcy Court will weigh in on the matter at a Jan. 11
hearing, DBR says.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


L.A. DODGERS: Says It Owes No Damages in Fox Deal
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers opened its latest barrage
against Fox Entertainment Group Inc., the principal antagonist in
the baseball club's effort at emerging from bankruptcy
reorganization with a plan throwing off millions for the team's
owner Frank McCourt. Papers filed on Dec. 15 in U.S. Bankruptcy
Court in Delaware contend that there are no damages even if the
Dodgers breached Fox's license to broadcast games through the 2013
season.

According to the report, to enhance the team's value when it goes
up for sale in early 2012, the Dodgers prevailed on the bankruptcy
judge to allow the marketing of television rights beginning with
the 2014 season.

Mr. Rochelle recounts that the bankruptcy judge this month
overruled Fox's objection based on provisions in the contract
barring discussions with anyone else before October 2012.  Fox
claims that marketing television rights now gives rise to
$1 billion in contract damages. In Dec. 15 papers, the team wants
the judge to rule that there are no damages, on several theories.

Mr. Rochelle notes that having little or no damages is important
because whatever Fox receives will come out of Mr. McCourt's
pocket.  The Dodgers' first argument is that Fox wasn't damaged
because the bankruptcy judge ruled in an opinion last week that
the so-called no-shop provision is unenforceable in bankruptcy.
Even if the there were a breach, the baseball club contends that
California state law won't give Fox any damages claim because the
amount of injury is too speculative.  The Dodgers base their
argument for no damages on the notion that there is no assurance
Fox would win a contract extension even if there were there no
negotiations with anyone else until late 2012.

The bankruptcy judge is currently scheduled to hold a Feb. 8
hearing to rule whether Fox has any damages, and if so, how much.

If necessary, the Dodgers are asking the bankruptcy judge to use a
provision in bankruptcy law allowing him to estimate damages if
it's not possible to make a definitive ruling before the team is
scheduled to emerge from bankruptcy.

                   About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LAREDO PETROLEUM: Moody's Says IPO is a Positive Step
-----------------------------------------------------
Moody's Investors Services commented that Laredo Petroleum, Inc.'s
(Laredo, B3 stable) IPO is positive for its credit profile,
although the impact is not large enough to change the ratings or
outlook. The $297.5 million of proceeds will enhance liquidity and
help fund the company's rapid expansion, but Moody's expects
leverage to rise during 2012 with capital spending well in excess
of cash flow.

The principal methodology used in rating Laredo was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Laredo Petroleum, Inc. is an independent exploration and
production company headquartered in Tulsa, OK.


LEAR CORP: Says Ch. 11 Case Should Block Class Action Suits
-----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Lear Corp. on Friday
defended its move to escape potentially massive antitrust
litigation, telling a New York bankruptcy judge that the
reorganized company's brief stint in Chapter 11 protection should
shield it from dozens of class actions.

Headquarters in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers
of automotive seating systems and electrical distribution and
power management systems. The Company's world-class products are
designed, engineered and manufactured by a diverse team of
approximately 75,000 employees at 205 facilities in 36 countries.
Lear's common shares are traded on the New York Stock Exchange
under the symbol [LEA].

Lear Corp. and its affiliates filed for Chapter 11 on July 7, 2009
(Bankr. S.D.N.Y. Case No. 09-14326).  Attorneys at Kirkland &
Ellis LLP, served as the Debtors' bankruptcy counsel.  In November
2009, Lear emerged from bankruptcy protection.


LEHR CONSTRUCTION: Court OKs Glanstein as Counsel
-------------------------------------------------
Lehr Construction Corp.'s Chapter 11 trustee, Jonathan L. Flaxer,
sought and obtained permission from the the U.S. Bankruptcy Court
for the Southern District of New York to employ Glanstein LLP as
special labor and employment law counsel.

The Debtor is currently winding down its business operations,
which will result in the discontinuance of the Debtor's various
employment benefit programs and termination of employees.

Upon retention, the firm will, among other things:

   -- advise the Chapter 11 Trustee to the proper procedures
      to terminate various employment benefit programs,

   -- properly notify participants in the various employment
      benefit programs of their rights; and

   -- counsel the Chapter 11 Trustee concerning labor and
      employment law issues as they arise.

David Glanstein, a member of Glanstein LLP, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The Chapter Trustee 11 understands that Gianstein LLP will charge
for services rendered on an hourly basis, and for reimbursement
for reasonable expenses incurred in connection with performing
the services.

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.


L.I.F.T. LLC: Malcolm Loses Injunction Plea; Attorneys Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana,
denied Malcolm Petal's motion to enjoin unauthorized
representation of L.I.F.T. (Louisiana Institute of Film
Technology), LLC's.

Malcolm Petal, a creditor and owner of an individual plurality of
45% of the membership interest of the Debtor, requested that the
unauthorized counsel -- Steffes, Vingiello & McKenzie, LLC and
McGlinchey Stafford, PLLC -- be striken from the record and both
barred be from further filings without the Debtor's authorization.

According to Malcolm Petal:

   1. Neither Steffes Vingiello and attorney William E. Steffes
are authorized to represent the Debtor.  The management and the
membership interests of the Debtor are at impasse regarding the
appointment of the counsel for which there is no provision in the
Debtor's operating agreement.  Consequently, there is a litigation
pending in Orleans Parish Civil District Court to resolve the
impasse.

   2. Specifically, the operating agreement allows either manager
to hire or fire attorneys, and required a unanimity of the
membership interest in matters that involve all or substantially
all, of the Debtor's assets.

In its order, the Court stated that it will grant the applications
to employ Steffes, Vingiello & McKenzie, LLC as counsel for Debtor
and McGlinchey Stafford, PLLC as special counsel.

As reported in the Troubled Company Reporter on Nov. 11, 2011,
Steffes Vingiello is expected to, among other things:

   (a) advise the Debtor with respect to its rights, powers
       and duties as Debtor and Debtor in Possession in the
       continued operation and management of the business
       and property;

   (b) prepare and pursue confirmation of a plan of
       reorganization and approval of a disclosure statement; and

   (c) prepare on behalf of the Debtor all necessary
       applications, motions, answers, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed.

The TCR reported on Nov. 14, 2011, that the law firm of McGlinchey
Stafford, PLLC, is representing the Debtor as special counsel to
the Debtor, in connection with the Debtor's claims for recovery of
tax credits from the State of Louisiana which are the most
substantial assets of the Debtor's estate.

McGlinchey is a creditor of the Debtor with a claim amount for
services rendered that has not been definitively quantified.

To the best of the Debtor's knowledge, Steffes Vingiello and
McGlinchey are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

      About LIFT (Louisiana Institute of Film Technology) LLC

New Orleans, Louisiana-based LIFT (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.

William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC,
in New Orleans, represents the Debtor as counsel.  The Debtor
disclosed $24,359 in assets and $2,844,045 in liabilities.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.


LI-ON MOTORS: Posts $287,200 Net Loss in Oct. 31 Quarter
--------------------------------------------------------
Li-on Motors Corp., formerly EV Innovations, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of $287,223 on
$172,318 of revenues for the three months ended Oct. 31, 2011,
compared with net income of $1.6 million on $126,985 of revenues
for the three months ended Oct. 31, 2010.

Results for the three months ended Oct. 31, 2010, include receipt
of net proceeds of $2,425,272 from Automotive XPrize.

The Company's balance sheet at Oct. 31, 2011, showed $4.5 million
in total assets, $4.7 million in total liabilities, and a
stockholders' deficit of $210,618.

As reported in the TCR on Dec. 6, 2011, Madsen & Associates, CPA's
Inc., Murray, Utah, expressed substantial doubt about Li-on
Motors' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011.  The
independent auditors noted that the Company did not have any
revenue from vehicle sales in 2011, does not have cash flows to
support its current operations and needs reserve to cover expenses
in future periods as the Company continues to incur losses from
operations.

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

                       http://is.gd/HwdggR

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.


LI-ON MOTORS: Incurs $287,000 Net Loss in Oct. 31 Quarter
---------------------------------------------------------
Li-On Motors Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $287,223 on $172,318 of total revenue for the three
months ended Oct. 31, 2011, compared with net earnings of $1.56
million on $126,985 of total revenue for the same period during
the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $4.46 million
in total assets, $4.69 million in total liabilities and a $230,618
total stockholders' deficiency.

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

                        http://is.gd/HwdggR

                         About Li-On Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

Madsen & Associates, CPA's Inc., Murray, Utah, expressed
substantial doubt about Li-on Motors' ability to continue as a
going concern.  The independent auditors noted that the Company
did not have any revenue from vehicle sales in 2011, does not have
cash flows to support its current operations and needs reserve to
cover expenses in future periods as the Company continues to incur
losses from operations.

The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories.  The
Company was the winner in its entry class.  On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.


MADISON 92nd: Wants Additional Time to Negotiate Terms of the Plan
------------------------------------------------------------------
Madison 92nd Street Associates asks the U.S. Bankruptcy Court for
the Southern District of New York to extend its exclusive periods
to file and solicit acceptances for the proposed plan of
reorganization until March 14, 2012, and May 14, 2012,
respectively.

The Debtor filed its request for an extension before the exclusive
periods was set to expire on Dec. 15.

The Debtor relates that the terms of the plan will likely need
additional time for further negotiations and discussion following
the opportunity to consider the examiners' findings.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel .


MARION AMPHITHEATRE: U.S. Trustee Unable to Form Committee
----------------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Marion Amphitheatre, LLC because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

Marion Amphitheatre, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 11-06980) on Nov. 9, 2011.  Marion Amphitheatre
scheduled assets of $26,235,309 and scheduled debts of
$23,945,393.  The petition was signed by Michael Guarco, Sr.,
manager-member.  G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina, serves as counsel to the
Debtor.


MEDIA GENERAL: GAMCO Asset Owns 22.8% of Class A Common Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management Inc. and its
affiliates disclosed that, as of Dec. 14, 2011, they beneficially
owns 5,161,024 shares of Class A Common Stock of Media General,
Inc., representing 22.84% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/cNtWfX

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company's balance sheet at Sept. 25, 2011, showed
$1.08 billion in total assets, $985.24 million in total
liabilities, and $97.30 million in total stockholders' equity.

                           *     *      *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MOORE SORRENTO: Wants to Incur Unsecured Debt for Finish-Out Work
-----------------------------------------------------------------
Moore Sorrento, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to incur unsecured
debts outside the ordinary course of business.

As of the Petition Date, Wells Fargo Bank, N.A. asserted that the
outstanding aggregate principal amount owed on the notes was at
least $39 million.  Wells Fargo asserts interest in and liens on,
among other things, the Shopping Center -- a real property located
in Moore, Oklahoma commonly known as the Shops at Moore -- to
secure payment.

The Debtor relates that prepetition, it agreed, at its own
expense, to make certain improvements to and conduct other work at
the premises for the commencement of operations by tenant
SuperCuts, Inc. (finish-out work).

The Debtor entered into a $52,595 contract with Crandall
Properties, LLC to do the work, however, when Crandall wasn't paid
$42,417 due to the pendency of the case, Crandall ceased
performing finish-out work.

Lately, the Debtor was advised that SuperCuts, desired to commence
operations at the premises soon as possible and is concerned that
if the finish-out work is not completed promptly, SuperCuts'
prospects for successful operations will be harmed because a
competitor is opening a new location in the area of the shopping
center.  The Debtor is concerned that if the finish-out work is
not completed soon, SuperCuts may seek to terminate the lease.

In this relation, Burk Collins, one of the Debtor's owners,
entered into negotiations with Crandall under which Crandall
Properties, LLC, will recommence and complete the finish-out work.

The terms of agreement reached includes:

   1. Crandall will recommence and complete finish-out work;

   2. Mr. Collins will pay $12,000 to Crandall out of funds which
   the Debtor has no interest, whether such funds be personal
   funds of Mr. Collins or the funds of an entity other than the
   Debtor;

   3. of the terms of repayment by the Debtor of the remaining
   $40,595 of the contract price left owing after Crandall's
   receipt of the initial payment have not been established
   through the Debtor's bankruptcy case, Mr. Collins will make
   other arrangements to personally, or through an entity other
   than the Debtor, pay the remaining amount out of funds in which
   the Debtor has no interest.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.

No creditors committee has been appointed.  No trustee or examiner


MOURA STARR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Moura Starr International, LLC
        8687 Melrose Avenue, Suite B547
        West Hollywood, CA 90069

Bankruptcy Case No.: 11-60504

Chapter 11 Petition Date: December 9, 2011

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

Judge: Julia W. Brand

Debtor's Counsel: Jeffrey D. Cawdrey, Esq.
                  GORDON & REES, LLP
                  101 W. Broadway, Suite 2000
                  San Diego, CA 92122
                  Tel: (619) 696-6700
                  Fax: (619) 696-7124
                  E-mail: jcawdrey@gordonrees.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb11-60504.pdf

The petition was signed by Donald W. Brooks, chief executive
officer.


NCO GROUP: Moody's Confirms 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service confirmed NCO Group, Inc.'s Caa1
Corporate Family and Probability of Default ratings and SGL-4
Speculative Grade Liquidity rating, following the company's
announcement that it has cancelled its $300 million senior
unsecured note offering. As a result, the company's proposed
merger with APAC Customer Services ("APAC") did not occur as
originally planned. These rating actions conclude the review for
possible upgrade initiated on November 19, 2011. The rating
outlook is negative. Moody's also withdrew the ratings on the
proposed notes and proposed secured credit facility, which were to
be used to finance the acquisition of APAC and the refinancing of
NCO's existing capital structure.

NCO and APAC are both portfolio companies of One Equity Partners
("OEP"). OEP acquired APAC on October 14, 2011, and has publicly
stated its intention of combining APAC with NCO. Despite the
proposed merger not being completed as originally anticipated,
Moody's expects these parties to continue to examine alternatives
that would enable the combination between NCO and APAC to be
completed over the near-term.

Ratings confirmed:

NCO Group, Inc.:

Caa1 Corporate Family Rating

Caa1 Probability of Default Rating

SGL-4 Speculative Grade Liquidity Rating

Ratings affirmed:

NCO Group, Inc.:

$75 million senior secured revolving credit facility due December
2012, B2 (LGD2, 26%)

$479 million senior secured term loan B due May 2013, B2 (LGD2,
26%)

$165 million senior unsecured floating rate notes due November
2013, Caa2 (LGD5, 73%)

$200 million senior subordinated notes due November 2014, Caa3
(LGD6, 91%)

Ratings withdrawn:

$120 million senior secured first lien revolving credit facility,
B1 (LGD3, 33%)

$750 million senior secured first lien term loan B, B1 (LGD3, 33%)

$300 million senior unsecured notes, Caa1 (LGD5, 87%)

RATINGS RATIONALE

NCO's Caa1 CFR reflects weak liquidity and credit metrics and
Moody's anticipation of declining revenues and profitability in
NCO's ARM and CRM business lines over the near-term. Moody's
expects liquidation rates of delinquent accounts receivables to
remain depressed as many consumers struggle with high unemployment
and constrained access to credit. Moody's also expects
profitability in the CRM segment to be negatively affected by
declining transaction volumes from certain large customers in the
telecommunications sector.

The ratings could be downgraded if revenues and profitability
continue to decline in 2012, liquidity materially erodes or free
cash flow generation remains negative.

The ratings could be upgraded if the company demonstrates growing
revenues and improved profitability, while also improving its
liquidity profile. Specifically, an upgrade would require NCO
achieving interest coverage (EBITDA less capital expenditures to
interest expense) approaching 1.5 times and free cash flow to debt
of about 3%. In addition, the ratings could be upgraded if the
company successfully completes a merger with APAC which
significantly improves NCO's capital structure and liquidity
profile.

The principal methodology used in rating NCO Group, Inc. was the
Global Business & Consumer Service Industry published in October
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Based in Horsham, Pennsylvania, NCO Group, Inc. is a global
provider of business process outsourcing (BPO) services, primarily
focused on accounts receivable management (ARM) and customer
relationship management (CRM) solutions to a variety of sectors
including financial services, telecommunications, healthcare,
retail, technology, education and government agencies. NCO is a
portfolio company of One Equity Partners (OEP). For the twelve
months ended September 30, 2011, NCO reported revenue of
approximately $1.5 billion.


NEUROLOGIX INC: Jeffrey Reich Resigns as Director
-------------------------------------------------
Dr. Jeffrey B. Reich submitted his resignation as director of
Neurologix, Inc., on Dec. 12, 2011.

                      About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEVADA CANCER: Bankruptcy Stays Meredith Mullins Suit
-----------------------------------------------------
District Judge Roger L. Hunt declared the case, MEREDITH MULLINS,
v. NEVADA CANCER INSTITUTE, a Nevada Non-Profit Corporation, No.
2:11-cv-00819 (D. Nev.), administratively closed in view of the
defendant's bankruptcy filing.  The case may be reopened upon
motion from counsel if necessary.  A copy of the Court's Dec. 14,
2011 Order is available at http://is.gd/IF3Dicfrom Leagle.com.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca
LLP, in Las Vegas.


NEVADA CANCER: Court Clears to Use Endowment as Collateral
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Nevada Cancer Institute
received bankruptcy court approval to use an endowment fund as
collateral for the commitment of philanthropic support required by
its purchase agreement with University of California San Diego
Medical System.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca
LLP, in Las Vegas.


NEW CENTURY FIN'L: District Court Won't Open 2006 Lawsuit
---------------------------------------------------------
District Judge Nathaniel M. Gorton denied the request of Pierre R.
Augustin to reopen a 2006 lawsuit he commenced against numerous
mortgage lenders, including New Century Mortgage Corp., as well as
title companies, and real estate closing attorneys, with a warning
that continued attempts by Mr. Augustin to reopen the action in
whole or in part, constitute malicious, abusive, and vexatious
behavior.  Mr. Augustin purports to present newly discovered
evidence.  The action has been closed for over four years.  Judge
Gorton said Mr. Augustin must accept that the dismissal is final.
The Court warned that any further attempts to reopen the action
will result in the imposition of sanctions, which may include
monetary sanctions or an Order enjoining him from further
litigation absent prior Court permission.  Judge Gorton also held
that any appeal of his ruling would not be taken in good faith.

The case is PIERRE R. AUGUSTIN, v. DANVERS BANK, ET AL., Civil
Action No. 06-10368 (D. Mass.).  A copy of Judge Gorton's Dec. 8,
2011 Memorandum and Order is available at http://is.gd/A0eMdVfrom
Leagle.com.

                    About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation -- http://www.ncen.com/-- was a real estate
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

NCFC and its debtor-affiliates, including New Century TRS
Holdings, Inc., and New Century Mortgage Corporation, filed for
Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case
No. 07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represented the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold assets in transactions approved by the Bankruptcy
Court.  On July 15, 2008, the Bankruptcy Court confirmed the
Debtors' second amended joint Chapter 11 plan.  District Judge Sue
Robinson later reversed the confirmation order.


NEXICORE SERVICES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Nexicore Services, LLC
        7916 Evolutions Way, Suite 106
        New Port Richey, FL 34655-9900

Bankruptcy Case No.: 11-49754

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Hartford Computer Group, Inc.         11-49750
Hartford Computer Government, Inc.    11-49752
Hartford Computer Hardware, Inc.      11-49744

Chapter 11 Petition Date: December 12, 2011

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

Judge: Pamela S. Hollis

Debtors' Counsel: John P. Sieger, Esq.
                  KATTEN MUCHIN ROSENMAN LLP
                  525 W. Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5294
                  Fax: (312) 577-8681
                  E-mail: john.sieger@kattenlaw.com

                         - and ?

                  Paige E. Barr, Esq.
                  KATTEN MUCHIN ROSENMAN LLP
                  525 West Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5200
                  E-mail: paige.barr@kattenlaw.com

                         - and ?

                  Peter A. Siddiqui, Esq.
                  KATTEN MUCHIN ROSENMAN LLP
                  525 West Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5455
                  E-mail: peter.siddiqui@kattenlaw.com

Debtors'
Investment
Banker:           PARAGON CAPITAL PARTNERS, LLC

Debtors'
Special Counsel:  THORNTON GROUT FINNIGAN LLP

Debtors'
Notice and
Claims Agent:     KURTZMAN CARSON CONSULTANTS LLC

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

Nexicore Services did not file a list of creditors together with
its petition.

The petitions were signed by Brian Mittman, chief executive
officer.


NEXTWAVE WIRELESS: Enters Into Amendments to Note Agreements
------------------------------------------------------------
NextWave Wireless Inc. entered into an Amendment and Limited
Waiver to the Note Agreements governing the terms of: (i) the
Senior Secured Notes issued by NextWave Wireless LLC, a direct
wholly-owned subsidiary of the Company, (ii) the Senior-
Subordinated Secured Second Lien Notes issued by Wireless and
(iii) the Company's Third Lien Subordinated Secured Convertible
Notes.

Pursuant to the Amendment and Waiver, all holders of the First
Lien Notes, Second Lien Notes and Third Lien Notes consented to
provide certain waivers under, and to amend the terms of:

   (i) the Purchase Agreement, dated as of July 17, 2006, among
       Wireless, the Company, as a guarantor, certain wholly-owned
       subsidiaries of Wireless that have guaranteed the
       obligations of Wireless under the First Lien Notes, the
       Holders of First Lien Notes and The Bank of New York
       Mellon, as Collateral Agent;

(ii) the Second Lien Subordinated Note Purchase Agreement, dated
      as of Oct. 9, 2008, among Wireless, the Company, as a
      guarantor, the Guarantors, the Holders of Second Lien Notes
      and BNYM, as Collateral Agent; and

(iii) the Third Lien Exchange Agreement dated as of Oct. 9,
      2008, among the Company, Wireless, as a guarantor, the
      Guarantors, the Holders of Third Lien Notes and BNYM, as
      Collateral Agent.

The material terms of the Amendment and Waiver were effective to:

   * extend the maturity of the First Lien Notes to Dec. 31, 2012;

   * extend the maturity of the Second Lien Notes to Jan. 31,
     2013;

   * extend the maturity of the Third Lien Notes to Feb. 28, 2013;
     and

   * permanently waive past events of default under the Notes,
     which defaults were previously the subject of the Forbearance
     Agreement dated as of Aug. 1, 2011.

No amendment or consent fee was paid to the Holders in connection
with the Amendment and Waiver.

The Amendment and Waiver was approved by an independent committee
of the Board of Directors of the Company consisting of members of
the Board of Directors who do not have any direct or indirect
economic interest in the Notes.

                      About NextWave Wireless

San Diego, Calif.-based NextWave Wireless Inc. (OTC QB: WAVE)
-- http://www.nextwave.com/-- is a wireless technology company
that manages and maintains worldwide wireless spectrum licenses.

                         Bankruptcy Warning

The Company's current cash reserves are not sufficient to meet its
payment obligations under its secured notes at their current
maturity dates.  Additionally, the Company will not be able to
consummate sales of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at the current
scheduled maturity dates.  If the Company is unable to extend
maturity beyond 2011, or identify and successfully implement
alternative financing to repay the Senior Notes and Second Lien
Notes, the holders of the Company's secured notes could proceed
against the assets pledged to collateralize these obligations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  Insufficient capital to
repay the Company's debt at maturity would significantly restrict
its ability to operate and could cause the Company to seek relief
through a filing in the United States Bankruptcy Court.  Any
alternative financing or maturity extension of the Company's
secured notes may be costly to obtain, and could involve the
issuance of equity securities that could cause significant
dilution to the Company's existing stockholders and potentially
limit the Company's net operating loss carry forwards.

                        Going Concern Doubt

As reported in the TCR on March 23, 2011, Ernst & Young LLP, in
San Diego, Calif., expressed substantial doubt about NextWave
Wireless's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $784.6 million at Jan. 1, 2011, that is
associated with the maturity of its debt.  "The Company currently
does not have the ability to repay this debt at maturity."


NON-INVASIVE MONITORING: Incurs $181,000 Net Loss in Oct. 31 Qtr.
-----------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $181,000 on $64,000 of total revenues
for the three months ended Oct. 31, 2011, compared with a net loss
of $354,000 on $172,000 of total revenues for the same period
during the prior year.

The Company reported a net loss of $1.39 million on $743,000 of
total revenues for the year ended July 31, 2011, compared with a
net loss of $1.62 million on $617,000 of total revenues during the
prior year.

The Company's balance sheet at Oct. 31, 2011, showed $728,000 in
total assets, $1.53 million in total liabilities and a $807,000
total shareholders' deficit.

Morrison, Brown Argiz & Farra, LLC, in Miami, Florida, noted that
the Company has experienced recurring net losses, cash outflows
from operating activities and has an accumulated deficit, working
capital deficit and substantial purchase commitments that raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/wcuC9G

                    About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems, Inc.,
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is primarily engaged
in the research, development, manufacturing and marketing of a
line of motorized, non-invasive, whole body, periodic acceleration
platforms, which are intended as aids to improve circulation and
joint mobility, relieve minor aches and pains, relieve morning
stiffness, relieve troubled sleep and as mechanical feedback
devices for slow rhythmic breathing exercise for stress
management.


NUVILEX INC: Posts $437,100 Net Loss in Oct. 31 Quarter
-------------------------------------------------------
Nuvilex, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $437,152 on $19,844 of product sales for the three
months ended Oct. 31, 2011, compared with a net loss of $45,820 on
$15,869 of product sales for the three months ended Oct. 31, 2010.

For the six months ended Oct. 31, 2011, the Company has reported a
net loss of $1.1 million on $39,606 of product sales, compared
with a net loss of $180,079 on $42,829 of product sales for the
six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $1.7 million
in total assets, $3.5 million in total liabilities, $580,000 of
preferred stock, and a shareholders' deficit of $2.4 million.

M&K CPAS, PLLC, in Houston, Texas, 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, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.

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

                       http://is.gd/xb8Uhj

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.


OAKRIDGE HOMES: Court Issues Order for Conversion to Chapter 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has entered an order converting the Chapter 11 case of Oakridge
Homes, LLC, to a case under Chapter 11 of the Bankruptcy Code.
Debtor was directed to turn over all records and property of the
estate to the Chapter 7 Trustee, and to cease any business
operations.

Based in Valencia, California, Oakridge Homes, LLC, is a
homebuilder.  The company filed for Chapter 11 on June 13, 2008
(C.D. Calif. Case No. 08-13977).  Gil Hopenstand, Esq., at Levene,
Neale, Bender, Rankin & Brill LLP, in Los Angeles, represents the
Debtor as counsel.  The Company listed assets of $20,038,129 and
liabilities of $28,552,123.


OPTI CANADA: Terminates Duty to File Reports Under Exchange Act
---------------------------------------------------------------
OPTI Canada Inc. filed on Dec. 14, 2011, on Form 15F-15D, a notice
of suspension of duty to file reports pursuant to Section 13(a)
and 15(d) of the Securities Exchange Act of 1934.

This is in connection with the recent acquisition of OPTI Canada
Inc. by indirect wholly-owned subsidiaries of CNOOC Limited and
the related acquisition of OPTI's existing indebtedness, including
its 8.25% Senior Secured Notes due 2014 and its 7.875% Senior
Secured Notes due 2014.

A copy of the Form 15F-15D is available for free at:

                       http://is.gd/w265c0

As reported in the TCR on Dec. 2, 2011, the acquisition was
effected by way of a plan of arrangement through OPTI's concurrent
proceedings under the Companies' Creditors Arrangement Act (the
"CCAA") and the Canada Business Corporations Act.

The total value of the acquisition is approximately US$2.1
billion, which includes net consideration of US$1.179 billion
payable to holders of OPTI's Second Lien Notes, US$37.5 million
payable to backstop parties, US$34 million payable to former
shareholders and the assumption of US$825 million First Lien
Notes.

Scotia Waterous Inc. and TD Securities Inc. acted as financial
advisors to OPTI on the Acquisition and Macleod Dixon LLP acted as
legal advisor to OPTI.

                        About OPTI Canada

OPTI Canada Inc. (TSXV: OPC) -- http://www.opticanada.com/-- is a
Calgary, Alberta-based company focused on developing major oil
sands projects in Canada.  Its first project, the Long Lake
Project, has a design capacity for 72,000 barrels per day (bbl/d),
on a 100 percent basis, of SAGD (steam assisted gravity drainage)
oil production integrated with an upgrading facility.  The
Upgrader uses the Company's  proprietary OrCrude(TM) process,
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100 percent basis, the Project is designed to
produce up to 58,500 bbl/d of products, primarily 39 degree API
Premium Sweet Crude (PSC(TM)).  Due to its premium
characteristics, the Company expects PSC(TM) to sell at a price
similar to West Texas Intermediate (WTI) crude oil.  The Long Lake
Project is a joint venture between OPTI and Nexen Inc.  OPTI holds
a 35 percent working interest in the joint venture.  Nexen is the
sole operator of the Project.

The Company's balance sheet at Sept. 30, 2011, showed
C$3.98 billion in total assets, $3.23 billion in total liabilities
and C$749.16 million in total equity.

On July 13, 2011, the Company announced that it had commenced a
creditor protection proceeding (the CCAA Proceeding) in the Court
under the CCAA.  The transaction will be effected by way of a plan
of reorganization, compromise and arrangement (the Master Plan)
through concurrent proceedings under the Companies' Creditors
Arrangement Act (the CCAA) and the Canada Business Corporations
Act (the CBCA).


OTERO COUNTY: Has Until September 2012 to File Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico extended
Otero County Hospital Association, Inc.'s exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until Sept. 14, 2012, and Nov. 14, 2012, respectively.

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
Debtor related that since June of 2010, it has been subject to
an onslaught of personal injury lawsuits stemming from a series of
procedures performed at the Hospital between 2006 and 2008.  Over
fifty individuals who underwent such procedures have filed
lawsuits.

The Debtor told the Court that the extension would allow it to
continue to consensually and in good faith resolve the lawsuits
and if such attempts fail, to permit it sufficient time to prepare
for an estimation hearing.

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20 appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.  Gardere Wynne Sewell LLP
serves as the Committee's counsel.  The Committee tapped James
Morell of JCM Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


OTERO COUNTY: Wants Until March 13 to Decide on Unexpired Leases
----------------------------------------------------------------
The Otero County Hospital Association, Inc., asks the U.S.
Bankruptcy Court for the District of New Mexico to extend until
March 13, 2012, the period within which the Debtor may assume or
reject unexpired leases of nonresidential real property.

The Debtor filed the request for lease decision period extension
before it expired on Dec. 14, 2011.

The Debtor is a party to four unexpired leases of nonresidential
real property.  The Debtor has not yet determined whether to
assume or reject the unexpired leases because it has been focusing
on numerous issues relating to its business operations and the
lawsuits.

The Debtor needs more time to complete its evaluation of the
unexpired leases.  Accordingly, it is critical that the status quo
be maintained to ensure that decisions to assume or reject the
unexpired leases are made in a prudent and efficient manner.

Objections, if any, are due Jan. 9, 2012, at 4:00 p.m.

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20 appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.  Gardere Wynne Sewell LLP
serves as the Committee's counsel.  The Committee tapped James
Morell of JCM Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


PECAN SQUARE: Wells Fargo Wants 2nd Bankruptcy Case Dismissed
-------------------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the
Northern District of Texas to:

   a) terminate the automatic stay to enable it to exercise its
   rights under the loan documents, including proceeding with the
   foreclosure of its interest in Pecan Square, Limited's property
   and the rest of its collateral; and

   b) compel the Debtor to turn over all its cash to the lender.

Alternatively, the lender requests that the Court dismiss or
convert the second Bankruptcy Case to Chapter 7 of the Bankruptcy
Code.

Wells Fargo is trustee for the registered holders of J. P. Morgan
Chase Commercial Mortgage Securities Trust 2006-CIBC16, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC16.

As of the Second Petition Date, the amount due and owing by the
Debtor to the lender under the loan exceeded $8,940,404, plus
interest and other charges accruing daily.

The lender related that the San Diego bankruptcy case was
dismissed on account of misconduct by the Debtor, including the
failure to file timely operating reports, the unauthorized
payments of insiders and unsecured creditors, and the unauthorized
use of cash collateral.

According to the lender:

   1. the Debtor has a history of misusing cash collateral, making
   unauthorized payments to insiders and general unsecured
   creditors, and failing to file timely operating reports;

   2. the Debtor cannot provide the lender adequate protection;

   3. the Debtor's conduct demonstrates that it is a serial
   bankruptcy filer who will employ desperate actions to delay and
   interfere with the lender's exercise of its rights and
   remedies; and

   4. the Debtor has no equity in collateral and no reasonable
   likelihood of a timely and successful reorganization.

Wells Fargo is represented by:

         Steven R. Smith, Esq.
         Richard H. London, Esq.
         PERKINS COIE LLP
         2001 Ross Avenue, Suite 4225
         Dallas, TX 75201
         Tel: (214) 965-7702
         Fax: (214) 965-7752
         E-mail: SteveSmith@perkinscoie.com
                 RLondon@perkinscoie.com

                      About Pecan Square, Ltd.

Dallas, Texas-based Pecan Square, Ltd., filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 11-37391) on Nov. 22, 2011.
Bankruptcy Judge Barbara J. Houser presides over the case.
Illyssa Iona Fogel, Esq., at the Law Office of Illyssa I. Fogel
represents the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million.  The
Company did not file a list of creditors together with its
petition.  The petition was signed by Barry S. Nussbaum, president
of managing corporation.

On March 31, 2011, the Debtor filed its voluntary petition (Bankr.
Case No. 11-05359) before the Hon. Laura S. Taylor of the San
Diego Bankruptcy Court.  On Oct. 17, 2011, the Court dismissed the
Chapter 11 case.


PELICAN ISLES: Can Continue Using CDT Cash Collateral 'til Dec. 21
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
extended on an interim basis Pelican Isles Limited Partnership's
authorization to use cash collateral through 5:00 p.m. of Dec. 21,
2011, upon the same terms and conditions as this Court's prior
Interim Order (ECF #40), subject to a slightly modified budget.

CDT Mortgage, LLC, however, states that it intends to oppose the
Debtor's further use of cash collateral pending the production of
all documents it requested pursuant to the Rule 2004 Notice for
the Production of Documents it propounded on the Debtor.

A further hearing concerning the use of cash collateral will be
held at 1:30 p.m. on Dec. 21, 2011.

A copy of the modified budget is available for free at:

          http://bankrupt.com/misc/pelicanisles.dkt62.pdf

As reported in the TCR on Nov. 15, 2011, the Debtor is authorized
to use cash collateral solely (i) to make payments in accordance
with a Budget, and (ii) to make such other payments, if any, as
the Debtor and CDT may expressly agree in writing signed by CDT.

With respect to any line item in the Budget, the Debtor is
authorized to make payments for such line item up to 110% of the
amount set forth in the Budget and the Debtor is further
authorized to make total payments for items on the Budget up to
110% of the Budget.  A copy of the prior Interim Order is
available for free at:

          http://bankrupt.com/misc/pelicanisles.dkt40.pdf

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles owns and operates a 150-unit affordable rental
community, built in 2005, which is located in Sebastian, Florida.
The Apartment Complex provides tax-assisted low income housing to
residents in the Sebastian, Florida area.  The second real
property owned by the Debtor is a parcel of undeveloped land,
which is adjacent to the Apartment Complex.

The Company filed for Chapter 11 protection (Bankr. S.D.
Fla. Case No. 11-38544) on Oct. 14, 2011, estimating between
$10 million and $50 million in assets and $1 million and
$10 million in debts.  Ronald G. Neiwirth, Esq., at Boyd &
Jenerette, P.A, in Miami, Fla., serves as bankruptcy counsel.  The
petition was signed by John Corbett, President of The Partnership,
Inc., the general partner of the Debtor.


PENINSULA HOSPITAL: Court Directs Appointment of Ch. 11 Examiner
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
directed Tracy Hope Davis, the U.S. Trustee for Region 2, to
appoint an examiner in the Bankruptcy Case of Peninsula Hospital
Center, et al.

As reported in the Troubled Company Reporter on Dec. 15, 2011, the
U.S. Trustee asked the Court for an order directing the
appointment of:

   i) a Chapter 11 Trustee in the bankruptcy cases of Peninsula
   Hospital Center and Peninsula General Nursing Home Corp., or,
   in the alternative,

  ii) an examiner in the cases.

The examiner will conduct an investigation of:

   a) the Debtors' prepetition relationship with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates;

   b) any current transactions between the Debtors and the Revival
Entities;

   c) the connections and relationships between the Revival
Entities and the Debtors' current management and boards of
directors in the context of whether current management and the
boards of directors can properly manage the Debtors and exercise
their respective duties under the Bankruptcy Code and applicable
non-bankruptcy law; and

   d) other matters that the Court deems appropriate upon proper
application.

The examiner will prepare and file his or her preliminary report
no later than Jan. 31, 2012, unless this deadline is extended by
order of the Court.

The fees and expenses of the examiner and his or her professionals
will be limited to $200,000, without prejudice to the examiner
seeking an order of the Court increasing the amount

In its objection, the Debtors argued that they have been operating
their businesses and managing their affairs as
debtors-in-possession without negative incident for 11 weeks.

The Debtors asserted that the U.S. Trustee will not be able to
sustain its burden of meeting the high standard necessary for the
appointment of a Chapter 11 trustee.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Peninsula Hospital Center.  CBIZ
Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serves
as financial advisors for the Committee.


PLATINUM PROPERTIES: Inks Settlement of Claims with Indiana Bank
----------------------------------------------------------------
Platinum Properties, LLC, et al., asks the U.S. Bankruptcy Court
for the Southern District of Indiana to approve a settlement with
Indiana Bank & Trust Company.

Specifically, the Debtor requests that the Court authorize (i) the
settlement of the claim as to Platinum under the terms and
conditions of and as evidenced by the Settlement Agreement; (ii)
the execution and delivery by Platinum, as the sole member of
Fishers East, of the Settlement Agreement and the agreements
contemplated therein; (iii) the transfer and conveyance by Fishers
East of the Commercial Parcel to IBT; (iv) the assignment by IBT
of its interest in the Beazer Purchase Agreement to Fishers East
and the subsequent transfer and conveyance of the Beazer Parcel to
Beazer with IBT receiving the net proceeds of the sale; (v) the
performance by Platinum of all of its other obligations under the
Settlement Agreement; and (vi) the modification of the automatic
stay in the Chapter 11 Case to the extent necessary to permit
Platinum to perform its obligations and for IBT to enforce
Platinum's performance under the Settlement Agreement;

Pursuant to the Settlement Agreement:

   -- IBT and Fishers East agree to enter into an Assignment of
   Exclusive Agreement for purchase and sale, whereby IBT assigns
   to Fishers East its rights, obligations and liabilities in and
   pursuant to the Beazer Purchase Agreement;

   -- all of Fishers East's closing costs under the Beazer
   Purchase Agreement will be funded by IBT or credited toward the
   purchase price;

   -- upon the closing of the Beazer Purchase Agreement, IBT will
   receive the net sales proceeds and will apply the proceeds to
   reduce Fishers East's total indebtedness to IBT pursuant to the
   Loan Documents.

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

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

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PROFESSIONAL VETERINARY: Commiteee-Backed Liquidating Plan Okayed
-----------------------------------------------------------------
On Dec. 13, 2011, the U.S. Bankruptcy Court for the District of
Nebraska entered the Order Confirming the First Amended Joint Plan
of Liquidation Proposed by Professional Veterinary Products, Ltd.,
et al., and the Official Committee of Unsecured Creditors under
Chapter 11 of the Bankruptcy Code.

The Plan provides, among other things, that on its effective date:
(a) all equity interests of the Debtors will be deemed canceled
and will be of no further force and effect; (b) title to all
property of the Debtors' estates will pass to and vest in a
liquidating trust, from which general unsecured creditors will
receive a pro rata distribution from remaining available cash
after payment of all post-confirmation expenses and allowed
administrative, priority and secured claims; (c) the directors and
officers of the Debtors will be deemed to have resigned or been
terminated; and (d) the Debtors will be deemed liquidated and
dissolved as legal entities.

The effective date of the Plan is Jan. 26, 2012.

Following the effective date of the Plan, the Company will file a
Form 15 with the Securities and Exchange Commission to provide
notice of the suspension of its reporting obligations under
Section 12(g) of the Securities Exchange Act of 1934, as amended.
Upon filing a Form 15, the Company will immediately cease filing
any further periodic or current reports under the Exchange Act.

A copy of the Plan is available for free at:

                       http://is.gd/LYHsuL

A copy of the Confirmation Order is available for free at:

                       http://is.gd/Q3Gt4J

              About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb.
Case No. 10-82436).  Affiliates ProConn, LLC, and Exact Logistics,
LLC, also filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.


PT. ARPENI: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Petitioner: Fida Unidjaja

Chapter 15 Debtor: PT. Arpeni Pratama Ocean Line Tbk
                   APOL
                   Jl. Abdul Muis No. 50
                   Jakarta 10160
                   Outside U.S.
                   The Republic of Indonesia

Chapter 15 Case No.: 11-15691

Chapter 15 Petition Date: December 12, 2011

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

Judge: Allan L. Gropper

Debtor's Counsel: Pedro A. Jimenez, Esq.
                  JONES DAY
                  222 E. 41 Street
                  New York, NY 10017
                  Tel: (212) 326-3776
                  Fax: (212) 755-7306
                  E-mail: pjimenez@jonesday.com

                         - and ?

                  Ross Barr, Esq.
                  JONES DAY
                  222 E. 41st Street
                  New York, NY 10017
                  Tel: (212) 326-7887
                  Fax: (212) 755-7306
                  E--mail: rsbarr@jonesday.com

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

Estimated Debts: $500,000,001 to $1 billion

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


RAY ANTOHONY: Inks Stipulated Agreed Order for Case Dismissal
-------------------------------------------------------------
The Huntington National Bank and Debtor Ray Anthony International,
LLC, ask the U.S. Bankruptcy Court for the Western District of
Pennsylvania to enter a Stipulated Agreed Order dismissing the
Debtor's Chapter 11 case and retaining jurisdiction over any
present or future litigation among Huntington and other creditors
arising out of and relating to conflicting purchase money security
interests ("PMSI Litigation?).

Huntington is the Debtor's senior secured lender with a blanket
lien on all the Debtor's assets, inventory, equipment, etc.  As
the Debtor's senior secured lender, Huntington consents to the
Motion to Dismiss.

Huntington and the Debtor believe that the majority of the PMSI
Litigation has been resolved, however Huntington and the Debtor
believe and aver that it would be in the best interest of all
parties for the Honorable Court tp retain jurisdiction over the
PMSI Litigation.

A copy of the motion for Stipulated Agreed Order dismissing the
Debtor's case is available for free at:

         http://bankrupt.com/misc/rayanthony.dkt1055.pdf

            Debtor's Motion to Dismiss (Doc. No. 1034)

Ray Anthony International, Inc., had earlier filed a motion to
dismiss its case with the Bankruptcy Court.  As reported in the
TCR on Nov. 9, 2011, the Debtor explained that during the
administration of its case, it sold the the bulk of its crane
rental/lease operations in two separate motions for sale for its
Texas and Pennsylvania operations.  The two sales of the Debtor's
assets resolved the bulk of the claims in this Estate.  As a
result, the Debtor no longer has an ability to fund a feasible
Plan of Reorganization.

On Nov. 22, 2011, Liberty Surplus Lines Insurance Company filed
its objection to the Debtor's motion to dismiss.

Liberty tells the court that "best interests of the creditors and
the bankruptcy estate"will be best served if this case is instead
converted to a case under Chapter 7.  Liberty says that the
dismissal of the Chapter 11 case significantly prejudice it, as
well as other creditors because:

  -- Only conversion of this case to a case under Chapter 7 would
     preserve certain enhanced rights in bankruptcy (e.g., the
     ability to collect proceeds to satisfy outstanding self-
     insured retention provision ("SIR?) obligations) that would
     otherwise be lost if the case were dismissed;

  -- Without a Chapter 7 fiduciary in place, there would be no
     means by which cooperation in the defense of the tort claims
     against the Debtor, including, without limitation, access to
     Debtor's records, could be effected; and

  -- Only conversion of this case to a case under Chapter 7 would
     permit an orderly liquidation of Tort Claims and an equitable
     distribution to the extent of Debtor's finite insurance
     assets.

A copy of Liberty's Objection is available for free at:

         http://bankrupt.com/misc/rayanthony.dkt1049.pdf

Counsel for Liberty Surplus Lines Insurance Company may be reached
at:

         Ronald B. Roteman, Esq.
         STONECIPHER LAW FIRM
         125 First Avenue
         Pittsburgh, PA 15222
         Tel: (412) 391-8510
         Fax: (412) 391-8522
         E-mail: rroteman@stonecipherlaw.com

              - and -

         Leonard P. Goldberger
         John C. Kilgannon
         STEVENS & LEE, P.C.
         1818 Market Street, 29th Floor
         Philadelphia, PA 19103-1702
         Tel: (215) 575-0100
         Fax: (610) 371-7376
         E-mail: lpg@stevenslee.com

                 About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
before liquidating substantially all of its assets, owned and
operated a crane rental/leasing company.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 10-
26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.

Robert O. Lampl, Esq., John P. Lacher, Esq., and Elsie R. Lampl,
Esq., at the Law Offices of Robert O. Lampl, in Pittsburgh, Pa.,
represent the Debtor as counsel.

The Debtor has sold a large portion of its assets by way of the
B&G Crane Service, LLC and Red White and Blue Crane, LLC sales.

Certain funds from various sales of assets, including but not
limited to, B&G Crane Service, LLC, and Red White and Blue Crane,
LLC, have been placed in to escrow subject to being released and
paid only upon an order of the Bankruptcy Court or agreement by
the parties holding lien claims.  These funds will remain in
escrow under the same terms and conditions and will not be
released without Huntington's written consent.


RCR PLUMBING: Utility Companies Authorized to Continue Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved stipulations on adequate assurance entered among RCR
Plumbing and Mechanical, Inc., and Utility Companies.

Southern California Edison and the Sacramento Municipal Utility
District provided utility services to the Debtor as of the
Petition Date, and has continued to do so postpetition.

The Debtor related that pursuant to the Utility Order dated
Nov. 3, 2011, a utility provided is deemed to be adequately
assured of future performance, upon tender by the Debtor of a cash
deposit to the provides.  The Utility Order further provides that
the parties may stipulate as to the amount of the cash deposit.

The Debtor and the Utility Companies have reached an agreement
regarding the amount of the cash deposit.  The stipulations with
Edison, and SMUD provides for:

   1. Edison to receive $12,354 in exchange for the continued
   service;

   2. SMUD to receive a cash deposit of $1,750 in exchange for the
   continued service;

   3. Edison and SMUD may only use the deposit to insure and
   secure payment of the Debtor's postpetition payments
   obligations to Edison and SMUD.  Edison and SMUD may not use
   any portion of the deposit to offset against or otherwise
   secure any amounts the Debtor may owe to Edison and SMUD for
   utility services rendered prepetition.

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Sidley Austin LLP as its special labor and employment counsel
BSW & Associates as financial advisor.  Kurtzman Carson
Consultants LLC serves as noticing agent.  In its petition, RCR
Plumbing estimated $10 million to $50 million in assets and debts.
The petition was signed by Robert C. Richey, president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


REAL MEX: Wants Duff & Phelps to Accrue Monthly Fees
----------------------------------------------------
Real Mex Restaurants, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to direct the Official Committee of
Unsecured Creditors to modify a Duff & Phelps Securities, LLC's
retention order.

Previously, the Committee sought permission to retain D&P as its
financial advisor.

In the Debtors' limited objection, it requested for a modification
in the order to: (i) require D&P to accrue its monthly fees and
defer payment of the fees to the end of the cases; and (ii)
eliminate any financing fee component.

According to the Debtors, the final DIP financing order entered by
the Court did not contemplate large monthly cash payments to the
estates' professionals, and certainly not D&P's proposed $125,000
monthly fee.

The Debtors state that they cannot pay the $125,000 monthly fees
on a current basis and thereby risk violating the DIP Order or
exceeding the budget and exposing the estates to the potential
exercise of remedies by the Debtors' senior secured creditors.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


REALOGY CORP: Bank Debt Trades at 8% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 92.46 cents-on-the-
dollar during the week ended Friday, Dec. 16, 2011, a drop of 0.70
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 139 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Realogy Corp.

Realogy Corp. -- 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.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR 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 U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 88.96 cents-on-the-
dollar during the week ended Friday, Dec. 16, 2011, a drop of 1.29
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 139 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Realogy Corp.

Realogy Corp. -- 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.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR 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 U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REDCO DEVELOPMENT: Plan Injunction Violates Sec. 524(e)
-------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley III denied confirmation of
the Second Amended Plan of Reorganization of Redco Development
Co., LLC, saying the injunction provided for by the Plan against a
non-debtor guarantor of the Debtor violates 11 U.S.C. Sec. 524(e)
and relevant case law in the Ninth Circuit.

Secured creditors Sterling Savings Bank and Virann Investments,
LLC.  At the confirmation hearing on Oct. 4, 2011, Sterling
reached a settlement with the Debtor disposing of its objection.
Virann disputes the injunction provision.

The Debtor's Second Amended Plan provides for an injunction
enjoining creditors from attempting to collect their claims
against the Debtor's principal and guarantor, Russ Dale, or
against any of his property.  The injunction would be dissolved
upon the request of a creditor when all payments under the Plan to
that creditor have been completed, or there is a default under the
Plan with respect to the Plan's treatment of that creditor and the
default has not been cured after 10 days' notice.  Secured
creditors will be paid over periods from 10 to 30 years under the
Plan and unsecured creditors with claims over $1,500 will be paid
in full five years after the effective date of the Plan.

Judge Alley noted that the Court of Appeals for the Ninth Circuit
has held that a bankruptcy court lacks the jurisdiction and the
power under 11 U.S.C. Sec. 1051 to enjoin permanently, i.e.,
beyond confirmation of a plan of reorganization, a creditor from
enforcing a state law claim against nondebtor guarantors of the
debtor.  In re American Hardwoods, 885 F.2d 621 (9th Cir. 1989).
Whether a bankruptcy court has jurisdiction and power to issue a
temporary injunction in that situation, however, was left
unanswered.  That answer was delivered by the Bankruptcy Appellate
Panel in In re Rohnert Park Auto Parts, Inc., 113 B.R. 610 (9th
Cir. BAP 1990), which held that the restrictions set out in
American Hardwoods applied to temporary post-confirmation
injunctions as well.

Judge Alley also noted that the confirmed plan in Rohnert Park
enjoined actions against co-debtors of the debtor for five years
after confirmation.  For purposes of its analysis, the BAP
assumed, arguendo, that section 1052 provides the court
jurisdiction to enjoin actions against non-debtors.  It ruled,
however, that the temporary injunction violated Code Sec. 5243,
and that Code Sec. 105 does not provide the bankruptcy court with
the power to issue an injunction which is inconsistent with the
more specific provision of the Bankruptcy Code.

Judge Alley said he is bound by Rohnert Park's holding.  Judge
Alley, however, said that other than the matter of the injunction,
the Debtor has satisfied the legal requirements for confirmation
under Sec. 1129.  He gave the Debtor 30 days to file an amended
plan.

A copy of Judge Alley's Dec. 15, 2011 Memorandum Opinion is
available at http://is.gd/0dCHEefrom Leagle.com.

               About Redco Development Co., LLC

Redco Development Co., LLC, in Medford, Oregon, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore.  Case No. 10-64783) on
Aug. 3, 2010.  James Ray Streinz, Esq., in Portland, Oregon,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$1 million to $10 million.

The Debtor has a Second Amended Plan and Disclosure Statement
dated Aug. 2, 2011, which incorporates a settlement with RA Global
LLC.  The Plan provides that all creditors will be paid in full.
Full-text copies of the Aug. 2 Plan and Disclosure Statement,
including certain exhibits, are available for free at:

        http://bankrupt.com/misc/REDCO_PlannDSAug2.PDF

In October 2011, Redco settled plan objections filed by Sterling
Savings Bank.  The accord grants Sterling a $1.75 million claim
against the Debtor.


RITE AID: Incurs $51.9 Million Net Loss in Q3 Fiscal 2012
---------------------------------------------------------
Rite Aid Corporation reported a net loss of $51.98 million on
$6.31 billion of revenue for the 13 weeks ended Nov. 26, 2011,
compared with a net loss of $79.07 million on $6.20 billion of
revenue for the 13 weeks ended Nov. 27, 2010.

The Company reported a net loss of $207.32 million on
$18.97 million of revenue for the 39 weeks ended Nov. 26, 2011,
compared with a net loss of $349.73 million on $18.75 million of
revenue for the 39 weeks ended Nov. 27, 2010.

The Company's balance sheet at Nov. 26, 2011, showed $7.55 billion
in total assets, $9.96 billion in total liabilities and a $2.40
billion total stockholders' deficit.

"We remain pleased with the continued improvement in our top-line
results, highlighted by same store sales and Adjusted EBITDA
increases for the fourth consecutive quarter," said John Standley,
Rite Aid President and CEO.  "Our pharmacy sales growth was strong
this quarter, with key drivers being our well-planned and executed
flu immunization program and continued favorable customer response
to our wellness+ loyalty program."

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

                        http://is.gd/G2har5

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The TCR reported on Feb. 21, 2011 that Standard & Poor's Ratings
Services said that it assigned its 'B+' issue rating and '1'
recovery rating to Rite Aid Corp.'s proposed $343 million senior
secured term loan tranche 5 due 2018.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  According to the company, it will
use the proceeds to repay about $321 million in borrowings under
its tranche 3 term loan due 2014.

"The ratings reflect the difficulties Rite Aid faces in improving
its well-below-average operating performance relative to its
peers, especially amid intense industry competition," said
Standard & Poor's credit analyst Ana Lai.  They also reflect the
company's significant debt burden and thin cash flow protection
measures.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's assigned a B3 rating to Rite Aid Corp.'s proposed $343
million Tranche 5 senior secured first lien term loan due 2018.
All other ratings including its Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook is stable.
The proceeds will be used to repay the $343 million (including
$21.2 original issue discount) Tranche 3 term loan due 2014.
Following the repayment, the Tranche 3 term loan will be retired
and its B3 rating withdrawn.


RIVERDALE VILLAGE: Moody's Reviews 'Ba2' Gen. Obligation Rating
---------------------------------------------------------------
Moody's Investors Service has placed the Village of Riverdale's
(IL) Ba2 general obligation unlimited tax rating on review for
possible downgrade affecting $1.6 million Moody's rated debt.

SUMMARY RATING RATIONALE

Placing the rating under review for possible downgrade reflects
the uncertain viability of the village's deficit elimination plan
in a weak economic environment. The village's success in
implementing the deficit elimination plan is contingent on some
economically sensitive revenue streams and revenues susceptible to
state interception (gaming tax receipts). The current plan
implements various revenue enhancements including a home--rule
sales tax and casino tax revenue sharing receipts in association
with the opening of a new Illinois casino. The volatility of the
revenue enhancements outlined in the plan may prolong the
village's ability to regain structural balance. Given the current
economic environment and the actions listed in the plan, it is
unclear if the deficit elimination plan will be sufficient and
stable enough for the village to achieve structural balance going
forward. The rating action also reflects the village's
deteriorating financial position, ongoing annual operating
deficits, over reliance of inter-fund transfers and the various
challenges the village will face to address its financial issues.
Prior to the action, the outlook for the village was negative.

STRENGTHS

- Revenue raising flexibility afforded by Home Rule Status

CHALLENGES

- Structural imbalance resulting from negative variances in
  General Fund

- Reliance on one-time revenue proceeds and internal advances from
  other funds

- Trend of weak pension funding levels

- Elevated direct and overall debt burdens

OUTLOOK

Placing the rating under review for possible downgrade reflects
the uncertain viability of the village's deficit elimination plan
in a pressured local economy.

WHAT COULD MAKE THE RATING GO- UP

- Structurally balanced budgets achieved through financial
  solutions that can carry forward to future fiscal years

- Material operating surpluses that will eliminate the deficit
  General Fund balance position

- Demonstrated commitment to make mid-year budget adjustments as
  necessary to achieve structurally balance operations

WHAT COULD MAKE THE RATING GO- DOWN

- Continued structural imbalance resulting from negative budget
  variances yielding larger deficits in the General Fund

- Inability or unwillingness to implement deficit elimination plan
  as outlined

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


ROOMSTORE, INC: Judge Clears $14 Million Bankruptcy Financing
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that RoomStore Inc. won
permission to tap a $14 million loan from Wells Fargo Bank
intended to keep the chain of bedding and furniture stores afloat
while it works to reorganize in bankruptcy.

                      About RoomStore Inc.

RoomStore operates 63 furniture stores in Alabama, Florida,
Maryland, North Carolina, Pennsylvania, South Carolina, Texas and
Virginia.  Its Mattress Discounters unit, in which RoomStore is
the majority owner, operates 81 bedding stores in Delaware,
Maryland, Virginia and Washington, D.C.  The Mattress Discounters
unit is not under bankruptcy protection.

RoomStore, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Va. Case No. 11-37790) on Dec. 12, 2011, estimating up to $50
million in debts.

RoomStore hopes to exit bankruptcy in the first half of 2012.

The Company is represented by Troy Savenko of Kaplan & Frank.


ROOMSTORE, INC.: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RoomStore, Inc.
        12501 Patterson Avenue
        Richmond, VA 23238

Bankruptcy Case No.: 11-37790

Chapter 11 Petition Date: December 12, 2011

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

Judge: Douglas O. Tice, Jr.

Debtor's
Local Counsel:    Troy Savenko, Esq.
                  KAPLAN & FRANK, PLC
                  7 East Second Street
                  Richmond, VA 23224-4253
                  Tel: (804) 423-7921
                  Fax: (804) 230-0024
                  E-mail: tsavenko@kaplanfrank.com

Debtor's
General Bankruptcy
Counsel:          LOWENSTEIN SANDLER PC

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

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

The petition was signed by Stephen Girodano, president and chief
executive officer.

Debtor's List of Its 25 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Haining Home Craft Furniture       Trade Debt             $503,955
No. 1 Jianshan
Haining City, Zhejiang,
China

Klaussner Furniture Ind. Inc.      Trade Debt             $389,189
P.O. Box 60475
Charlotte, NC 28260-1242

Sealy Mattress Co.                 Trade Debt             $380,865
P.O. Box 90586
Charlotte, NC 28290

Haining Oyi May Sofa Co. Ltd.      Trade Debt             $365,868
Jianshan Reclamation Area
Haining City, Zhejiang,
China

US Quality Furniture               Trade Debt             $320,655
8920 Winkler Drive
Houston, TX 77017

Magnussesn Home Furnishings Ltd.   Trade Debt             $300,012
66 Hinks Street, New Hamburg
Ontario, Canada, N3A 2A3

Constellation NewEnergy, Inc.      Trade Debt             $298,833
Bank of America
Lockbox Services
14217 Collections Center Drive
Chicago, IL 60693

Hangzhou Yi Bei Furniture LLC      Trade Debt             $295,183
#333 Yunhe Road
Longzuan
Yuhang Hangzhous, China

Duke Realty LP                     Trade Debt             $293,984
75 Remittance Drive, Suite 3205
Chicago, IL 60675-3205

Man Wah                            Trade Debt             $268,699
Huizhou Daya Bay Dev Zone
Huizhou, Guangdong, China

Old Dominion Truck Leasing         Trade Debt             $232,815

Franklin Mfg. Co.                  Trade Debt             $208,604

Washington, DC ? WJLA ? TV         Trade Debt             $195,755

Easy Top                           Trade Debt             $185,462

Washington, DC ? WRC ? TV          Trade Debt             $180,859

Dallas ? Ft. Worth ? KDFW ? TV     Trade Debt             $178,300

Houston ? Galveston ? KTRK - TV    Trade Debt             $169,341

Steve Silver Co.                   Trade Debt             $168,212

Washington, DC ? WTTG ? TV         Trade Debt             $166,133

Hillcraft Furniture                Trade Debt             $164,867

Overdrive Marketing Comm LLC       Trade Debt             $145,671

AMB U.S. Logistics Fund LP         Trade Debt             $142,826

Transwestern Commercial Svcs       Trade Debt             $138,509

Dallas ? Ft. Worth ? KXAS ? TV     Trade Debt             $132,906

Houston ? Galveston ? KHOU ? TV    Trade Debt             $129,391


RW LOUISVILLE: Judge Thomas Fulton Dismisses Chapter 11 Case
------------------------------------------------------------
United States Bankruptcy Judge Thomas H. Fulton has order the
dismissal of RW Louisville Hotel Associates, LLC's Chapter 11
case, there being no timely filed objection to the Stay Relief
Order issued by the Court on Oct. 25, 2011.

The Agreed Order Granting Noteholder's Motion for Relief From the
Automatic Stay (the "Stay Relief Order?) had provided that should
there be no objection to relief provided in the Stay Relief Order
within twenty days of its entry, the Chapter 11 proceeding would
be dismissed.

A full-text copy of the Stay Relief Order is available for free
at http://bankrupt.com/misc/RWLOUISVILLE_stay_orderb.pdf

                        About RW Louisville

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

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


SAGAMORE PARTNERS: Access to Cash Collateral Expires on Jan. 5
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized Sagamore Partners, Ltd., to continue to use cash
collateral of the Secured Lender JPMCC 2006-LDP7 Miami Beach
Lodging LLC on an interim basis to pay for the operating expenses
and costs of administration incurred by the Debtor in according
with a revised budget, with a permitted variance of 5% on a per
line item basis.

The Debtor's authority to use the Cash Collateral will expire on
Jan. 5, 2012, unless earlier terminated by the occurrence of a
Termination Event.

The Court will hold a final hearing on the Debtor's motion to use
cash collateral on Jan. 4, 2012, at 2:00 p.m.

As of the Petition Date, the Debtor owed $31.5 million to the
Secured Lender.

As adequate protection, the Secured Lender is granted Replacement
Liens in all of the Debtor's Prepetition and Postpetition
Collateral.

As additional protection, on each Reference Date, the Debtor will
make an interest payment to the Secured Lender, calculated at the
contract rate of 6.54%, based on the outstanding principal amou8nt
of the Prepetition Obligations, as provided in the Budget.

The Secured Lender is also granted an allowed superpriority
administrative expense claim under Section 507(b) of the
Bankruptcy Code.

A copy of the Third Interim Budget is available for free at:

       http://bankrupt.com/misc/sagamorepartners.dkt59.pdf

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., in Miami, Fla., serves as the Debtor's counsel.
The Debtor disclosed $71,099,556 in assets and $52,132,849 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Martin W. Taplin, Pres of Miami Beach Vacation Resorts, Inc.,
manager of Sagamore GP, LLC, general partner.


SDF INC: IRS Permits Use of Cash Collateral Thru 2013
-----------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp signed off on a stipulation and
consent order between SDF Inc. and the United States of America,
on behalf of the Internal Revenue Service, allowing the Debtor's
use of cash collateral and other assets securing federal tax
liens.  The IRS asserts a secured claim against the Debtor's cash
collateral in the amount of $181,582.  The United States will
withdraw its Motion to Prohibit Use of Cash Collateral.

The Debtor agrees to make adequate protection payments to the
United States pursuant to a payment schedule until confirmation of
the Debtor's plan or until the case is dismissed or converted:

  Payment No.     Amount                  Due Date
  -----------     ------                  --------
    1             $1,500               January 1, 2012
    2             $1,500               February 1, 2012
    3             $1,500               March 1, 2012
    4             $1,500               April 1, 2012
    5             $1,500               May 1, 2012
    6             $1,500               June 1, 2012
    7             $2,000               July 1, 2012
    8             $2,000               August 1, 2012
    9             $2,000               September 1, 2012
   10             $2,000               October 1, 2012
   11             $2,000               November 1, 2012
   12             $2,000               December 1, 2012
   13             $3,000               January 1, 2013
   14 +           $3,000      Commencing February 1, 2013, and due
                              on the 1st day of each month
                              thereafter, until confirmation of
                              the debtor's plan or until the
                              case is dismissed or converted.

A copy of the Dec. 13, 2011 Stipulation and Consent Order is
available at http://is.gd/r9rhdZfrom Leagle.com.

SDF Inc. filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-18320) on April 20, 2011, listing under $1 million in assets
and debts.  The Debtor is represented by:

         Charles Maynard, Esq.
         401 East Jefferson Street, Suite 208
         Rockville, MD 20850
         Tel: (301) 294-6003
         E-mail: cmaynard@maynardlawgroup.com

The United States is represented by:

         Andrew C. Strelka, Esq.
         Trial Attorney, Tax Division
         U.S. Department of Justice
         Post Office Box 227
         Washington, DC 20044
         E-mail: andrew.c.strelka@usdoj.gov
                 Jeanne.M.Crouse@usdoj.gov
                 leander.d.barnhill@usdoj.gov


SEAT PAGINE: Extends Debt Restructuring Deadline to Jan. 16
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the board of
troubled Italian directory company Seat Pagine Gialle SpA said
Friday it extended the deadline on its EUR2.7 billion ($3.5
billion) debt restructuring talks to Jan. 16.

                     About Seat Pagine Gialle

Seat Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is
divided into four divisions: Directories Italia, operating
through, Seat Pagine Gialle; Directories UK, through TDL
Infomedia Ltd. and its subsidiary Thomson Directories Ltd.;
Directory Assistance, through Telegate AG, Telegate Italia Srl,
11881 Nueva Informacion Telefonica SAU, Telegate 118 000 Sarl,
Telegate Media AG and Prontoseat Srl, and Other Activitites
division, through Consodata SpA, Cipi SpA, Europages SA, Wer
liefert was GmbH and Katalog Yayin ve Tanitim Hizmetleri AS.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 4,
2011, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Italy-based international publisher of
classified directories SEAT Pagine Gialle SpA to 'CC' from
'CCC+'.  S&P said that the outlook is negative.


SHERWOOD BRANDS: Taps Tiger Remarketing to Auction Assets
---------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a Stipulation and
Consent Order between Sherwood Brands LLC and its debtor-
affiliates and the United States Trustee for Region Four extending
through Dec. 16, 2011, the U.S. Trustee's time to file an
objection to the Debtors' motion for entry of an order:

     (i) Approving Auction Agreement with Tiger Remarketing
         Services and Fox & Associates Partners, Inc. and the
         Debtors' Execution of and Performance under such
         Agreement;

    (ii) Authorizing the Sale of Substantially all of Debtors'
         Assets Free and Clear of all Liens, Claims, Encumbrances
         and Interests pursuant to the Agency Agreement; and

   (iii) Approving an Expense Reimbursement Payable under the
         Agency Agreement to the Auction Firm.

A copy of the Dec. 15, 2011 Stipulation and Consent Order is
available at http://is.gd/oFZuVWfrom Leagle.com.

Jeanne M. Crouse, Esq. -- Jeanne.M.Crouse@usdoj.gov -- argues for
W. Clarkson McDow, Jr., United States Trustee for Region 4.

Sherwood Brands LLC, Sherwood Brands Inc., Sherwood Brands of
Rhode Island, Inc., Sherwood Brands of Virginia, LLC, and Sherwood
Brands Zip, LLC, filed separate Chapter 11 petitions (Bankr. D.
Md. Case Nos. 11-23807, 11-23809, 11-23812, 11-23813 and 11-
23814), on July 1, 2011.  James M. Greenan, Esq. --
jgreenan@mhlawyers.com -- at McNamee, Hosea, Jernigan, Kim Greenan
& Lynch, P.A., serves as bankruptcy counsel.  In its petition,
Sherwood Brands LLC estimated assets of $1 million to $10 million
and debts of $10 million to $50 million.


SHORTLINE DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Shortline Development, LLC, a limited liability company
        240 East Congress Street
        Colton, CA 92324

Bankruptcy Case No.: 11-47171

Chapter 11 Petition Date: December 9, 2011

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

Judge: Catherine E. Bauer

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Michael Griffin, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Maturin Group, Inc.               11-10547            01/07/11


SOLUTIA INC: Unveils First Shareholder Dividend
-----------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Solutia Inc.'s
board authorized the specialty chemical company's first dividend,
as the company affirmed its guidance for the year and unveiled
longer-term growth plans.

                     About SOlutia Inc.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals. End markets for Solutia's products include automotive,
architectural (residential and commercial), aerospace, process
manufacturing, construction, electronic/electrical, and
industrial. Net sales for the LTM period ending June 30, 2011 were
$2.1 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2011,
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
(CFR) of Solutia Inc. (Solutia) and moved the outlook to positive
from stable (see list below). In addition, Moody's affirmed the
company's Speculative Grade Liquidity (SGL) rating of SGL-2.


SP NEWSPRINT: Looks to Tap $25MM Bankruptcy Loan Package
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that SP Newsprint Holdings LLC
secured a $25 million loan intended to keep the business afloat
while it searches for a buyer in bankruptcy.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SP NEWSPRINT: Wins Court Nod for $12-Mil. Loan to Fund Ch. 11 Sale
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that SP Newsprint
Holdings LLC on Friday won Delaware bankruptcy court approval to
borrow $12 million to keep its mills running and fund the sale of
the company's assets, despite an objection from potential bidder
Waste Management Inc.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.


SPARTA COMMERCIAL: Delays Form 10-Q for Oct. 31 Quarter
-------------------------------------------------------
Sparta Commercial Services, Inc., is in the process of preparing
and reviewing the financial and other information for its Form
10-Q report for the quarterly period ended Oct. 31, 2011, and does
not expect the report will be finalized for filing by the
prescribed due date without unreasonable effort or expense.  The
Company needs additional time to complete its financial
statements, as well as to have the report reviewed by its
accountants and attorneys.  The Company undertakes the
responsibility to file such report no later than five days
following the prescribed due date.

                      About Sparta Commercial

Based in New York, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is a nationwide financial
services company offering financing and leasing products to
consumers and retail powersports dealers.  Sparta also serves
municipal and governmental agencies nationwide with its Municipal
Lease Program, which offers financing for essential equipment for
the law enforcement and emergency response communities.

The Company's subsidiary, Specialty Reports, Inc. d/b/a Cyclechex,
is in the business of offering online access to detailed product
ownership and usage reports for various classes of previously
owned assets.  Cyclechex's initial product release is the
Cyclechex Motorcycle History Report.

The Company's balance sheet for the quarter ended July 31, 2011,
showed $1.28 million in total assets, $4.06 million in total
liabilities and a $2.78 million total deficit.

RBSM LLP, in New York, noted that the company has suffered
recurring losses from operations that raises substantial doubt
about the company's ability to continue as a going concern.


SPORTSSTUFF INC: Jessica Harris May File Late Claim
---------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney granted Jessica Harris' Motion
to Allow Filing of Claim Out of Time or to Allow Amendment to
Claim in SportsStuff, Inc.'s bankruptcy case.  Ms. Harris may file
a written proof of claim, as an amended claim, with the Bankruptcy
Clerk and she will be permitted to participate in the distribution
process.  The Committee of Unsecured Creditors had objected to the
request.  Ms. Harris' claim is on account of an injury she
sustained in 2006 while using a Wego Kite Tube.  A copy of the
Court's Dec. 15, 2011 Order is available at http://is.gd/7KcfWU
from Leagle.com.

SportsStuff Inc. in Omaha, Nebraska -- http://www.sportsstuff.com/
-- sells sports accessories.  The company filed for Chapter 11
protection on Dec. 31, 2007 (Bank. D. Neb. Case No. 07-82643).
Robert V. Ginn, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from their creditors, it listed assets
and debts between $1 million and $100 million.


SPRINGLEAF FINANCE: Bank Debt Trades at 14% Off
-----------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 86.15 cents-on-
the-dollar during the week ended Friday, Dec. 16, 2011, a drop of
1.38 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 10, 2017, and
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 139 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-
conforming real estate mortgages, consumer loans, retail sales
finance and credit-related insurance.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


SRAM: Moody's Affirms Corporate Family Rating at 'B1'
-----------------------------------------------------
Moody's Investors Service downgraded SRAM's speculative grade
liquidity rating to an SGL -- 3 from an SGL-2 due to future
covenant concerns. At the same time, the following ratings were
affirmed: B1 CFR and PDR, Ba3 for the $605 million 1st lien senior
term loan, Ba3 rating for the $50 million revolver and B3 rating
for the $125 million 2nd lien term loan. The outlook remains
negative.

"The downgrade of the speculative grade liquidity rating reflects
Moody's view that SRAM's leverage ratio will be below levels which
would allow it to borrow from the revolver in the quarter ending
March 31, 2013," said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service. "This is despite the recent amendment
to the revolving credit facility, which loosened covenants through
December 31, 2012." Moody's believes there is sufficient cushion
in 2012. Without a covenant amendment or initial public ofering, a
potential covenant violation would result in SRAM being unable to
access its revolver. "While we do not expect SRAM to rely on its
revolver, not having this safety net would hurt its liquidity
profile," added Cassidy.

Credit metrics are currently very weak for a B1 rating due to the
additional debt incurred with the May 2011 recapitalization and
non-recurring acquisition related accounting charges recorded in
Q2 2011. However, Moody's believes that SRAM demonstrated
sufficient operating resiliency, cost control and commitment to
debt reduction that credit metrics should improve beginning in
2012 even if an IPO does not happen. For example, while adjusted
debt/Ebitda is currently over 8x, Moody's thinks it will be around
5.5 times by the end of 2012 assuming an IPO does not happen, If
an IPO were to occur in 2012, this ratio could be under 4x. "We
expect debt/Ebitda to steadily come down over the next few
quarters through a combination of higher earnings and debt
repayment," noted Cassidy.

RATING RATIONALE

The B1 Corporate Family Rating reflects SRAM's modest scale with
about $600 million of revenue, narrow product focus in bicycle
component parts, and susceptibility to discretionary consumer
spending. It also recognizes that while credit metrics are
currently weak, they should steadily improve over the next year to
more reasonable levels. The ratings are also constrained by the
company's history of shareholder friendly activities such as
dividends and share repurchases as well as by the potential for
future acquisitions. SRAM's ratings benefit from its: 1) strong
operating margins with EBITA to revenue in the high teens/low 20%
range; 2) good market position within the bicycle component
industry; 3) extensive product portfolio within the premium
segment; and 4) brand recognition among bike enthusiasts and
dealers. The ratings also benefit from the company's geographic
diversification and stable industry dynamics.

The SGL 3 speculative grade liquidity rating reflects SRAM's
adequate liquidity profile. SRAM's liquidity position is comprised
of modest cash balances of around $15 million, good operating cash
flow generation and full availability under its $50 million
revolver for at least the next four quarters. The revolver expires
in 2016. The maturity dates of the 1st and 2nd lien term loans
(1st lien matures in June 2018 and 2nd lien matures in December
2018) enhances SRAM's liquidity position as does having a 50%
excess cash flow sweep in the 1st lien term loan if certain
leverage levels are not met. A minimum quarterly leverage and
fixed charge covenant in the revolving credit facility is a
constraint to liquidity. Mitigating this fact is that the
financial covenants only have to be complied with if the company
has outstanding revolver borrowings or letters of credit at the
end of a quarter. The modest size of the cash balances and
revolver are constraints to liquidity, but the principal liquidity
restraint is the step down in the financial leverage covenant in
the quarter ending March 2013. Moody's thinks the company could
lose access to the revolver at this time because Moody's doesn't
think it will be able to meet the required covenant absent another
revision to the covenant levels.

The negative outlook reflects Moody's view that SRAM's credit
metrics will exceed what is typical for a B1 issuer. For example,
SRAM's debt/EBITDA ratio is currently over 8 times, while less
than 6 times is closer to what is expected. The negative outlook
reflects Moody's concern that SRAM may not be able to reduce
leverage to below 6 times absent an IPO.

Ratings could be downgraded if credit metrics do not improve as
Moody's expects by June 2012. For example, Moody's could downgrade
the ratings if debt/EBITDA does not approach 6 times or if EBITA
margins don't start reverting back to the high teens/low 20%
range. Another aggressive debt funded shareholder return in the
near to mid-term term would also spark a downgrade. The
speculative grade liquidity rating would likely be downgraded
further, and possibly the CFR as well, if the potential March 2013
covenant issue is not resolved by early Q3 2012.

The outlook could be stabilized if SRAM reduced financial leverage
to around 6 times either by paying down debt with IPO proceeds or
by paying down debt with free cash flow and improving earnings.
That said, there is no upside rating pressure in the near term
even if an IPO closes given the size and history of shareholder
friendly moves. Because of SRAM's relatively small scale with
revenue around $600 million and history of aggressive financial
policies, SRAMs' sustained credit metrics need to be stronger than
similarly rated consumer durables companies. For example, for an
upgrade to be considered debt/EBITDA would need to approach 3
times and interest coverage needs to be moving toward 4 times.

This rating was downgraded:

Speculative grade liquidity rating to SGL-3 from SGl-2;

These ratings were affirmed/assessments revised:

Corporate Family Rating at B1;

Probability of Default Rating at B1;

$605 Million First Lien Term Loan at Ba3 (LGD 3, 36% from 35%);

$30 Million First Lien Revolver at Ba3 (LGD 3, 36% from 35%); and

$185 Million Second Lien Term Loan at B3 (LGD 5, 86% from 85%)

For additional information, please refer to Moody's Credit Opinion
of SRAM published on Moodys.com.

The principal methodology used in rating SRAM was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Chicago, Illinois, SRAM Corporation is a global
manufacturer and designer of premium bicycle components. Revenue
for the twelve months ended September 30, 2011, approximated $600
million.


STELLAR GT: Court Confirms Plan; Sale of "The Georgian" Okayed
--------------------------------------------------------------
On Nov. 22, 2011, United States Bankruptcy Judge Paul Mannes
entered an order (I) finally approving the disclosure statement
and (II) confirming Stellar GT TIC LLC, and VFF TIC LLC's Joint
Plan of Reorganization and authorizing (A) Sale of "The
Georgian"free and clear of all liens, claims and interests and
alternatively (B) restructuring pursuant to the Plan if the Sale
does not close.

Class 1-A, 1-B, 3-B, and 3-B voted unanimously to accept the Plan.
No votes were cast for Classes 2-A, 2-B, 4-A, and 4-B.

The highest and best price offered at the Auction was the $193
million offer made by Lowe Real Estate Group-East, Inc.

As reported in the TCR on Oct. 19, 2011, the Bankruptcy Court
conditionally approved the revised disclosure statement, filed
Oct. 5, 2011, explaining Stellar GT TIC LLC, and VFF TIC LLC's
Chapter 11 Plan dated Sept. 30, 2011.

The Plan contemplates either the sale of the Project pursuant to
the Auction Procedures or a restructuring of the Loan pursuant to
the Amended Loan Documents.  A sale will occur, if approved by the
Court, if a bidder other than Lender or its designee submits the
highest and best offer at the Auction.  If the Lender or its
designee submits the highest and best offer a restructuring of the
Loan will occur pursuant to the Amended Loan Documents.

The Plan designates 4 Classes of Claims and Interests:

Class 1-A and 1-B - Allowed Secured Claim of the Lender.
Class 2-A and 2-B - General Unsecured Claims.
Class 3-A and 3-B - LLC Interests in the Debtors.
Class 4-A and 4-B - Claims of General Electric Company.

All above Classes are impaired under the Plan.

Lender's Allowed Secured Claim in Class 1-A and 1-B will receive
one of the following forms of treatment:

(a) Receipt of the Auction Sale Proceeds and Cash Collateral in
    full satisfaction of the Allowed Secured Claim of Lender; or

(b) Payment and other treatment as set forth in the Amended Loan
    Documents (attached hereto as Exhibit C).

General Unsecured Claims in Classes 2-A and 2-B will be paid their
pro rata share of the Auction Sale Proceeds remaining after
payment of the Allowed Claims in Classes 1-A and 1-B (and any
other claims of higher legal priority).  If the Amended Loan
Closing occurs, Claims in Classes 2-A and 2-B will be paid their
pro rata share of $50,000; such $50,000 will be paid from Cash
Collateral.  Payments will occur on the earlier of the Effective
Date or the date when such Claim becomes an Allowed Claim.

As to Allowed Class 3-A and 3-B Interests, any Auction Sale
Proceeds remaining after payment of Claims in Classes 1-A, 1-B,
2-A and 2-B will be paid to FCP Georgian Towers, LLC, on account
of that certain pledge of the LLC Interests to FCP Georgian
Towers, LLC, to secure a loan.  If the Amended Loan Closing
occurs, the LLC Interests in Classes 3-A and 3-B will be
extinguished on the Effective Date.

The Allowed Class 4-A and 4-B Claims of General Electric
Corporation will be paid at least 25% on its claim (subject to
increase if a third party bid is higher than the applicable credit
bid and funds are available in excess of the secured mortgage
claim), which GE has alleged, in its proof of claim, is
approximately $70,000.

A copy of the Revised Disclosure Statement is available for free
at http://bankrupt.com/misc/stellar.revisedDS.dkt107.pdf

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC, owners of "The Georgian?
apartments located at 8750 Georgia Avenue in Silver Spring,
Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge Paul
Mannes presides over the case.  Michelle Maloney-Raymond is the
case administrator.  Matthew G. Summers, Esq., and Michelle
McGeogh, Esq., at Ballard Spahr LLP, in Baltimore, Md., serves as
the Debtors' counsel.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The proposed plan is premised on either (1) a sale of
the project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
has been hired to conduct the sale.

The auction rules provide that a first-round sealed bid would be
required to be submitted by Aug. 24, 2011.  The broker would then
have until Sept. 5 to negotiate with the first-round bidders.
Second- round sealed bids would be due Sept. 5.  The highest
second-round bid would be identified by Sept. 12.  The highest bid
would be submitted for approval at the confirmation hearing in
October.

Wells Fargo, the holder of a $207.6 million secured debt, can bid
at the auction.  The Lender is represented by Mark Taylor, Esq.,
at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq.,
at Zeichner Ellman & Krause LLP.

The U.S. Trustee for Region 4 notified the Court that he has not
appointed an unsecured creditors' committee in the Chapter 11
cases of Stellar GT TIC LLC and VFF TIC LLC.


STEVE MCKENZIE: Faces Suit for Wrongful Prosecution
---------------------------------------------------
Davis Davis at Cleveland Daily Banner reports that Nelson Bowers
II sued on Dec. 15, 2011, Steve A. McKenzie, Cleveland attorneys
Richard Banks and Andrew Morgan of Banks and Associates; Chapter
11 trustee C. Kenneth Still; and Scott LeRoy, who served as Mr.
Still's attorney during the bankruptcy proceedings.

According to the report, Mr. Bowers filed the complaint in U.S.
Bankruptcy Court for the Eastern District of Tennessee, alleging
wrongful prosecution and abuse of process.

The report says the suit filed by attorney John Konvalinka, Esq.,
alleges in part that Mr. Bowers suffered damages as a result of
Messrs. McKenzie, Still and their attorneys' willful and malicious
acts in filing a meritless complaint in Bradley County.

The report relates that Mr. Bowers is seeking compensatory and
punitive damages; interest on the damages awarded and legal costs.

                      About Steve A. McKenzie

The Steve A. McKenzie case was originally filed as an involuntary
Chapter 7 bankruptcy (Bankr. E.D. Tenn. Case No. 08-16378) on
Nov. 20, 2008.  Mr. McKenzie filed a voluntary Chapter 11
bankruptcy (Bankr. E.D. Tenn. Case No. 08-16987) on Dec. 20, 2008.
Upon request of counsel for the Debtor, the two cases were
consolidated.  The case has since proceeded with the earlier
filing date of Nov. 20, 2008, as the effective date of the
petition.  On Jan. 15, 2009, the Court entered an agreed order
converting the involuntary Chapter 7 case no. 08-16378 to a
Chapter 11 proceeding and substantively consolidating the
proceeding with case no. 08-16987.  Mr. McKenzie estimated
$100 million to $500 million in both assets and debts in his
Chapter 11 petition.

An Official Committee of Unsecured Creditors was appointed by the
United States trustee.  The Committee retained Evans LeRoy &
Hackett PLLC as counsel.  On Feb. 20, 2009, C. Kenneth Still was
appointed as Chapter 11 trustee.  He also tapped F. Scott LeRoy,
Esq., as counsel.  Mr. LeRoy ultimately withdrew from Evans LeRoy.

The case was later converted back to Chapter 7 and Douglas R.
Johnson was named the Chapter 7 trustee.  He was terminated on
June 14, 2010, and Mr. Still was added to the case as Chapter 7
trustee.


STOKES EXCAVATING: Pension Fund Wins $1.3T Legal Fees
-----------------------------------------------------
Bankruptcy Judge Manuel Barbosa granted the application of the Fox
Valley Laborers' Health & Welfare and Pension Funds for attorneys'
fees in Stokes Excavating, Inc.'s Chapter 11 case.  The Court
finds that the Fund is entitled to $1,384.25 in attorneys' fees
under the collective bargaining agreement.  However, the Fund's
request for a determination that the fees are an administrative
expense and request for an order mandating the immediate payment
of the fees are denied, saying the Fund has failed to demonstrate
that its attorneys' fees are entitled to priority as an
administrative expense.

Pre-petition, the Debtor entered into a collective bargaining
agreement with the Construction and General Laborers' District
Council of Chicago and Vicinity, a labor union, by which the
Debtor was obligated to pay contributions for each hour worked by
its employees to the Fox Valley Laborers' Health & Welfare and
Pension Funds and other parties.  The collective bargaining
agreement also provided that the Debtor was required to pay the
Fund's attorneys' fees incurred in collecting delinquent amounts,
and that any late payments were subject to 10% liquidated damages.

Since its bankruptcy filing, the Debtor has never taken any step
under 11 U.S.C. Sec. 1113 to reject or modify the collective
bargaining agreement, nor does it argue that the provisions of
Section 1113 would not apply to the agreement.  However, the
Debtor has not always timely paid the contributions required under
the agreement.

On Nov. 10, 2010, the Court entered an order on the uncontested
motion of the Fund, ordering the Debtor to "continue remitting to
the Funds on-going payment of all post-petition benefit
contributions until a reorganization plan is finalized and this
matter is terminated or until such time as this Court enters [an]
order relating to the Debtor's obligations under the collective
bargaining agreement."  On Sept. 14, 2011, the Fund brought
another motion against the Debtor, alleging that the Debtor had
failed to pay required contributions and union dues for the months
of May 2011 through August 2011.  The Fund sought an order
compelling the Debtor to pay $2,173.31 in dues and contributions
for May and June 2011, including a 10% late fee, together with the
dues and contributions for August 2011 within 7 days.  The Fund
also sought attorneys' fees.  The Debtor did not object to an
order compelling payment of the past-due amounts, but objected to
any attorneys' fees.

The Court entered an order on Sept. 21, 2011, compelling the
Debtor to pay the past-due amounts, including the late fees,
within 7 days, and granted the Fund 14 days to file a petition for
attorneys' fees.

On Oct. 6, 2011, the Fund filed its petition for attorneys' fees,
together with an attached itemization of time, by which the Fund
asked the Court to enter an order awarding the Fund $2,049.25 for
the fees it incurred in bringing the motion to compel and ordering
the Debtor to pay the amount within 7 days.

The Debtor objected, arguing that the amount sought is
unreasonable and disproportionate to the amount the Fund was
attempting to collect; and that even if the Fund is entitled to
fees, it is not entitled to an order compelling immediate payment
of those fees.

A copy of the Court's Dec. 9, 2011 Memorandum Opinion is available
at http://is.gd/frxjlTfrom Leagle.com.

Based in Aurora, Illinois, Stokes Excavating, Inc., filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-74818) on
Sept. 28, 2010. Judge Manuel Barbosa presides over the case.  G.
Alexander McTavish, Esq. -- alexmctavish@mrmlaw.com -- at Myler,
Ruddy & McTavish, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in assets
and $1 million to $10 million in debts.  The petition was signed
by Danny Stokes, president.


SUMMER VIEW: Wants Access to US Bank's Cash Until Feb. 28
---------------------------------------------------------
Summer View Sherman Oaks, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to approve a stipulation
authorizing the use of U.S. Bank, N.A.'s cash collateral until
Feb. 28, 2012.

The lender contends that as of Oct. 11, 2011, the total
indebtedness on the loan, including a yield maintenance premium
which is due in accordance with the loan documents, is in excess
of $18,323,199.

The stipulation entered between the Debtor and U.S. Bank dated as
of Nov. 17, provides for, among other things:

   -- the cash collateral consists of collected rents and any
   other proceeds from the property located at 15353 Weddington
   Street, Sherman Oaks, California;

   -- the Debtor will use the cash collateral to operate the
   property;

   -- the Debtor will not use the cash collateral in any amount:
   (a) in excess of 10% of any line item for any given month; and
   (b) in excess of 5% of the total aggregated budget for any
   given month;

   -- a $78,584 monthly adequate protection payment to U.S. Bank;

                  About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks LLC,
aka Summer View Sherman Oaks Apartments LLC, a single-asset real
estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SUNRISE ESTATES: Files for Chapter 11 Bankruptcy in Orlando
-----------------------------------------------------------
The Orlando Sentinel reports that Sunrise Estates & Properties
LLC, at 3921 Hunters Isle Drive, in Orlando, filed for Chapter 11
protection in the U.S. Bankruptcy Court for the Central District
of Florida on Dec. 13, 2011.  The Company listed both assets and
liabilities of less than $50,000.


SUPERMEDIA INC: Moody's Changes PDR to 'Ca/LD'
----------------------------------------------
Moody's Investors Service has changed SuperMedia Inc.'s
Probability of Default Rating (PDR) to Ca/LD from Caa2 following
the company's voluntary prepayment of $235 million of par value
debt for $117 million in cash. The revision of the PDR to Ca/LD
reflects Moody's view that the transaction constitutes a
distressed exchange. The PDR also reflects Moody's view that
additional exchanges at a discount are possible in the future. In
3 days, Moody's will remove the LD designation and change the PDR
back to Caa2. Moody's ratings outlook for SuperMedia remains
negative.

Moody's has taken these rating actions:

   Issuer: SuperMedia Inc.

These ratings were changed:

   -- Probability of Default Rating, Ca/LD from Caa2 prior

These ratings are unchanged:

   -- Corporate Family Rating, Caa1

   -- $1.9 billion Term Loan, Caa1 LGD3-34%

   -- Speculative Grade Liquidity, SGL 2

   -- Outlook: Negative

RATINGS RATIONALE

SuperMedia's Caa1 Corporate Family Rating reflects the declining
profile of the directory publishing business and the challenges
associated with transitioning the business away from a reliance on
print advertising. Continued weakness in ad sales relative to
spending in other print-based channels and the overall advertising
market suggests that the cyclical recovery in client advertising
spending is not stabilizing revenue in the directory industry.
Moody's thus believes the structural challenges the directory
industry faces will remain severe.

SuperMedia has good liquidity, supported by $267 million in cash
at September 30, 2011 and the company continues to generate free
cash flow. The company requires minimal capital investment, well
below internally generated cash flows. And, SuperMedia can opt to
accrue, if fixed charge leverage is less than 1.25 times,
approximately 20% of interest as principal, offering additional
flexibility.

Moody's could lower SuperMedia's ratings if the company's revenues
continue to fall at an accelerated rate, if it becomes unable to
produce free cash flow without exercising the PIK option, or if
its liquidity becomes strained.

SuperMedia's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside SuperMedia's core industry
and believes SuperMedia's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

SuperMedia Inc. ("SuperMedia"), headquartered in D/FW Airport,
Texas, is the second largest U.S. yellow pages publisher. The
company reported revenues of $1.7 billion for the twelve months
ended September 30, 2011.


TERRESTAR NETWORKS: Court Approves Committee's Settlement
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
TerreStar Networks' motion for approval of a settlement between
the Company's official committee of unsecured creditors, EchoStar,
the ad hoc group, LightSquared, Harbinger, Sprint and Solus.  The
settlement will resolve all of the outstanding formal and informal
disputes between the parties.

TerreStar Networks unveiled the settlement in September 2011.  As
reported by the Troubled Company Reporter on Sept. 26, 2011, the
accord settles a suit over a $100 million purchase money credit
agreement.  Under the settlement, TerreStar would pay various fees
incurred by lenders EchoStar Corp. and Harbinger Capital Partners
and collateral agent U.S. Bank National Association in exchange
for its release from litigation over the outstanding PMCA.

            About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar canceled a June 30
auction because there were no competing bids submitted by the
deadline.

As reported in the TCR on Nov. 23, 2011, TerreStar Networks Inc.
sold the business to Dish Network Corp. for $1.38 billion,
negotiated a settlement with creditors, and filed a liquidating
Chapter 11 plan.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reports the hearing to approve the explanatory
disclosure statement is set for Dec. 16.  If the plan stays on
track, the confirmation hearing for approval of the plan would
take place Feb. 13.


TERRESTAR NETWORKS: Court Approves Settlement With Creditors
------------------------------------------------------------
Bankruptcy Judge Sean H. Lane on Thursday approved a settlement
agreement among TerreStar Networks Inc., its bondholders and new
owner Dish Network Corp.

Stephanie Gleason, writing for Dow Jones Daily Bankruptcy Review,
reports that the deal includes a plan to pay noteholders $128
million and settles a disagreement with Lightsquared Inc. over
voice and data minutes by allowing two unsecured claims for $35
million and $5.99 million.

DBR recounts that TerreStar's deal with Sprint Nextel Corp.,
reached in early November, settles a dispute over $104 million in
bandwidth fees that Sprint said it was owed by both TerreStar
Networks and DBSD North America Inc., which Dish Network also
bought at bankruptcy auction.

DBR notes the full details of the agreement are confidential but,
according to court papers, Sprint has agreed to accept no more
than $20.6 million to settle the claims -- $18 million immediately
and $2.6 million from TerreStar's Chapter 11 payout.

DBR says the settlement still needs approval from the Federal
Communications Commission.

            About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan earlier this year in favor of the
auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.


TERRESTAR NETWORKS: Wants Plan Exclusivity Extended to February
---------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones Daily Bankruptcy Review,
reports that TerreStar Networks Inc. asked the Bankruptcy Court on
Friday to extend its Chapter 11 plan exclusivity period until Feb.
18 along with its sole right to solicit acceptance of a plan until
April 17.  This request, if approved, would be the fourth time the
deadline has been pushed back in TerreStar's year-long bankruptcy
case.

DBR notes that while TerreStar has distributed to senior creditors
some of the proceeds from the sale of its assets to Dish Network,
TerreStar said it needs more time because it can only distribute
the remaining proceeds to unsecured creditors upon confirmation of
its plan.

"If competing plans were proposed at this time, such plans would
delay the debtors' emergence and could significantly jeopardize
the recoveries to unsecured creditors" by depleting the remaining
bankruptcy estate resources, TerreStar said in court papers.

The company says it has $31 million to distribute to unsecured
creditors.

            About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan earlier this year in favor of the
auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.


THOMPSON CREEK: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised the outlook on the ratings of
Thompson Creek Metals Company, Inc. (Thompson Creek), to negative
from stable and downgraded the Speculative Grade Liquidity rating
to SGL-3 from SGL-2. At the same time Moody's affirmed Thompson
Creek's B1 corporate family rating (CFR), B1 probability of
default rating and B3 rating on the $350 million senior unsecured
notes.

Moody's took these actions:

Downgrades:

   Issuer: Thompson Creek Metals Company Inc.

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
      SGL-2

Outlook Actions:

   Issuer: Thompson Creek Metals Company Inc.

   -- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The change in outlook reflects Moody's expectation that the
company's earnings and cash flow generation in 2012 will fall
short of levels originally anticipated, due to decline in
molybdenum prices, waste removal activities at the Thompson Creek
mine, and the continued aggressive capital expenditure plans
related to the company's Mt. Milligan project. Although the
company's recent agreement to sell for $270 million an additional
15% of the payable gold from the Mt. Milligan copper-gold project
will help provide funds needed during the project's construction
phase, the company's liquidity has been negatively impacted by the
recent decline in molybdenum prices, lower than expected
production levels in the second half of 2011, and the absence of
anticipated funds from its common stock warrants expiring
unexercised in October 2011.

Given Moody's expectation for a slow recovery in the steel sector,
Moody's believes that the potential for increases in molybdenum
prices in the near future is limited. At current price levels and
capital expenditure plans, the company will likely require
additional borrowings, possibly using equipment financing and its
$300 million secured revolver. In Moody's opinion, this could
raise Debt/ EBITDA close to 6x in the near term and weaken the
company's debt protection metrics. While Moody's expects the Mt.
Milligan mine, once on line, to bring in additional cash flows and
diversify the company's operations, Moody's notes that the mine is
not expected to be in full production until late 2013/ early 2014.
In addition, the level of cash flows available to Thompson Creek
from the mine production will be less than originally anticipated,
given that after the sale of an additional 15% gold stream
interest, 40% of life of mine gold production at Mt. Milligan will
be committed and sold to Royal Gold, Inc at a price of $435 per
ounce.

The downgrade of the company's liquidity rating to SGL-3 reflects
Moody's expectation of negative free cash generation and limited
headroom under the revolver's renegotiated covenants over the next
12 to 18 months. The company currently has sufficient liquidity,
including its cash balance of $365 million and full availability
under its $300 million secured credit facility. However, any
significant increase in the capital costs to develop Mt. Milligan
or delays in the production start date could put further pressure
on the company's liquidity.

Thompson Creek's B1 CFR reflects its concentration in molybdenum,
relatively small size, heavy reliance currently on two mines, and
the need for favorable volume and price trends in order to meet
its increasingly aggressive capital expenditure requirements over
the next several years. The rating anticipates meaningful negative
free cash flow (operating cash flow minus dividends and capital
expenditures), and the need for additional debt over the next 18
months. Further considerations include the decline in production
levels at the Thompson Creek mine where ongoing development will
be needed to maintain the production profile, although this will
be somewhat offset by the increased production at Endako following
the completion of its mine expansion by the end of 2011. At the
same time, the rating considers the long operating history of
Thompson Creek's mines and its Langeloth metallurgical facility,
as well as the company's low political risk profile given the
location of its operations in the U.S. and Canada. Further
favorable factors in the rating include the fact that a
significant portion of the company's production is on a contract
basis, thus ensuring minimum offtakes although price risk remains,
and the company has a good relationship with its customer base.

The B3 rating on the senior unsecured notes reflects their lower
rank in the capital structure behind the $300 million secured
revolver and up to $132 million in secured equipment financing to
fund the mobile fleet needed at the Mt. Milligan project.

The ratings could be lowered if the company is unable to improve
its production profile and reduce stripping ratios at its Thompson
Creek mine over the next several months or experiences any
significant difficulties at its other operations. In addition, the
ratings could be lowered should the capital requirements for Mt.
Milligan or Endako increase more than is currently anticipated,
Debt/ EBITDA exceeds 6x, or the company's liquidity position
deteriorates.

Upward rating pressure is limited at this time due to the
significant capital expenditures required over the next several
years. The outlook could be stabilized if the company demonstrates
sound liquidity position and is able to maintain its Debt/ EBITDA
at no greater than 4.5x.

The principal methodology used in rating Thompson Creek was the
Global Mining Industry Methodology published in May 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Thompson Creek Metals Company Inc., the world's fifth largest
producer of molybdenum at approximately 7% of global consumption
in 2010, operates through two open pit mines and two processing
centers. The company owns 100% of the Thompson Creek open-pit mine
in Idaho, 100% of the Langeloth processing facility in
Pennsylvania, and 75% of the Endako mine, concentrator, and
roaster in British Columbia. It is currently in the process of
constructing the Mount Milligan copper-gold mine in northern
British Columbia, whose operations are expected to commence in
2013. In 2010, Thompson Creek produced 32.6 million pounds of
molybdenum and generated approximately $595 million of revenues.


TRAILER BRIDGE: NASDAQ Terminates Registration of Common Stock
--------------------------------------------------------------
NASDAQ Stock Market LLC has reported on Form 25-NSE the removal
from listing and registration of the common stock of Trailer
Bridge, Inc.

A copy of the Form 25 is available for free at:

                       http://is.gd/BgAhqE

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and debts.  The
petition was signed by Mark A. Tanner, co-chief executive officer.


TRANSWEST RESORT: Senior Lender Objects to 3rd Amended Plan
-----------------------------------------------------------
Transwest Resort Properties, Inc., et al., have filed a Third
Amended and Restated Joint Plan of Reorganization that
contemplates a comprehensive restructuring of the Debtors' capital
structure by re-sizing and modifying the Mortgage Loan secured by
the Resorts, canceling the Equity Interests in the Operating
Debtors and providing for treatment of the Claims of the Mezzanine
Lender (whose Claims are solely against the Level II Debtors).

The Plan is funded, in part, by an investment of not less than
$30 million of new capital in the Reorganized Debtors by Newco for
which Newco will acquire 100% of the New Membership Interests in
the Reorganized Debtors.  Newco will be a limited liability
company, the sole member of which is Southwest Value Partners Fund
XV, L.P. ("SWVP?).  The New Equity Investment will be used, in
part, to bridge the Resorts to stabilized operating performance
and facilitate the property improvement plans prepared by Westin.

Each of the Operating Debtors (Transwest Tucson Property, LLC, and
Transwest Hilton Head Property, LLC) will continue in existence
after the Effective Date as a separate legal entity.  Except as
otherwise provided in the Plan or Plan Documents, on or after the
Effective Date, all property of the Operating Debtors' Estates and
any property acquired by the Operating Debtors or the Reorganized
Debtors under the Plan will vest in the Reorganized Debtors.

All payments under the Plan which are due on the Effective Date
will be funded from the Cash on hand or the New Equity Investment.

The funds necessary to ensure continuing performance under the
Plan after the Effective Date will be (or may be) obtained from:

(a) any and all remaining Cash retained by the Reorganized Debtors
after the Effective Date;

(b) Cash generated from the post-Effective Date operations of the
Reorganized Debtors;

(c) any reserves established by the Debtors or the Reorganized
Debtors;

(d) the proceeds from any sale or refinancing of all or part of
the Resorts; and,

(e) any other contributions or financing (if any) which the
Reorganized Debtors may obtain on or after the Effective Date.

According to the Debtors, the Senior Lender (JPMCC 2007-C1
Grasslawn Lodging LLC) has made a Section 1111(b)(2) Election,
therefore the Senior Lender Secured Claim will be Allowed in an
amount equal to the amount owed under the Mortgage Notes as of the
Petition Date less any Penalty Claims as determined by the Court,
estimated to be $233,679,381.

The Senior Lender will receive two pari passu promissory notes,
one of which will be in a principal balance equal to 50.24% of the
Allowed Senior Lender Secured Claim, and the other note will be in
the principal balance equal to 49.76% of the Allowed Senior Lender
Secured Claim.  All payments of principal will be allocated pro
rata between the two Replacement Notes.

The Senior Lender will receive monthly interest-only payments
until the earlier of (i) sale of the Resorts, (ii) the 252nd month
after the Effective Date or (iii) such earlier maturity date as
would be necessary to satisfy Section 1129(a)(7) and Section
1129(b)(2), at which time, except as otherwise modified by the
Plan in Section 3.3.1, the entire remaining balance of the
Replacement Notes must be paid in full.

Each Holder of an Allowed Class 5 Unsecured Trade Creditor Claim
against the Operating Debtors will receive 40% of his Class 5
Claim in 4 equal annual installments payable on the first Business
Day of March beginning in 2012.  No interest will be paid on any
Class 5 Claims.

On the later of the date sixty (60) days after the Effective Date
or the applicable Claim Payment Date, each holder of an Allowed
Class 6 General Unsecured Claim will receive:

(a) A Cash payment equal to a pro rata share of the Unsecured
Creditor Fund; and

(b) A Class 6 Membership Appreciation and Cash Flow Certificate.
Please refer to pages 13 and 14 of the Plan Outline for specific
details of this Certificate.

On the Effective Date, all Equity Interests in the Debtors will be
automatically canceled and voided.  All holders of Equity
Interests and Subject Insider Claims will receive nothing on
account of those Equity Interests and Subject Insider Claims.
Class 10 is deemed to reject the Plan.

A copy of the Third Amended and Restated Joint Plan is available
for free at http://bankrupt.com/misc/transwestresort.dkt637.pdf

The Senior Lender has objected to both the Second Amended Plan
dated Oct. 4, 2011, and this Third Amended Plan.

The Summary of the Senior Lender's Plan Objections is shown below:

a) The November Plan was filed on November 17th, just four
business days before the preliminary hearing was set to commence
on the October Plan.  The last-minute material modifications to
the plan, coupled with the voluminous proposed plan documents that
were filed on November 18th, require that the Court either deny
confirmation or continue the confirmation hearing to require
adequate disclosure and voting on the November Plan.

b) The Plan and Plan Proponent have not complied with the
applicable provisions of Title 11 with respect to the November
Plan because (i) the November Plan does not provide treatment for
Senior Lender in the event it does not elect treatment under
Section 1111(b)(2); (ii) the disclosures for the November Plan
fail to comply with Section 1125; and (iii) solicitation and
voting on the November Plan failed to comply with Section 1126.

c) Debtors' principals have used the Chapter 11 Plan process to
benefit themselves at the expense of creditors.

d) Debtors cannot meet their burden of proof in showing that the
plan will not result in the need for further reorganization or
liquidation.

A copy of the Senior Lender's Objection is available for free at:

       http://bankrupt.com/misc/transwestresort.dkt670.pdf

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc.,
indirectly owns an interest in two companies, Transwest Tucson
Property, L.L.C., and Transwest Hilton Head Property, L.L.C.
These two companies each own and manage a resort hotel: the Westin
La Paloma Resort and Country Club in Tucson, Arizona (the "La
Paloma Resort" or "La Paloma"), which is owned and managed by
Transwest Tucson Property, L.L.C., and the Westin Hilton Head
Island Resort and Spa on Hilton Head Island in South Carolina (the
"Hilton Head Resort," and collectively with La Paloma, the
"Resorts"), which is owned and managed by Transwest Hilton Head
Property, L.L.C.

TRP, Transwest Tucson Property, and Transwest Hilton Head property
are affiliates of Transwest Partners, a real estate development
and investment firm which has been active in the hospitality
sector in Southern Arizona and Sonora, Mexico.

Transwest Tucson Property is a wholly owned subsidiary of
Transwest Tucson II, L.L.C.  Transwest Hilton Head Property is a
wholly owed subsidiaryof Transwest Hilton Head II, L.L.C.

TRP filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 10-37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., Susan g.
Boswell, Esq., and Elizabeth S. Fella, Esq., at Quarles & Brady
LLP, in Tucson, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets at up to $50,000 and
debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TRELAWNY HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Trelawny Holdings LLC
        1500 E. Commercial Boulevard
        Fort Lauderdale, FL 33334

Bankruptcy Case No.: 11-43988

Chapter 11 Petition Date: December 12, 2011

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

Judge: John K. Olson

Debtor's Counsel: Stephen P. Orchard, Esq.
                  LAW OFFICES OF STEPHEN ORCHARD
                  2255 Glades Road, Suite 324A
                  Boca Raton, FL 33431
                  Tel: (561) 455-7961
                  E-mail: sporchard@orchardlaw.com

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

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

The Company's list of its six largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb11-43988.pdf

The petition was signed by Marlon O. Thompson, managing member.


TRENTON LAND: Judge Thomas Tucker Orders Dismissal of Case
----------------------------------------------------------
United States Bankruptcy Judge Thomas J. Tucker has dismissed the
Chapter 11 case of Trenton Land Holdings, LLC.  The Court ordered
counsel for Debtor to file, no later than Dec. 31, 2011, an
application for approval of compensation pursuant to 11 U.S.C.
Section 330.  The Court retains jurisdiction to adjudicate any
objections filed thereto, and to enter an order with respect to
such application.  This case will remain open for this purpose.

The Court further ordered that if Debtor fails to pay any
outstanding quarterly fees due to the United States Trustee, or if
the Debtor has not filed all Monthly Operating Reports which may
be due, the United States Trustee may file a motion to reopen the
case and request conversion to a Chapter 7 liquidation.

As reported in the Troubled Company Reporter on Sept. 19, 2011,
the Debtor asked the Court to dismiss its Chapter 11 case.  Karin
F. Avery, Esq., at Silverman & Morris, P.L.L.C., told the Court
that cause exists for dismissal of this case because:

    (a) The Debtor has reached an agreement with the Wayne County
        Treasurer for payment on account of real estate tax
        arrearages and dismissal of this case;

    (b) The Debtor may not presently be able to formulate a plan
        that would deal with all existing claims;

    (c) Conversion of this case to Chapter 7 would inevitably lead
        to abandonment of the Property by the Chapter 7 trustee
        and potential exposure of the Chapter 7 Trustee with
        respect to environmental liability.  It would also likely
        lead to additional contamination of the Property, due to
        the inability of a Chapter 7 Trustee to maintain the
        wastewater treatment currently being provided by the
        Debtor and its "insiders";

    (d) Conversion of the case to a Chapter 7 is likely to lead to
        forfeiture and foreclosure of the Property by Wayne
        County, thus causing Wayne County to take title to
        contaminated property; and

    (e) Failure to dismiss the case will result in the Debtor
        remaining in Chapter 11 for a protracted period of time,
        unnecessarily incurring administrative expenses.

                 About Trenton Land Holdings, LLC,

Trenton, Michigan-based Trenton Land Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 10-
60990) on June 29, 2010.  Karin F. Avery, Esq., at Silverman &
Morris, P.L.L.C., assists the Debtor in its restructuring effort.
The Company disclosed $16,726,075 in assets and $65,925,596 in
liabilities.


TRIBUNE CO: Bank Debt Trades at 42% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 58.10 cents-on-the-
dollar during the week ended Friday, Dec. 16, 2011, a drop of 2.26
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 139 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  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 Dec. 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)


TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 63.81 cents-on-the-dollar during the week
ended Friday, Dec. 16, 2011, a drop of 1.40 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 139 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 29% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 70.73 cents-on-the-dollar during the week
ended Friday, Dec. 16, 2011, a drop of 1.56 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
139 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNITED AMERICAN: Posts $650,000 Net Loss in Sept. 30 Quarter
------------------------------------------------------------
United American Healthcare Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $650,000 on $1.7 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $1.4 million on $2.1 million of revenue for the three
months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$16.7 million in total assets, $13.0 million in total liabilities,
and stockholders' equity of $3.7 million.

As reported in the TCR on Oct. 20, 2011, UHY LLP, in Farmington
Hills, Michigan, expressed substantial doubt about United American
Healthcare's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company incurred a net loss
from continuing operations of $7.5 million for the year ended
June 30, 2011, and, as of that date, had a net working capital
deficiency of $6.4 million.

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

                       http://is.gd/ap4liW

Chicago, Illinois-based United American Healthcare Corporation
United American Healthcare Corporation provides contract
manufacturing services to the medical device industry in the
United States.


UNIVISION COMMS: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 89.21 cents-on-the-dollar during the week ended Friday, Dec.
16, 2011, a drop of 1.20 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 139 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                 About Univision Communications

Univision Communications, Inc., headquartered in New York, claims
to be a leading Spanish language media company in the United
States.  Revenue for fiscal year 2010 was approximately $2.2
billion.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision
Communications, Inc.'s 8.5% senior unsecured notes due 2021,
following the Company's proposed $315 million add-on to the issue.

The add-on would bring the total dollar amount of the issue to
$815 million.  The issue-level rating on this debt remains at 'CC+
(two notches lower than the 'B' corporate credit rating on the
Company), and the recovery rating remains at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns are centered on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.


US CABLE: Moody's Says Residential Penetration Stalls
-----------------------------------------------------
Moody's expects EBITDA and revenues for the US cable industry to
grow around 3% in 2012, driven by demand for high-speed data
services by business and domestic consumers, according to an
Industry Outlook by Moody's Investors Service.

"Moody's expects that rising demand for high-speed data services
will allow cable companies to raise rates and make up for
continuing video-subscriber losses in terms of revenues and
EBITDA," says Karen Berckmann, a Moody's analyst and an author of
the report.

"Over 90% of US households already subscribe to video service
through various channels and this saturation means future revenue
growth will likely come from data services," added Berckmann.

Increased competition will also shrink the industry's video
subscriber base as cable companies lose out to satellite-TV and
telecom rivals, says Moody's.

Moody's expects fastest-growth in the business segment although
gains will be from a low base. The report also gives Moody's view
on "over the top." Moody's considers concerns overblown and
unlikely to hurt video revenue materially over the intermediate
term, since online video streaming will play a complementary role
to cable-TV service, not displace it.

"Streaming will replace some of the industry's video-rental and
premium-channel revenue but it will bolster the strength and
pricing power of the high-speed-data product," according to Neil
Begley, a Moody's Senior Vice President and report co-author.

Moody's tracks the average penetration rate of the industry's
three primary residential products, video, high speed data and
voice in a metric called Triple Penetration Equivalent penetration
rate (TPE). TPE growth has slowed to a trickle since 2009.

"We believe it will flatline in 2011 and 2012 at 32.5% for the
sector given the continuing video subscriber losses and
deceleration of high-speed-data and voice subscriber additions,
which is not healthy news for some of the industry players
suffering the most," added Begley.

The TPE varies widely between industry players, with Cox
Communications (Baa2 stable) and Cablevision Systems Corp (Ba2
stable) showing TPE rates of over 40%, while Charter (CCH II; Ba3
positive) and Mediacom Communications (B1 stable) have rates of
27%.


U.S. XPRESS: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service revised the rating outlook of U.S.
Xpress Enterprises, Inc. to negative from stable. Concurrently,
Moody's affirmed all the company's ratings including the B3
corporate family and probability of default ratings.

These ratings were affirmed (with updated LGD assessments):

$50 million senior secured revolving credit facility due 2013, at
B2 (LGD-3, 35%) from (LGD-3, 34%)

$170 million senior secured term loan due 2014, at B2 (LGD-3, 35%)
from (LGD-3, 34%)

RATINGS RATIONALE

The change in outlook to negative from stable is based on tight
covenant headroom under the company's leverage covenant ratio at
September 30, 2011 and Moody's anticipation that headroom over the
next twelve to eighteen months will remain tight. Credit metric
improvement from current levels would be necessary in order for
the company to remain in compliance with covenant thresholds in
mid-to-late 2012. In August 2011 the company amended its leverage
covenant thresholds per its credit agreement covering the quarters
ending September 30, 2011 through September 30, 2012. Compliance
with the leverage covenant for the quarter ending December 2012
will likely require a combination of solid earnings growth and
debt repayments. In addition, the fixed charge coverage ratio
steps up starting in the quarter ended March 31, 2011. The company
could be required to seek a refinancing, amendment or another
waiver if covenant compliance appears unlikely.

The affirmation of the B3 CFR reflects interest coverage and cash
flow metrics that are in line with the B3 rating category.
Debt/EBITDA of 5.2x (on a Moody's adjusted basis) is strong for
the rating category. However, the B3 CFR is also reflective of
elevated fuel and driver costs that could add pressure to margin
growth going forward. Significant volume growth is unlikely given
the uncertain economic environment. Additional factors supporting
the B3 CFR include a relatively young fleet allowing the company
to defer a portion of capital expenditures to preserve liquidity
if needed, good scale, a diverse customer base/end markets and the
expectation for further contractual rate increases due to
continued industry-related capacity constraints.

The ratings could be downgraded if credit metrics weaken such that
debt to EBITDA exceeds 6.0x, or EBIT to interest declines to 0.7x
(EBIT to interest was 1.0x as of Q3-2011). A ratings downgrade
could also result from deterioration in the company's liquidity
profile including greater than expected tightening of headroom
under financial covenants, meaningful usage under the revolver, or
weaker free cash flow generation.

The rating outlook could be changed to stable if the company (i)
grows revenues and profitability in 2012; (ii) adequately re-
invests in the business and (iii) improves liquidity by generating
positive free cash flow and expanding headroom under financial
covenants. The ratings could be upgraded if the company
substantially improves its liquidity position and achieves
sustained growth in credit metrics such that EBIT to interest and
free cash flow to debt are expected to be sustained at above 1.5
times and 5%, respectively.

U.S. Xpress Enterprises, Inc's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
U.S. Xpress Enterprises, Inc's core industry and believes U.S.
Xpress Enterprises, Inc's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

U.S. Xpress Enterprises, Inc., a Nevada Corporation, headquartered
in Chattanooga, Tennessee, provides truckload transportation
services in North America, including line-haul, dedicated and
inter-modal freight services. Revenues over the last twelve months
ended September 30, 2011 totaled approximately $1.7 billion.


VIRGIN OFFSHORE: Trustee Wants CEO Smith Designated as Debtor
-------------------------------------------------------------
Gerald H. Schiff, Chapter 11 trustee Virgin Offshore USA, Inc.,
asks the U.S. Bankruptcy Court for the Eastern District of
Louisiana to enter an order designating Robert Fulton Smith as
Debtor.

The trustee relates that Mr. Smith is president, CEO and primary
equity holder and prior to the appointment of the trustee, was
responsible for managing the Debtor's daily business affairs and
operations.

The trustee requests that Mr. Smith must comply with all
obligations required of a debtor in the bankruptcy case, including
without limitation (i) attending a Section 341(a)  creditors
meeting, and (ii) attending any Bankruptcy Rule 2004 examination
and Bankruptcy Rule 7030(b)(6) examination of the Debtor.

                     About Virgin Offshore

Virgin Offshore USA, Inc., based in New Orleans, Louisiana,
produces oil and gas.  Creditors Dynamic Energy Services LLC,
Precision Drilling Company, LP, and Tanner Services LLC, owed
$1,895,824 in the aggregate, commenced an involuntary Chapter 11
bankruptcy proceeding against Virgin Offshore USA (Bankr. E.D. La.
Case No. 11-13028) on Sept. 16, 2011. The petitioning creditors
are represented by Michael A. Crawford, Esq., at Taylor Porter
Brooks & Phillips LLP, H. Kent Aguillard, Esq., at Young, Hoychick
and Aguillard; and Jacque B. Pucheu, Jr., Esq., at Pucheu, Pucheu
& Robinson, LLP.

The order for relief was entered on Oct. 12, 2011.

An affiliate of Virgin Offshore USA, Virgin Oil Company Inc.,
filed a Chapter 11 petition (Bankr. E.D. La. Case No. 09-11899) on
June 25, 2009.

The involuntary Chapter 11 bankruptcy petition against Virgin
Offshore USA, Inc., has been transferred to Judge Elizabeth W.
Magner.  The case was first given to Judge Jerry A. Brown.


WASHINGTON MUTUAL: Mediation Expanded to Included DIMEQ Securities
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge assigned to Washington Mutual
Inc.'s Chapter 11 case on Dec. 15 issued an order that includes
representatives of the so-called litigation warrants into the
mediation.

The report relates that WaMu's revised plan sets aside $337
million to cover the securities, known as DIMEQs in view of the
ticker symbol.  A trial has been held in the bankruptcy court
where the judge could rule any day on how the DIMEQs should be
treated under the plan.  Should the security holders win, the
result would be "a very bad outcome for the lower tiers of debt
claims in the WaMu structure," Kevin Starke from CRT Capital Group
LLC said in a report.  Mr. Stark said a victory by the security
holders "has the potential to shave some recovery on post-petition
interest even off the senior notes."

According to the report, although a settlement with the DIMEQs
isn't necessary for plan confirmation, resolution of the dispute
would resolve a major open item affecting distributions to other
creditor classes.

The bankruptcy judge directed the parties to submit position
papers to the mediator Dec. 19.

WaMu filed a seventh's amended plan last week incorporating a
global settlement designed so the bankruptcy judge won't be forced
to preside over another contested confirmation hearing.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WILLIAM LYON HOMES: Files Prepack for Feb. 13 Confirmation
----------------------------------------------------------
William Lyon Homes Inc. commenced a prepackaged Chapter 11
reorganization (Bankr. D. Del. Case No. 11-14019) on Dec. 19,
intending for approval of the bankruptcy plan on Feb. 13.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization, announced in November, will
reduce debt on borrowed money from $510 million to $328 million.

The petition says assets are $593.5 million with debt totaling
$606.6 million.  The Company's balance sheet at June 30, 2011,
showed $611.15 million in total assets, $610.25 million in total
liabilities and $896,000 in equity.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes, the company said in a
court filing.

The Plan exchanges the notes for equity and generates $85 million
in new cash.  Holders owed $300 million on senior unsecured notes
are to exchange the debt for $75 million in new secured notes plus
28.5% of the common equity. The Lyon family will invest $25
million in return for 20% of the common stock and warrants for
another 9.1%.  Senior secured lenders are to receive a 10.25%
three-year note for $235 million.  There will be a rights offering
to buy $10 million in common stock and $50 million in convertible
preferred stock, representing 51.5% of the new equity. A
noteholder has agreed to buy any of the offering that isn't
purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1 on $138.8 million in 10.75% senior notes due 2013.  The
notes last traded on Dec. 16 at 27 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The $77.8 million in 7.5% senior
notes due 2014 last traded on Dec. 16 at the same price.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that a lending group led by ColFin WLH Funding LLC, an
affiliate of real-estate finance and investment company Colony
Financial Inc., would receive a new $235 million secured note for
its existing secured claim of at least $206 million in principal.

DBR relates William Lyon Homes said it expects to pay its
remaining creditors in full, including vendors and other general
unsecured creditors.

William Lyon Homes would seek court approval of $30 million in
bankruptcy financing from the Colony affiliate to ensure its
continued operations while it restructures.

William Lyon Homes had been pursuing an out-of-court restructuring
since January.  It hired Alvarez & Marsal as its financial adviser
and embarked on a cost-cutting spree and search for new financing.

The bankruptcy case has been assigned to Judge Christopher S.
Sontchi.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.


VITRO SAB: Mexican Reorganization Faulted by State Judge
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a state court judge in New York effectively called
for glassmaker Vitro SAB to halt at least temporarily its
reorganization in a court in Mexico.

The report relates that earlier this month, New York State Supreme
Court Justice Bernard J. Fried ruled in favor of Vitro bondholders
by saying that Vitro's non-bankrupt subsidiaries can't modify
their obligations to guarantee $1.2 billion in defaulted bonds.
Judge Fried followed up by handing down an order on Dec. 16
commanding Vitro's non-bankrupt subsidiaries to withdraw their
approval of the parent's Mexican reorganization.

The Vitro parent has a bankruptcy reorganization pending in Mexico
where shareholders would retain ownership even though bondholders
aren't paid in full.  Bondholders have been fighting the
reorganization in courts in both Mexico and the U.S.

Mr. Rochelle recounts that in U.S. Bankruptcy Court in Dallas, the
bondholders prevailed when the Vitro parent attempted
unsuccessfully to stop the bondholders from having the New York
state judge rule that the subsidiaries, not in bankruptcy
anywhere, can't escape their liability to pay the bonds which are
governed by New York law.  Judge Fried ruled on Dec. 5 that the
loan documents preclude using Mexican law to modify the Vitro
subsidiaries' guarantees of the bonds.

At the bondholders' request, Judge Fried, the report relates,
followed up with the Dec. 16 temporary restraining order that
tells the Vitro subsidiaries they can't consent to the parent's
Mexican reorganization plan.  Judge Fried will hold another
hearing to continue and possibly enlarge the prohibition by
telling the subsidiaries they must veto the Mexican restructuring.

According to the report, whether Judge Fried's injunction will
stop the Mexican court is unclear because the New York court's
order says it doesn't stop any other court from ruling on Vitro's
reorganization.  In return for the injunction, Judge Fried only
required the bondholders to post a $50,000 bond to cover Vitro's
damages if the injunction is later found to have been improper.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court in
Monterrey.  The approval vote was evidently obtained using claims
of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors'
claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P. serves
as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


YOUNG BUCK: Hearing on Chapter 7 Conversion Today
-------------------------------------------------
The Tennessean reports that Nashville, Tenn. hip-hop star Young
Buck aka David Darnell Brown is scheduled to appear in the U.S.
Bankruptcy Court in Nashville at 9 a.m., on Dec. 20, 2011, and is
facing liquidation.

According to the report, Mr. Brown has been unable to get former
mentor 50 Cent and his G-Unit Records to agree to either let Mr.
Brown record or terminate his agreement with the label.  Jeanne
Burton, the trustee overseeing Mr. Brown's estate, has filed a
motion for the case to be converted from a Chapter 11
reorganization to a Chapter 7 liquidation, citing an inability to
confirm Mr. Brown's reorganization plan because 50 Cent, whose
real name is Curtis Jackson, objects to it.


* Barclays, Angelo Gordon Battle Over $600MM Default
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Barclays PLC and
big-name hedge fund Angelo Gordon & Co. are battling over whether
some $600 million in outstanding commercial-mortgage backed
securities have defaulted.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                          Total
                                         Share-      Total
                               Total  Holders'     Working
                              Assets     Equity    Capital
  Company         Ticker       ($MM)      ($MM)      ($MM)
  -------         ------      ------  ---------   --------
ABSOLUTE SOFTWRE  ABT CN       120.2       (9.2)       2.7
ACCO BRANDS CORP  ABD US     1,050.3      (32.6)     298.7
ALASKA COMM SYS   ALSK US      608.6      (51.3)      15.0
AMC NETWORKS-A    AMCX US    2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US     2,232.8     (373.3)     125.6
AMERISTAR CASINO  ASCA US    2,039.6     (105.7)     (50.8)
ANGIE'S LIST INC  ANGI US       32.6      (38.9)     (25.9)
ANOORAQ RESOURCE  ARQ SJ       927.7     (148.7)      29.2
AUTOZONE INC      AZO US     5,932.6   (1,347.1)    (736.3)
BLUEKNIGHT ENERG  BKEP US      320.8      (12.5)     (69.9)
BLUESKY SYSTEMS   BSKS US        0.1       (0.2)       -
BOSTON PIZZA R-U  BPF-U CN     146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US     6,740.1   (5,525.9)    (886.1)
CANADIAN SATEL-A  XSR CN       174.4      (29.8)     (55.9)
CAPMARK FINANCIA  CPMK US   20,085.1     (933.1)       -
CC MEDIA-A        CCMO US   16,508.9   (7,456.0)   1,531.3
CENTENNIAL COMM   CYCL US    1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US     1,407.1     (331.1)     222.9
CHENIERE ENERGY   CQP US     1,803.0     (524.1)      67.7
CHENIERE ENERGY   LNG US     2,651.4     (446.9)    (282.7)
CHOICE HOTELS     CHH US       467.9      (14.4)      28.0
CLOROX CO         CLX US     4,077.0      (76.0)     (30.0)
CLOVIS ONCOLOGY   CLVS US       26.4      (18.1)     (19.2)
DEAN FOODS CO     DF US      5,911.2      (58.1)     327.7
DENNY'S CORP      DENN US      280.6      (95.5)     (40.1)
DIGITAL DOMAIN M  DDMG US      165.8      (81.6)     (28.0)
DIRECTV-A         DTV US    18,232.0   (2,471.0)     103.0
DOMINO'S PIZZA    DPZ US       438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US     1,775.6     (558.0)    (478.3)
FNB UNITED CORP   FNBN US    1,643.9     (129.9)       -
FREESCALE SEMICO  FSL US     3,596.0   (4,488.0)   1,386.0
GENCORP INC       GY US        994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US     400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN        85.2      (19.9)      60.2
GOLDEN QUEEN MNG  GQM CN         4.9       (2.8)       3.9
GRAHAM PACKAGING  GRM US     2,947.5     (520.8)     298.5
GROUPON INC       GRPN US      795.6      (15.6)    (301.0)
HCA HOLDINGS INC  HCA US    23,756.0   (9,062.0)   2,422.0
HUGHES TELEMATIC  HUTC US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US      94.0     (111.8)     (39.0)
IDENIX PHARM      IDIX US       88.8       (2.3)      54.6
IMPERVA INC       IMPV US       42.5       (6.6)      (5.8)
INCYTE CORP       INCY US      371.2     (181.0)     225.5
IPCS INC          IPCS US      559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US      137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE CN      1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US   1,584.2     (242.2)    (215.6)
LEVEL 3 COMM INC  LVLT US    9,254.0     (523.0)   1,058.0
LIN TV CORP-CL A  TVL US       815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US     1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US      3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN       475.2      (10.5)       -
MANNING & NAPIER  MN US         66.1     (184.6)       -
MEAD JOHNSON      MJN US     2,580.0     (144.8)     678.3
MEDIVATION INC    MDVN US      188.3       (3.9)      89.4
MERITOR INC       MTOR US    2,663.0     (961.0)     206.0
MONEYGRAM INTERN  MGI US     5,000.3     (108.2)      33.9
MOODY'S CORP      MCO US     2,521.3     (174.2)     525.1
MORGANS HOTEL GR  MHGC US      480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US      807.9     (346.2)      56.6
NEXSTAR BROADC-A  NXST US      582.7     (187.0)      26.2
NPS PHARM INC     NPSP US      237.4      (38.6)     183.5
NYMOX PHARMACEUT  NYMX US        6.5       (5.5)       3.3
OTELCO INC-IDS    OTT-U CN     316.1      (10.1)      22.9
OTELCO INC-IDS    OTT US       316.1      (10.1)      22.9
PALM INC          PALM US    1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US      270.5     (243.2)      44.6
PETROALGAE INC    PALG US        8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US     165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US       165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US       208.0      (91.7)       3.6
PROTECTION ONE    PONE US      562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US      304.3     (105.9)      44.1
QWEST COMMUNICAT  Q US      16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US       22.6       (4.1)     (11.0)
REGAL ENTERTAI-A  RGC US     2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US       57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US       111.3      (79.5)     (16.0)
REVLON INC-A      REV US     1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US     3,075.9      (50.7)    (199.1)
RURAL/METRO CORP  RURL US      303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US     1,728.6     (219.0)     419.1
SINCLAIR BROAD-A  SBGI US    1,563.8     (125.4)      45.7
SINCLAIR BROAD-A  SBTA GR    1,563.8     (125.4)      45.7
SMART TECHNOL-A   SMA CN       514.9       (9.4)     171.8
SMART TECHNOL-A   SMT US       514.9       (9.4)     171.8
SUN COMMUNITIES   SUI US     1,328.6      (72.4)       -
SYNERGY PHARMACE  SGYPD US       2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US     2,518.2     (467.9)       -
THERAVANCE        THRX US      283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US      445.1       (3.2)     (30.8)
UNISYS CORP       UIS US     2,566.9     (594.5)     464.7
VECTOR GROUP LTD  VGR US       931.0      (66.7)     252.6
VERISIGN INC      VRSN US    1,657.7     (166.7)     724.5
VERISK ANALYTI-A  VRSK US    1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US        307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US     3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US     1,086.5     (470.5)    (292.3)



                           *********

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/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
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, 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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