TCR_Public/120102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 2, 2012, Vol. 15, No. 1

                            Headlines

15-35 ELK: Case Summary & 13 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Termination of Yu-Gi-Oh! Contract Invalid
AES EASTERN: AES Corp. Units Seek Ch. 11, To Give Up Two Plants
AES EASTERN: Case Summary & 40 Largest Unsecured Creditors
ALLEN CAPITAL: Reorganization Plan Declared Effective Last Month

ARMORED AUTOGROUP: Moody's Alters Outlook on 'B2' CFR to Negative
ATLAS PIPELINE: Moody's Withdraws 'Ba2' Sr. Secured Credit Rating
ATRINSIC INC: Mkono Agrees to Buy Assets for $615,000
BAKERS FOOTWEAR: Steve Madden to Buy Wild Pair Trademark for $4MM
BAY CONDOS: Case Summary & 3 Largest Unsecured Creditors

BILLMYPARENTS INC: Amendment to Articles of Incorporation Okayed
BOCA BRIDGE: Court Confirms Amended Reorganization Plan
BRIGHAM EXPLORATION: Withdraws Registration of All Securities
BRIGHAM EXPLORATION: Suspending Filing of Reports with SEC
CAESARS ENTERTAINMENT: Amends Form S-1 Registration Statement

CAPTAIN LIMOUSINES: Voluntary Chapter 11 Case Summary
CDC PROPERTIES I: Court Confirms Modified Reorganization Plan
CEGL, INC.: Voluntary Chapter 11 Case Summary
CEMTREX INC: Delays Fiscal 2011 Form 10-K
CENTRO PINTORES: Case Summary & 20 Largest Unsecured Creditors

CHINA INTELLIGENT: Chief Financial Officer and Secretary Resigns
DELTRON INC: Delays Form 10-K for Fiscal 2011
DGI SERVICES: Trustee Being Appointed in Involuntary Case
DIABETES AMERICA: Court Confirms Ch. 11 Plan; Price Cut to $3.57MM
DUNE ENERGY: Moody's Revises Default Rating Probability to 'Caa3'

FIRST DATA: Fitch Affirms Junk Ratings on Six Note Classes
FIRST MARINER: Chairman and CEO Edwin Hale Retires
FRIENDLY ICE CREAM: Sun Capital Reacquiring Restaurant Chain
GB HERNDON: Court Reject's Adams Bank's Sanctions Bid
GOLDEN INDUSTRIAL: Case Summary & 12 Largest Unsecured Creditors

GRAMERCY INSURANCE: A.M. Best Downgrades FSR to 'B'
GSC GROUP: Chapter 11 Trustee Files New Plan Documents
GSC GROUP: Black Diamond Amends Proposed Plan for Debtor
HAWKINS TREE: Case Summary & 13 Largest Unsecured Creditors
HCA HOLDINGS: Appoints Dr. Wayne Riley to Board of Directors

HILLSIDE DAIRY: Case Summary & 20 Largest Unsecured Creditors
IRVINE SENSORS: Incurs $15.7 Million Net Loss in Fiscal 2011
IRVINE SENSORS: Files Form S-8, Registers 1.2-Mil. Common Shares
LITHIUM TECHNOLOGY: Incurs $947,000 Net Loss in Third Quarter
MARKETING WORLDWIDE: Delays Form 10-K for 2011

MCCLATCHY CO: BNP Paribas Discloses 4.7% Equity Stake
MT. VERNON: Can Use First Mariner Bank Cash Through Feb. 29
NEXT GENERATION: Cancels Agreements with Pegasus Energy
NORTEL NETWORKS: 3rd Cir. Rules on Police Power Exception Issue
NORTHAMPTON GENERATING: Will Have No Creditors' Panel

PROPER POWER: Andrew Kacic Resigns as President
PROTEONOMIX INC: Completes Payment for Clinical Trial of UMK-121
R. KUNTZMAN: Voluntary Chapter 11 Case Summary
RITE AID: Files Form 10-Q, Incurs $51.9MM Net Loss in Q3 2012
SEARS HOLDINGS: Fitch Cuts LT Issuer Default Ratings to 'CCC'

SECUREALERT INC: Incurs $9.8 Million Net Loss in Fiscal 2011
STELLAR GT: Receiver to Continue Managing Project Thru March 31
SUN CONSTRUCTION: Case Summary & 18 Largest Unsecured Creditors
TELVUE CORP: Enters Into $5MM Line of Credit with H.F. Lenfest
THIRD STREET: Involuntary Chapter 11 Case Summary

TOWNSHIP OF WEEHAWKEN: Moody's Raises $5MM Bond Rating from 'Ba1'
TRUMPET PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
VITRO SAB: Appeals Court Temporarily Stops Mexican Plan
WASHINGTON MUTUAL: Given Nod for $50-Mil. Settlement with U.S.
WESTMORELAND COAL: Kemmerer Deal No Impact on Moody's Ratings

* 2011 Registered 23% Fewer Chapter 11 Bankruptcies

* BOND PRICING -- For Week From Dec. 12 - 16, 2011



                            *********

15-35 ELK: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 15-35 Elk L.I.C. Inc.
        11 White Birch Road
        Syosset, NY 11791

Bankruptcy Case No.: 11-15816

Chapter 11 Petition Date: December 20, 2011

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

Judge: Allan L. Gropper

Debtor's Counsel: Edward E. Neiger, Esq.
                  NEIGER LLP
                  151 West 46th Street, 4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918 3427
                  E-mail: eneiger@neigerllp.com

Scheduled Assets: $2,750,000

Scheduled Liabilities: $4,844,129

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15816.pdf

The petition was signed by Angelina Kates, president.


4KIDS ENTERTAINMENT: Termination of Yu-Gi-Oh! Contract Invalid
--------------------------------------------------------------
Bankruptcy Judge Shelley C. Chapman ruled that the licensing deal
that let 4Kids Entertainment, Inc., bring the Yu-Gi-Oh! anime
series to children of all ages in the United States and abroad was
not effectively terminated by the Japanese consortium that
controls the Yu-Gi-Oh! rights, and that the deal remains in full
force and effect.

Judge Chapman said the licensor did not effectively terminate the
parties' 2008 agreement.  The formal requirements of Paragraphs
12(a) and 15(c) of the 2008 Agreement were not satisfied, as 4Kids
never received proper and effective notice that that a cure period
was running and that the Licensor had triggered the 10-day
termination window by sending a notice of breach.  Moreover, even
if notice had been proper and the cure period had begun to run or
had run, it would have been inequitable and improper for the
Licensor to continue negotiating with 4Kids throughout the cure
period and abruptly terminate without providing a final
opportunity to cure.

Judge Chapman also said the termination was rendered ineffective
because the $4.819 million amount asserted by the Licensor was
materially incorrect and inaccurate; therefore, it could not and
did not form a valid basis for termination.

4Kids generated more than $150 million in revenue between 2001 and
2009 from the anime series, which it shared with its licensor
pursuant to the contractual arrangements between them.  Sometime
in 2009, for reasons that remain unclear, the relationship soured.
The Consortium decided to conduct an audit of the royalties paid
by 4Kids to the Consortium.  Both 4Kids and the Consortium were
troubled by the auditor's findings that there was allegedly a $4.8
million royalty underpayment.  Over the course of many months,
there ensued a series of increasingly heated letters, e-mails, and
meetings between the parties and their counsel that failed to
resolve the royalty issues.  Like characters in the Yu-Gi-Oh
series itself, 4Kids and the Consortium were locked in a high
stakes duel over the future of the series in the Western world
and, by extension, the survival of 4Kids as a going concern.

On March 24, 2011, the Consortium attempted to end the duel by
issuing a letter that purports to terminate the Amended and
Restated Yu-Gi-Oh! Agreement dated and effective as of July 1,
2008.  Days later, 4Kids sought chapter 11 protection and asserted
that the termination letter was ineffective.

The case is TV TOKYO CORPORATION and NIHON AD SYSTEMS, INC.,
Plaintiffs, v. 4KIDS ENTERTAINMENT, INC., Defendant and
Counterclaim-Plaintiff, v. ASATSU-DK INC., NIHON AD SYSTEMS, INC.,
TELEVISION TOKYO CHANNEL 12, LTD and TV TOKYO CORPORATION,
Counterclaim-Defendants, Adv. Proc. No. 11-02225 (Bankr.
S.D.N.Y.).  A copy of Judge Chapman's Dec. 29, 2011 Post-Trial
Findings of Fact and Conclusions of Law is available at
http://is.gd/Ffz8JAfrom Leagle.com.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for Chapter 11 to protect its most valuable asset --
its rights under an exclusive license relating to the popular
Yu-Gi-Oh! series of animated television programs -- from efforts
by the licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids, along with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6,
2011.  Kaye Scholer LLP is the Debtors' restructuring counsel.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice
agent.  BDO Capital Advisors, LLC, is the financial advisor and
investment banker.  EisnerAmper LLP fka Eisner LLP serves as
auditor and tax advisor.  4Kids Entertainment disclosed
$78,397,971 in assets and $86,515,395 in liabilities as of the
Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by:

          Kyle C. Bisceglie, Esq.
          Michael S. Fox, Esq.
          Ellen V. Holloman, Esq.
          Mason Barney, Esq.
          OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
          Park Avenue Tower
          65 East 55th Street
          New York, NY 10022
          Tel: 212-451-2207
          Fax: 212-451-2222
          E-mail: kbisceglie@olshanlaw.com
                  mfox@olshanlaw.com
                  eholloman@olshanlaw.com
                  mbarney@olshanlaw.com


AES EASTERN: AES Corp. Units Seek Ch. 11, To Give Up Two Plants
---------------------------------------------------------------
Fourteen units of AES Corp. filed Chapter 11 bankruptcy petitions
on Dec. 30, 2011, citing the depressed economic environment for
the electric power industry.

Lead debtor AES Eastern Energy LP (Bankr. D. Del. Case No.
11-14138) estimated $100 million to $500 million in assets an up
to $1 billion in liabilities.

The Debtors either own or lease six coal-fired power plants in New
York state.  Parent AES Corp.'s unit AES NY acquired those coal-
fired electricity generating power plants, which are located in
the western and west-central part of New York State, for $950
million in 1998.

Peter Norgeot, president of AES NY, LLC, explains in a court
filing, "The Debtors are out of options.  And out of time.  After
vigorously marketing their assets for almost a year and soliciting
58 potential buyers/investors with limited success, it is
abundantly clear that -- in the current economic environment and
with the Debtors' complicated leveraged lease structure -- an out-
of-court restructuring or sale is not possible."

                 Noteholders Get 2 Power Plants

The Debtors have reached a comprehensive settlement agreement,
pursuant to which two of their power plants will be transferred to
an entity designated by holders of pass-through certificates
issued by the owner-lessors of the two plants.

The deal covers facilities that are currently under a sale
leaseback transaction -- the Somerset facility located in Barker
New York, and the Cayuga facility in Lansing, New York.  The two
facilities are the only plants currently in active operation.

The Debtors will seek bankruptcy court approval of the settlement
pursuant to F.R.B.P. Rule 9019.

Mr. Norgeot says the settlement will preserve the going concern
value of two of the power plants, reduce outstanding claims
against the Debtors, and conserve the remaining assets of the
Debtors' estates.

The Debtors say that shuttering the Somerset and Cayuga facilities
is not an option as the Debtors do not have sufficient liquidity
to satisfy all the regulatory and operating hurdles associated
with a cessation of operations.

Bloomberg News notes that Moody's Investors Service in July
lowered its rating of AES Eastern because competitors with gas-
fired plants were benefiting from low natural gas prices while
AES's operating costs had risen as a consequence of higher coal
prices.  AES Corp. had already written its interest in AES Eastern
down to zero and was looking for a buyer, Moody's said at the
time.


AES EASTERN: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AES Eastern Energy, L.P.
        aka Kintigh, Miliken, Goudey and Greenidge
        130 East Seneca Street
        Suite 505
        Ithaca, NY 14850

Bankruptcy Case No.: 11- 14138

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
        AEE2, L.L.C.                    11-14141
        AES Cayuga, L.L.C.              11-14145
        AES Creative Resources, L.P.    11-14139
        AES Greenidge, L.L.C.           11-14147
        AES Hickling, L.L.C.            11-14142
        AES Jennison, L.L.C.            11-14144
        AES New York Holdings, L.L.C.   11-14143
        AES New York Surety, L.L.C.     11-14140
        AES NY, L.L.C.                  11-14146
        AES NY2, L.L.C.                 11-14148
        AES NY3, L.L.C.                 11-14150
        AES Somerset, L.L.C.            11-14149
        AES Westover, L.L.C.            11-14151

Type of Business: AES Eastern Energy, L.P. operates four coal-
                  fired electricity generating facilities with
                  a gross capacity of 1,169 MW, and of those
                  four plants AEE leases two.  AEE sells
                  electricity into the spot market at prevailing
                  New York Independent System Operator wholesale
                  market prices.  AEE is a special purpose entity
                  that is indirectly wholly owned by AES Corp.

Chapter 11 Petition Date: Dec. 30, 2011

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

Debtors'
Counsel   : Drew G. Sloan, Esq.
            Mark D. Collins, Esq.
            Michael Joseph Merchant, Esq.
            RICHARDS LAYTON & FINGER, P.A.
            920 North King Street
            Wilmington, DE 19801
            Tel: (302) 651-7612
            Fax: (302) 651-7701
            E-mail: dsloan@rlf.com
                    collins@RLF.com
                    merchant@rlf.com

                  - and -

            Marcia L. Goldstein, Esq.
            Joseph H. Smolinsky, Esq.
            WEIL, GOTSHAL & MANGES LLP
            767 Fifth Avenue
            New York, NY 10153
            Tel: (212) 310-8000
            Fax: (212) 310-8007
            E-mail: marcia.goldstein@weil.com
                    joseph.smolinsky@weil.com

            Adam P. Strochak, Esq.
            WEIL, GOTSHAL & MANGES LLP
            1300 Eye Street, NW, Suite 900
            Washington, DC 20005
            Tel: (202) 682-7000
            Fax: (202) 857-0940
            E-mail: adam.strochak@weil.com

Debtors'
Investment
Banker    : BARCLAYS CAPITAL

Debtors'
Claims
And
Noticing
Agent     : KURTZMAN CARSON CONSULTANTS

Lead Debtor's
Estimated Assets: $100 million to $500 million

Lead Debtor's
Estimated Debts:  $500 million to $1 billion

The petition was signed by Peter Norgeot, general manager of AES
Eastern Energy L.P.

AES Eastern Energy, L.P.'s List of Its 40 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Deutsche Bank Trust Company        Lease Payment      $450,000,000
60 Wall Street, 27th Floor
New York, NR 10005

The Bank of Nova Scotia            Bank Loan           $30,000,000
Scotia Plaza
44 King Street West
Toronto, ON, CA

CSX                                Trade Payable        $4,579,233
P.O. Box 640839
Pittsburgh, PA 15264-0839

JP Morgan                          Tax Indemnity      Undetermined
270 Park Ave
New York, NY 10017

Union Bank of California           Tax Indemnity      Undetermined
400 California Street
San Francisco, CA 94104

Pension Benefits Guaranty          Pension            Undetermined
Corporation                        Liability
1200 K St NW Ste 340
Washington, DC 20005-4026

Peabody Coal Company               Trade Payable          $938,227
701 Market Street Suite 831
St. Louis, MO 63101-1826

Patriot Coal                       Trade Payable          $774,866
12312 Olive Boulevard
St. Louis, MO 63141

Norfolk Southern Corporation       Trade Payable          $537,249
125 Spring Street SW
Atlanta, GA 30303

Fisher Mining Co.                  Trade Payable          $421,000
40 Choate Circle
Montoursville, PA 17754

Carmeuse Lime Canada Limited       Trade Payable          $385,420
P.O. T563724, Station A
Toronto, ON, CA

LaFayette Energy Co.               Trade Payable           $84,776

Chartis Insurance                  Trade Payable           $80,134

GATX Rail                          Trade Payable           $78,008

Steag Energy Services LLC          Trade Payable           $77,809

City Hill Construction             Trade Payable           $71,906

Frank Lill & Son                   Trade Payable           $64,209

Tanner Industries Inc.             Trade Payable           $57,726

Zurich North America               Trade Payable           $50,237

TLT-Babcock, Inc.                  Trade Payable           $48,913

Wiltsie Construction Co. Inc.      Trade Payable           $43,800

Weir Slurry Group Inc.             Trade Payable           $41,321

Riccelli Enterprise Inc.           Trade Payable           $41,000

MATCO Electric Corporation         Trade Payable           $40,402

AFP Group Inc.                     Trade Payable           $39,692

Griffith Oil Co. Inc.              Trade Payable           $35,149

Solvay Finance (America) LLC       Trade Payable           $33,860

Legault Metal Inc.                 Trade Payable           $29,082

Belt Maintenance & Supply Inc.     Trade Payable           $24,453

Morris Protective Service, Inc.    Trade Payable           $23,658

Linita Design & Manufacturing      Trade Payable           $21,119

Schutte Pulverizer Co. Inc.        Trade Payable           $20,384

HMT Inc.                           Trade Payable           $17,964

CIR Electrical Constr. Corp.       Trade Payable           $17,500

Lacey Heavy Equipment              Trade Payable           $17,124

Composite Coatings, LLC            Trade Payable           $16,033

Manpower Inc.                      Trade Payable           $14,415

Hohl Industrial Services, Inc.     Trade Payable           $13,622

Eastern Tank Services Division     Trade Payable           $11,895

Drum Oil & Propane                 Trade Payable           $10,948


ALLEN CAPITAL: Reorganization Plan Declared Effective Last Month
----------------------------------------------------------------
Allen Capital Partners, LLC, in consultation with the Official
Committee of Unsecured Creditors has designated Dec. 1, 2011, as
the effective date of the Amended Fifth Plan of Reorganization for
Allen Capital Partners, LLC.

As reported in the Troubled Company Reporter on Oct. 17, 2011, the
Court confirmed the ACP Plan after the lone objection from BBVA
Compass Bank was withdrawn.

Compass filed two proofs of claims against ACP.  One claim relates
to a loan to DLH to construct two warehouses which was secured by
two warehouse properties owned by DLH and guaranteed by ACP.  The
two warehouses were sold by DLH during the bankruptcy case, with
the consent of Compass, resulting in an allowed deficiency claim
of $2,992,325.  This claim is an allowed unsecured claim in the
ACP case.

The second claim filed by Compass relates to a loan to DLH secured
by undeveloped real estate, which continues to be secured by real
estate owned by DLH and is guaranteed by ACP.  Compass asserts
that the Compass claim against ACP arising from ACP's guarantee of
Compass Land Loan is further secured by a pledge of interests by
ACP and certain related entities in various entities owned by
them, some of which own interests in DLH.

ACP has filed an objection to the Compass claim against ACP,
related to the Compass Land Loan, including objections to both
whether it should be determined contingent until DLH fails to
perform on the loan and whether the pledge of interests by ACP and
certain related entities is valid and enforceable and the value of
such interests.

Compass withdrew its objection at the confirmation hearing with
the understanding that the determination of the secured claim of
Compass asserted against ACP under the Compass Land Loan and the
determination of any objection against Compass as requested in the
ACP Plan will be determined in a subsequent hearing and Compass'
objection to the ACP Plan will be resolved as part of the
resolution of ACP's objection to Compass's claim against ACP.

The ACP Plan has the support of the Unsecured Creditors group.
The ACP Plan will establish a Creditors Trust and the initial
Trustee will be SLTN TRUST LLC d/b/a Solution Trust.

The ACP Plan does not include related debtors Richard S. Allen
Inc. or Richard S. Allen.

At the pendency of its bankruptcy case, ACP eliminated $50 million
of its debt.

A copy of Judge Hale's FINDINGS OF FACT, CONCLUSIONS OF LAW AND
ORDER CONFIRMING THE AMENDED FIFTH JOINT PLAN OF REORGANIZATION
FOR ALLEN CAPITAL PARTNERS, LLC, is available at
http://is.gd/MpuYzFfrom Leagle.com.

                       About Allen Capital

Allen Capital Partners, LLC, and subsidiary DLH Master Land
Holding, LLC, are the developers of Dallas Logistics Hub, a 6,000-
acre multimodal logistics park 12 miles (19 kilometers) from
downtown Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., and Daniel J.
Artz, Esq., at MacDonald + MacDonald, P.C., in Dallas, Tex.
represent the Debtor.  Lain, Faulkner & Co. is the Debtor's
financial advisor.  The Company disclosed $220,325,201 in assets
and $160,622,236 in liabilities as of the Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.

An Official Committee of Unsecured Creditors has been appointed.

Secured creditor BBVA Compass is represented by Kenneth Stohner,
Jr., Esq. -- kstohner@jw.com -- at Jackson Walker L.L.P.
So-called Pool 2 and Pool 4 secured creditors are represented by
Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, L.L.P.


ARMORED AUTOGROUP: Moody's Alters Outlook on 'B2' CFR to Negative
-----------------------------------------------------------------
Moody's Revises Armored AutoGroup's Outlook to Negative
Approximately $625 million in rated debt affected
New York, December 29, 2011

Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings for Armored AutoGroup Inc. at B2,
and changed the rating outlook to negative from stable. The
company's Speculative Grade Liquidity Rating of SGL-3 was also
affirmed.

The ratings of Armored affirmed include the following (with LGD
point estimates revised):

- Corporate Family Rating at B2

- Probability of Default Rating at B2

- $50 million senior secured revolving credit facility due 2015
   at Ba3 (LGD 2, 26%)

- $300 million senior secured term loan B due 2016 at Ba3 (LGD
   2, 26%)

- $275 million senior unsecured notes due 2018 at Caa1 (LGD 5,
   81%)

- Speculative Grade Liquidity Rating at SGL-3

Ratings Rationale

"Our negative outlook for Armored is reflective of the company's
weak operating performance since its LBO in November 2010," said
Moody's Senior Vice President Janice Hofferber. "Top-line growth,
profitability, and cash flows are tracking well below our
expectations due to adverse weather and economic conditions
combined with disappointing launch of certain new products at a
time when the company is incurring substantial transitional
costs," adds Ms. Hofferber.

Armored's B2 Corporate Family Rating reflects its high leverage
(approaching 7.0 times) and relatively small scale and limited
product diversification in the highly fragmented and competitive
auto-care products business. The company's historically positive
cash flow from operations will remain muted over the next 12
months despite recent improvements in working capital. Moody's
expects the company's liquidity profile to remain adequate
however, with no near-term maturities and modest peak usage under
its revolving credit facility. The ratings are constrained by
Moody's expectation that the company's financial policies will be
dictated by Avista's return goals going forward.

The negative outlook reflects the company's poor organic growth
and free cash flow generation as its strategies to expand through
new product development and heightened marketing have been largely
unsuccessful to date while weak macroeconomic conditions, intense
competition and adverse weather conditions have also impaired
operating results. Despite Moody's expectation that leverage will
remain high and sales growth will remain challenging in the near-
term, the company's strong brand recognition, good profitability,
low capital requirements and global distribution capabilities will
remain credit positives.

Armored's ratings could be downgraded if operating results fail to
improve such that the company's debt-to-EBITDA and EBITA-to-
interest expense ratios do not trend towards 6.0 times and 1.75
times, respectively, by fiscal year-end 2012.

Conversely, Armored's ratings could be upgraded if the company is
able to maintain a debt-to-EBITDA ratio below 4.5 times and an
EBITA-to-interest expense ratio above 2.5 times. The degree of any
ratings improvement, however, is constrained by the company's
relatively small scale, limited product diversification and
potential for aggressive financial policies.

The principal methodology used in rating Armored AutoGroup was the
Global Packaged Goods Industry Methodology published in July 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.

Armored AutoGroup, Inc. based in Danbury, Connecticut, is a global
producer of auto-care products under a variety of brands including
Armor-All appearance products and STP performance additives.
Armored was acquired by Avista Capital Partners and management in
an all-cash transaction valued at $765 million from the Clorox
Company in November 2010.

Armored's sales for the twelve months period ending September 30,
2011 were approximately $300 million.


ATLAS PIPELINE: Moody's Withdraws 'Ba2' Sr. Secured Credit Rating
-----------------------------------------------------------------
Moody's withdraws Atlas Pipeline's secured credit facility rating
New York, December 28, 2011

Moody's Investors Service has withdrawn Atlas Pipeline Partners,
L.P.'s Ba2 senior secured bank credit facility rating for business
reasons. All other ratings for Atlas remain in effect and were
unchanged, including the Corporate Family Rating (B1), the
Probability of Default Rating (B1), the senior unsecured rating
(B3), and the Speculative Grade Liquidity Rating (SGL-3). The
outlook is stable.

The principal methodologies used in this rating Atlas were Global
Midstream Energy published in December 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Atlas Pipeline Partners, L.P. is a publicly traded master limited
partnership (MLP) engaged primarily in the gathering, processing,
and transportation segments of the midstream natural gas industry.
The partnership is headquartered in Philadelphia, PA.


ATRINSIC INC: Mkono Agrees to Buy Assets for $615,000
-----------------------------------------------------
Atrinsic, Inc., on Dec. 28, 2011, entered into an asset purchase
agreement with Mkono Media Corp., a British Columbia corporation.
Pursuant to the Agreement, Mkono agrees to purchase from the
Company certain short codes, domain names, trademarks and
databases used in the Company's subscription businesses.  The
purchase price for the assets is $615,000 and is payable to the
Company in cash at the closing.  The transaction is scheduled to
close on Jan. 6, 2011, or such other date as the parties mutually
agree, subject to the satisfaction of various customary closing
conditions, including obtaining the requisite consent of the
holders of its Secured Convertible Promissory Notes issued on
May 31, 2011.

The following agreements with Brilliant Digital Entertainment,
Inc., were terminated pursuant to notices received from Brilliant
Digital which allege various events of default under the
agreements by the Company:

   * Master Services Agreement by and between the Company and
     Brilliant Digital, dated March 26, 2010, as amended.
    (terminated effective as of Dec. 28, 2011)

   * Marketing Services Agreement by and between the Company and
     Brilliant Digital, dated March 26, 2010, as amended.
    (terminated effective as of Dec. 28, 2011)

   * Asset Purchase Agreement by and among the Company, Brilliant
     Digital and Altnet, Inc., dated Oct. 13, 2010, as amended.
    (terminated effective as of Dec. 13, 2011)

The Marketing Services Agreement and the Master Services Agreement
relate to the operation and marketing of the Kazaa digital music
service, which was jointly operated by the Company and Brilliant
Digital.  The Asset Purchase Agreement provided the terms for the
purchase from Brilliant Digital of its assets that related to the
Kazaa business.

In addition to being party to the above agreements with Brilliant
Digital, Brilliant Digital is a significant owner of the Company's
common stock and also purchased Notes in the original aggregate
principal amount of $2,200,000 in the Company's May 2011
financing.

On May 31, 2011, the Company sold to investors Notes in the
original aggregate principal amount of $5,813,500, which Notes are
convertible into shares of the Company's common stock.  The Notes
are convertible at the lower of the conversion price then in
effect (which is initially $2.90) or 85% of the arithmetic average
of the three lowest closing bid prices of the Company's common
stock during the 20 trading day period prior to the applicable
conversion date, which was $0.01303 as of Dec. 27, 2011.

As of the close of business on Dec. 27, 2011, the Buyers have been
issued an aggregate of 10,918,477 shares of the Company's common
stock in connection with the conversion of their Notes and the
Company at such time had 17,442,687 shares issued and outstanding,
which excludes 681,509 shares held in treasury.  The Company is
authorized to issue up to an aggregate of 100,000,000 shares of
common stock, and anticipates that substantially all authorized
but unissued shares will be issued to the Buyers to partially pay
down their Notes in accordance with their terms.

                        About Atrinsic Inc.

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


BAKERS FOOTWEAR: Steve Madden to Buy Wild Pair Trademark for $4MM
-----------------------------------------------------------------
Bakers Footwear Group, Inc., entered into a Trademark Sale and
License Agreement for its Wild Pair trademark, and related
trademarks, with Steven Madden, Ltd.  The arrangement calls for
Steve Madden to purchase the Wild Pair trademark for up to
$4 million and enter into a non-exclusive, non-transferable,
royalty free perpetual license for the marks with Bakers Footwear
Group to allow Bakers to continue to offer Wild Pair footwear in
its stores, e-commerce and Wild Pair retail stores. Net proceeds
to Bakers are estimated to be between $3.3 million and $3.9
million.

"We are pleased to continue the growth of the Wild Pair brand with
this transaction," stated Peter Edison, Chairman and chief
executive officer of Bakers Footwear Group.  "Wild Pair, an iconic
label known for its sexy, fashion footwear with a 39-year heritage
and a highly loyal following has tremendous potential and we
believe Steve Madden is the best possible company to take
advantage of the significant opportunity that exists to broaden
the appeal and reach of the Wild Pair label.  The structure of
this transaction allows for Bakers to benefit from the future
expansion of Wild Pair.  We can continue with our current Wild
Pair growth in our own stores and website and benefit, indirectly,
from the added market share for the brand with a great wholesaling
partner such as Steve Madden."

Edward Rosenfeld, Chairman and chief executive officer of Steve
Madden, commented, "We are pleased to once again expand our
diversified portfolio of brands with the addition of Wild Pair.
We look forward to broadening the distribution and reach of the
brand while maintaining the brand DNA that has made Wild Pair
successful for almost 40 years."

                      About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $9.29 million on
$185.62 million of net sales for the fiscal year ended Jan. 29,
2011, compared with a net loss of $9.08 million on $185.36 million
of net sales for the year ended Jan. 30, 2010.

The Company reported a net loss of $14.33 million on
$131.51 million of net sales for the 39 weeks ended Oct. 29, 2011,
compared with a net loss of $14.46 million on $127.39 million of
net sales for the 13 weeks ended Oct. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed
$47.12 million in total assets, $67.16 million in total
liabilities and a $20.04 million total shareholders' deficit.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                         Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BAY CONDOS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bay Condos, LLC
        11 EAST 36th Street, Suite 1101
        New York, NY 10016

Bankruptcy Case No.: 11-15844

Chapter 11 Petition Date: December 22, 2011

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

Debtor's Counsel: Anthony J. Gallo, Esq.
                  GALLO & ASSOCIATES, PLLC
                  255 Executive Drive, Suite 411
                  Plainview, NY 11803
                  Tel: (516) 342-5880
                  Fax: (516)342-5729
                  E-mail: gallobk@ajgalloassociates.com

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

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

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15844.pdf

The petition was signed by Joe Bobker, member of Hancock Park,
LLC.


BILLMYPARENTS INC: Amendment to Articles of Incorporation Okayed
----------------------------------------------------------------
The shareholders of BillMyParents, Inc., approved a change to the
Company's Articles of Incorporation and Bylaws to provide that the
number of directors of the Company will be no less than one and no
greater than 11.  The amendment was approved by the Company's
Board of Directors on Nov. 11, 2011, subject to shareholder
approval.

Prior to the amendments, the Company's Articles and Bylaws
provided that the number of directors of the Company will be no
less than one and no greater than five.  The amendment to the
Articles became effective upon the filing of the amendment with
the Secretary of State of the State of Colorado on Dec. 27, 2011.
The amendment to the Bylaws became effective as of Dec. 23, 2011.

On Dec. 5, 2011, the Company filed with the Securities and
Exchange Commission a Definitive Schedule 14A Consent Solicitation
Statement and thereafter mailed the statement to its shareholders
of record as of Dec. 2, 2011, soliciting their consent to the
amendment to the Articles and Bylaws.  As of Dec. 23, 2011, the
Company had received the written consent of 57.6% of its
shareholders of record, which represented more than the 51% of the
voting power of its outstanding common stock as was required to
approve the amendment to the Articles and Bylaws.

                        About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

The Company reported a net loss of $14.2 million on $104,030 of
revenues for the fiscal year ended Sept. 30, 2011, compared with a
net loss of $6.9 million on $6,675 of revenues for the fiscal year
ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.6 million
in total assets, $2.8 million in total current liabilities, and a
shareholders' deficit of $1.2 million.

BDO USA, LLP, in La Jolla, California, expressed substantial doubt
about BillMyParents's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses since inception and has an accumulated deficit and
stockholders' deficiency at Sept. 30, 2011.


BOCA BRIDGE: Court Confirms Amended Reorganization Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed on Dec. 24, 2011, Boca Bridge, LLC's amended
reorganization plan dated Nov. 11, 2011.

The Plan treats Classes 1, 2, 6, 7, 8, and 9 as Impaired.  Class 1
voted in favor of the Plan and therefore has accepted the Plan.
Class 2 did not submit a vote.  Class 6 voted in favor of the Plan
and therefore has accepted the Plan.  Classes 7, 8, and 9 consist
of insider claims, and have not objected to the Plan and have
consented to the Plan, including by reason of that certain
Restructuring Agreement by and between Boca Bridge, LLC and JMP
Boca Bridge Lender, LLC.

A copy of the confirmation order is available for free at:

          http://bankrupt.com/misc/bocabridge.doc443.pdf

The Bankruptcy Court conditionally approved the disclosure
statement explaining the Amended Reorganization Plan on Nov. 17,
2011.

As reported previously in the TCR, the funds to be used to make
cash payments under the Plan will be derived from proceeds from
the Closing Loan and the operation of the Debtor's business in the
ordinary course prior to and after the Effective Date.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/BOCABRIDGE_ds.pdf

                      About Boca Bridge LLC

In August 2010, 10 creditors owed $69,400 filed an involuntary
Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel.  In
November 2010, the bankruptcy judge entered ruling placing the
Boca Bridge into Chapter 11.  The Debtor disclosed $10,286,336 in
assets and $11,850,060 in liabilities as of the Chapter 11 filing.
Bernice C. Lee, Esq., and Bradley Shraiberg, Esq., at Shraiberg,
Ferrara & Landau, P.A., in Boca Raton, Florida, serve as counsel
to the Debtor.


BRIGHAM EXPLORATION: Withdraws Registration of All Securities
-------------------------------------------------------------
Brigham Exploration Company filed with the U.S. Securities and
Exchange Commission Post-Effective Amendment No.1 to Form
S-3 registration statements relating to the offering of an
indeterminate number or amount of debt securities, common stock,
par value $0.01 per share, preferred stock,  par value $0.01 per
share, depository shares, warrants, guarantees of debt securities,
rights and units.

The Company also filed a Post-Effective Amendment No.1 to Form S-8
registration statements relating to the Company's offering of:

   -- 300,000 shares of common stock, par value $0.01 per share
      pursuant to the terms of the Brigham Inc. 401(k) Plan;

   -- 4,327,245 shares of common stock, par value $0.01 per share
      pursuant to the terms of the 1997 Incentive Plan of Brigham
      Exploration Company;

   -- 1,588,169 shares of common stock, par value $0.01 per share
      pursuant to the terms of the 1997 Incentive Plan of Brigham
      Exploration Company;

   -- 429,800 shares of common stock, par value $0.01 per share
      pursuant to the terms of the Brigham Exploration Company
      1997 Director Stock Option Plan;

   -- 4,050,589 shares of common stock, par value $0.01 per share
      pursuant to the terms of the Brigham Exploration Company
      1997 Incentive Plan of Brigham Exploration Company;

   -- 200,000 shares of common stock, par value $0.01 per share
      related to stock options granted conditionally to the non-
      employee directors of the Company; and

   -- 577,200 shares of common stock, par value $0.01 per share
      pursuant to the 1997 Director Stock Option Plan.

On Dec. 8, 2011, pursuant to the Agreement and Plan of Merger,
dated Oct. 17, 2011, by and among the Company, Statoil ASA, and
Fargo Acquisition Inc., Parent and Merger Sub merged Merger Sub
with and into the Company, with the Company continuing as the
surviving corporation and as a wholly-owned subsidiary of Parent.
As a result of the Merger, the Company and the Guarantors have
terminated the offering of their Securities pursuant to this
Registration Statement.

In connection with the Merger and other transactions contemplated
by the Merger Agreement, and in accordance with an undertaking
made by the Company and the Guarantors in the Registration
Statements to remove from registration by means of a post-
effective amendment any Securities which remain unsold at the
termination of the offering, the Company and the Guarantors
remove and withdraw from registration all Securities of the
Company and the Guarantors registered pursuant to the Registration
Statements that remain unsold.

                    About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company's balance sheet at Sept. 30, 2011, showed
$1.74 billion in total assets, $973.68 million in total
liabilities, and $773.03 million in total stockholders' equity.

                          *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


BRIGHAM EXPLORATION: Suspending Filing of Reports with SEC
----------------------------------------------------------
Brigham Exploration Company filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock, par value $0.01 per share.
Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of record of the
common shares.  As of Dec. 29, 2011, there was only one holder of
the common shares of the Company.

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company's balance sheet at Sept. 30, 2011, showed
$1.74 billion in total assets, $973.68 million in total
liabilities, and $773.03 million in total stockholders' equity.

                          *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CAESARS ENTERTAINMENT: Amends Form S-1 Registration Statement
-------------------------------------------------------------
Ceasars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission amendment no. 1 to Form S-1 registration
statement relating to an initial public offering of an
indeterminate number of the Company's common stock.  The proposed
maximum offering price is $50 million.

Prior to this offering, there has been no public market for the
Company's common stock.  The Company intends to apply to list its
common stock on a national securities exchange under the symbol
"CZR."  The listing is subject to approval of the Company's
application.

The Company has granted to the underwriters a 30-day option to
purchase additional shares from the Company at the initial public
offering price less underwriting discounts and commissions.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/yYpqoD

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.

                          *     *      *

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAPTAIN LIMOUSINES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Captain Limousines, Inc.
        700 Freeport Parkway, #180
        Coppell, TX 75019

Bankruptcy Case No.: 11-47018

Chapter 11 Petition Date: December 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: David Max Seeberger, Esq.
                  THE GIBSON LAW GROUP
                  1801 N. Hampton Road, Suite 370
                  DeSoto, TX 75115
                  Tel: (972) 291-9300
                  Fax: (972) 291-0636
                  E-mail: dseeberger@sbcglobal.net

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

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

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

The petition was signed by Asif Ali, president.


CDC PROPERTIES I: Court Confirms Modified Reorganization Plan
-------------------------------------------------------------
On Nov. 22, 2011, the U.S. Bankruptcy Court for the Western
District of Washington entered an order confirming CDC Properties
I, LLC's Plan of Reorganization, as modified.  After the Plan was
filed on June 10, 2011, members of creditor Classes 1-5 proposed
and negotiated with the Debtor certain modifications to the
Original Plan.

A copy of the modified Plan, as accepted by all voting creditors,
is available for free at:

        http://bankrupt.com/misc/cdcpropertiesI.doc119.pdf

The Modified Plan centers on the restructuring of the Debtor's
obligations to its three largest creditors: Midland Loan Services,
Inc., Wells Fargo Bank, N.A., and Equity Funding, LLC, and the
payment in full to the Debtor's unsecured creditors.

The funds necessary to make the payments required by the Plan will
come from Reorganized Debtor's cash on hand on the Effective Date,
the Reserve Accounts, and the rents received after the Effective
Date.  The Reorganized Debtor may sell or refinance the Real
Property at any time if the proceeds of the sale or refinance are
sufficient to pay all Allowed Claims in Classes 1-5 and sums
otherwise required to be paid under the terms of the Plan.

Unsecured creditors in Class 5 will receive semi-annual payments
of $50,000 from the income of the Real Property each January and
July commencing in January 2012 until the Class 5 claims are paid
in full.

Holders of equity interests in Class 6 will retain their
Interests.

                      About CDC Properties I

Tacoma, Washington-based CDC Properties I, LLC, owns 10 commercial
buildings in Washington.  Most of the space in its buildings is
leased to the State of Washington and occupied by various of its
agencies.  CDC Properties filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 11-41010) on Feb. 10, 2011.
Brad A. Goergen, Esq., and Mark D. Northrup, Esq., at Graham &
Dunn PC, in Seattle, Wash., represent the Debtor.  The Debtor
disclosed $47,304,590 in total assets, and $75,714,502 in total
liabilities as of the Chapter 11 filing.


CEGL, INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CEGL, Inc.
        4887 Cottonwood Lane
        Salt Lake City, UT 84117

Bankruptcy Case No.: 11-37812

Chapter 11 Petition Date: December 20, 2011

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Miles E. Lignell, Esq.
                  LIGNELL LAW OFFICE
                  9350 South 150 East, Suite 740
                  Sandy, UT 84070
                  Tel: (801) 261-9346
                  Fax: (801) 263-7861
                  E-mail: miles@lignell.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 does not
contain any entry.

The petition was signed by Chris N. Tzakis, president.


CEMTREX INC: Delays Fiscal 2011 Form 10-K
-----------------------------------------
Cemtrex, Inc., notified the U.S. Securities and Exchange
Commission that it was unable to file its Annual Report on Form
10-K for its year ended Sept. 30, 2011, by the prescribed date of
Dec. 29, 2011, due to a delay with finalizing its results of
operations for that period.  The Company intends to file the
Annual Report by Jan. 13, 2011.

                        About Cemtrex, Inc.

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.

The Company's balance sheet at June 30, 2011, showed $1.78 million
in total assets, $1.88 million in total liabilities, and a
$102,843 total stockholders' deficit.

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial
doubt about Cemtrex's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a negative equity and negative working capital.


CENTRO PINTORES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Centro Pintores Y Contratistas Del Sur Inc
        P.O. Box 547
        Guanica, PR 00653

Bankruptcy Case No.: 11-10899

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  E-mail: modesto@coqui.net

Scheduled Assets: $277,216

Scheduled Liabilities: $1,010,219

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-10899.pdf

The petition was signed by Benjamin Seda, president.


CHINA INTELLIGENT: Chief Financial Officer and Secretary Resigns
----------------------------------------------------------------
China Intelligent Lighting and Electronics, Inc., received a
resignation of Kui (Kevin) Jiang, the Chief Financial Officer and
Corporate Secretary of the Company, effective Dec. 21, 2011.

                 About China Intelligent Lighting

China Intelligent Lighting and Electronics, Inc. is a China-based
company that provides a full range of lighting solutions,
including the design, manufacture, sales and marketing of high-
quality LED and other lighting products for the household,
commercial and outdoor lighting industries in China and
internationally.  The Company currently offers over 1,000 products
that include LEDs, long life fluorescent lights, ceiling lights,
metal halide lights, super electric transformers, grille spot
lights, down lights, and recessed and framed lighting.

The Company's balance sheet at Sept. 30, 2010, showed
$42.20 million in total assets, $7.54 million in total
liabilities, all current, $34.65 million total stockholders'
equity.

As reported by the TCR on April 1, 2011, Faruqi & Faruqi, LLP, a
national law firm concentrating on investors rights, consumer
rights and enforcement of federal antitrust laws, is investigating
potential wrongdoing at China Intelligent Lighting and
Electronics, Inc.  Faruqi & Faruqi seeks to determine whether
China Intelligent Lighting has violated federal securities laws by
issuing false and misleading financial statements to its
shareholders, in particular in connection with its recent public
offering of its common stock.


DELTRON INC: Delays Form 10-K for Fiscal 2011
---------------------------------------------
Deltron, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its Annual Report on
Form 10-K for the fiscal year ended Sept. 30, 2011.  The Company
said the required financial statements for the reporting period
could not be obtained without unreasonable expenses.

                         About Deltron Inc.

Based in Garden Grove, Calif., Deltron, Inc., is a manufacturing
company with two distinct business segments: polyurethane and
rebreather.  The Company's primary business is Elasco, Inc., which
is focused on manufacturing technology for plastic and
polyurethane products.  The Company's secondary business segment
is focused on the development of deep-sea exploration breathing
technology marketed as Blu Vu.

The Company also reported a net loss of $522,377 on $2.51 million
of sales for the nine months ended June 30, 2011, compared with a
net loss of $402,260 on $1.97 million of sales for the same period
during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.99 million
in total assets, $5.21 million in total liabilities, and a
$1.21 million total stockholders' deficit.

As reported in the TCR on Jan. 20, 2011, Cacciamatta Accountancy
Corporation, in Irvine, Calif., expressed substantial doubt about
Deltron, Inc.'s ability to continue as a going concern, following
its audit of the Company's consolidated financial statements for
the transition period from Jan. 1, 2010, to Sept. 30, 2010.  The
independent auditors noted that the Company has incurred recurring
losses from operations and negative cash flows from operating
activities and has a net stockholders' deficit.


DGI SERVICES: Trustee Being Appointed in Involuntary Case
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DGI Services LLC is being taken over by an interim
trustee even before the company is officially in bankruptcy.

The report relates that at a Dec. 28 hearing, the U.S. Bankruptcy
Judge in Camden, New Jersey, called for an interim trustee, saying
it was in the "best interest" of the company and creditors.  The
creditors argued there was a danger the assets will be dissipated.
Kenneth Rosen, Esq., from Lowenstein Sandler PC representing the
creditors, said that "DGI has twice surrendered its assets to its
secured creditor and sought to wipe out unsecured claims."

The report relates that the creditors, in support of their
argument for a trustee, described in court papers how the
company's principal Dean Topolinski or a company he controls
received $4.6 million in consulting fees between April 2010 and
September 2011.

DGI Services LLC, a provider of direct-marketing printing
services, was hit Dec. 21, 2011, with an involuntary Chapter 7
petition (Bankr. D. N.J. Case No. 11-46042) filed by nine
creditors saying they are collectively owed more than $6 million.

In a lawsuit by one of the creditors, a U.S. district judge in New
York enjoined DGI on Dec. 7 from transferring proceeds of asset
sales.  According to a court filing, DGI sold assets two days
earlier and was to be paid between $11.8 million and $14 million.


DIABETES AMERICA: Court Confirms Ch. 11 Plan; Price Cut to $3.57MM
------------------------------------------------------------------
On Dec. 5, 2011, the U.S. Bankruptcy Court for the Southern
District of Texas entered an order confirming Diabetes America,
Inc.'s Second Amended Chapter 11 Plan of Liquidation.

The "Cash Purchase Price" as set forth in the EDG Asset Purchase
Agreement will be reduced from $4,750,000 to $3,575,000, provided,
however, that (i) the Cash Purchase price will be further reduced
on a dollar-for-dollar basis, up to as maximum of $150,000, based
on the Seller's cash on hand at Closing; and (ii) the Buyer's
agreement with respect to the assumption of the Assumed Post
Petition Payables as set forth in Section 2.3(c) of the EDG Asset
Asset Purchase Agreement will remain in full force and effect.

A copy of the Confirmation Order is available for free at:

       http://bankrupt.com/misc/diabetesamerica.doc368.pdf

Under the Plan, the Debtor is selling substantially all of its
operating assets.

As reported in the TCR on Nov. 22, 2011, the Debtor stated that it
has reached an agreement with EDG Partners Fund II, L.P., the
proposed purchaser under the Debtor's Chapter 11 plan, on an
adjusted purchase price, consistent with the terms of the APA.

The Debtor initially accepted an offer from EDG for $4,750,000
cash plus the assumption of up to $925,000 in certain postpetition
accrued liabilities.  The offer is subject to a court-approved
bidding process that will determine the highest and best offer.

Proceeds form the sale will be used to satisfy allowed claims and
interests in accordance with the Bankruptcy Code.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/DIABETESAMERICA_Aug19DS.pdf

                     About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas; and Joshua Walton Wolfshohl, Esq., at
Porter Hedges, L.L.P., in Houston, represent the Debtor as
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DUNE ENERGY: Moody's Revises Default Rating Probability to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service revised Dune Energy, Inc.'s Probability
of Default Rating (PDR) to Caa3/LD from Ca following the closing
of the debt exchange offer of the company's 10.5% secured notes.
Simultaneously, Moody's upgraded the Corporate Family Rating (CFR)
to Caa3 reflecting Dune's less onerous post-exchange capital
structure and affirmed the Ca rating on the secured notes. Dune's
SGL-4 Speculative Grade Liquidity rating remained unchanged. The
revision of the PDR reflects Moody's view that the exchange
transaction constitutes a distressed exchange. Moody's will remove
the LD (limited default) designation in two days, change the PDR
to Caa3, and withdraw all ratings. The rating outlook is negative.

Ratings Rationale

The principal methodology used in rating Dune 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.

Dune Energy, Inc. is an independent exploration and production
company headquartered in Houston, Texas.


FIRST DATA: Fitch Affirms Junk Ratings on Six Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
First Data Corp. (FDC) at 'B' and revised the Rating Outlook to
Negative from Stable.

The Change in Outlook to Negative reflects:

  -- Expectations for economic softness in the U.S. and Europe
     entering 2012 with the potential for significant and
     potentially prolonged downside.  A prolonged economic malaise
     could materially inhibit the company's ability to
     economically refinance its $6.5 billion in senior secured
     term loans which mature in 2014.

  -- The company is susceptible to higher than expected interest
     rates which could materialize from any effort to extend its
     2014 maturity.  These term loans are currently priced at
     LIBOR plus 250 basis points (bps).  Fitch believes a
     refinancing spread of 600 bps combined with higher rates to
     extend the $1.5 billion in unsecured noted due 2015 could
     result in material negative free cash flow based on the
     current weak economic outlook.

As an offset, FDC does have the ability to pay-in-kind (PIK) the
interest on its $1 billion junior secured bonds due 2022 which
could save $85 million in annual cash flow.  However, any PIK
interest on these notes would count against the company's basket
of potential incremental junior secured debt issuance (roughly
$500 million still available) which Fitch believes would be better
used in part to extend the unsecured notes due 2015.

Fitch believes that absent an economic recession in the U.S., FDC
would likely be able to refinance its remaining term loans due
2014 and $1.5 billion in senior unsecured notes due 2015.  This
would effectively create a new four-year window (until 2016) for
the company to grow out of its capital structure.  In late 2010
and early 2011, FDC refinanced and extended by several years $6
billion of its unsecured debt which was due 2015 and $6 billion of
its secured term loans due 2014.  However, FDC's effort to de-
lever over the prior four years (since its leveraged buyout in
late 2007) has been hampered by significant economic headwinds
which have limited free cash flow generation and stymied EBITDA
growth.

Fitch believes that confidence in the company's ability to
refinance its 2014 and 2015 maturities is based on the following:

  -- FDC benefits from the secular growth trend favoring card-
     based payments as consumers increasingly move away from cash.
  -- FDC's international business has significant revenue growth
     potential (in excess of 10% annually) given the secular
     trends and potential market share gains.  EBITDA margins in
     the International segment could also drive higher EBITDA
     growth as FDC benefits from greater operational efficiency
     and economies of scale.  International currently contributes
     roughly 20% of consolidated EBITDA.
  -- Fitch believes that a secured leverage ratio of 5 times (x)
     or less would be sufficient to achieve an extension of the
     secured term loan.  Currently, Fitch estimates FDC's secured
     leverage ratio at approximately 5.6x, which does not include
     earnings from non-consolidated affiliates.

As of Sept. 30, 2011, Fitch estimated that FDC's EBITDA over the
latest 12-month (LTM) period was $2.2 billion ($2.4 billion when
adjusting for non-consolidated affiliate earnings, but which does
not exclude a roughly equivalent amount of minority interest).
Fitch estimated leverage at 10.2x and secured leverage at 5.6x.
Fitch estimated free cash flow for the LTM period at $382 million
but this excludes $289 million paid to Bank of America over the
same period as distributions from its Bank of America Merchant
Services (BAMS) joint venture which are accounted for under cash
flows from financing.

Cash interest expense for 2011 will be $1.43 billion (book
interest expense of $1.8 billion) but rise to approximately $1.75
billion in 2012.  Part of the increase reflects that the company's
$750 million in unsecured PIK notes maturing 2015 will require
cash payments beginning March 2012.  However, nearly $300 million
of the difference in cash interest expense in 2011 versus book
interest expense results from the timing of interest payments on
the $6 billion of unsecured and junior secured notes issued
December 2010 (which refinanced an equivalent amount of unsecured
notes).  These notes pay interest in January and July, which
caused FDC to effectively pay only seven months interest during
2011. If the accrued interest had to be paid in December 2011
versus January 2012, free cash flow for the year would be
approximately $280 million lower.

Fitch expects that FDC will benefit in 2012 from $5 billion in
LIBOR swaps that will expire in September.  These swaps set the
base LIBOR rate on an equivalent portion of the company's term
loan at 4.9% versus the current rate of approximately 0.5%.  FDC
has put into place $3 billion of forward LIBOR swaps that will
replace the expiring swaps next year with a four-year average life
and an average rate of 1.4%.  Fitch estimates that the company
will net a reduction in interest expense of approximately $175
million.

From an operational perspective, Fitch believes core credit
strengths include:

  -- Stable end-market demand with below-average susceptibility to
     economic cyclicality;
  -- A highly diversified, global and stable customer base
     consisting principally of millions of merchants and large
     financial institutions;
  -- A significant advantage in scale of operations and
     technological leadership which positively impact the
     company's ability to maintain its leading market share and
     act as barriers to entry to potential future competitors.  In
     addition, FDC's Financial Services business benefits from
     long-term customer contracts and generally high switching
     costs;
  -- Low working capital requirements typically enable a high
     conversion of EBITDA less cash interest expense into cash
     from operations.

Fitch believes operational credit concerns include:

  -- Mix shift in the Retail Services segment, including a shift
     in consumer spending patterns favoring large discount
     retailers, has negatively affected profitability and revenue
     growth and could lead to greater than anticipated volatility
     in results;
  -- High fixed cost structure with significant operating leverage
     would typically drive volatility in profitability during
     business and economic cycles;
  -- Consolidation in the financial services industry and changes
     in regulations could continue to negatively impact results in
     the company's Financial Services segment.
  -- Potential for new competitive threats to emerge over the long
     term including new payment technology in the Retail Services
     segment, the potential for a competitor to consolidate market
     share in the Retail Services segment, and the potential for
     historically niche competitors in the Financial Services
     segment to move upstream and challenge FDC's relative
     dominance in card processing for large financial
     institutions;
  -- Management is compensated in large part with equity.  If
     FDC's outlook continues to deteriorate, the value of this
     compensation could decline considerably which enhances the
     risk that executives could look to leave the company.
     Management turnover has been an issue for FDC over the past
     few years and additional turnover could be damaging.

From a financial perspective, Fitch believes core credit strengths
include expectations that the company will use excess free cash
flow for debt reduction.  Credit concerns include a highly levered
balance sheet that results in minimal financial flexibility and
reduces the company's ability to act strategically in a business
that has historically benefited from consolidation opportunities.

Expectations for modest growth in free cash flow over the next
several years may not be sufficient to manage pending changes in
the company's capital structure including the conversion of PIK
notes to cash pay the end of 2011 and the need to refinance the
company's secured term loan in 2014.  FDC's ability to manage this
refinancing risk may in part be contingent upon its ability to
attract equity capital in future years which could be affected by
future growth expectations for the company as well as future
equity risk premiums.  The multiple at which investors would be
willing to invest in the company would determine the extent of
deleveraging necessary over the next few years in order to realize
an enterprise value in excess of existing debt obligations.

Total liquidity as of Sept. 30, 2011 was solid and consisted of
$402 million in cash and $1.4 billion available under a $1.5
billion senior secured revolving credit facility, roughly $500
million of which expires in September 2013 with the remaining
expiring September 2016.  Approximately $173 million of cash is
held by BAMS and IPS (a discontinued business segment) and is not
available for general corporate purposes.

Total debt as of Sept. 30, 2011 was $22.8 billion, which includes
approximately $15.4 billion in secured debt, $4.8 billion in
unsecured debt and $2.5 billion in subordinated debt (all figures
approximate).

In addition, a subsidiary of New Omaha Holdings L.P. (the parent
company of First Data Corp.) has outstanding $1.6 billion senior
unsecured PIK notes due 2016.  These notes are not obligations of
FDC, and FDC provides no credit support of these notes.

Fitch has affirmed the following ratings:

  -- Long-term IDR at 'B';
  -- $499 million senior secured revolving credit facility
     expiring September 2013 at 'BB-/RR2';
  -- $1.0 billion senior secured revolving credit facility
     expiring September 2016 at 'BB-/RR2';
  -- $6.6 billion senior secured term loan B due 2014 at
     'BB-/RR2';
  -- $4.7 billion senior secured term loan B due 2018 at
     'BB-/RR2';
  -- $750 million 7.375% senior secured notes due 2019 at
     'BB-/RR2';
  -- $510 million 8.875% senior secured notes due 2020 at
     'BB-/RR2';
  -- $2 billion 8.25% junior secured notes due 2021 at 'CCC/RR6';
  -- $1 billion 8.75%/10.0% PIK Toggle junior secured notes due
     2022 at 'CCC/RR6';
  -- $3 billion 12.625% senior unsecured notes due 2021 at
     'CCC/RR6'.
  -- $784 million 9.875% senior unsecured notes due 2015 at
     'CCC/RR6';
  -- $748 million 10.55% senior unsecured notes with mandatory
     paid-in-kind (PIK) interest through September 2011 due 2015
     at 'CCC/RR6';
  -- $2.5 billion 11.25% senior subordinated notes due 2016 at
     'CC/RR6'.

The Rating Outlook is Negative.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 20%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.4 billion for the LTM
ended Dec. 31, 2011 which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic.  The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0%-10% recovery is realistic.  The 'CC/RR6' rating for
the subordinated notes reflects the minimal recovery prospects and
inherent subordination in a recovery scenario.


FIRST MARINER: Chairman and CEO Edwin Hale Retires
--------------------------------------------------
1st Mariner Bancorp, parent company of 1st Mariner Bank, announced
that Edwin F. Hale Sr., chairman and chief executive officer of
the company and bank, retired from the board and his executive
capacity effective Dec. 22, 2011.  Hale turned 65 in November and
elected to announce his retirement plans in conjunction with the
Company's year end Board of Directors' meeting.  Plans for Hale's
retirement were initially contemplated in April in conjunction
with the Company's announcement of the execution of a stock
purchase agreement with Priam Capital Fund I, L.P.

"While it is difficult to leave 1st Mariner, the time is right,"
said Hale, who launched the bank in 1995.  "I am proud of the
commitment to community banking 1st Mariner has embraced and the
hundreds of financial services jobs the company has created in the
Baltimore metropolitan area."

Captain Michael R. Watson, will become interim, non-executive
chairman of the banking company upon Hale's departure.  Watson, a
1st Mariner Bancorp director since 1998, is the President of the
International Maritime Pilots' Association and the President of
the American Pilots' Association and is a Past Chairman of the
Baltimore Branch of the Federal Reserve Bank of Richmond.  Mark
Keidel, currently the President and Chief Operating Officer of the
company and the bank will assume the principal executive
responsibility on an interim basis, subject to regulatory
approval.  Keidel has been a senior executive at 1st Mariner since
June 2000.

1st Mariner also announced that Jack E. Steil, formerly president
of Wilmington Trust Mid-Atlantic Region, and Robert D. Kunisch
Jr., formerly president of Wilmington Trust FSB, Maryland, have
been engaged by the company since July of this year to advise the
board of directors with respect to strategic planning, and they
will continue to serve in this capacity.  Prior to joining
Wilmington Trust, Steil and Kunisch were both executives at
Mercantile Bankshares Corporation.  Steil spent 32 years with the
Mercantile during which time he served in many capacities
including Chief Credit Officer. Kunisch has 21 years experience in
the banking industry primarily in the commercial lending
specialty.

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.

The Company's balance sheet at Sept. 30, 2011, showed
$1.19 billion in total assets, $1.21 billion in total liabilities
and a $21.57 million total stockholders' deficit.

                        Bankruptcy Warning

As of June 30, 2011, First Mariner Bank's and the Company's
capital levels were not sufficient to achieve compliance with the
higher capital requirements they were required to meet by June 30,
2010.  The failure to maintain these capital requirements could
result in further action by their regulators.

On Sept. 18, 2009, the Bank entered into an Agreement with the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Regulation for the state of Maryland, pursuant to which
it consented to the entry of an Order to Cease and Desist, which
directs the Bank to (i) increase its capitalization, (ii) improve
earnings, (iii) reduce nonperforming loans, (iv) strengthen
management policies and practices, and (v) reduce reliance on
noncore funding.  The September Order required the Bank to adopt a
plan to achieve and maintain a Tier I leverage capital ratio of at
least 7.5% and a total risk-based capital ratio of at least 11% by
June 30, 2010.  We did not meet the requirements at June 30, 2010,
December 31, 2010, or June 30, 2011.  The failure to achieve these
capital requirements could result in further action by its
regulators.

First Mariner currently does not have any capital available to
invest in the Bank and any further increases to the Company's
allowance for loan losses and operating losses would negatively
impact the Company's capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
if the Company's revised capital plan is not approved or if the
Company is not granted a waiver of those requirements, the FDIC
and the Commissioner could take additional enforcement action
against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct the Company to seek a merger partner
or possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, the Company does not
believe that there would be assets available to holders of the
capital stock of the Company.


FRIENDLY ICE CREAM: Sun Capital Reacquiring Restaurant Chain
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that restaurant operator Friendly Ice Cream Corp. will be
sold to an affiliate of the existing owner Sun Capital Partners
Inc. in exchange for debt, according to court records.

According to the report, the auction was canceled when no
competing offers were made.  At a hearing Dec. 29, the bankruptcy
judge in Delaware said he would sign an order approving the sale.

Attempting to drum up an auction, Friendly's financial advisers
contacted 268 potential buyers, including 108 in the industry.
Even though 47 potential buyers signed confidentiality agreements
and received detailed information about the business, no competing
bids were submitted.

The Sun Capital affiliate will pay about $120 million, including
enough cash to off first-lien debt. Most of the remainder is a
credit bid from the $267.7 million in second-lien, pay-in-kind
notes that a Sun Capital affiliate owns.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


GB HERNDON: Court Reject's Adams Bank's Sanctions Bid
-----------------------------------------------------
In the lawsuit, The Adams National Bank, v. GB Herndon and
Associates, Inc., et al., Adv. Proc. No. 10-10052 (Bankr. D.
D.C.), Bankruptcy Judge S. Martin Teel, Jr., denied a motion by
the plaintiff, now a judgment creditor, to hold Gloria B. Herndon,
a defendant and now a judgment debtor, in contempt for failure to
appear for deposition and to produce documents at that deposition.
A copy of the Court's Dec. 27, 2011 Memorandum Decision and Order
is available at http://is.gd/RTkTKkfrom Leagle.com.

GB Herndon and Associates, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. D.C. Case No. 10-00945) on Sept. 24, 2010.


GOLDEN INDUSTRIAL: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Golden Industrial Laundry Inc.
        P.O. Box 7696
        Ponce, PR 00732

Bankruptcy Case No.: 11-10887

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  E-mail: modesto@coqui.net

Scheduled Assets: $3,042,619

Scheduled Liabilities: $2,279,785

The Company's list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-10887.pdf

The petition was signed by Pedro V. Perez Ortiz, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Pedro V. Perez Ortiz                  11-10686            12/22/11


GRAMERCY INSURANCE: A.M. Best Downgrades FSR to 'B'
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Gramercy Insurance Company (GIC) (Dallas, TX).  The outlook for
both ratings has been revised to negative from stable.

The rating actions reflect the deterioration in GIC's operating
performance due to significant underwriting losses combined with
significant premium growth that considerably has increased
underwriting leverage and weakened overall capitalization through
2011.  The ratings also reflect the increased dependence on
reinsurance to support operations given strong premium growth in
recent years, as well as the execution risk associated with
refocusing operations while achieving profitability projections
given competitive market conditions.

Positive rating factors include recent management initiatives to
improve performance, including the discontinuation of GoAuto
beyond 2011; additional quota share reinsurance on GoAuto and
Trucking risks during the fourth quarter of 2011, which provides
surplus aid; the company's conservative investment portfolio; and
sound overall liquidity position.

The outlook revision reflects recent poor operating performance
that has weakened capitalization, as well as the challenges
associated with profitably refocusing operations given the
increased reinsurance utilization over the near term.

Further weakening in overall capitalization driven by ongoing
premium growth and/or weak operating performance likely will
result in additional negative rating pressure.


GSC GROUP: Chapter 11 Trustee Files New Plan Documents
------------------------------------------------------
James L. Garrity, Jr., Chapter 11 Trustee for the estates of GSC
Group, Inc., GSCP, LLC, GSCP (NJ), L.P., GSC Active Partners,
Inc., GSCP (NJ), Inc., GSCP (NJ) Holdings, L.P.. and GSC Secondary
Interest Fund, LLC, filed on Nov. 28, 2011, a modified joint
Chapter 11 plan for the Debtors other than GSC Secondary Interest
Fund, LLC [BLACKLINE VERSION].

On the Effective Date, the Debtors will cease all operations and
the administration of the Plan will become the general
responsibility of the Liquidating Trustee.  After the Effective
Date, the Debtors other than GSC Group will be wound down and
dissolved.

The Chapter 11 Trustee's Plan segregates the various Claims
against and Interests in the Debtors other than GSC Secondary
Interest Fund, LLC, into four (4) classes: Secured Claims
(Class 1), Other Priority Claims (Class 2), General Unsecured
Claims (Class 3) and Equity Interests (Class 4).

The only Entities entitled to vote on this Plan are the Holders of
General Unsecured Claims in Class 3.  Holders of Claims in Class 3
will receive (A) their Pro-Rata Share of Remaining Plan Cash and
(B) their Pro-Rata Share of Trust Units, on or as soon as
practicable after the Effective Date.

Claims in Classes 1 and 2 will be paid in full.  Holders of Claims
in these Classes are, thus, presumed to have accepted the Plan and
are not entitled to vote.

Holders of Equity Interests in Class 4 will not receive or retain
any property or interest in property on account of such Equity
Interests.  On the Effective Date, all Equity Interests will be
canceled, extinguished and discharged.  Holders of Equity
Interests are deemed to reject the Plan.

A copy of the blackline version of the Chapter 11 Trustee's
modified joint Chapter 11 plan for the Debtors other than GSC
Secondary Interest Fund, LLC, is available for free at:

           http://bankrupt.com/misc/gscgroup.doc984.pdf

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  As reported in the TCR on Dec. 16,
2011, Hilary Russ at Bankruptcy Law360 reports that the Chapter 11
trustee for GSC Group, Inc., reached a handshake deal on Dec. 13,
2011, ending a bitter dispute with Black Diamond that delayed a
$235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.


GSC GROUP: Black Diamond Amends Proposed Plan for Debtor
--------------------------------------------------------
Black Diamond Capital Management, LLC, filed on Dec. 3, 2011, a
Third Amended Joint Chapter 11 Plan for GSC Group, Inc., and its
affiliated Debtors.  BDCM has not filed an Amended Disclosure
Statement related to its Plan.

On the Effective Date, the Liquidating Trust will be formed
pursuant to the Liquidating Trust Agreement for the primary
purpose of liquidating the assets transferred to it with no
objective to continue or engage in the conduct of a trade or
business, except to the extent reasonably necessary to, and
consistent with, the purpose of the Liquidating Trust.

The BDCM Plan segregates the various Claims against and Interests
in the Debtors other than GSC Secondary Interest Fund, LLC, into
four (4) classes: Secured Claims (Class 1), Other Priority Claims
(Class 2), General Unsecured Claims (Class 3), Preferred Equity
Interests (Class 4) and Remaining Equity Interests (Class 5).

The only Entities entitled to vote on the Plan are the Holders of
General Unsecured Claims in Class 3 and Holders of Preferred
Equity Interests in Class 4.

Secured Claims in Class 1 will receive payment in full or its
collateral.  Other Priority Claims in Class 2 will receive payment
in full.  Holders of Claims in these Classes are, thus, presumed
to have accepted the Plan and are not entitled to vote.

Each Holder of an Allowed General Unsecured Claim in Class 3 will
be permitted to elect the Up-front Cash Option, the Combination
Cash Option, or the Equity Option.

Holders of Preferred Equity Interests in Class 4 will be issued
Reorganized GSC Group Class A Common Stock, according to their Pro
Rata Share of Preferred Equity Interests, equal to 62% of total
Reorganized GSC Group Common Stock (with 75.1% of voting rights
until the conversion of the Reorganized GSC Group Convertible
Class B Common Stock to Reorganized GSC Group Class C Common
Stock, at which time the voting rights of such existing Common
Equity Interests will be diluted to 51%) as a result of the
issuance of the Reorganized GSC Group Class C Common Stock.

Class 4 is Impaired.  Holders of Preferred Equity Interests are
entitled to vote to accept or reject this Plan.

Holders of Remaining Equity Interests in Class 5 will not receive
or retain any property or interest in property on account of such
Remaining Equity Interests.  On the Effective Date, all Remaining
Equity Interests will be canceled, extinguished and discharged.

Class 5 is Impaired.  Holders of Remaining Equity Interests are
deemed to reject the Plan and, therefore, are not entitled to
vote.

A copy of BDCM's Third Amended Joint Chapter 11 Plan for the
Debtors is available for free at:

      http://bankrupt.com/misc/gscgroup.bdcmplan.doc1008.pdf

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  As reported in the TCR on Dec. 16,
2011, Hilary Russ at Bankruptcy Law360 reports that the Chapter 11
trustee for GSC Group, Inc., reached a handshake deal on Dec. 13,
2011, ending a bitter dispute with Black Diamond that delayed a
$235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.


HAWKINS TREE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hawkins Tree Farm, Inc.
          dba Hawkins Nursery & Landscape Co. Inc.
        6710 Barkworth
        Dallas, TX 75248

Bankruptcy Case No.: 11-61119

Chapter 11 Petition Date: December 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Glen E. Patrick, Esq.
                  MCNALLY & PATRICK, LLP
                  100 E Ferguson Street, Suite 400
                  Tyler, TX 75702
                  Tel: (903) 597-6301
                  Fax: (903) 597-6302
                  E-mail: gpoffice@suddenlinkmail.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 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txeb11-61119.pdf

The petition was signed by Ann Hawkins, secretary.


HCA HOLDINGS: Appoints Dr. Wayne Riley to Board of Directors
------------------------------------------------------------
HCA Holdings, Inc., announced that Wayne J. Riley, M.D., President
and CEO of Meharry Medical College, has been named an independent
director of HCA's board, effective Jan. 1, 2012.  With his
addition, HCA's board of directors increases from 12 to 13.

"Dr. Riley has a strong background in academic medicine, primary
care, health policy and health administration," said Richard M.
Bracken, Chairman and chief executive officer of HCA.  "He is a
highly respected health leader, and we are pleased to welcome him
to our board of directors."

Under Dr. Riley's leadership, Meharry Medical College in Nashville
-- the country's largest private, historically black academic
health center for educating health professionals and scientists --
has enhanced its clinical, academic and research programs as well
as increased community, national and philanthropic engagement.
Since Dr. Riley's appointment to Meharry in 2007, the school has
established three U.S. Department of Veterans Affairs outpatient
clinics, created the Robert Wood Johnson Foundation Center for
Health Policy, and received accreditation for its public health
master's degree program.

Dr. Riley holds the academic rank of Professor of Internal
Medicine at Meharry and at Vanderbilt University School of
Medicine and is also a Senior Health Policy Associate at the
Robert Wood Johnson Foundation Health Policy Center at Meharry.
He is a Diplomate of the American Board of Internal Medicine and a
Master of the American College of Physicians.  He earned a
Bachelor of Arts from Yale University, a Master of Public Health
in Health Systems Management from Tulane University School of
Public Health & Tropical Medicine, an M.D. from the Morehouse
School of Medicine and an MBA from Rice University's Jesse H.
Jones Graduate School of Business.

Prior to his current role at Meharry, Dr. Riley, 52, served as a
corporate officer of the Baylor College of Medicine where he was
Vice President and Vice Dean for Health Affairs and Governmental
Relations.

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company's balance sheet at Sept. 30, 2011, showed
$23.75 billion in total assets, $32.81 billion in total
liabilities, and a $9.06 billion stockholders' deficit.

                            *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HILLSIDE DAIRY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hillside Dairy Partnership
        W2345 County Highway F
        Albany, WI 53502

Bankruptcy Case No.: 11-17625

Chapter 11 Petition Date: December 21, 2011

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Kristin J. Sederholm, Esq.
                  KREKELER STROTHER, S.C.
                  15 N. Pinckney Street
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  E-mail: ksederho@ks-lawfirm.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 filed
with the petition is available for free at:
http://bankrupt.com/misc/wiwb11-17625.pdf

The petition was signed by Harvey W. Disch Jr. and Paul Pluss.


IRVINE SENSORS: Incurs $15.7 Million Net Loss in Fiscal 2011
------------------------------------------------------------
Irvine Sensors Corporation filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $15.76 million on $14.09 million of total revenues for the
fiscal year ended Oct. 2, 2011, compared with a net loss of $11.15
million on $11.71 million of total revenues for the fiscal year
ended Oct. 3, 2010.

The Company's balance sheet at Oct. 2, 2011, showed $10.58 million
in total assets, $29.29 million in total liabilities and a $18.71
million total stockholders' deficit.

The Company's auditors, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in Newport Beach, Calif., did not include a
"going concern qualification" in its report on the Company's
fiscal 2011 Annual Report.

As previously reported, Squar Milner expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2010 financial results.  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.

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

                        http://is.gd/HXyJtg

                        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.


IRVINE SENSORS: Files Form S-8, Registers 1.2-Mil. Common Shares
----------------------------------------------------------------
Irvine Sensors Corporation filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement relating to
the registration of 1,250,000 shares of common stock issuable
pursuant to Irvine Sensors Corporation Amended and Restated 2006
Omnibus Incentive Plan.  The proposed maximum offering price is
$100,000.  A full-text copy of the prospectus is available at:

                        http://is.gd/wJGccL

                       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 $15.76 million on $14.09
million of total revenues for the fiscal year ended Oct. 2, 2011,
compared with a net loss of $11.15 million on $11.71 million of
total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at Oct. 2, 2011, showed $10.58 million
in total assets, $29.29 million in total liabilities and a $18.71
million total stockholders' deficit.


LITHIUM TECHNOLOGY: Incurs $947,000 Net Loss in Third Quarter
-------------------------------------------------------------
Lithium Technology Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $947,000 on $1.66 million of total revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$3.69 million on $1.46 million of total revenue for the same
period during the prior year.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company reported a net loss of $12.26 million on $6.06 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.52 million on $4.51 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

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

                        http://is.gd/oPIUwl

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MARKETING WORLDWIDE: Delays Form 10-K for 2011
----------------------------------------------
Marketing Worldwide Corporation notified the U.S. Securities and
Exchange Commission that it was awaiting information from outside
third parties in order to complete the Form 10-K for the period
ended Sept. 30, 2011.

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

As reported in the Troubled Company Reporter on Jan. 24, 2011,
Marcum LLP, in New York, expressed substantial doubt about
Marketing Worldwide's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a working capital deficiency and has suffered substantial
recurring losses from operations.

The Company also reported a net loss of $1.12 million on
$1.31 million of revenue for the nine months ended June 30, 2011,
compared with a net loss of $1.34 million on $3.22 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.66 million
in total assets, $5.23 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $7.07 million total
stockholders' deficiency.


MCCLATCHY CO: BNP Paribas Discloses 4.7% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BNP Paribas, S.A., London Branch, disclosed
that, as of Dec. 23, 2011, it beneficially owns 2,837,195 shares
of common stock of The McClatchy Company representing 4.7% of the
shares outstanding.  As previously reported by the TCR on Dec. 16,
2011, BNP Paribas disclosed beneficial ownership of 3,600,694
shares of common stock or 5.9% equity stake.  A full-text copy of
the amended filing is available at http://is.gd/UV2FPg

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.

                           *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MT. VERNON: Can Use First Mariner Bank Cash Through Feb. 29
-----------------------------------------------------------
Bankruptcy Judge David E. Rice signed off on a stipulation and
consent order continuing Mt. Vernon Properties LLC's authority to
use cash collateral of First Mariner Bank and granting adequate
protection through the earlier of a closing on the auction sale of
the real property subject to First Mariner's liens or Feb. 29,
2012.  A copy of the Stipulation and Consent Order is available at
http://is.gd/7QlRXTfrom Leagle.com.

Susan J. Klein, Esq., and Lawrence D. Coppel, Esq. --
sklein@gfrlaw.com -- at Gordon, Feinblatt, Rothman, Hoffberger &
Hollander LLC, argue for First Mariner Bank.

                    About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.


NEXT GENERATION: Cancels Agreements with Pegasus Energy
-------------------------------------------------------
Next Generation Energy Corp. previously announced that it had
entered into an agreement with Pegasus Energy Development, LLC, to
participate in a joint venture in Central Texas and another
agreement to buy 7,715 acres of natural gas and oil rights in
southeastern Kentucky.  However, the Company could not obtain the
necessary financing to meet its obligations under the agreements,
and both agreements have terminated.

                       About Next Generation

Springfield, Va.-based Next Generation Media Corporation was
incorporated in the State of Nevada in Nov. of 1980 as Micro
Tech Industries, with an official name change to Next Generation
Media Corporation in April of 1997.  The Company, through its
wholly owned subsidiary, United Marketing Solutions, Inc.,
provides direct marketing products, which involves the designing,
printing, packaging, and mailing of public relations and marketing
materials and coupons for retailers who provide services.  Sales
are conducted through a network of franchises that the Company
supports on a wholesale basis.

The Company's balance sheet at Sept. 30, 2011, showed $697,409 in
total assets, $1.15 million in total liabilities, and a $457,341
total stockholders' deficit.

The Company incurred a net operating loss in the three and nine
months ended Sept. 30, 2011, and has no revenues for 2011.  These
factors create an uncertainty about the Company's ability to
continue as a going concern.


NORTEL NETWORKS: 3rd Cir. Rules on Police Power Exception Issue
---------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit upheld the
district court ruling that affirmed a bankruptcy court decision
holding that the police power exception under 11 U.S.C. Sec.
362(b)(4) does not apply to the participation of the Trustee of
Nortel Networks U.K. Pension Plan and the U.K. Board of the
Pension Protection Fund in the U.K. pension proceedings.  The
Third Circuit said the Trustee and Pension Protection Fund have
not shown that they fall within the police power exception to the
automatic stay.

The U.K. Pension Plan Trustee and the U.K. Board of the Pension
Protection Fund appealed from the District Court order affirming
the decision of the Bankruptcy Court to enforce the automatic stay
against them with respect to their participation in U.K. pension
proceedings.  The Trustee and Pension Protection Fund argue that
the U.K. pension proceedings, which were initiated by the U.K.
Pensions Regulator, fall within the police power exception to the
automatic stay, which allows "a governmental unit" to bring or
continue actions against a debtor to prevent or stop violations of
law affecting matters of public health, safety, or welfare.  The
Debtors, including U.S.-based Nortel Networks, Inc., and NN
Caribbean and Latin American, together with the Committee of
Unsecured Creditors of NNI, argue that the police power exception
does not apply because the Trustee and PPF are private parties and
not "governmental units" as defined in the Bankruptcy Code, and
the purpose of the U.K. proceedings is to address private
pecuniary interests rather than a matter of public concern.

In September 2009, the Trustee and Pension Protection Fund timely
filed joint claims against the U.S. Nortel entities in the
Bankruptcy Court.  Those claims allege that the NNUK pension plan
is underfunded by an estimated $3.1 billion -- or GBP2.1 billion
-- and that the U.K. Pensions Regulator may seek to require
certain of the U.S. Debtors, including NNI and NN CALA, to provide
financial support for the NNUK plan under the U.K. Pensions Act
2004.  The claims of the Trustee and Pension Protection Fund in
the U.S. bankruptcy proceedings were filed as contingent and
unliquidated because they are predicated on the outcome of the
U.K. proceedings.  The U.K. regulatory proceedings are to
determine the extent of the liability of NNUK affiliates for the
deficit because NNUK's pension plan is a defined benefit pension
scheme established under and governed by U.K. law.

A copy of the Third Circuit's Dec. 29 dated opinion is available
at http://is.gd/Cn1OhQfrom Leagle.com.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.  In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHAMPTON GENERATING: Will Have No Creditors' Panel
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northampton Generating Co. LP won't have a creditors'
committee looking over its shoulder throughout the Chapter 11
case.  The U.S. Trustee was unable to appoint a committee because
no one was willing to serve.

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Attorneys at Moore &
Van Allen PLLC serve as counsel to the Debtors.  Houlihan Lokey
Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.


PROPER POWER: Andrew Kacic Resigns as President
-----------------------------------------------
Andrew Kacic voluntarily resigned as President of Proper Power and
Energy, Inc., as well as his positions with American Resources,
Inc., PPWE's wholly owned subsidiary.

                         About Proper Power

Tampa, Florida-based Proper Power and Energy, Inc. is an oil and
natural gas exploration company, whose growth strategy is to
acquire mineral rights and search for and develop known reserves
for further production, through an efficient scientific approach
toward exploration.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt Proper Power and Energy,'s ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company is without significant
operating revenues and has losses from operations and has an
accumulated deficit.

The Company also reported a net loss of $156,086 on $8,813 of net
lease loss for the nine months ended Sept. 30, 2011, compared with
a net loss of $98,240 on $0 of net lease income for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.07 million in total assets, $1.24 million in total liabilities,
and a $174,474 total stockholders' deficit.


PROTEONOMIX INC: Completes Payment for Clinical Trial of UMK-121
----------------------------------------------------------------
Proteonomix, Inc., has completed all payments required from
Proteonomix to commence a Clinical Study entitled "UMK-121 in
Patients with Liver Disease."

As previously announced, the Company entered into an Agreement to
conduct the clinical trial with the University of Miami.  That
Agreement required the University to pay expenses associated with
the clinical study and The Company was required to assist
financially with the clinical study.

Michael Cohen, President of the Company, stated: "The financing
that was required to complete the Company's obligation with
respect to the Trial was provided Friday, December 23, 2011.  We
previously thanked the University for its generous assistance in
the agreement to conduct a clinical trial of UMK-121.  The Company
has previously described the terms of the agreement to license and
develop and the patent application of the UMK 121 technology.
The Company will work together with the University and the
principal investigators to initiate the clinical study."

Mr. Cohen continued, "Our UMK-121 pharmaceutical therapy is
advancing toward its first human clinical trial in ESLD ("End
Stage Liver Disease") patients.  We hope to provide patients who
are suffering from this debilitating and mortal condition with
alternatives.  We believe that the commercialization of this
technology can provide Proteonomix with significant revenue
potential.  According to United Network for Organ Sharing ('UNOS')
there are over 100,000 patients on the transplant waiting list at
any given time.  According to the 'NIH') there are over 500,000
patients in end stage Kidney disease.  According to Organ Donation
and Transplantation ('NWHIC') over 60,000 Americans suffer from
End Stage Liver Disease ("ESLD").  The Company will continue to
provide information about the clinical study in the upcoming weeks
and months consistent with our understanding with the University
and ethical considerations."

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities and a $3.43
million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


R. KUNTZMAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: R. Kuntzman Inc.
        13515 Oyster Road
        Alliance, OH 44601

Bankruptcy Case No.: 11-63964

Chapter 11 Petition Date: December 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue, N.W., Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  E-mail: ajdlaw@sbcglobal.net

Debtor's Special
Counsel:          MCNAMARA DEMCZYK CO LPA

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

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 Kenneth A. Boatright, president.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Kuntzman Trucking Inc.                11-63965
Kuntzman Trucking Brokerage Inc.      11-63966
Kuntzman Properties LLC               11-63967


RITE AID: Files Form 10-Q, Incurs $51.9MM Net Loss in Q3 2012
-------------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $51.98 million on $6.31 billion of revenue for the 13-week
period ended Nov. 26, 2011, compared with a net loss of $79.07
million on $6.20 billion of revenue for the 13-week period ended
Nov. 27, 2010.

For the 39-week period ended Nov. 26, 2011, the Company reported a
net loss of $207.32 million on $18.97 billion of revenue, compared
with a net loss of $349.73 million on $18.75 billion of revenue
for the 39-week period 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.

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

                        http://is.gd/kXm7WX

                        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.


SEARS HOLDINGS: Fitch Cuts LT Issuer Default Ratings to 'CCC'
-------------------------------------------------------------
Fitch Ratings has downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities to 'CCC' from 'B'.  The ratings on various
tranches of debt have also been downgraded by a notch.  The Rating
Outlook is Negative.

The downgrades reflect the continued deterioration in EBITDA on
worse than expected top-line growth, with both Kmart and Sears
running negative mid-single-digit comps in the fourth quarter.
EBITDA for 2011 is expected to be below $400 million versus $1.5
billion in 2010, based on Sears' update provided through Dec. 25,
2011.  As a result, credit metrics continue to be pressured and
leverage is expected to be 8.0 times (x) or more in 2011, up from
4.6x in 2010, versus Fitch's prior expectation of leverage
increasing to the 6.0x-7.0x range.

In addition, there is increasing risk that EBITDA could turn
negative in 2012 with top-line contraction in the mid-single-digit
range (due to comparable store sales decline and store closings)
even if gross margin remains flat with 2011 levels. As a result,
Sears will need to fund operations with increased borrowings.

Liquidity is expected to remain adequate to fund 2012 working
capital needs given current availability under the company's U.S.
and Canadian facilities.  However, Sears may need to access
external sources of financing to fund operations in 2013 and
beyond, as the magnitude of the decline in profitability and lack
of visibility to turn operations around remain a major concern.
If Sears is unable to access the capital markets or find other
adequate sources of availability, and EBITDA remains at the
current rate or lower, there is a heightened risk of restructuring
over the next 24 months.

Dwindling Liquidity:

As of Dec. 23, 2011, Sears had $483 million of borrowings under
the domestic revolver (vs. no borrowings in prior year), with $2.1
billion of availability under its domestic $3.275 billion credit
facility due 2016 and $800 million under its CAD$800 million
credit facility due 2015.  Fitch expects that total availability
at the end of its fiscal year (FY) ending January 2012 could be a
bit lower than the $2.9 billion at Dec. 23 as Sears could draw
down further to fund Spring inventory (December tends to be close
to peak liquidity levels as retailers get flushed with holiday
sale proceeds).

Assuming cash balances in the $500 million to $600 million range,
about $1.8 billion-$2 billion of availability under its domestic
credit facility and $800 million under the Canadian credit
facility, Fitch expects Sears will have liquidity of approximately
$3.1 billion to $3.4 billion at FY end January 2012.  This is
almost $1.5 billion to $1.8 billion lower than the $4.9 billion in
total liquidity at the end of FY end January 2011.  The difference
can be explained by the shortfall in EBITDA and the need to fund
operations as well as funding required cash contributions to its
underfunded pension plans and share buybacks.

Fitch estimates that Sears would require a minimum of $400
million-$500 million in cash to run the business and approximately
$1.5 billion to $1.7 billion to fund peak seasonal working capital
needs during the 2012 holiday season (assuming lower inventory
levels versus 2011 as a result of store closings and tighter
inventory buys based on the company's recent announcements).  As a
result, real 'excess' liquidity adjusted for peak seasonal working
capital needs would be in the range of $900 million to $1.5
billion.  This does not take into account further shortfall in
EBITDA and assumes Sears has full access to both its domestic and
Canadian credit facilities. However, covenants may constrict
liquidity levels over time if profitability continues to wane; for
example, Sears needs to maintain a fixed-charge coverage ratio of
1.0x under its domestic credit facility if usage exceeds a certain
amount.

Fitch estimates Sears would need to generate EBITDA of $1.2
billion to $1.3 billion annually in 2012 and 2013 to service cash
interest expense ($260 million-$280 million), capex ($400
million), contribution to pension plans ($300 million) and debt
maturities.  Other uses of cash could be working capital (which is
expected to be a drain of $100 million to $150 million in 2011
before any impact from store closings) and share buybacks.

Additional sources of liquidity include the ability to issue $1.75
billion in secured debt as permitted under its credit facility ($1
billion accordion feature to upsize the domestic credit facility
and $750 million in second lien debt).  However, Sears could have
difficulty tapping into this debt given deteriorating operating
trends and credit market conditions.  Sears could also cut back on
inventory (as noted in its recent press release), and further
reduce capital expenditures and SG&A, but these would come at the
expense of the top line unless Sears right-sizes the business
through a large number of store closings.  However, Fitch views
the company's current plan of store closures (100 to 120 Kmart and
Sears Full-Line stores which equates to approximately 5% of total
square footage) as a modest source of liquidity relative to the
significant deficiency in free cash flow.

Market Share Losses = Tremendous Pressure on Operating

Profitability:

Domestic Sears and Kmart stores have been underperforming their
retail peers on top-line growth for many years and the combined
domestic entity has lost over $9.5 billion, or 20% of its 2006
domestic revenue base of $48 billion (the two companies merged in
March 2005) through the third quarter of 2011 (on a latest 12-
month basis).  The top-line weakness reflects competitive
pressures, inconsistent merchandising execution and the lack of
clarity about the company's longer term retail strategy,
particularly in the face of continuous changes in its top ranks.
Sears' challenge will be to generate longer term sales and
earnings growth at both Sears and Kmart in the face of continued
market share gains by its largest retail peers within the
department store, discount and big-box specialty retail segments.

Sears' recent earnings pre-announcement points to 2011 EBITDA to
come in below $400 million, a significant shortfall from the $1.45
billion generated in 2010 on weaker than expected comparable store
sales across all its reporting segments.  Fitch expects EBITDA
could likely turn negative in 2012 on mid-single-digit top-line
contraction (given both comp store declines and store closings)
even with modest expense reduction of $100 million to $200 million
and gross margins flat to 2011 levels.

Recovery Considerations for Issue-Specific Ratings:

In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
has assigned RRs based on the company's 'B' IDR.  Fitch's recovery
analysis assumes a liquidation value under a distressed scenario
of approximately $6.7 billion (low seasonal inventory) to $7.7
billion (close to peak seasonal inventory) on inventory,
receivables, and property, plant and equipment (PP&E).

The $3.275 billion domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation
(Kmart Corp.) are the borrowers, is rated 'B+/RR1', indicating
outstanding (90%-100%) recovery prospects in a distressed
scenario.  Holdings provides a downstream guarantee to both SRAC
and Kmart Corp. borrowings and there are cross-guarantees between
SRAC and Kmart Corp.  The facility is also guaranteed by direct
and indirect wholly-owned domestic subsidiaries of Holdings which
owns assets that collateralize the facility.

The facility is secured primarily by domestic inventory which has
historically ranged from $8 billion to $10 billion around peak
levels in November, and pharmacy and credit card receivables which
range from $650 million to $700 million.  The credit facility has
an accordion feature that enables the company to increase the size
of the credit facility or add a first-lien term loan tranche in an
aggregate amount of up to $1 billion and issue $750 million in
second-lien debt.  The credit agreement imposes various
requirements, including (but not limited to) the following: (1) if
availability under the credit facility is beneath a certain
threshold, the fixed-charge ratio as of the last day of any fiscal
quarter be not less than 1.0x; (2) a cash dominion requirement if
excess availability on the revolver falls below designated levels,
and (3) limitations on its ability to make restricted payments,
including dividends and share repurchases.

The $1.25 billion second lien notes due October 2018 at Holdings
are also rated 'B+/RR1'.  The notes have a second lien on all
domestic inventory and credit card receivables, essentially
representing the same collateral package that backs the $3.275
billion credit facility on a first lien basis.  While Fitch has
not made a distinction between the first- and second-lien notes at
this point given the significant collateral backing the notes and
facility, it could do so in the future should Sears be able to
exercise the accordion feature under the credit facility, issue
additional second-lien notes or the assets serving as collateral
decline materially.  The notes contain provisions which require
Holdings to maintain minimum asset coverage for total secured debt
(failing which the company has to offer to buy notes sufficient to
cure the deficiency at 101%).

The senior unsecured notes are rated 'CCC/RR4', indicating average
recovery prospects (31%-50%).  While the credit facility and
second-lien notes are overcollateralized currently and the spill-
over could provide better than average recovery prospects for the
unsecured bonds, factors considered in assigning the recovery
rates include the potential sizable claims under lease
obligations; the company's underfunded pension plan; the ability
to add additional secured indebtedness; and the potential
overestimation of recovery value assigned to owned PP&E under a
liquidation scenario.  The 31%-50% range would be in line with or
better than the average recoveries in the retail sector for
defaulted unsecured bonds, which have generally been in the 25%-
40% range over the past 10 years.  The SRAC senior notes are
guaranteed by Sears, which agrees to maintain SRAC's fixed-charge
coverage at a minimum of 1.1x.  In addition, Sears DC Corp. (SDC)
benefits from an agreement by Sears to maintain a minimum fixed-
charge coverage at SDC of 1.005x.  Sears also agrees to maintain
an ownership of and a positive net worth at SDC.

Fitch has taken the following rating actions:

Sears Holdings Corporation (Holdings)

  -- Long-term IDR downgraded to 'CCC' from 'B';
  -- Secured bank facility downgraded to 'B+/RR1' from 'BB/RR1';
  -- Second-lien secured notes downgraded 'B+/RR1' from 'BB/RR1'.

Sears, Roebuck and Co. (Sears)

  -- Long-term IDR downgraded to 'CCC' from 'B'.

Sears Roebuck Acceptance Corp. (SRAC)

  -- Long-term IDR downgraded to 'CCC' from 'B';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Commercial paper downgraded to 'C' from 'B';
  -- Senior unsecured notes downgraded to 'CCC/RR4' from 'B/RR4'.

Sears DC Corp. (SDC)

  -- Long-term IDR downgraded to 'CCC' from 'B';
  -- Senior unsecured notes downgraded to 'CCC/RR4' from 'B/RR4'.

Kmart Holding Corporation (Kmart)

  -- Long-term IDR downgraded to 'CCC' from 'B'.

Kmart Corporation (Kmart Corp)

  -- Long-term IDR downgraded to 'CCC' from 'B'.

The Rating Outlook is Negative.


SECUREALERT INC: Incurs $9.8 Million Net Loss in Fiscal 2011
------------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$9.85 million on $17.96 million of total revenues for the fiscal
year ended Sept. 30, 2011, compared with a net loss of $13.92
million on $12.45 million of total revenues during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$22.68 million in total assets, $9.07 million in total liabilities
and $13.61 million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern following the fiscal 2011 financial
results.  The independent auditors noted that the Company has
incurred losses, negative cash flows from operating activities and
has an accumulated deficit.

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

                        http://is.gd/3kHMKw

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.
The Company's balance sheet at June 30, 2011, showed $15.18
million in total assets, $10.48 million in total liabilities, and
$4.70 million in total equity.


STELLAR GT: Receiver to Continue Managing Project Thru March 31
---------------------------------------------------------------
Bankruptcy Judge Paul Mannes approved a stipulation and order
among debtors Stellar GT TIC LLC and VFF TIC LLC, and Wells Fargo
Bank, N.A., as Trustee for the registered holders of Deutsche
Mortgage & Asset Receiving Corporation, COMM 2007-C9, Commercial
Mortgage Pass-Through Certificates; U.S. Bank National
Association, as Trustee, as successor in interest to Bank of
America, National Association, as Trustee, as successor in
interest to Wells Fargo Bank, N.A., as Trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation; CD
2007-CD5 Commercial Mortgage Pass-Through Certificates; and FCP
Georgian Towers, LLC, acting by and through Helios AMC, LLC, in
its capacity as Special Servicer.  The parties agree that a
receiver will continue to operate and manage The Georgian project
through March 31, 2012.  A Receivership Order entered prepetition
was slated to expire by its own terms Dec. 31, 2011.

A copy of the Stipulation and Order dated Dec. 29, 2011, is
available at http://is.gd/htX2q8from Leagle.com.

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC own an 891-unit multi-family
high rise property, consisting of two 14-story apartment
buildings, located at 8750 Georgia Avenue in Silver Spring,
Maryland, commonly known as "The Georgian".  FCP Georgian Towers
holds certain notes evidencing a mortgage loan guaranteed by the
Debtors in the aggregate original principal amount of
$185,000,000.  On Dec. 30, 2009, FCP commenced a receivership
action in the Circuit Court for Montgomery County, Case No.
324928-V, seeking the appointment of a receiver for the Project.

Stellar GT TIC and VFF TIC filed for Chapter 11 bankruptcy (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, serve as the
Debtors' counsel.

Mark Taylor, Esq. -- mdtaylor@kilpatricktownsend.com -- at
Kilpatrick Townsend & Stockton LLP, in Washington, DC; and Jantra
Van Roy, Esq. -- jvanroy@zeklaw.com -- at Zeichner Ellman & Krause
LLP, in New York, represent the Lender.

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.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The 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.
was hired to conduct the sale.

On Nov. 22, 2011, Judge Mannes entered an order (I) finally
approving the disclosure statement and (II) confirming Stellar GT
TIC and VFF TIC'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.  The highest and best price offered at
the Auction was the $193 million offer made by Lowe Real Estate
Group-East, Inc.


SUN CONSTRUCTION: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sun Construction Group Inc
          aka Sun Construction Group
        650 Munoz Rivera Avenue, Suite 402
        San Juan, PR 00918

Bankruptcy Case No.: 11-10900

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

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

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

The Company's list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-10900.pdf

The petition was signed by Dennis O. Hanlan, president.


TELVUE CORP: Enters Into $5MM Line of Credit with H.F. Lenfest
--------------------------------------------------------------
TelVue Corporation entered into a Line of Credit Note with its
majority stockholder, H.F. (Gerry) Lenfest.  Under the terms of
the Note, the Company may borrow, from time to time, up to the
maximum principal amount of the Note, which is $5,000,000, for
general working capital.  The minimum advance under the Note is
$100,000 and the interest rate of the Note is equal to the prime
rate as stated in the Wall Street Journal from time to time plus
one percent (1%).  The Note contains customary events of default,
including, among others, non-payment of principal and interest and
in the event the Company is involved in certain insolvency
proceedings.  In the event of a default, all of the obligations of
the Company under the Note may be declared immediately due and
payable.  The Note is unsecured and all borrowings plus interest
are due six years from the date of the first advance under the
Note unless extended or renewed.  A copy of the Note is available
for free at http://is.gd/X3UYRM

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company also reported a net loss of $2.43 million on
$3.40 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.53 million on $2.71 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.62 million in total assets, $26.15 million in total
liabilities, and a $24.52 million stockholders' deficit.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.



THIRD STREET: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Third Street Treatment Partners LLC
                  aka Walking Miracles Los Angeles
                      Walking Miracles Malibu
                      Walking Miacles Treatment Center
                      Walking Miracles Recovery Centers
                      WMLA
                      Walking Miracles Foundations Inc
                4067 West Third Street
                Los Angeles, CA 90020

Bankruptcy Case No.: 11-62083

Involuntary Chapter 11 Petition Date: December 23, 2011

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

Judge: Sheri Bluebond

Petitioners' Counsel: Dean G. Rallis Jr., Esq.
                      SULMEYERKUPETZ
                      333 S. Hope Street, 35th Floor
                      Los Angeles, CA 90071
                      Tel: (213) 626-2311
                      Fax: (213) 629-4520
                      E-mail: drallis@sulmeyerlaw.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Lee McCormack                      Unpaid Compensation     $50,500
29500 Heathercliff Road, Unit 26
Malibu, CA 90265

Executive Treatment Corporation    Unpaid Professional     $40,000
23803 Harbor Vista Drive           Fees
Malibu, CA 90262

Jason Giles                        Unpaid Wages            $40,000
23803 Harbor Vista Drive
Malibu, CA 90265

Thomas Hedlund                     Unpaid Wages             $4,800
10282 Old Redwood Highway
Penngrove, CA 94951

Jerald Sallsbury                   Unpaid Wages             $4,000
2338 Watermarke Place
Irvine, CA 92612

Carolyn Rae Cole                   Unpaid Compensation      $1,500
8919 Wonderland Park Avenue
Los Angeles, CA 90046


TOWNSHIP OF WEEHAWKEN: Moody's Raises $5MM Bond Rating from 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the Township of Weehawken's
general obligation bond rating to Baa3 from Ba1, affecting $5.04
million of Moody's rated general obligation debt.

Rating Rationale

The upgrade to Baa3 from Ba1 reflects the township's structurally
improved financial operations, reduced reliance on tax
anticipation notes for cash flow, improved liquidity, continued
tax base growth and a change in managerial philosophy with
demonstrated commitment toward gaining additional financial
flexibility. The Baa3 rating also factors in heavy tax base
concentration from Hartz Mountain Corporation and an above-average
debt burden of 2.2% of equalized values.

What Could Move the Rating Up:

- Augmentation of Current Fund cash and reserve levels

- Reduced reliance on tax anticipation notes

- Tax base growth

- Surplus in annual financial operations

What Could Move the Rating Down:

- Increase in tax appeals or delinquent taxes, particularly in
  relation to Hartz companies

- Aggressive budgeting practices

- Unfavorable financial operations resulting in emergency
  authorizations or deferred charges

- Increased reliance on tax anticipation notes

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


TRUMPET PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Trumpet Properties, Inc
          dba Econo Lodge
        2200 Northlake Parkway, Suite 277
        Tucker, GA 30084

Bankruptcy Case No.: 11-35652

Chapter 11 Petition Date: December 21, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair, Jr.

Debtor's Counsel: Jesse D. Overbay, Esq.
                  HAGOOD, TARPY & COX PLLC
                  2100 Riverview Tower, Suite 2100
                  900 S. Gay Street
                  Knoxville, TN 37902
                  Tel: (865) 525-7313
                  E-mail: joverbay@htandc.com

                         - and ?

                  Thomas Lynn Tarpy, Esq.
                  HAGOOD, TARPY & COX PLLC
                  Riverview Tower, Suite 2100
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.com

Scheduled Assets: $2,558,229

Scheduled Liabilities: $2,540,180

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb11-35652.pdf

The petition was signed by Melton Harrell, president.


VITRO SAB: Appeals Court Temporarily Stops Mexican Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the victory that Mexican glassmaker Vitro SAB won
over bondholders in U.S. District Court on Dec. 28 was temporarily
put on hold Dec. 29 by the U.S. Court of Appeals in New Orleans.
The appeals court's decision means that Vitro's nonbankrupt
subsidiaries shouldn't take action to help Vitro win approval of
its bankruptcy reorganization plan in a court in Mexico.

According to the report, three judges on the Fifth Circuit in New
Orleans temporarily halted implementation of the lower courts'
decisions "to give the court more time to consider the motion for
a stay more carefully."  The appeals court didn't say when it
might rule again or whether it would summon the parties to New
Orleans for oral argument.

                           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.


WASHINGTON MUTUAL: Given Nod for $50-Mil. Settlement with U.S.
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual Inc. was given approval from the
bankruptcy judge to accept $50 million from the U.S. government in
settlement of an $83 million judgment.

The report relates that WaMu won the judgment in a lawsuit
against the government for breach for contract regarding the
capitalization of American Savings Bank FA.  WaMu had acquired the
savings bank after it had been taken over by regulators during the
1988 savings and loan crisis.

                     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 filed a Seventh Amended Plan in December 2011 to carry out a
global settlement intended to remove nearly all opposition to the
reorganization.

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.


WESTMORELAND COAL: Kemmerer Deal No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service stated that Westmoreland Coal Company's
(Westmoreland) acquisition of Kemmerer mine from Chevron Mining
Inc. for $179 million plus approximately $14 million in working
capital will likely increase leverage but is not expected to
impact the company's Caa1 corporate family rating.


* 2011 Registered 23% Fewer Chapter 11 Bankruptcies
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
Dec. 30 that according to BankruptcyData.com there were 23% fewer
bankruptcies among large companies in 2011 than in 2010.  In terms
of assets, this year's major corporate bankruptcies exceed last
year's by 17%.

BankruptcyData said that with a few days left in the year, 82
publicly held companies filed for bankruptcy protection in the
U.S., compared with 106 last year.  In term of assets, there were
more this year, with $104.2 billion, than last year's $89.1
billion.

The year 2011 was also trailing 2010 in assets until broker MF
Global Inc. and its parent filed in Chapter 11, followed by
American Airlines Inc. and its parent AMR Corp.  The two
bankruptcies put 2011 over the top by listing assets of $41
billion and $25 billion, respectively.  Including five
subsidiaries of Dynegy Inc. that filed for reorganization by
listing assets of $7.5 billion, the three bankruptcies by
themselves were responsible for about 70% of the debt of all
public companies inducted into Chapter 11 in 2011.

Mr. Rochelle notes that the trend in major corporate bankruptcies
is consistent with declining defaults. Moody's Investors Service
reported earlier this month that the global default rate on junk
debt declined to 1.8% in November, compared with 3.5% one year
earlier.

Moody's is predicting the junk-debt default rate will rise only
gradually until reaching 2.4% in November 2012.


* BOND PRICING -- For Week From Dec. 12 - 16, 2011
--------------------------------------------------

  Company             Coupon   Maturity  Bid Price
  -------             ------   --------  ---------
AMBAC INC               9.38   8/1/2011     10.50
AMBAC INC               9.50  2/15/2021     12.85
AMBAC INC               7.50   5/1/2023     10.00
AMBAC INC               5.95  12/5/2035     10.50
AMBAC INC               6.15   2/7/2087      0.50
AHERN RENTALS           9.25  8/15/2013     20.50
AMR CORP                9.00   8/1/2012     22.00
AM AIRLN PT TRST       10.18   1/2/2013     60.25
AM AIRLN PT TRST        9.73  9/29/2014     23.75
AMR CORP                6.25 10/15/2014     23.50
AMR CORP                9.00  9/15/2016     21.71
AM AIRLN PT TRST        7.38  5/23/2019     16.50
AMR CORP               10.20  3/15/2020     22.00
AMR CORP               10.15  5/15/2020     18.00
AMR CORP                9.88  6/15/2020     21.00
AMR CORP               10.29   3/8/2021     21.00
AMR CORP               10.55  3/12/2021     23.50
AMR CORP               10.00  4/15/2021     21.00
AMR CORP                9.75  8/15/2021     20.00
AMR CORP                9.80  10/1/2021     23.50
AMERICAN ORIENT         5.00  7/15/2015     49.74
AQUILEX HOLDINGS       11.13 12/15/2016     40.00
BANK NEW ENGLAND        9.88  9/15/1999     14.00
BROADVIEW NETWRK       11.38   9/1/2012     87.00
CAPMARK FINL GRP        5.88  5/10/2012     50.50
CIRCUS & ELDORAD       10.13   3/1/2012     71.00
DIRECTBUY HLDG         12.00   2/1/2017     29.25
DIRECTBUY HLDG         12.00   2/1/2017     29.00
DELTA PETROLEUM         3.75   5/1/2037     70.00
DUNE ENERGY INC        10.50   6/1/2012     90.25
DYNEGY HLDGS INC        8.75  2/15/2012     63.50
EASTMAN KODAK CO        7.25 11/15/2013     39.75
ENERGY CONVERS          3.00  6/15/2013     42.00
EVERGREEN SOLAR        13.00  4/15/2015     53.00
FAIRPOINT COMMUN       13.13   4/2/2018      4.95
FIBERTOWER CORP         9.00 11/15/2012      8.69
GREAT ATLA & PAC        5.13  6/15/2011      1.55
GREAT ATLANTIC          9.13 12/15/2011      1.00
GMX RESOURCES           5.00   2/1/2013     65.05
GMX RESOURCES           5.00   2/1/2013     64.47
GLOBALSTAR INC          5.75   4/1/2028     38.50
HAWKER BEECHCRAF        8.50   4/1/2015     20.14
HAWKER BEECHCRAF        9.75   4/1/2017      8.00
KELLWOOD CO             7.63 10/15/2017     20.00
QUICKSILVER RES         1.88  11/1/2024     99.40
LEHMAN BROS HLDG        0.25  6/29/2012     23.00
LEHMAN BROS HLDG        6.00  7/19/2012     25.05
LEHMAN BROS HLDG        5.00  1/22/2013     23.25
LEHMAN BROS HLDG        5.63  1/24/2013     25.88
LEHMAN BROS HLDG        5.10  1/28/2013     24.76
LEHMAN BROS HLDG        5.00  2/11/2013     24.25
LEHMAN BROS HLDG        4.80  2/27/2013     23.50
LEHMAN BROS HLDG        4.70   3/6/2013     25.00
LEHMAN BROS HLDG        5.00  3/27/2013     23.50
LEHMAN BROS HLDG        5.75  5/17/2013     23.60
LEHMAN BROS HLDG        4.80  3/13/2014     25.00
LEHMAN BROS HLDG        5.00   8/3/2014     23.51
LEHMAN BROS HLDG        6.20  9/26/2014     25.00
LEHMAN BROS HLDG        5.15   2/4/2015     24.30
LEHMAN BROS HLDG        5.25  2/11/2015     23.13
LEHMAN BROS HLDG        8.80   3/1/2015     24.50
LEHMAN BROS HLDG        7.00  6/26/2015     23.63
LEHMAN BROS HLDG        8.50   8/1/2015     25.50
LEHMAN BROS HLDG        5.00   8/5/2015     23.26
LEHMAN BROS HLDG        7.00 12/18/2015     23.50
LEHMAN BROS HLDG        5.50   4/4/2016     25.00
LEHMAN BROS HLDG        8.92  2/16/2017     24.38
LEHMAN BROS HLDG        6.00  2/12/2018     23.50
LEHMAN BROS HLDG        8.05  1/15/2019     21.00
LEHMAN BROS HLDG       11.00  6/22/2022     25.00
LEHMAN BROS HLDG       11.00  8/29/2022     20.00
LEHMAN BROS HLDG       11.50  9/26/2022     23.50
LEHMAN BROS HLDG        9.00 12/28/2022     21.75
LEHMAN BROS HLDG        9.50 12/28/2022     25.00
LEHMAN BROS HLDG        9.50  1/30/2023     23.50
LEHMAN BROS HLDG        9.50  2/27/2023     24.18
LEHMAN BROS HLDG       10.00  3/13/2023     25.25
LEHMAN BROS HLDG       10.38  5/24/2024     24.05
LEHMAN BROS HLDG       11.00  3/17/2028     25.25
LOCAL INSIGHT          11.00  12/1/2017     99.98
MF GLOBAL HLDGS         1.88   2/1/2016     31.00
MF GLOBAL HLDGS         6.25   8/8/2016     31.00
MF GLOBAL LTD           9.00  6/20/2038     31.50
MANNKIND CORP           3.75 12/15/2013     53.00
PMI GROUP INC           6.00  9/15/2016     20.38
PENSON WORLDWIDE        8.00   6/1/2014     40.90
POWERWAVE TECH          3.88  10/1/2027     44.50
POWERWAVE TECH          3.88  10/1/2027     43.96
RADIAN GROUP            5.63  2/15/2013     67.00
REAL MEX RESTAUR       14.00   1/1/2013     58.75
RESIDENTIAL CAP         8.50   6/1/2012     87.75
RESIDENTIAL CAP         8.50  4/17/2013     65.00
THORNBURG MTG           8.00  5/15/2013      9.75
THQ INC                 5.00  8/15/2014     42.00
TOUSA INC               9.00   7/1/2010     13.00
TRAVELPORT LLC         11.88   9/1/2016     31.40
TRAVELPORT LLC         11.88   9/1/2016     28.75
TIMES MIRROR CO         7.25   3/1/2013     30.00
TRIBUNE CO              5.25  8/15/2015     34.00
MOHEGAN TRIBAL          8.00   4/1/2012     65.00
MOHEGAN TRIBAL          6.13  2/15/2013     67.00
MOHEGAN TRIBAL          7.13  8/15/2014     38.40
MOHEGAN TRIBAL          7.13  8/15/2014     46.38
TRICO MARINE SER        8.13   2/1/2013      3.30
TRICO MARINE            3.00  1/15/2027      1.00
TEXAS COMP/TCEH        10.25  11/1/2015     35.25
TEXAS COMP/TCEH        10.25  11/1/2015     36.00
TEXAS COMP/TCEH        10.25  11/1/2015     33.15
WIN-CALL12/11           8.63   8/1/2016    104.50
WILLIAM LYONS           7.63 12/15/2012     27.50
WILLIAM LYON INC       10.75   4/1/2013     27.00
WILLIAM LYON INC        7.50  2/15/2014     27.00
WESTERN EXPRESS        12.50  4/15/2015     39.00



                           *********

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 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***