TCR_Public/120110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 10, 2012, Vol. 16, No. 7

                            Headlines

155 EAST TROPICANA: To Start Polling Creditors on Plan
1555 WABASH: Wants to Use AMT CADC & Weyerhauser Cash Collateral
1555 WABASH: Sec. 341(a) Creditors' Meeting Set for Jan. 30
4200 PAN AM: Sec. 341 Meeting of Creditors Set for Jan. 24
4200 PAN AM: Lender Asserts "Single-Asset Real Estate" Status

4KIDS ENTERTAINMENT: Aims to Keep Working With Yu-Gi-Oh Consortium
ADVANSTAR COMMS: Moody's Cuts Corp. Family Rating to 'Caa2'
ALLY FINANCIAL: Issuing $12.5 Billion Demand Notes
AMERICAN DEFENSE: Stephen Seiter Elected to Board of Directors
AMERICAN DEFENSE: Armor Technologies Holds 30.2% Equity Stake

AMERICAN DIAGNOSTIC: Willow Tree OK'd as Panel's Financial Advisor
ATLANTIC & PACIFIC: To Close 14 Stores as Part of Turnaround
ARCELORMITTAL: Union Says Algerian Subsidiary Near Collapse
BANK OF AMERICA: Defends $1.75B Claim Over Colonial Deals
BEAR MOUNTAIN: Employs Lakeland Agency as Realtor

BORDERS GROUP: Gift-Card Holders Want to File Class Claim
BOSCOV'S INC: Tannor Capital Offers 8.5% for Unsecured Claims
BURLINGTON INTERNATIONAL: Moody's Maintains 'Ba1' Bonds Rating
CARIS DIAGNOSTICS: Moody's Withdraws 'B2' Corp. Family Rating
CHESAPEAKE MIDSTREAM: Moody's Rates $600-Mil. Sr. Notes at 'Ba3'

CHRYSLER GROUP: To Add Third Shift to Detroit Plant
CITIZENS CORP: Hearing on Trustee Appointment Set for Jan. 18
CLAIRE'S STORES: Bank Debt Trades at 13% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 25% Off in Secondary Market
COACH AMERICA: Meeting to Form Creditors Committee on Jan. 13

COLONIAL BANCGROUP: Judge Vacates Bankruptcy Ruling Against FDIC
COMMERCE PARK: Voluntary Chapter 11 Case Summary
COMMONWEALTH BIOTECH: Completes Sale of Lab Space to Audaz Group
COMMUNITY TOWERS: Files Reorg Plan, Feb. 2 Disclosures Hearing Set
COMPREHENSIVE CARE: Stock Grants to CEO & Board Members Approved

COMPREHENSIVE CARE: Clark Marcus Discloses 17.8% Equity Stake
CONTECH CONSTRUCTION: Bank Debt Trades at 31% Off
COX & SCHEPP: Case Summary & 20 Largest Unsecured Creditors
DELTA PETROLEUM: NASDAQ Terminates Registration of Common Stock
DIALOGIC INC: Extends Forbearance with Wells Fargo Until Feb. 6

EASTMAN KODAK: Departures Continue as Communications Chief Leaves
EDISON MISSION: Unit Signs Transport Pact with Union Pacific
ELLINGTON CONDOMINIUM: Voluntary Chapter 11 Case Summary
ENER1 INC: Obtains Additional $2 Million Term Loan from Bzinfin
ENERGY FUTURE: Circuit Court Grants Motions for Stay of CSAPR

EXECUTIVE LIFE: Kobre & Kim Probes Potential of Short-Changing
FAIRPOINT COMMS: NH Towns May Pursue Tax Claims in State Court
FARIAS, LLC: Case Summary & 2 Largest Unsecured Creditors
GRANPA'S INC.: Voluntary Chapter 11 Case Summary
FIRSTPLUS FIN'L: To Present Plan for Confirmation on Jan. 25

FPL ENERGY: Fitch Cuts Rating on $365 Million Sr. Debt to 'BB+'
FRIENDLY ICE CREAM: Consummates Sale of Assets to Sun Capital
FUSION TELECOMMUNICATIONS: E. Greer Won't Seek Board Re-Election
GALP HIGHCROSS: Plan Outline Hearing Scheduled for Feb. 9
GARLOCK SEALING: Hearing on Plan Outline Approval Set for Jan. 26

GENERAL MARITIME: Court OKs Payment of $22MM for Critical Vendors
GENESYS GROUP: Moody's Assigns 'B2' Corporate Family Rating
GETTY PETROLEUM: U.S. Trustee Appoints 3-Member Creditors' Panel
GIORDANO'S ENTERPRISES: Court OKs Hilco as Real Estate Advisor
GLOBAL INVESTOR: Inks Subscription Agreements with Investors

HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off
HOSTESS BRANDS: May File for Bankruptcy as Soon as This Week
HOLLY MARINE: 7th Cir. Upholds $65K Payout to Bankr. Lawyer
I-S-I ENTERPRISE: Case Summary & 12 Largest Unsecured Creditors
IMAGEWARE SYSTEMS: Revelation Discloses 7.5% Equity Stake

IMPERIAL SUGAR: Deloitte & Touche Raises Going Concern Doubt
INTERNATIONAL MEDIA: Files for Chapter 11 to Sell TV Stations
INTERNATIONAL MEDIA: Case Summary & 30 Largest Unsecured Creditors
INT'L STORYTELLING: Files Proposed Chapter 11 Reorganization Plan
JAPAN AIRLINES: Faces Competition Amid $6.5B IPO Plan

JEFFERSON COUNTY: Court Says Bankruptcy Strips Receiver of Control
JEFFERSON COUNTY: Seeks to Shed Economic Development Pacts
JENNE HILL: Sec. 341 Creditors' Meeting Set for Jan. 18
JESCO CONSTRUCTION: Files for Bankruptcy Protection
JESCO CONSTRUCTION: Voluntary Chapter 11 Case Summary

LANDMARK INVESTORS: Voluntary Chapter 11 Case Summary
LAKE PLEASANT: Plan Outline Hearing Continued Until Jan. 11
LEHMAN BROTHERS: Banks Spar Over Sale Of Archstone Stake to Zell
LIBERATOR INC: Makes Available a New Online Investor Fact Sheet
LIBERATOR INC: Forecasts $4.2MM in Revenue for Fiscal Q2 2012

LIONCREST TOWERS: Plan Outline Hearing Continued Until Jan. 12
M WAIKIKI: Committee Wants Plan Exclusivity Extensions Denied
MARCO POLO: Wins Extra Month to Control Bankruptcy Proceedings
MC2 CAPITAL: Hires MacConaghy & Barnier as Attorneys
MAJESTIC CAPITAL: Plan Outline Hearing Scheduled Thursday

MCDONALD BROTHERS: Sells Substantially All Assets to Belk Building
MF GLOBAL: Freeh Withholding Docs Due to Attorney-Client Privilege
MILL CREEK: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE SPECIALTY: Adopts New Non-Qualified SERP
MOMENTIVE PERFORMANCE: To Freeze Benefits Under Pension Plan

MONTANA ELECTRIC: Jan. 24 Hearing on Doak Engagement
MRS. FIELDS: Z Capital & Carlyle Group Join Board
MT ZION: Cash Collateral Hearing Continued Until Jan. 31
NEDAK ETHANOL: Signs 7-Year Asset Management Pact with Tenaska
NEDAK ETHANOL: TNDK Agrees to Invest $5 Million

NET TALK.COM: Issues 3.4MM Common Shares Under Stock Option Plan
NEVADA CANCER: UC San Diego to Buy Institute for $18 Million
NEW MOUNT: Case Summary & 10 Largest Unsecured Creditors
NEW YORK METS: Hires CRG Partners as Turnaround Consultants
NORTEL NETWORKS: Moody's Affirms Rating on Certificates at 'C'

NORTHWESTERN STONE: Has Deal for Access to Cash for Six Months
NUTRITION 21: Files POS AM to Registration Statements on Form S-3
OPTIONS MEDIA: Issues Warrants to Buy 10 Million Common Shares
PALISADES 6300: Court OKs 120 Days of Continued Cash Access
PEARLAND SUNRISE: Court OKs Lift of Stay; Ch. 11 Case Dismissed

PELICAN ISLES: Hearing on Modified Plan Disclosures on Jan. 12
PENN CAMERA: Poor Sales Prompt Chapter 11 Bankruptcy Filing
PENN CAMERA: Case Summary & 20 Largest Unsecured Creditors
QUANTUM CORP: Soros Fund Discloses 8.3% Equity Stake
R.E. LOANS: Wants Until Feb. 1 to Propose Chapter 11 Plan

REAL MEX: Jan. 20 Bid Deadline & Jan. 26 Auction Loom
RHODE ISLAND: Moody's Reviews 'Ba1' G.O. Tax Rating Downgrade
S & L: Case Summary & 6 Largest Unsecured Creditors
SAVOY CONDOMINIUM: Voluntary Chapter 11 Case Summary
SECURITY NATIONAL: Can Access Cash Collateral Until Jan. 12

SHAMROCK-SHAMROCK INC: Wants Deal on Secured Claims Value Approved
SHANE CO: Debt Trader Allowed $1.7MM in Claims
SHARPER PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
SOFA SUPER: Closes Two Stores After Two Decades
SOTO INVESTMENTS: Voluntary Chapter 11 Case Summary

SOUTHERN MONTANA: Inks Stipulation on Cash Use Until Jan. 23
SP NEWSPRINT: Can Enter Into $25MM Credit Facility With GE Capital
SPRINGLEAF FINANCE: Bank Debt Trades at 12% Off
STEWART & STEVENSON: Moody's Raises Corp. Family Rating to 'B2'
T3 MOTION: Kelly Anderson Quits; Ki Nam Assumes Interim CFO Role

TRIDENT MICROSYSTEMS: Meeting to Form Creditors' Panel on Sunday
TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
UNIVISION COMMS: Bank Debt Trades at 11% Off in Secondary Market
VERMILION ENERGY: DBRS Confirms Issuer Rating at 'BB'
VERMILLION INC: Restructuring to Lower Cash Expenses to $12MM

VITRO SAB: Appeals Court Halts Bondholders Suit in Manhattan
VITRO SAB: Appeals Court Halts Bondholders Suit in Manhattan
WALLDESIGN INC: Case Summary & 20 Largest Unsecured Creditors
WALKING MIRACLES: Creditors Want Trustee to Replace Management
WASHINGTON LOOP: Begins Soliciting of Votes on Plan

ZAIS INVESTMENT: Anchorage Wins Court OK to Liquidate CDO

* Altman Data Shows 50+ Firms Filed Chapter 22 From 2007-2011

* Large Companies With Insolvent Balance Sheets



                            *********

155 EAST TROPICANA: To Start Polling Creditors on Plan
------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of the Hooters
Casino Hotel received approval to begin polling creditors on its
new bankruptcy-exit plan, which hinges on a sale of the Las Vegas
property.

As reported in the Troubled Company Reporter on Jan. 6, 2012, East
Tropicana LLC filed a Chapter 11 plan on Jan. 3 along with a
disclosure statement explaining how the property will be acquired
in exchange for debt by Canpartners Realty Holding Co. IV LLC, the
owner of 98.4% of the $130 million in 8.75% second-lien senior
secured notes.

In accord with an agreement approved in December by the bankruptcy
judge in Las Vegas, the plan must be approved with a confirmation
order by March 2.  If it's not, secured creditors can foreclose.

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes.  An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee.  Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent.  The first-lien obligation is fully secured.
Interest has been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


1555 WABASH: Wants to Use AMT CADC & Weyerhauser Cash Collateral
----------------------------------------------------------------
1555 Wabash LLC seeks Court authority to use certain cash and cash
equivalents that allegedly serve as collateral for claims asserted
against the Debtor and its property by AMT CADC Venture LLC as
Senior Lender, and Weyerhauser Realty Investors as Junior Lender.

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The Property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the Property.  The
Property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  The construction
of the Property was generally completed as of the middle of 2009.
At the start of construction of the Property, the Debtor had 100
contracts for the sale of residential condominiums units at the
Property.  However, only 36 of the 100 sale contracts closed.  As
of the Petition Date, the Debtor is leasing 115 of the remaining
140 residential apartment units -- roughly 82% -- to qualified
tenants, while the commercial space is presently vacant.

The cash collateral issues in the Chapter 11 case relate to the
rents generated at the Property and the funds on deposit in
accounts maintained by the Debtor.  The Senior Lender asserts a
first position mortgage lien and claim against the Property which
purportedly secures a senior mortgage debt of $42,126,967.  In
addition to its mortgage lien on the Property, the Senior Lender
asserts a security interest in and lien upon the rents being
generated at the Property.

The Junior Lender asserts a mortgage lien and claim against the
Property which secures a second subordinate mortgage debt of
$7,492,743.  In addition to its mortgage lien on the Property, the
Junior Lender asserts a security interest in and lien upon the
rents being generated at the Property.

The Debtor said it needs access to cash collateral to continue to
operate its business and manage its financial affairs and
effectuate an effective reorganization.

According to papers filed by the Debtor in court, the original
mortgage lender was seized by regulators with all loans (including
the Debtor's loan) and related assets being acquired by and
transferred to the Senior Lender.  The Debtor attempted to
negotiate a re-setting of the required sale prices for the
condominium units so as to reflect realistic values for such
condominium units in light of the economic downturn. Both the
regulators and, then, the Senior Lender refused to adjust these
sale prices.  As a result, the Debtor has been unable to sell the
condominium units (as the sale prices are grossly in excess of
that justified in the marketplace) and has turned to renting the
unsold condominiums as apartment units.

The Debtor's operational and profitability problems are
principally due to the general economic problems facing the
country over the last several years (particularly in real estate).
Despite these issues, the Debtor said it generates substantial
rental income at the Property that will serve as the basis for the
formulation and implementation of an exit strategy from the
Chapter 11 case.

In partial response to an action brought by the Debtor against its
prior mortgage lender and other mechanics lien creditors in the
Circuit Court of Cook County, Illinois, the Senior Lender filed a
counterclaim which, among other things, seeks to foreclose on the
Property.  On Dec. 22, 2011, the State Court entered an Order in
the Foreclosure appointing a receiver for the Property.

The Chapter 11 case was filed before the receiver took possession
of the Property.

The Debtor has attempted to resolve all of the issues with the
Senior Lender, thus far without success.  The Debtor intends to
continue with settlement negotiations with the Senior Lender.

A full-text copy of Wabash's 4-month budget through April 2012 is
available at http://is.gd/wWxrWI

1555 Wabash LLC filed for Chapter 11 (Bankr. N.D. Ill. Case No.
11-51502) on Dec. 27, 2011, to halt foreclosure of the property.
Judge Jacqueline P. Cox oversees the case.  David K. Welch, Esq.
-- dwelch@craneheyman.com -- at Crane Heyman Simon Welch & Clar,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and debts.
The petition was signed by Theodore Mazola, president of New West
Realty Development Corp, sole member and manager of the Debtor.


1555 WABASH: Sec. 341(a) Creditors' Meeting Set for Jan. 30
-----------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, will hold a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of 1555 Wabash LLC on Jan. 30, 2012, at 1:30 p.m. at 219
South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
in Chicago, Illinois.

The last day to object to dischargeability is March 30, 2012.

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  It filed for
Chapter 11 (Bankr. N.D. Ill. Case No. 11-51502) on Dec. 27, 2011,
to halt foreclosure of the property.  Judge Jacqueline P. Cox
oversees the case.  David K. Welch, Esq. -- dwelch@craneheyman.com
-- at Crane Heyman Simon Welch & Clar, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to $50
million in both assets and debts.  The petition was signed by
Theodore Mazola, president of New West Realty Development Corp,
sole member and manager of the Debtor.


4200 PAN AM: Sec. 341 Meeting of Creditors Set for Jan. 24
----------------------------------------------------------
The United States Trustee in Austin, Texas, will hold a Meeting of
Creditors under Sec. 341(a) of the Bankruptcy Code in the Chapter
11 case of 4200 Pan Am LLC on Jan. 24, 2012, at 1:00 p.m. at
Austin Room 118.

Proofs of claim are due in the case by April 23, 2012.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Craig A. Gargotta oversees the case, taking over from
Judge H. Christopher Mott.  Patricia Baron Tomasco, Esq. --
ptomasco@jw.com -- at Jackson Walker LLP, serves as the Debtor's
counsel.  In its petition, the Debtor listed $10 million to $50
million in assets and debts.  The petition was signed by Edward J.
Herman, manager.

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler Manufacturing Co., Inc., Furniture By
Thurston, and KLN Steel Products Company LLC.

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

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Gargotta oversees the case.  Patricia Baron Tomasco, Esq.,
at Jackson Walker LLP, serves as the Debtors' counsel.  Conway
MacKenzie, Inc., serves as financial advisor.  Each of the Debtors
estimated assets and debts of $10 million to $50 million.


4200 PAN AM: Lender Asserts "Single-Asset Real Estate" Status
-------------------------------------------------------------
Banco Popular North America asks the Bankruptcy Court to confer
"single-asset real estate" status to 4200 Pan Am LLC pursuant to
11 U.S.C. Sec. 101(51B).  In its Voluntary Petition, the Debtor
listed its "Nature of Business" as "Other".  The Debtor owns real
property and improvements on the real property, which it leases.
The Debtor has no other substantive business activity other than
ownership and operation of property that it leases to others.
These activities generate substantially all of the gross income of
the Debtor, and no substantial business is being conducted by the
Debtor on the real property other than the business of operating
the real property and activities incidental thereto.

The bank is represented by:

        Eric J. Taube, Esq.
        Mark C. Taylor, Esq.
        Morris D. Weiss, Esq.
        HOHMANN, TAUBE & SUMMERS, L.L.P.
        100 Congress Avenue, 18th Floor
        Austin, TX 78701
        Tel: (512) 472-5997
        Fax: (512) 472-5248
        E-mail: erict@hts-law.com
                MarkT@hts-law.com
                morrisw@hts-law.com

             - and -

        Joshua S. Hyman, Esq.
        Edmond M. Burke, Esq.
        CHUHAK & TECSON, P.C.
        30 South Wacker Drive, Suite 2600
        Chicago, IL 60606
        Tel: (312) 444-9300
        Fax: (312) 444-9027
        E-mail: jhyman@chuhak.com
                eburke@chuhak.com

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Craig A. Gargotta oversees the case, taking over from
Judge H. Christopher Mott.  Patricia Baron Tomasco, Esq. --
ptomasco@jw.com -- at Jackson Walker LLP, serves as the Debtor's
counsel.  In its petition, the Debtor listed $10 million to $50
million in assets and debts.  The petition was signed by Edward J.
Herman, manager.

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler Manufacturing Co., Inc., Furniture By
Thurston, and KLN Steel Products Company LLC.

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

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Gargotta oversees the case.  Patricia Baron Tomasco, Esq.,
at Jackson Walker LLP, serves as the Debtors' counsel.  Conway
MacKenzie, Inc., serves as financial advisor.  Each of the Debtors
estimated assets and debts of $10 million to $50 million.


4KIDS ENTERTAINMENT: Aims to Keep Working With Yu-Gi-Oh Consortium
------------------------------------------------------------------
4Kids Entertainment, Inc., announced that on Dec. 29, 2011, the
U.S. Bankruptcy Court for the Southern District of New York ruled
in favor of 4Kids in the first phase of the trial of the lawsuit
brought by the licensors of the Yu-Gi-Oh! property, Asatsu-DK Inc.
and TV Tokyo Corporation against 4Kids.

In its 154 page decision, the Court ruled that the Yu-Gi-Oh!
property license agreement between the Plaintiffs and 4Kids was
not effectively terminated by the Plaintiffs prior to the 4Kids'
bankruptcy filing on April 6, 2011; rather, the Yu-Gi-Oh!
Agreement remains in full force and effect and is property of the
4Kids' bankrupt estate.  In addition, the Court's opinion
carefully considered each of the Plaintiffs' nine audit findings
totaling over $4.8 million and concluded that audit findings
totaling approximately 99% of the amount claimed by the Plaintiffs
were "meritless."  The remaining two audit claims totaling
$47,825.17, which 4Kids does not dispute, were offset by the
roughly $1.8 million credit balance in favor of 4Kids as of March
24, 2011, the date that the Plaintiffs sent 4Kids the notice of
termination.

The decision also questioned the Plaintiffs' "good faith" in
purporting to terminate the Yu-Gi-Oh! Agreement on the basis of
dubious audit claims and dismissed the Plaintiffs' breach of trust
allegation against 4Kids commenting that "if anyone is the victim
of a breach of trust in this matter it is 4Kids."  The second
phase of the trial to determine the damages payable to 4Kids
arising from Plaintiffs' purported termination of the Yu-Gi-Oh!
Agreement has not been scheduled but is expected to commence as
early as the first quarter of 2012.

"We are very pleased with the Court's decision which confirms that
the Plaintiffs' purported termination of the Yu-Gi-Oh! Agreement
was wrongful and that the Plaintiffs' audit claims were baseless,"
said Michael Goldstein, interim Chairman of 4Kids.  "We are
hopeful that members of the Yu-Gi-Oh! Consortium will take note of
the Court's detailed findings and work with 4Kids to put this
matter behind us so that all parties can work together
constructively for the continued success of the Yu-Gi-Oh! brand.
We would also like to thank our many clients and business partners
for their support and understanding," concluded Mr. Goldstein.

About 4Kids Entertainment, Inc.

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


ADVANSTAR COMMS: Moody's Cuts Corp. Family Rating to 'Caa2'
-----------------------------------------------------------
Moody's Investors Service has lowered Advanstar Communications,
Inc. Corporate Family Rating (CFR) to Caa2 from Caa1 due to the
company's lack of progress in reducing leverage to a sustainable
level and the increased likelihood of the company executing a
distressed exchange. Advanstar recently received an amendment to
its term loan that allows the company to redeem debt at prices
below par value. The rating outlook is negative.

Moody's has taken these rating actions:

   Issuer: Advanstar Communications, Inc.

   -- Corporate Family Rating, Changed to Caa2 from Caa1

   -- Probability of Default Rating, Changed to Caa2 from Caa1

   -- Senior Secured First Lien Term Loan due May 2014, Changed to
      Caa2 (LGD3-48%) from Caa1 (LGD3-47%)

   Outlook, Changed to Negative from Stable

RATINGS RATIONALE

Advanstar's Caa2 Corporate Family Rating reflects the company's
high leverage of over 10x, its cyclical business profile and its
small scale. Advanstar's revenues are highly cyclical with growth
limited by the still sluggish U.S. economy. Additionally,
Advanstar's print advertising revenues face continued pressure
from electronic substitution.

Advanstar has adequate liquidity, supported by $47 million in cash
at September 30, 2011. The business requires minimal capital
investment, and the company continues to generate free cash flow.
Near term debt maturities are limited to the 1% term loan
mandatory amortization (approx. $5m annually). However, a
potential debt redemption could drastically reduce the company's
liquidity and financial flexibility and only slightly improve its
leverage and free cash flow.

The recent amendment to the terms governing its term loan allows
Advanstar to redeem debt at prices below par value. Moody's could
lower Advanstar's Probability of Default Rating (PDR) to Ca/LD if
the company decides to take this option and if Moody's viewed the
transaction as a distressed exchange. After 3 days, Moody's would
remove the LD designation and change the PDR back to an
appropriate level. Advanstar executed a similar distressed
exchange in October 2009 when it eliminated approximately $385
million of debt in exchange for equity. Given the company's
history of engaging in these transactions, its high leverage and
looming 2014 maturity, Moody's believes that exchanges at a
discount are possible in the future.

Moody's could lower Advanstar's ratings if revenue and EBITDA
deteriorate at an accelerated rate and the company is unable to
continue to produce positive free cash flow.

While unlikely, Moody's could raise Advanstar's ratings if the
company were to demonstrate the ability to realize a sustainable
long-term capital structure.

The principal methodology used in rating Advanstar Communications,
Inc was the Global Publishing Industry Methodology published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Santa Monica, California, Advanstar
Communications, Inc. ("Advanstar") is a business-to-business media
company serving customers in the fashion, powersports, licensing
and life sciences industries. The company owns and operates trade
shows, magazines and websites. Revenues for the twelve months
ended September 31, 2011 ("LTM") were approximately $224 million.


ALLY FINANCIAL: Issuing $12.5 Billion Demand Notes
--------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
issuance of $12.5 billion demand notes.

The Ally Demand Notes are designed to provide investors with a
convenient means of investing funds directly in Ally Financial
Inc.  The Demand Notes pay a floating rate of interest that is
determined each Friday by the Ally Demand Notes Committee, with
any change in the rate effective on the following Monday.  The
initial interest rate applicable to the Demand Notes and all
subsequent changes to the initial interest rate will be disclosed
in prospectus supplements filed in accordance with Rule 424(b) of
the Securities Act of 1933, as amended.  The Demand Notes are in
book-entry form and have no stated maturity.  An investor's Demand
Notes are redeemable by such investor on such investor's demand.

The Demand Notes are unsecured and unsubordinated debt obligations
of Ally Financial ranking equally with all of the Company's other
unsecured, unsubordinated obligations.  The Demand Notes are not
obligations of, or guaranteed by, any person or entity other than
Ally Financial.  Only the assets of Ally Financial are available
for the payment of principal and interest.  It is possible for
investors to lose their investment if Ally Financial is unable to
pay its obligations.

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

                        http://is.gd/kmdHhv

                       About Ally Financial

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

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

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

The Company's balance sheet at Sept. 30, 2011, showed $181.95
billion in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support.  Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern.  Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in secured
financing arrangements with ResCap of which $1.2 billion in loans
was utilized.  At Sept. 30, 2011, the hedging arrangements were
fully collateralized.  Amounts outstanding under the secured
financing and hedging arrangements fluctuate.  If ResCap were to
file for bankruptcy, ResCap's repayments of its financing
facilities, including those with Ally, could be slower.  In
addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.  In
addition, should ResCap file for bankruptcy, Ally's $331 million
investment related to ResCap's equity position would likely be
reduced to zero.  If a ResCap bankruptcy were to occur and a
substantial amount of Ally's credit exposure is not repaid to the
Company, it could have an adverse impact on Ally's near-term net
income and capital position, but Ally does not believe it would
have a materially adverse impact on Ally's consolidated financial
position over the longer term.

                         *     *     *

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMERICAN DEFENSE: Stephen Seiter Elected to Board of Directors
--------------------------------------------------------------
American Defense Systems, Inc., held its annual meeting of
stockholders on Dec. 30, 2011.  The stockholders elected Stephen
Seiter as a director, approved the ratification of the appointment
of Marcum LLP as the Company's independent auditors, did not
approve (on a non-binding basis) the compensation of the Company?s
named executive officers and voted (on a non-binding basis) in
favor of holding of an advisory vote on executive compensation
every year.

                      About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.9 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.0 million.

As reported in the TCR on April 26, 2011, Marcum LLP, in Melville,
New York, expressed substantial doubt about American Defense
Systems' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that as of
Dec. 31, 2010, the Company had a working capital deficiency of
$14.1 million, an accumulated deficit of $26.3 million, a
shareholders' deficiency of $9.8 million and cash on hand of
$428,160.


AMERICAN DEFENSE: Armor Technologies Holds 30.2% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Armor Technologies LLC and its affiliates disclosed
that, as of Dec. 29, 2011, they beneficially own 16,599,551 shares
of common stock of American Defense Systems, Inc., representing
30.2% of the shares outstanding based on 54,987,192 shares of
common stock outstanding as of Dec. 1, 2011.  A full-text copy of
the Schedule 13D is available for free at http://is.gd/jHjT5u

                       About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.9 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.0 million.

As reported in the TCR on April 26, 2011, Marcum LLP, in Melville,
New York, expressed substantial doubt about American Defense
Systems' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that as of
Dec. 31, 2010, the Company had a working capital deficiency of
$14.1 million, an accumulated deficit of $26.3 million, a
shareholders' deficiency of $9.8 million and cash on hand of
$428,160.


AMERICAN DIAGNOSTIC: Willow Tree OK'd as Panel's Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of American Diagnostic Medicine, Inc., to retain
Willow Tree Consulting Group as its financial advisors.

Willow Tree is expected to, among other things:

   -- assist the Committee and its counsel in reviewing and
   evaluating the Debtor's business plan and associated financial
   projections;

   -- assist the Committee in reviewing and evaluating the
   Debtor's liquidation analysis; and

   -- assist the Committee in analyzing preference and other
   avoidance actions.

The hourly rates of Willow Tree's personnel range from $200 per
hour for vice presidents to $500 per hour for managing directors,
although Willow Tree has agreed to use reduced rates on the
engagement such that its rates will range from $225 to $325 per
hour for the same professionals.

The Court approved the Committee's request for payment of a
$30,000 postpetition retainer to be held in trust and applied to
Willow Tree's fee and expenses.

To the best of the Committee's knowledge, Willow Tree is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
In its schedules, the Debtor disclosed $11,298,157 in assets and
$11,116,962 in liabilities as of the Petition Date.

Miriam R. Stein, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, in Chicago, Illinois, serve as the Debtor's bankruptcy
counsel.

Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois appointed three members to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of the Debtor.
Matthew E. McClintock, Esq., at Goldstein & McClintock LLC
represents the Committee as counsel.  Goldstein & McClintock
substituted K&L Gates LLP.


ATLANTIC & PACIFIC: To Close 14 Stores as Part of Turnaround
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. has filed a motion
with the U.S. Bankruptcy Court for the Southern District of New
York seeking approval to close 14 stores in four states as the
Company prepares to emerge from Chapter 11.   The store closures
are expected to be completed in the Company's fiscal first
quarter, subject to court approval.

A&P President and Chief Executive Officer Sam Martin said, "We are
continuing to take the steps necessary to position A&P to emerge
from Chapter 11 with a strong future and ensure that we remain
focused on our top priority -- providing great value and service
to our customers every day.   As part of our preparations to
emerge from Chapter 11, we have decided to close these 14
underperforming locations.   While this was a very difficult
decision that will unfortunately impact some of our customers,
partners, associates and the surrounding communities, these
actions are absolutely necessary as we continue to strengthen
A&P's operating foundation and improve our performance."

As part of the store closing process, A&P will work to facilitate
future store assignments based on associates' collective
bargaining agreements.   The Company will also encourage loyal
customers to shop at its other neighborhood stores in close
proximity to the closing store locations.

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

                   About Great Atlantic & Pacific

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

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

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

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

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

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


ARCELORMITTAL: Union Says Algerian Subsidiary Near Collapse
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Algerian
subsidiary of ArcelorMittal, the iron and steel multinational,
faces bankruptcy at its plant in El-Hadjar in the east of the
country, a union official said Thursday, Agence France-Presse
reported.

                     About ArcelorMittal

ArcelorMittal -- Http://www.arcelormittal.com/ -- is the world's
leading steel company, with operations in more than 60 countries.

ArcelorMittal is the leader in all major global steel markets,
including automotive, construction, household appliances and
packaging, with leading R&D and technology, as well as sizeable
captive supplies of raw materials and outstanding distribution
networks.  With an industrial presence in over 20 countries
spanning four continents, the Company covers all of the key steel
markets, from emerging to mature.

In 2008, ArcelorMittal had revenues of $124.9 billion and crude
steel production of 103.3 million tonnes, representing
approximately 10% of world steel output.

ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on
the Spanish stock exchanges of Barcelona, Bilbao, Madrid and
Valencia (MTS).


BANK OF AMERICA: Defends $1.75B Claim Over Colonial Deals
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Bank of America
Corp. is pressing the parent company of collapsed Colonial Bank to
pay up on nearly $2 billion of losses that stung the banking giant
when federal agencies uncovered a massive fraud scheme between
Colonial and a Florida mortgage lender.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions.  The Company serves more than 59 million
consumer and small business relationships with more than 6,100
retail banking offices, nearly 18,700 ATMs and online banking with
nearly 29 million active users.  Following the acquisition of
Merrill Lynch in January 2009, BofA is among the world's leading
wealth management companies and is a global leader in corporate
and investment banking and trading across a broad range of asset
classes serving corporations, governments, institutions and
individuals around the world.  Bank of America offers support to
more than 4 million small business owners.  The Company serves
clients in more than 150 countries.  Bank of America Corporation
stock is a component of the Dow Jones Industrial Average and is
listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

During the economic collapse in 2008, BofA received a $45 billion
bailout from the U.S. government.

On June 17, 2011, 34 individuals sought to place Bank of America
N.A. in bankruptcy by filing an involuntary Chapter 11 petition
(Bankr. D. Colo. Case No. 11-24503).  The petitioners claimed to
be owed roughly $60 million in the aggregate.  The petitioners
identified themselves in the signature pages of the Chapter 11
petition as members of either the "Independent Rights Political
Party" or the "Independent Rights Party."  The petition was
dismissed later that month.

The New York Times reported in September 2011 that lawsuits
against Bank of America related to its acquisition of Merrill
Lynch are quietly advancing in the Federal District Court in
Manhattan.  The actions were commenced by the New York attorney
general's office and by some of the largest class-action law firms
seeking about $50 billion.


BEAR MOUNTAIN: Employs Lakeland Agency as Realtor
-------------------------------------------------
Bear Mountain Ranch Holdings, LLC, fka Bear Mountain, LLC, and dba
Bear Mountain Orchards, asks for permission from the U.S.
Bankruptcy Court for the Eastern District of Washington to employ
Lakeland Agency, Inc., as a realtor.

Lakeland Agency will list market, and sell these properties owned
by the Debtors:

  (1) NNA Hawks Meadow Road, Chelan County, Washington;

  (2) NA Downie Canyon Road, Chelan County, Washington;

  (3) BMR East Hillside, Chelan County, Washington;

  (4) Lots 18-21; 61-64; 64-73 Bandera II, Chelan County,
      Washington; and

  (5) 29097 Knapp Coulee Road, Chelan County, Washington

The firm procures a buyer on the terms in the agreement; seller
will pay firm a commission of 7% of the sales price.  From the
total commission, firm will offer a cooperating member of MLS
representing a buyer a commission of 3% of the sales price.

Bear Mountain attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                 About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. -- cnickerl@dbm-law.net -- at Davidson Backman
Medeiros PLLC, serves as the Debtor's counsel.  The Debtor
disclosed $13,005,047 in assets and $4,439,811 in liabilities as
of the Chapter 11 filing.

Robert D. Miller Jr., U.S. Trustee informed the Court that he is
not appointing an official committee of unsecured creditors in the
Debtor's bankruptcy case due to the lack of entities eligible to
serve on the unsecured creditors' committee.


BORDERS GROUP: Gift-Card Holders Want to File Class Claim
---------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that attorneys representing at least two holders of $125
gift-card from Borders Group who tried to redeem the cards for
purchases during the holidays but were denied, want to form a
class of gift-card holders.  According to the report, the
attorneys said Borders neglected to tell the gift-card holders
that they'd need to file a claim against the company to get their
money back.  The attorneys are urging the bankruptcy judge to let
the gift-card holders unite and bring their claims now despite
that the June 1, 2011 deadline to bring claims has long passed.

The report notes Borders publicized the claim deadline in the New
York Times and published other case updates in The Wall Street
Journal and USA Today.  However, the attorneys argued that "The
New York Times is approximately $312/year, The Wall Street Journal
$152/year and USA Today $195/year . . .  and [t]he average
customer does not subscribe to these papers and thus, is not
likely to see these notices.  To expect a gift-card holder or
proposed class member to review these papers daily for bar date
notices and pay hundreds of dollars a year defies logic."  The
lawyers also contended that, "[a]lthough the New York Times may be
required reading for residents of Manhattan, it is not the primary
source of news for residents of most parts of the country."

The report notes Borders wrote off as cash $156.2 million in
unredeemed gift cards.

DBR says Borders attorney Andrew K. Glenn, Esq., of Kasowitz,
Benson, Torres & Friedman LLP didn't return a call seeking comment
Thursday afternoon.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

The Court confirmed the First Amended Joint Plan of Liquidation
filed by the Debtors and the Official Committee of Unsecured
Creditors at a Dec. 20, 2011 hearing.


BOSCOV'S INC: Tannor Capital Offers 8.5% for Unsecured Claims
-------------------------------------------------------------
Money management firm Tannor Capital Management, LLC, is offering
to pay 8.5% of face value for unsecured claims against Boscov's
Inc.  A document dated Dec. 30, 2011, says Tannor has sent a
proposal to creditor Coventry Retail LP to buy Coventry's
bankruptcy claim of $33,717.54 for only $2,865.99.  The offer was
set to expire Jan. 6, 2012.

Tannor Capital Management can be reached at:

         Tannor Capital Management LLC
         150 Grand Street, Suite 401
         White Plains, NY 10601
         Tel: (914) 509-5000
         Fax: (214) 299-8980
         E-mail: management@tannorparties.com

BSCV Inc., formerly Boscov's Inc., received confirmation of its
Chapter 11 plan in September 2009.  The disclosure statement
explaining the Plan estimated that between $8.4 million and
$10.4 million will be available to fund distributions to general
unsecured creditors in Class 4 under the Plan for an estimated
recovery of 6.4% to 15.74%.

                       About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11637) on Aug. 4, 2008.
Judge Kevin Gross presides over the cases.

Attorneys at Jones Day served as the Debtors' lead counsel.  The
Debtors' claims agent was Kurtzman Carson Consultants L.L.C.
Attorneys at Cooley Godward Kronish LLP, in New York, and Potter
Anderson & Corroon LLP , in Wilmington, Delaware, represented the
Debtors as co-counsel.

The Debtors changed their names to BSCV Department Store, LLC, et
al., following a sale of the assets to the Boscov family.

In its amended schedules filed with the Court on March 12, 2009,
BSCV Department Store, LLC (f/k/a Boscov's Department Store, LLC)
listed assets of $315.7 million against debt totaling
$314.6 million.  Secured creditors were owed $196.2 million.


BURLINGTON INTERNATIONAL: Moody's Maintains 'Ba1' Bonds Rating
--------------------------------------------------------------
Moody's Investors Service maintains the underlying rating for
Burlington (City of) VT Airport's revenue bonds at Ba1 with a
negative outlook. The last rating action was taken on October 13,
2010 when the ratings were downgraded to Ba1 from Baa3 and were
assigned a negative outlook.

RATINGS RATIONALE

The rating is based on the financial and operational difficulties
the airport has experienced in recent years. The declining
enplanements led to significantly low debt service coverage levels
since 2008. Additionally, the airport's low liquidity puts
downward pressure on the rating. The fundamental strength of the
Burlington economy is also incorporated in the rating, coupled
with the lack of direct competition that is likely supportive of
future increased rates and charges at the airport.

STRENGTHS

* Stable economy of City of Burlington, VT, given the large
  education and health care presence

* Diversity of the airport revenues, including significant parking
  and concession revenues aside from airline derived revenues

* Diversified airline carrier mix that minimizes passenger
  diversion to airports in Albany, NY and Manchester, New
  Hampshire

CHALLENGES

* Poor financial performance, evidenced by debt service coverage
  below rate covenant of 1.25x in FY2009 and FY2010

* Very low liquidity as measured by less than 20 days cash on hand
  in FY2011

* Low utilization ratio due to the competition within the service
  area

* Increased debt per enplanement since 2009 as a result of the
  decrease in enplanements

Outlook

The negative outlook reflects the declining enplanements as well
as the airport's need to restore its liquidity levels.

What Could Change the Rating - UP

The rating could be pressured upward if the airport improves debt
service coverage to above 1.4x (per bond ordinance) on a sustained
basis and is able to repair liquidity to a reasonable level.

What Could Change the Rating - DOWN

The rating could be pressured downward if liquidity is not
improved in a timely manner, debt service coverage remains below
the rate covenant or if enplanement declines continue at the
airport. Also, the rating could face negative pressure if leverage
increases above the current level and is not supported by
enplanements.

The principal methodology used in this rating was Airports with
Unregulated Rate Setting published in July 2011.


CARIS DIAGNOSTICS: Moody's Withdraws 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Caris
Diagnostics, Inc. (Caris) following the November 2011 acquisition
of the company by Miraca Holdings Inc. Moody's understands that
the debt of Caris was repaid in conjunction with the transaction.

These ratings have been withdrawn.

Senior secured revolving credit facility expiring 2014, B2 (LGD 3,
31%)

Senior secured term loan due 2016, B2 (LGD 3, 31%)

Corporate Family Rating, B2

Probability of Default Rating, B3

RATINGS RATIONALE

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


CHESAPEAKE MIDSTREAM: Moody's Rates $600-Mil. Sr. Notes at 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Chesapeake
Midstream Partners, L.P.'s (CHKM) proposed offering of $600
million senior notes due 2022. The proceeds of the offering will
be used to repay revolving credit facility borrowings. The
borrowings under the revolving credit facility were incurred to
fund a portion of the partnership's acquisition of Appalachia
Midstream Services, L.L.C. (AMS) from Chesapeake Energy
Corporation (Chesapeake, Ba2 positive) in late December 2011. The
rating outlook remains stable.

RATINGS RATIONALE

"The recent acquisition of Appalachia Midstream by CHKM increases
the partnership's scale and geographic diversification," commented
Pete Speer, Moody's Vice-President. "While the purchase
significantly increased CHKM's debt levels, the leverage metrics
remain well within the ranges we expected for the partnership's
existing ratings."

On December 29, 2011, CHKM acquired AMS from Chesapeake Energy for
$865 million. This acquisition adds more fee-based revenues and
provides geographical diversification and to a lesser extent,
customer diversification. The purchase price was funded with $600
million in debt and $265 million in CHKM common units. Through the
AMS acquisition CHKM will own approximately 47% of gathering
assets in the Marcellus Shale. The remaining ownership of the
assets is owned primarily by Statoil, Anadarko Petroleum, Epsilon
Energy and Mitsui & Co. AMS operates the assets under 15-year
fixed fee gathering arrangements with Chesapeake, the other owners
of the gathering assets and other Marcellus producers. Chesapeake
has committed to generating EBITDA of not less than $100 million
in 2012 and $150 million in 2013 from the acquired assets for the
benefit of CHKM.

The acquisition increases CHKM's leverage metrics from its
previously low levels but Moody's was expecting its leverage to
rise as it purchased more assets from Chesapeake. Pro forma for
the acquisition and senior notes offering, Debt/EBITDA (as
adjusted for Moody's standard adjustments) for the twelve months
ended September 30, 2011 rises to nearly 2.6x (including the $100
million of committed EBITDA for 2012) from actual leverage of 1.8x
as of that date. The pro forma leverage remains conservative
relative to similarly rated peers and below the levels that could
pressure the ratings.

CHKM's Ba2 Corporate Family Rating (CFR) reflects the business
risk benefits of its 100 percent fee-based revenues and
contractually limited volume risk. The partnership owns and
operates legacy natural gas gathering and other midstream assets
purchased from Chesapeake. These positive attributes are tempered
by the partnership's customer concentration. Chesapeake and Global
Infrastructure Partners each own 50% of CHKM's general partner in
addition to a high proportion of its limited partner common units.
Chesapeake is CHKM's largest customer, providing a substantial
majority of CHKM's revenues. Due to its dependence on and
strategic importance to Chesapeake, CHKM's rating is linked to and
will continue to be significantly influenced by Chesapeake's
credit profile.

CHKM's ratings could be upgraded if Chesapeake's ratings were
upgraded and CHKM maintains its current business risk profile
while keeping leverage (Debt/EBITDA) under 3x. Conversely, the
ratings could be downgraded if CHKM further increased its leverage
through acquisitions. Debt/EBITDA above 3.5x could pressure the
ratings. A downgrade of Chesapeake's ratings could also negatively
affect CHKM's ratings.

The Ba3 rating on the proposed $600 million senior notes reflects
both the overall probability of default of CHKM, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD 5 (72%). The
partnership has a committed $1 billion revolving credit facility
that is secured by substantially all of CHKM's assets. The new
senior notes are pari passu with the existing $350 million senior
notes due 2021, are unsecured and have subsidiary guarantees on a
senior unsecured basis. Therefore the notes are subordinated to
the senior secured credit facility's potential priority claim to
the company's assets, resulting in the notes being notched one
rating beneath the Ba2 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in rating Chesapeake Midstream
Partners was the Global Midstream Industry Methodology published
in December 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Chesapeake Midstream Partners, L.P. is a publicly traded midstream
energy master limited partnership that is jointly controlled and
majority owned by Chesapeake Energy Corporation and Global
Infrastructure Partners.


CHRYSLER GROUP: To Add Third Shift to Detroit Plant
---------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Chrysler Group LLC
confirmed it will add a third shift to its Jeep Grand Cherokee and
Dodge Durango plant in Detroit amid stronger demand for the
vehicles and in preparation for the future production of the
Maserati sport-utility vehicle.

                       About Chrysler Group

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

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

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

Fiat has a 20% equity interest in Chrysler Group.

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

                           *     *     *

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


CITIZENS CORP: Hearing on Trustee Appointment Set for Jan. 18
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on Jan. 18, 2012, at 9:00 a.m., to consider
lender Legends Bank's motion for appointment of a Chapter 11
trustee in the case of Citizens Corporation.

As reported in the Troubled Company Reporter on Dec. 9, 2011,
Tennessee Commerce Bank also requested that the Court appoint a
trustee for the Debtor.

According to Tennessee Bank, Citizen's chairman Marion E. Lowery
improperly took $3.6 million out of FiData less than two years
before bankruptcy.  The bank charged in its court filing that
Mr. Lowery used the withdrawn funds "to pay his personal
obligations."  As a result of the withdrawals, Tennessee Commerce
charged that FiData "was unable to pay creditors in a timely
manner and has been on the verge of being shut down by certain
critical vendors."

The bank said it's owed $19.2 million.  The bank said it believes
the FiData stock, representing collateral for the loan, is worth
less than the debt.  When the loan went into default, the bank
began exercising voting rights and removed the FiData board in
August.

                       About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Marion Ed Lowery, a former owner of Peoples
State Bank of Commerce of Nolensville and various other entities,
serves as chairman of the company.  He signed the Chapter 11
petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP.
Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net


CLAIRE'S STORES: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 87.13 cents-
on-the-dollar during the week ended Friday, Jan. 6, 2012, an
increase of 0.80 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
29, 2014, and carries Moody's B3 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
146 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Claire's Stores

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

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

The Company's balance sheet at Oct. 29, 2011, showed $2.81 billion
in total assets, $2.86 billion in total liabilities, and a $44.61
million stockholders' deficit.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores' senior secured bank credit
facilities to B3 from Caa1 and its Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.  All other ratings were affirmed
including Claire's Caa2 Corporate Family Rating.  The rating
outlook is positive.


CLEAR CHANNEL: Bank Debt Trades at 25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 75.18 cents-on-the-dollar during the week ended Friday, Jan. 6,
2012, an increase of 1.55 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 146 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About CC Media and Clear Channel

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

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

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

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

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.  "The
'CCC+' corporate credit rating reflects the risks surrounding the
longer-term viability of the company's capital structure ? in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion).  We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden.  In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.


COACH AMERICA: Meeting to Form Creditors Committee on Jan. 13
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Jan. 13, 2012, at 10:00 a.m. in
the bankruptcy case of Coach America.  The meeting will be held
at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington DE 19801

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

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

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

                       About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
approximately 6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.

In connection with the filing, Coach America has obtained a
commitment for $30 million of debtor-in-possession financing from
a steering committee of its existing senior lenders.  The loan was
arranged by JPMorgan Securities LLC.  JPMorgan Chase Bank N.A. is
the DIP agent.

Coach America's investment banker is Rothschild Inc., legal
counsel is Lowenstein Sandler PC, and its financial advisor is
Alvarez & Marsal North America LLC.   BMC Group Inc. is the claims
agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.


COLONIAL BANCGROUP: Judge Vacates Bankruptcy Ruling Against FDIC
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a federal judge
has vacated a bankruptcy-court ruling that allowed Colonial
BancGroup Inc. to access millions of dollars held in a disputed
account, a win for the Federal Deposit Insurance Corp., the
receiver for the holding company's former subsidiary, Colonial
Bank.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.

In June 2011, the Bankruptcy Court confirmed Colonial BancGroup's
revised Chapter 11 liquidation plan over the FDIC's objection.
Kevin O'Halloran was appointed as Plan trustee.  He has tapped
Quinn Emanuel Urquhart & Sullivan LLP to serve special litigation
and conflicts counsel.


COMMERCE PARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Commerce Park Realty 2, LLC
        207 Quaker Lane, Suite 300
        W. Warwick, RI 02893-2283

Bankruptcy Case No.: 12-10026

Chapter 11 Petition Date: January 4, 2012

Court: U.S. Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Steven J. Boyajian, Esq.
                  BOYAJIAN HARRINGTON AND RICHARDSON
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600
                  Fax: (401) 273-9605
                  E-mail: steve@bhrlaw.com

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

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

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

The petition was signed by Melissa A. Faria, manager.


COMMONWEALTH BIOTECH: Completes Sale of Lab Space to Audaz Group
----------------------------------------------------------------
On Dec. 30, 2011, Commonwealth Biotechnologies, Inc., completed
the sale of the land, office and laboratory building located at
located at 601 Biotech Drive in Chesterfield County, Virginia to
Audaz Group, LLC.

The consideration paid by the buyer consisted of (i) payment of
$3,685,000 in cash and (ii) the release (valued at $115,000) by
the buyer and its affiliates American International Biotech, LLC,
and Bostwick Laboratories, Inc., of any and all claims against the
Company.

A copy of the Purchase and Sale Agreement dated Dec. 29, 2011, is
available for free at http://is.gd/UsM1rl

About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limite.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.

On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000.  The sale closed
on April 29, 2011.  Mimotopes was deconsolidated during the second
quarter of 2011.


COMMUNITY TOWERS: Files Reorg Plan, Feb. 2 Disclosures Hearing Set
------------------------------------------------------------------
Community Towers I, LLC and its debtor affiliates submitted to the
U.S. Bankruptcy Court for the Northern District of California a
joint plan of reorganization and disclosure statement dated
Dec. 23, 2011.

The key features of the Plan include:

   -- profitable operation of the Debtors' 305,000 sq. ft. office
      complex located at 111 West Saint John Street and 111 North
      Market Street, San Jose, California;

   -- satisfaction or disallowance of claims against the Debtors;

   -- success in pursuing an action against CIBC, Inc., the
      Debtors' lender, and the objection to the claims filed by
      CIBC; and

   -- assumption of executory contracts and unexpired leases.

Pursuant to the Plan, the Reorganized Debtors will continue to
lease units in the Office Complex Property and will use cash on
hand and cash generated from business operations to perform its
obligations under the Plan.  The Debtors have projected
conservative growth in lease revenue in the business plan through
the Plan term.

The Plan classifies 8 classes of claims against the Debtors:

  * The Class 1 Allowed Secured Claim of the Santa Clara County
    Tax Collector will be paid in full when due.

  * The Class 2 Allowed Secured Claim of CIBC is dependent on the
    resolution of the CIBC Action and the objection to the claim
    filed by CIBC.  The Debtors have scheduled a CIBC claim for
    $38.9 million, while CIBC filed a secured claim for $34.1
    million and an unsecured claim for $6 million.

    The Plan provides that CIBC will retain all liens, interests
    and other encumbrances affecting property of the Debtors
    granted in favour of CIBC prior to the Effective Date to the
    extent of the Allowed Secured CIBC Claim.  The principal
    amount plus the allowed accrued interest of the Allowed
    Secured Claim of CIBC will be paid over 10 years from the Plan
    Effective Date.

  * Class 3 Allowed Priority Claims will be allowed in full.

  * Class 4 Pre-paid Rent Claims and Class 5 Lease Deposit Claims
    will receive, on the Effective Date, a credit in an amount
    equal to the allowed claim to use in the normal course of
    business; provided that if a Class 5 holder is entitled to a
    refund of any deposit pursuant to the terms of the Tenant's
    Lease Agreement, that refund will be paid in 12 monthly
    instalments.

  * Class 6 Allowed General Unsecured Claims will be paid in full,
    plus interest, in 12 monthly instalments.

  * The Class 7 Allowed General Unsecured Claims of John and
    Rosalie Feece, totalling $6.6 million, will be paid over 10
    years from the Effective Date with interest.

  * Class 8 Interests in the Debtors will remain unaltered.

On and after the Plan Effective Date, John L. Fleece will serve as
the Reorganized Debtors' chief executive officer.  He will also
manage the Reorganized Debtors' and will serve as disbursing
agent.

A copy of the Disclosure Statement is available for free at:

   http://bankrupt.com/misc/COMMUNITYTOWERS_DiscStmDec23.PDF

The Honorable Stephen L. Johnson will consider approval of the
Debtors' Disclosure Statement in a hearing set for Feb. 2, 2012,
at 1:30 p.m.

                    About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


COMPREHENSIVE CARE: Stock Grants to CEO & Board Members Approved
----------------------------------------------------------------
The Board of Directors of Comprehensive Care Corporation approved
restricted stock grants, which were granted on Jan. 4, 2012, of an
aggregate of 250 restricted shares of Series D Convertible
Preferred Stock, par value $50.00 per share, of the Company to the
Chief Executive Officer of the Company and members of the Board of
Directors.  As a condition of the grants, the recipients of the
grants surrendered for cancellation all warrants for the purchase
of Series D Stock held by them.  The restricted shares of Series D
Stock will vest on the 10th anniversary of the grant date.
Unvested shares may not be converted, assigned, transferred,
pledged or otherwise disposed of.  The restricted shares will,
however, have the voting, dividend, liquidation and other rights
of a share of Series D Stock effective from the date of grant.
After the 10th anniversary of the grant date, each share of Series
D Stock may be converted into 100,000 shares of the Company's
common stock, or an aggregate of 25,000,000 common shares.

With respect to the grants made to members of the Board of
Directors, under certain conditions the restricted shares will
immediately vest and the restrictions will lapse.

Each holder of Series D Stock is entitled to notice of any
stockholders meeting and to vote on any matters on which the
Company's common stock may be voted.  The holder of each share of
Series D Stock is entitled to cast 500,000 votes on any matters
presented to the holders of the Company's common stock.  In the
aggregate, the 250 restricted shares of Series D Stock granted
effective Jan. 4, 2012, are entitled to 125 million votes, which
represents 66.7% of all votes that could be cast as of the date of
this Current Report of Form 8-K if a matter were to come before
the holders of the Company's common stock, based on the numbers of
outstanding shares of the Company's common stock, the Company's
Series C Preferred Stock and the Series D Stock.

On Dec. 29, 2011, the Board of Directors of the Company approved a
restricted stock grant of 100 restricted shares of Series D Stock
to Clark A. Marcus, Chairman and Chief Executive Officer of the
Company, which was granted on Jan. 4, 2012.  As a condition of the
grant, Mr. Marcus surrendered for cancellation all warrants for
the purchase of shares of Series D Stock held by him.  The
restricted shares of Series D Stock will vest on the 10th
anniversary of the grant date.  The restricted shares will,
however, have the voting, dividend, liquidation and other rights
of a share of Series D Stock effective from the date of grant.
After the 10th anniversary of the grant date, each share of Series
D Stock may be converted into 100,000 shares of the Company's
stock, or an aggregate of 10,000,000 shares.  Under certain
conditions the restricted shares shall immediately vest and the
restrictions will lapse.

The Series D Stock was issued by the Company upon reliance on the
exemption from the registrations requirements of the Securities
Act of 1933, as amended, provided in Section 4(2) thereof.

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.

The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.


COMPREHENSIVE CARE: Clark Marcus Discloses 17.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Clark A. Marcus and his affiliates disclosed
that, as of Jan. 4, 2012, they beneficially own 12,570,000 shares
of common stock of Comprehensive Care Corporation representing
17.8% of the shares outstanding.  As previously reported by the
TCR on Dec. 6, 2011, Mr. Marcus disclosed beneficial ownership of
13,570,000 common shares.  A full-text copy of the amended
Schedule 13D is available for free at http://is.gd/LPLnh6

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.

The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.


CONTECH CONSTRUCTION: Bank Debt Trades at 31% Off
-------------------------------------------------
Participations in a syndicated loan under which Contech
Construction Products, Inc., is a borrower traded in the secondary
market at 69.15 cents-on-the-dollar during the week ended Friday,
Jan. 6, 2012, an increase of 0.65 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 31, 2013.  The loan is one of the biggest gainers
and losers among 146 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                 About Contech Construction

Headquartered in West Chester, Ohio, Contech Construction
Products, Inc. -- http://www.contech-cpi.com/-- makes,
distributes, and installs civil engineering products related to
environmental storm water, drainage, bridges, walls, and earth
stabilization.  Contech has dealers, distributors, or
manufacturing plants in all 50 U.S. states and a national sales
organization of more than 350 people.  Investment firm Apax
Partners owns Contech.

The TCR, on Oct. 17, 2011, reported that Standard & Poor's Rating
Services lowered its ratings on Contech Construction, including
the corporate credit rating, to 'CCC+' from 'B-'.  "At the same,
we lowered the issue-level ratings on Contech's senior secured
credit facilities to 'B-' from 'B'.  The recovery rating on these
facilities is '2', indicating that lenders could expect to receive
very high recovery (70% to 90%) in the event of a default.
Subsequently, we placed all the ratings on CreditWatch with
negative implications," S&P said.

"The downgrade and negative CreditWatch listing reflects our
assessment that continued challenging commercial construction
activity and lower-than-expected residential construction activity
are likely to continue to constrain Contech's operating results in
the near term," said Standard & Poor's credit analyst Thomas
Nadramia.  "In our view, the weak operating environment has
decreased the likelihood that Contech will be in a position to
remain in compliance with its senior secured bank credit
facilities, likely necessitating the need to seek amendments or
waivers of its covenant requirements and possibly further
restructuring of its debt obligations.  Failure to obtain waivers
could result in constrained liquidity and default under the bank
credit agreements.  The company faced more restrictive bank credit
agreement covenants which stepped down on June 30, 2011, and again
on Sept. 30, 2011."


COX & SCHEPP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cox & Schepp, Inc.
          aka Cox Schepp Construction, Inc.
        2410 Dunavant Street
        Charlotte, NC 28203
        Tel: (704) 716-2100

Bankruptcy Case No.: 12-30019

Chapter 11 Petition Date: January 5, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: David M. Grogan, Esq.
                  SHUMAKER, LOOP & KENDRICK, LLP
                  128 S. Tryon Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 375-0057
                  Fax: (704) 332-1197
                  E-mail: dgrogan@slk-law.com

                         - and ?

                  David A. Matthews, Esq.
                  SHUMAKER, LOOP & KENDRICK, LLP
                  128 South Tryon Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 375-0057
                  E-mail: dmatthews@slk-law.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 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ncwb12-30019.pdf

The petition was signed by James P. Schepp, Jr., vice president.


DELTA PETROLEUM: NASDAQ Terminates Registration of Common Stock
---------------------------------------------------------------
NASDAQ Stock Market LLC has reported on Form 25-NSE the removal
from listing and registration of the common stock of Delta
Petroleum Corp.

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

                        http://is.gd/sxD7XM

About Delta Petroleum

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
independent oil and gas company engaged primarily in the
exploration for, and the acquisition, development, production, and
sale of, natural gas and crude oil.  Natural gas comprises over
90% of Delta's production services.  The core area of its
operations is the Rocky Mountain Region of the United States,
where the majority of the proved reserves, production and long-
term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DIALOGIC INC: Extends Forbearance with Wells Fargo Until Feb. 6
---------------------------------------------------------------
Dialogic Inc. obtained a letter from Obsidian, LLC, Special Value
Expansion Fund, LLC, Special Value Opportunities Fund, LLC, and
Tennenbaum Opportunities Partners V, LP, confirming that they will
not under any circumstances accelerate the maturity date of
amounts due under the Company's Second Amended and Restated Credit
Agreement, dated Oct. 10, 2010, as amended, by and among the
Company, Dialogic Corporation, a wholly owned subsidiary of the
Company, certain other subsidiaries of the Company, and the Term
Loan Lenders, on or before Feb. 15, 2012.

On Jan. 5, 2012 Dialogic Corporation entered into an Amendment No.
2 to the Forbearance Agreement dated Nov. 14, 2011, with certain
lenders and Wells Fargo Foothill Canada ULC in connection with
that certain credit agreement, dated March 5, 2008, as amended, by
and between Dialogic Corporation, the Lenders and the Agent.
Pursuant to the terms of the Second Amendment, each of the Lenders
and the Agent agreed to forbear from exercising its rights and
remedies under the Credit Agreement, including the right to
accelerate the maturity date of amounts outstanding under the
Credit Agreement and realize on its collateral under the terms of
the Credit Agreement, with respect to certain existing and
anticipated defaults by the Company under the Credit Agreement, as
described in the Forbearance Agreement, until the earliest of (i)
Feb. 6, 2012, (ii) the occurrence of any additional Event of
Default, which for this purpose includes the exercise by any third
party of any rights or remedies against the Company, Dialogic
Corporation or any of Cantata Technology, Inc., Dialogic
Distribution Ltd., Dialogic Networks (Israel) Ltd. and Veraz
Networks LTDA, which are wholly owned subsidiaries of the Company,
or (iii) the occurrence of any Termination Event in exchange for a
release of claims by Dialogic Corporation against the Lenders and
Agent.

A full-text copy of the Second Amendment is available at:

                        http://is.gd/oZ2GPJ

                           About Dialogic

For over 25 years, Dialogic (NASDAQ: DLGC) and its subsidiaries
have been providing communications platforms and technology to
enterprise and service provider markets.  The Company's portfolio
of IP and TDM based multimedia processing and call control
technologies enables developers and service providers to build and
deploy innovative applications without concern for the
complexities of the communications medium or network.  This
empowers the Company's customers to unleash the profit from video,
voice and data for advanced networks.  For more information on
Dialogic, visit http://www.dialogic.com/


EASTMAN KODAK: Departures Continue as Communications Chief Leaves
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the spate of
executive departures at Eastman Kodak Co. continues, as Gerard
Meuchner, chief communications officer, has resigned from the
company.

                         About Eastman Kodak

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

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

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

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak hired Jones Day as legal adviser
and investment bank Lazard Ltd., but denied rumors it was filing
for bankruptcy.   It also enlisted FTI Consulting Inc.

In December, Kodak hired Sullivan & Cromwell's restructuring
practice, replacing Jones Day.

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

                          *     *     *

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

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


EDISON MISSION: Unit Signs Transport Pact with Union Pacific
------------------------------------------------------------
Midwest Generation, Edison Mission Company's subsidiary, has
entered into a multi-year agreement for the transport of coal with
the Union Pacific Railroad for a specified minimum amount of tons,
effective Jan. 1, 2012.  Additional information on Midwest
Generation's coal transportation commitments will be provided in
Edison Mission Energy's 2011 Form 10-K.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company's balance sheet at Sept. 30, 2011, showed
$9.60 billion in total assets, $6.86 billion in total liabilities
and $2.73 million total equity.

                           *     *     *

Credit ratings for EME, Midwest Generation and EMMT as of June 30,
2011, were as follows:

                  Moody's Rating     S&P Rating     Fitch Rating

EME                   Caa1             B-             CCC
(Senior Unsecured)

Midwest Generation     Ba3             B+             BB-
(First priority
senior secured)

EMMT                 Not Rated         B-             Not Rated


ELLINGTON CONDOMINIUM: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: The Ellington Condominium, LLC
        114 Washington Avenue
        Suffern, NY 10901

Bankruptcy Case No.: 12-22030

Chapter 11 Petition Date: January 5, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Douglas J. Pick, Esq.
                  PICK & ZABICKI LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007
                  E-mail: dpick@picklaw.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 Charlie Marcus Peha, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Savoy Condominium, LLC            12-22029            01/05/12


ENER1 INC: Obtains Additional $2 Million Term Loan from Bzinfin
---------------------------------------------------------------
Ener1, Inc., as borrower, Bzinfin S.A., as agent, and certain
investment funds managed by Goldman Sachs Asset Management, L.P.,
and Bzinfin, as lenders, entered into Amendment No. 2 to Loan
Agreement, dated as of Dec. 30, 2011, amending the terms of the
$4,500,000 Loan Agreement, dated as of Nov. 16, 2011.  Pursuant to
the Second Amendment, Bzinfin, in its capacity as lender, made an
additional $2,000,000 term loan to Ener1.  The Additional Loan,
like the original Loan, matures on Jan. 9, 2012, and bears
interest at LIBOR plus 7.00% per annum.  Ener1's obligations under
the Loan Agreement, as amended by the Letter Amendment and the
Second Amendment, are secured by all of the present and future
assets of Ener1, subject to certain exceptions, and guaranteed by
its subsidiaries, EnerDel, Inc., EnerFuel, Inc., and NanoEner,
Inc., which have secured their guarantees with pledges of certain
of their assets.

Ener1 utilized the proceeds of borrowings under the Additional
Loan to fund a portion of the first installment of Ener1's capital
contribution required under the Sino-Foreign Equity Joint Venture
Contract of Zhejiang Wanxiang Ener1 Power Systems Co., Ltd.,
between Ener1 and Wanxiang EV Co., Ltd., dated as of Jan. 17,
2011.  In connection therewith, Ener1 has deposited the proceeds
of the Additional Loan into the escrow account established under
the Escrow Agreement.

A full-text copy of the Amendment to Loan Agreement is available
for free at http://is.gd/kKZMmZ

                $40 Million Commitment from Wanxiang

On Dec. 30, 2011, Ener1 accepted and agreed to a Loan Commitment
from Wanxiang International Investment Corporation.  Pursuant to
the Loan Commitment, Wanxiang International agreed to provide to
Ener1 a $40,000,000 term loan in two installments of $20,000,000
each, with the first Loan Installment to be paid upon receipt of a
Floating Rate Secured Note and the second Loan Installment to be
paid on a future date as set by the Board of Directors of the
Joint Venture.  Each Loan Installment will mature on the fourth
anniversary of the date on which Wanxiang International advances
the proceeds of each such Loan Installment, and will bear interest
at a floating rate determined on the first business day of each
month equal to the prime rate plus 5.00% per annum; provided that
the applicable interest rate will not be less than 9.00%.  Ener1's
obligations under the Wanxiang Loan Agreement are non-recourse as
to the principal amount of each Loan Installment but are secured
by Ener1's equity interest in the Joint Venture.  The Note is
subject to customary events of default.

Ener1 is required to use the proceeds of the borrowings under the
Wanxiang Loan Agreement to pay a portion of its Capital
Contribution.

In conjunction with the Wanxiang Loan Agreement, Ener1, Wanxiang
International and Barack Ferrazzano Kirschbaum & Nagelberg LLP, as
escrow agent, entered into an Escrow Agreement, dated Dec. 30,
2011.  Pursuant to the Escrow Agreement, Ener1 deposited a total
of $4,000,000, which includes the proceeds of the Additional Loan,
with the Escrow Agent.

                            About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

On Aug. 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.

Ener1 in September 2011 announced that it has entered into an
agreement to restructure its 8.25% Senior Amortizing Notes with
Goldman Sachs Asset Management, L.P., and other holders of the
Notes.  Ener1 also announced that its primary shareholder, BzinFin
S.A., has extended the maturity of its $15-million line of credit
from November 2011 to July 2013.

The Company and Bzinfin S.A., on Sept. 12, 2011, entered into an
amendment to the Line of Credit Agreement dated June 29, 2011.
Under the LOC Agreement, Bzinfin established a line of credit for
the Company in the aggregate principal amount of $15,000,000, of
which approximately $11,241,000 has been borrowed by the Company.
Under the terms of the Amendment, the maturity date for the
repayment of all advances under the LOC Agreement and all unpaid
accrued interest thereon was extended to July 2, 2013, and the
interest rate at which all outstanding advances will bear interest
from and after Sept. 12, 2011, was increased to 15% per year.


ENERGY FUTURE: Circuit Court Grants Motions for Stay of CSAPR
-------------------------------------------------------------
Certain subsidiaries of Energy Future Holdings Corp. and Energy
Future Competitive Holdings Company, including Luminant Generation
Company LLC filed in the United States Court of Appeals for the
District of Columbia Circuit (i) a petition for review challenging
the Environmental Protection Agency's Cross-State Air Pollution
Rule and (ii) a motion to judicially stay implementation of the
CSAPR, in each case as applied to Texas.  A number of generation
companies, states and other parties filed similar petitions for
review and similar motions to prevent the implementation of the
CSAPR.  As promulgated, the Company's compliance with the CSAPR's
annual emissions reduction programs would have been required
beginning on Jan. 1, 2012, and the Company's compliance with the
CSAPR's seasonal emissions reduction program would have been
required beginning on May 1, 2012.

In October 2011, the EPA released proposed revisions to the CSAPR,
including increased emissions budgets for the State of Texas.
Although the EPA has conducted public hearings and received final
comments regarding the Proposed Revisions, it has not issued a
final rule addressing any revisions.

On Dec. 30, 2011, the D.C. Circuit Court granted all motions for a
judicial stay of the CSAPR in its entirety, including as applied
to Texas.  The D.C. Circuit Court's order does not invalidate the
CSAPR but stays the implementation of its emissions reductions
programs until a final ruling regarding the CSAPR's validity is
issued by the D.C. Circuit Court.  The D.C. Circuit Court's order
states that the EPA is expected to continue administering the
Clean Air Interstate Rule pending the court's resolution of the
petitions for review.  The D.C. Circuit Court ordered Luminant to
propose a briefing schedule that would allow the case to be fully
briefed by the parties and heard by the D.C. Circuit Court by
April 2012.

As a result of the D.C. Circuit Court's order, Luminant rescinded
its Notice of Suspension of Operations previously given to the
Electric Reliability Council of Texas with respect to Units 1 and
2 at its Monticello generation facility.  While the stay is in
place, Luminant expects to operate these units in the ordinary
course and to continue mining lignite at the mines that serve its
Monticello and Big Brown generation facilities.  While the legal
challenge to the CSAPR is in process, the Company intends to
continue evaluating the CSAPR, the Proposed Revisions,
alternatives for possible compliance and the expected effects on
our operations, liquidity and financial results.

The Company cannot predict (i) whether the legal challenge to the
CSAPR will be ultimately successful on the merits, (ii) when the
D.C. Circuit Court will issue a final ruling on the validity of
the CSAPR and (iii) whether the EPA will adopt the Proposed
Revisions.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                        *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


EXECUTIVE LIFE: Kobre & Kim Probes Potential of Short-Changing
--------------------------------------------------------------
Kobre & Kim LLP, a firm focusing on investigations and financial
products litigation, is examining the circumstances regarding the
potential short-changing of numerous annuity holders arising out
of the insolvency of Executive Life Insurance Company of New York
(ELNY).

In connection with the insolvency of ELNY, on Dec. 7, 2011, the
New York Liquidation Bureau (NYLB) mailed shortfall letters to
many individual ELNY structured settlement annuity beneficiaries
(SSA payees) notifying them about the proposed liquidation and
restructuring agreement filed in November, as well as the amount
of shortfall for each SSA payee. Those shortfall letters follow up
on the Sept. 1, 2011, Petition for Order of Liquidation and
Approval of Restructuring Agreement filed by the Superintendent of
Financial Services.  The Petition revealed that ELNY?s assets will
be able to cover only approximately 34% of its remaining annuity
obligations and that notwithstanding the anticipated contributions
from various guaranty associations, approximately 21% of the
annuities will have shortfalls (meaning less than the full amount
of the annuity payments will be covered). Some of those shortfalls
will be substantial, and many annuity owners have significant
exposure. This matter was initiated in Supreme Court of Nassau
County of the State of New York (Index No. 008023/1991).

Kobre & Kim LLP is working to understand the amount to which
annuity holders may be entitled under various guaranty association
acts and agreements with insurers, and is conducting an analysis
of how exposure on the shortfalls may be reduced or eliminated.
The Court has set a Jan. 16, 2012, deadline for the filing of
answering papers to the Petition for Order of Liquidation and
Approval of Restructuring Agreement.

Kobre & Kim LLP is an international litigation boutique devoted
solely to litigation and arbitrations, with a focus on insolvency
and debtor-creditor disputes, as well as financial products and
services litigation. The firm is well-known for its unique
business model ? avoiding repeat, ongoing client relationships to
maintain its independence as advocates ready to serve as special
litigation counsel against virtually any institution.

Executive Life Insurance Company (ELIC) was a large issuer of life
insurance, structured settlement annuities, group annuities, and
guaranteed investment contracts (GICs) issued to pension plans and
municipalities. A conservation order was issued for ELIC on
April 11, 1991, and a liquidation order was entered on Dec. 6,
1991.  Most of the company's policies were assumed by Aurora
National Life Insurance Company in 1993.


FAIRPOINT COMMS: NH Towns May Pursue Tax Claims in State Court
--------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland vacated a prior order
estimating tax claims filed by the cities of Claremont and
Concord, New Hampshire, in the bankruptcy case of Fairpoint
Communications, Inc.  Judge Lifland now abstains from considering
the tax claims and held that the parties are free to proceed with
their respective state court litigations.

Claremont timely filed a proof of claim against FairPoint for
$423,066 on Dec. 7, 2009.  Claremont asserts that $422,003 of the
total amount represented a priority claim for taxes or penalties
owed to a governmental unit, of which $381,156 is secured by a
property tax lien.  The remaining $1,062 represented an unsecured
claim against FairPoint for property damage to city-owned
property.

On June 15, 2010, FairPoint asked the Court to, among other
things, estimate the claims filed by certain New Hampshire
municipalities for property taxes allegedly owed on account of
FairPoint's use and occupation of public right-of-ways.  With
regard to Claremont, FairPoint objected to its proof of claim in
the full amount of $423,066, arguing that it should be estimated
only at $1,062, the unsecured amount based on property damage.
Specifically, FairPoint argues that Claremont's secured tax claim
in the amount of $422,003 should be estimated at zero on the basis
of, inter alia, equal protection issues pursuant to the New
Hampshire State Constitution.

While the towns of Hinsdale, Newmarket, Raymond, Salem, Seabrook,
Conway and Concord all filed timely objections to FairPoint's
Estimation Motion, Claremont failed to file a response before the
July 8, 2010 deadline.  On July 15, 2010, the Court held a hearing
on the Estimation Motion and on July 21, 2010, the Court entered
an order that, inter alia, estimated Claremont's claim in the
unsecured amount of $1,062.

The New Hampshire municipalities objected.  The dispute with the
other municipalities was later settled.

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. is acting as financial advisor for the Company; AlixPartners,
LLP, as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is the claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

FairPoint on Jan. 24, 2011, successfully completed its balance
sheet restructuring and emerged from Chapter 11.  As a result of
the restructuring, FairPoint reduced its outstanding debt by
roughly 64%, from roughly $2.8 billion -- including interest rate
swap liabilities and accrued interest -- to roughly $1.0 billion.
In addition, the Company has a $75 million revolving credit
facility available for working capital and general corporate
purposes.  Existing stock in the Company was cancelled and holders
did not receive any distributions.


FARIAS, LLC: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Farias, LLC
        P.O. Box 27
        Wellington, NV 89444

Bankruptcy Case No.: 12-50014

Chapter 11 Petition Date: January 4, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS-PETRONI, LTD
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-50014.pdf

The petition was signed by Ellis Farias, manager.


GRANPA'S INC.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Granpa's Inc.
        3654 Marshfield
        Chicago, IL 60609

Bankruptcy Case No.: 12-00262

Chapter 11 Petition Date: January 5, 2012

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

Judge: Pamela S. Hollis

Debtor's Counsel: Steven O. Hamill, Esq.
                  LAW OFFICES OF STEVEN O. HAMILL
                  3843 West 95th Street
                  Evergreen Park, IL 60805
                  Tel: (708) 422-8802
                  Fax: (708) 422-9168
                  E-mail: stevenolaw@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 Maria Soto, chief financial officer.


FIRSTPLUS FIN'L: To Present Plan for Confirmation on Jan. 25
------------------------------------------------------------
Judge Harlin De Wayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas approved the disclosure statement
describing the bankruptcy plan of FirstPlus Financial Group, Inc.

In an order dated Dec. 13, 2011, Judge Hale ruled that the
Disclosure Statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code, and authorized the
Debtor to begin solicitation of votes on the Plan.

The Voting Record Date is set as Dec. 9, 2011.

A hearing will be convened on Jan. 25, 2012, at 1:30 p.m. C.S.T.
to consider confirmation of the Plan.

As previously reported by The Troubled Company Reporter, Matthew
D. Orwig, as the Chapter 11 Trustee of FirstPlus Financial, filed
the disclosure statement for the first amended plan of liquidation
for the Debtor on Sept. 8, 2011, a copy of which is available at A
copy of the Disclosure Statement is available for free at:
http://ResearchArchives.com/t/s?770c

                     About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serve as counsel.  The Debtor has total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq. -- pfranklin@fslhlaw.com -- at Franklin
Skierski Lovall Hayward LLP.  Franklin Skierski was elevated to
lead counsel from local counsel in the stead of Jo Christine Reed
and SNR Denton US, LLP, due to the maternity leave of Ms. Reed.
Kurtzman Carson Consultants serve as notice and balloting agent.


FPL ENERGY: Fitch Cuts Rating on $365 Million Sr. Debt to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings on FPL Energy National
Wind, LLC's (OpCo) $365 million senior secured indebtedness due
2024 to 'BB+' from 'BBB-' and FPL Energy National Wind Portfolio,
LLC's (HoldCo) $100 million senior secured indebtedness due 2019
to 'B' from 'B+'.  The downgrades resolve the previous Negative
Outlook, due to debt service coverage ratios (DSCRs) expected to
remain considerably below original projections. The Rating Outlook
has been revised to Stable.

The downgrade reflects Fitch's expectation that revenue and
expense levels are likely to remain consistent with historical
results, which persistently have been below original projections.
Operationally, the portfolio has maintained strong availability
levels, but the higher cost structure has significantly eroded
coverage levels.  The project sponsor has confirmed that operating
costs are not expected to be reduced significantly going forward.
Wind resources significantly below historical averages will
further reduce coverage levels and may threaten the project's
ability to make all debt service payments without relying on
reserves.  Favorably, a one-year debt service reserve and $15
million O&M reserve provide significant liquidity.

2010 DSCR as calculated by Fitch was above 1.20 times (x) for the
OpCo and near breakeven for the HoldCo.  Year to date Q2'11
revenues have increased by 3% compared to the same period last
year due to increased production, supporting a stable projected
annual DSCR.  Cash was trapped for the first half 2010 payment
after the project failed to clear distribution thresholds.
Projected Opco DSCRs range between 1.00x and 1.30x through
maturity in Fitch's rating case, which uses production levels at
the low end of historical results.  Projected rating case HoldCo
DSCRs average near breakeven through maturity, suggesting a
potential reliance on liquidity reserves.  DSCRs are substantially
reduced for both debt classes following expiration of portfolio
PTC revenues in 2014.

The Opco is a portfolio of nine operating wind farms with an
aggregate capacity of approximately 533.5 MW.  Each project
company is wholly-owned by the Opco and is otherwise unencumbered
with project-level indebtedness.  All of the output of each wind
farm is committed under long term power purchase agreements with
counterparties that are unaffiliated with the Opco.  Under the
agreements, the Opco generally receives a fixed-energy price for
all energy produced by the wind farm, and the counterparty
generally pays all costs associated with transmission and
scheduling. Distributions from the Opco are the Holdco's sole
source of revenues.  The HoldCo is an indirect, wholly-owned
subsidiary of NextEra Energy Capital Holdings, Inc. 'NextEra'
(rated 'A-'/Stable by Fitch).


FRIENDLY ICE CREAM: Consummates Sale of Assets to Sun Capital
-------------------------------------------------------------
Friendly Ice Cream Corporation and its subsidiaries, the operator
of Friendly's restaurants and a nationwide distributor of ice
cream products, disclosed that the Company has successfully
emerged from its voluntary Chapter 11 by consummating the sale of
its business to Friendly's Ice Cream, LLC and its subsidiaries.

As reported in the Jan. 4, 2012 edition of the TCCR, Sun Capital
Partners Inc. got the approval from a judge to pilot its Friendly
Ice Cream Corp. out of bankruptcy on a course that will resolve
many of the restaurant chain's financial troubles.

"The completion of our financial and operational restructuring in
just over three months is a significant accomplishment.  It is a
testament to the hard work and dedication of our employees as well
as the ongoing support of our restaurant guests, franchisees,
retail customers and vendors," said Harsha V. Agadi, Chairman and
CEO of Friendly's.  "As a now better capitalized company, more
able to compete in the casual family restaurant sector, we look
forward to building on Friendly's rich 76-year-old history."

Since entering Chapter 11 in October 2011, Friendly's has
initiated a comprehensive turnaround strategy designed to improve
operations across all business segments.  Turnaround efforts
include improvements in customer satisfaction and speed of
service, menu enhancements, further partnership with new and
existing franchisees, expansion of the retail business, and other
investments in overall guest experience.

During the restructuring, the Company sought to work out more
favorable lease arrangements at a number of locations where we
believed rents did not reflect current market conditions and were
significantly impacting the viability of the restaurants.  While
Friendly's was able to successfully restructure lease agreements
for a number of these locations, unfortunately, we were unable to
reach an acceptable agreement with landlords at 37 restaurants.
Therefore, the Company has made the difficult decision to close
these Friendly's effective at the close of business on January
8th.

"We regret that this decision has become necessary, and we
appreciate the hard work and dedication of the Friendly's
employees at each of the affected locations.  We intend to
accommodate as many as possible from closed locations to nearby
operating restaurants, where available," added Mr. Agadi.

                     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.


FUSION TELECOMMUNICATIONS: E. Greer Won't Seek Board Re-Election
----------------------------------------------------------------
Evelyn Langlieb Greer notified Fusion Telecommunications
International, Inc., that she does not intend to stand for re-
election to the Company's Board of Directors.  As a result, Ms.
Greer will cease to be a director of the Company immediately
following the Company's next Annual Meeting of Stockholders, which
is currently scheduled for Feb. 27, 2012.  Ms. Greer advised the
Company that her decision not to stand for re-election was for
personal reasons and did not involve any disagreement on any
matter relating to the Company's operations, policies or
practices.  The Board of Directors intends to propose two new
director nominees for election by its stockholders at the upcoming
annual meeting, including one to fill the vacancy that will be
created by Ms. Greer's decision.

                   About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.

The Company reported a net loss of $3.54 million on $30.77 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $4.37 million on $30.46 million of revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.71 million in total assets, $14.99 million in total
liabilities, and a $10.28 million total stockholders' deficit.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.


GALP HIGHCROSS: Plan Outline Hearing Scheduled for Feb. 9
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on Feb. 9. 2012, at 9:00 a.m., to consider the
adequacy of the Disclosure Statement explaining GALP Highcross
Limited Partnership's proposed Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 3, 2012,
according to the Disclosure Statement, under the Plan, the Debtor
is in the process of arranging to fund the Plan out of: (i) new
equity (in the form of mandatory and non-mandatory cash calls on
various limited partners); and (ii) collection of related party
receivables.

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

               About GALP Waters Limited Partnership

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GARLOCK SEALING: Hearing on Plan Outline Approval Set for Jan. 26
-----------------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina will convene a hearing on
Jan. 26, 2012, at 9:30 a.m., to consider the adequacy of the
disclosure statement explaining Garlock Sealing Technologies LLC's
proposed Chapter 11 Plan.  Objections, if any, are due Jan. 19,
2012.

As reported in the Troubled Company Reporter on Dec. 2, 2011,
Garlock said in the disclosure statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to
$30 million over time.  For future claims, the trust will receive
$60 million from Garlock plus a secured promise by Garlock to
supply an additional $140 million.  The promise will be secured by
51% of Garlock's stock.

Asbestos claimants have the option of having their claims decided
through a settlement process or through litigation.  The draft
disclosure statement has blanks where the estimated amounts of
asbestos claims later will be inserted.

Unsecured creditors with $1.5 million in claims are to be paid in
full.  If confirmed, the plan will give releases to EnPro and all
subsidiaries.  Previously, Garlock said $194 million of insurance
was remaining.

Requests for copies of the disclosure statement and plan must be
directed to:

         Albert F. Durham, Esq.
         RAYBURN, COOPER and DURHAM, P.A.
         1200 Carillon
         227 W. Trade Street
         Charlotte, NC 28202

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GENERAL MARITIME: Court OKs Payment of $22MM for Critical Vendors
-----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized General Maritime
Corporation, et al., to pay or honor the critical and foreign
vendor claims in an in the aggregate amount not to exceed
$22 million.

All authorized claims will be paid either in U.S. dollars or the
applicable foreign currency used to pay the claims consistent with
the Debtors' past practices.

The Debtors are also authorized to:

   -- declare (i) a trade agreement with an individual critical or
   foreign vendor to have terminated, together with the other
   benefits to the critical or foreign vendor, on the date the
   Debtors deliver notice of default to the critical or foreign
   vendor; and (ii) any critical or foreign vendor claim paid to
   the critical or foreign vendor be deemed to have been in
   payment of then-outstanding postpetition claims of the
   critical or foreign vendor;

   -- pay all the customer claims outstanding as of the Petition
   Date, and to continue to pay customer claims in the ordinary
   course of business; and

   -- to pay prepetition obligations relating to, and to continue
   to perform their obligations under, their pooling agreements.

All applicable banks and other financial institutions are
authorized and directed to receive, process, honor, and pay any
and all prepetition wire transfer requests, checks, or drafts
issued by the Debtors and related to the payment of critical and
foreign vendor claims, the 503(b)(9) claims, the customer claims,
and any of the Debtors' obligations under the pooling agreements,
whether prior to or after the Petition Date.

The Debtors are further authorized to issue new postpetition
checks or effect new postpetition fund transfers on account of the
Critical and Foreign Vendor Claims, the 503(b)(9) claims, the
customer claims, and any of the Debtors' obligations under the
pooling agreements to replace any prepetition checks or fund
transfer requests that may be dishonored or rejected.

                      About General Maritime

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

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

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

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

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

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

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GENESYS GROUP: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of the
Genesys group -- Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) of B2, and a Ba3 rating to the senior secured
debt (expected to be $600 million). The debt will be issued by
three co-borrowers, including Greeneden U.S. Holdings II, LLC. The
rating outlook is stable. This is the first time Moody's has
assigned ratings to Genesys' debt.

RATINGS RATIONALE

The B2 CFR reflects Genesys' high financial leverage -- debt
(after standard adjustments) within the Genesys group of borrowers
and guarantors of about 5.4x trailing EBITDA -- and Moody's
expectation of moderate free cash flow relative to the debt
indicating limited ability to reduce debt quickly. Also, based on
a review of draft documents, Moody's believes that the
distribution basket in the credit agreement will permit the
company capacity to distribute cash to the sponsor's Special
Shares in the near term. Genesys would be a standalone, pure-play
software provider following its divestiture from Alcatel Lucent,
competing against the larger integrated providers (Avaya and
Cisco) in the mature contact center software market. Nonetheless,
Genesys has a relatively good market position as a result of its
long term customer relationships, and the resulting recurring
maintenance stream provides some stability to revenues.

Moody's expects Genesys will increase license revenues by at least
low single digits and total revenues by mid-single digits. As a
result, the ratings also anticipate that Genesys will deleverage
steadily through a combination of debt repayment and EBITDA growth
such that debt within the Genesys borrowing group to EBITDA is
reduced to about 4.5x within the near term. Over the coming year,
Genesys should generate Free Cash of at least $45 million (cash
from operations less capital expenditures, dividends, and required
amortization). Consistent with documentation for other, similar
transactions, Moody's anticipates that half of the Free Cash will
be required to be used for debt repayment (to be defined in the
credit agreement). However, Moody's anticipates Genesys will
refrain from distributing more than half of the remaining amount
(the portion of Free Cash, as defined, not required to be used for
debt repayment) instead using the funds for additional debt
repayment or to build the cash balance. The ratings could be
lowered if Moody's anticipates increased revenue volatility or
flat licensing revenue, if Genesys does not make steady progress
towards the leverage target or opts to make the full amount of
permitted distributions to the sponsor prior to meaningful debt
reduction. Given the initial leverage and the sizable permitted
distributions, a ratings upgrade is unlikely in the near term.

The initial debt includes $600 million of senior secured credit
facilities (the 'Senior Secured Revolving Credit due 2017' and the
'Senior Secured Term Loan due 2019', both rated Ba3/LGD3-32%) and
the $225 million of senior unsecured notes (unrated) to be issued
by co-borrowers of Greeneden U.S. Holdings II, LLC (subsidiary of
Greeneden U.S. Holdings I, LLC), Greeneden Lux 3 S.a.r.l; and
Genesys Telecom Holdings U.S., Inc. The senior secured credit
facilities benefit from upstream and downstream guarantees, which
are pari passu with the guarantees provided to the senior
unsecured notes. The Ba3 rating on the senior secured credit
facilities reflects their priority of claim in the capital
structure due to its security interest in substantially all assets
of Genesys including, among other assets, legal title to all
intellectual property.

Genesys, based in Daly City, California, provides contact center
software, including call routing, analytics, and interactive voice
response.

These ratings were assigned:

Assignments:

   Issuer: Greeneden U.S. Holdings I, LLC

   -- Probability of Default Rating, Assigned B2

   -- Corporate Family Rating, Assigned B2

   Issuer: Greeneden U.S. Holdings II, LLC

   -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD-3 /
      32)

   -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD-3 /
      32)

The principle methodology used in rating Genesys was the Global
Software Industry Rating Methodology published in May 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published in June 2009.


GETTY PETROLEUM: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Getty Petroleum.

The Creditors Committee members are:

      1. CITGO Petroleum Corporation
         1293 Eldridge Parkway
         Houston, Texas 77077
         Tel: 832-486-5551
         Attn: Stephen J. Bednar, Assistant General Counsel

      2. Nino's Auto Repair, Inc.
         1820 Richmond Road
         Staten Island, New York 10306
         Tel: 718-667-1014
         Attn: Giovanni N. Cutillo

      3. Bionol Clearfield, LLC
         c/o Alfred Thomas Giuliano, Chapter 7 Trustee
         Giuliano Miller & Co., LLC
         Berlin Business Park
         140 Bradford Drive
         West Berlin, New Jersey 08091
         Tel: 856-767-3000

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
John H. Bae, Esq. -- baej@gtlaw.com -- at Greenberg Traurig, LLP,
serves as the Debtors' counsel.  Getty Petroleum estimated $50
million to $100 million in assets and debts.  The petition was
signed by Bjorn Q. Aaserod, chief executive officer and chairman
of the board.


GIORDANO'S ENTERPRISES: Court OKs Hilco as Real Estate Advisor
--------------------------------------------------------------
Giordano's Enterprises, Inc. sought and obtained permission from
the U.S. Bankruptcy Court for the Northern District of Illinois
(Chicago) to employ Hilco Real Estate LLC, as real estate advisor.

Hilco will market and sell the Sherberth Property.  Under the
Hilco Engagement Agreement 2, the Trustee grants to Hilco the
exclusive right to market and negotiate a sale of the Sherberth
Property, upon the terms described in the Hilco Engagement
Agreement.

The exclusivity period will last for a period of 180 days after
the effective date of the Agreement.  Additionally, the
exclusivity term may be extended for successive 30-day periods
upon written agreement by Hilco and the Trustee.

Hilco's compensation is based, not upon hours worked by individual
professionals at various rates but, rather, bears a direct,
mathematical relationship to the cash its services will bring into
the Debtors' consolidated estate and, by the operation of the
Hilco Engagement Agreement, it will be paid its fees only if it
generates such cash and only out of such cash.

Ian S. Fredericks, Vice President and Assistant General Counsel of
Hilco Trading, attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GLOBAL INVESTOR: Inks Subscription Agreements with Investors
------------------------------------------------------------
To obtain funding for working capital, Global Investor Services,
Inc., entered into a Subscription Agreement with several
accredited investors on July 7, 2011, for the sale of (i)
$1,200,000 in 8% secured convertible promissory notes and (ii)
common stock purchase warrants to purchase 30,000,000 shares of
the Company's common stock.  The closing occurred on July 7, 2011,
but was deemed to be effective as of June 30, 2011.

In December 2011, to obtain additional funding for working
capital, the Company entered into Subscription Agreements with two
accredited investors on Dec. 28, 2011, and Dec. 29, 2011, for the
sale of an aggregate of (i) $200,000 in 8% Notes and (ii) Warrants
to purchase an aggregate of 5,000,000 shares of the Company's
common stock.  The two closings occurred on Dec. 28, 2011, and
Dec. 29, 2011, respectively.  As a result of the above closings,
the Company has issued $1,400,000 in Notes.

The Notes bear interest at 8%, mature two years from the date of
issuance, and are convertible into the Company's common stock, at
the Investors' option, at a conversion price of $0.02 per share.
Based on this conversion price, the Notes in the aggregate amount
of $1,400,000 excluding interest, were convertible into an
aggregate of 70,000,000 shares of the Company's common stock.

The Company may prepay the Notes only with the written consent of
the holder.  The full principal amount of the Notes is due upon
default under the terms of Notes.  In addition, the Company has
granted the Investors a security interest in substantially all of
the Company's assets and intellectual property.

The Warrants are exercisable for a period of five years from the
date of issuance at an exercise price of $0.03 per share.

The sales of the Notes were completed on Dec. 28, 2011, and
Dec. 29, 2011, respectively, with respect to an aggregate of
$200,000 of the Notes and July 7, 2011, with respect to $1,200,000
of the Notes.  As of Jan. 6, 2012, the Company is obligated on
$1,400,000 in face amount of Notes issued to the Investors.  The
Notes are a debt obligation arising other than in the ordinary
course of business which constitute a direct financial obligation
of the Company.

The Notes and Warrants were offered and sold to the Investors in a
private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities
Act of 1933 and Rule 506 promulgated thereunder.  Each of the
Investors is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.

                        About Global Investor

Orem, Utah-based Global Investor Service, Inc., was incorporated
in the state of Nevada on Aug. 1, 2005.  Effective Sept. 18, 2006,
the Company changed its name to TheRetirementSolution.com, Inc.,
and on Oct. 1, 2008, the Company changed its name to Global
Investor Services, Inc.  The Company was initially formed to
market portfolios of stocks via subscription.  In 2007, a new
chief executive officer was installed and a strategy was developed
to create and market a diverse portfolio of products and services
for the financial education and financial information industry.
This strategy included strategic acquisitions, such as the
acquisitions of Razor Data, LLC, and Investment Tools and
Training, LLC, which have provided the Company with an integrated
platform in which it can market and deliver investor education
products and investor services.  The stock symbol is GISV.

The Company reported a net loss of $9.97 million on $2.01 million
of revenues for fiscal 2011, compared with a net loss of
$7.10 million on $1.14 million of revenues for fiscal 2010.

The Company also reported a net loss of $7.07 million on
$1.09 million of total revenue for the six months ended Sept. 30,
2011, compared with a net loss of $6.86 million on $757,130 of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.14 million in total assets, $3.50 million in total liabilities,
and a $2.36 million total deficiency in stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about Global
Investor Service's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net accumulated deficiency as of
March 31, 2011.


HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off
----------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 75.47 cents-on-
the-dollar during the week ended Friday, Jan. 6, 2012, an increase
of 0.77 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 146 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.
The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                           *     *     *

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

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

In the Dec. 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Hawker Beechcraft, including the
corporate credit rating to 'CCC' from 'CCC+'.  "The downgrade
reflects Hawker's continued poor credit protection measures and
tighter liquidity resulting from declining revenues, significant
(albeit improving) losses, and weak cash generation," said
Standard & Poor's credit analyst Christopher DeNicolo.  "We have
concerns about the company's ability to maintain covenant
compliance."


HOSTESS BRANDS: May File for Bankruptcy as Soon as This Week
------------------------------------------------------------
The Wall Street Journal's Mike Spector and Julie Jargon report
that people familiar with the matter said Hostess Brands Inc. is
preparing to file for Chapter 11 bankruptcy protection as soon as
this week.

People familiar with the matter told the Journal the company has
been facing a cash squeeze amid high labor costs and rising prices
for sugar, flour and other ingredients.  Those costs together have
proved higher than the company's roughly $2.5 billion in annual
sales, creating losses and cash shortfalls, they said.

WSJ reports the company carries more than $860 million in debt.
Hostess also currently owes more than $50 million to vendors,
which have been demanding payments on shortened timeframes after
delivering goods because of Hostess's financial condition, one of
the people told the Journal.

Hostess, then known as Interstate Bakeries Corp., emerged from a
four-year bankruptcy stint in February 2009.  WSJ relates the
company's private-equity owner, Ripplewood Holdings, invested $40
million in Hostess last year to no avail.  Hedge funds Monarch
Alternative Capital, Silver Point Capital and others loaned the
company $20 million late last year, but Hostess continues to have
cash problems.

The Journal's sources said Hostess has lined up around $75 million
in debtor-in-possession financing to keep the company afloat
during bankruptcy proceedings.  Monarch, Silver Point and some
other investors have agreed to extend the DIP financing, with an
option for other senior creditors to provide parts of the loan,
the people said.

Sources also told the Journal that, while in bankruptcy, Hostess
will try to reduce debt and renegotiate labor contracts, many of
them with the International Brotherhood of Teamsters and the
Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union.  Hostess plans to file court papers soon
threatening to reject or modify labor contracts under applicable
bankruptcy rules, the people said.  Such moves provide troubled
companies a bargaining chip to try and get concessions from
unionized workers.

The Journal says a Teamsters spokesman declined to comment.  A
spokeswoman for Hostess's other main union didn't immediately
respond to a request for comment.

The WSJ sources also said Hostess pays about $100 million a year
into so-called multi-employer pension plans that cover workers at
a wide array of companies.  Hostess, whose pension plan is
underfunded by about $2 billion, wants to rescind its obligations
to that plan and start paying into a plan that only covers its own
workers, one of the people said.

People familiar with the matter also said Hostess overall carries
hundreds of separate labor contracts that the company believes
imposes cost burdens.  Hostess also wants to reduce benefits
costs.

Hostess also hopes that in bankruptcy it can attract new capital
to bring production and distribution operations up to date, one of
the people said.

In September 2011, WSJ, citing people familiar with the matter,
reported that Hostess Brands has law firm Jones Day and financial-
services firm Perella Weinberg Partners to negotiate with
creditors and attempt to rework the company's finances.  The
sources said at that time no restructuring was imminent and
Hostess had adequate cash to operate in the near term.

The Journal at that time said Hostess's creditors include General
Electric Co.'s finance arm and hedge funds Silver Point Capital
and Monarch Alternative Capital.  Silver Point and Monarch also
own equity.  The Journal's sources also noted that Silver Point,
Monarch and others loaned Hostess $20 million in August 2011.
They also said Ripplewood Holdings, the company's private-equity
owner, loaned Hostess $30 million in March and invested another
$10 million in equity in June to give the firm a cushion.

The Journal's sources also noted that Hostess has made contingency
plans for a Chapter 11 bankruptcy filing.  The sources also said
Hostess is trying to renegotiate hundreds of separate labor
contracts to lower costs and could end up seeking bankruptcy
protection to do so if unable to reach agreements with unionized
workers outside of court.

WSJ says Hostess creditors are being advised by investment bank
Lazard Ltd.

           About Interstate Bakeries nka Hostess Brands

Interstate Bakeries Corporation, now known as Hostess Brands Inc.,
is a wholesale baker and distributor of fresh-baked bread and
sweet goods, under various national brand names, including
Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R).

Interstate Bakeries and eight of its subsidiaries and affiliates
filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo.
Case No. 04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they disclosed $1,626,425,000
in total assets and $1,321,713,000 (excluding the $100,000,000
issue of 6% senior subordinated convertible notes due Aug. 15,
2014) in total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On Dec. 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed Oct. 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Interstate Bakeries emerged from Chapter 11 on Feb. 3, 2009.
Upon emergence, the Company moved its headquarters from Kansas
City, Missouri, to Dallas, Texas.  A Creditors Trust was
established under terms of the Debtors' confirmed Chapter 11 Plan.
U.S. Bank National Association was appointed as Trustee.


HOLLY MARINE: 7th Cir. Upholds $65K Payout to Bankr. Lawyer
-----------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit affirmed a
settlement in Holly Marine Towing, Inc.'s bankruptcy case that
provided a $65,000 payout to Bauch & Michaels LLC, the Debtor's
lawyers.  Scouler & Company LLC -- a creditor of the bankruptcy
estate that provided financial consulting services to Holly Marine
during the Chapter 11 bankruptcy proceedings -- challenged the
payout, arguing that a portion of those funds should have been
distributed to it and other Chapter 11 creditors.

Holly Marine Towing owned commercial tugboats and provided
towing and other marine-related services, and operated its
facility at 9320 S. Ewing in Chicago.  Holly Marine filed Chapter
11 bankruptcy on Jan. 8, 2007.  The company filed for Chapter 11
protection on Jan. 8, 2007 (Bankr. N.D. Il. Case No. 07-00266).
Paul M. Bauch, Esq., at Bauch & Michaels LLC, represented the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
more than $100 million.

On March 26, 2008, the Bankruptcy Court entered an order
converting the case to Chapter 7 Liquidation bankruptcy, where a
trustee was to take control of Holly Marine's assets, convert them
to cash, and pay creditors.

During the proceedings, a dispute arose over the sale of property
at 9320 South Ewing Avenue in Chicago, the site at which Holly
Marine operated its business.  Several competing claims to the
Ewing property surfaced.  Glenn Dawson and Holly Headland, Holly
Marine's principals, were going through a divorce, and each sought
to establish ownership interests in the property.  Separately,
Holly Marine had brought claims against Dawson for breach of
fiduciary duty and usurping corporate opportunities and sought to
have the Ewing property declared an asset of the bankruptcy
estate.

The parties reached a settlement that divided up the $911,620 from
the sale of the Ewing property.  Headland and Dawson each received
25% ($229,126.09) of the proceeds while the bankruptcy estate
received the other 50% ($458,252) through its trustee.  Dawson and
Headland paid Bauch $65,000 from their personal share of the
proceeds as part of the agreement.

Scouler moved under Federal Rule of Civil Procedure 59 to amend
the bankruptcy court order.  The bankruptcy court, however, denied
the motion and Scouler appealed to the district court, arguing
that the settlement violated the Bankruptcy Code's rule of
priorities and that it was not in the best interest of the estate.
The district court disagreed, affirming the bankruptcy court's
order.  The Seventh Circuit found no error on the part of the
district court.

A copy of the Seventh Circuit's Jan. 6, 2012 decision is available
at http://is.gd/vuQV6afrom Leagle.com.


I-S-I ENTERPRISE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: I-S-I Enterprise, LLC
        149 Keystone Drive
        Asheville, NC 28806

Bankruptcy Case No.: 12-10010

Chapter 11 Petition Date: January 5, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $4,417,550

Scheduled Liabilities: $3,167,469

The Company?s list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-10010.pdf

The petition was signed by Imran Alam, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Imran Alam                            11-10880            09/14/11


IMAGEWARE SYSTEMS: Revelation Discloses 7.5% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Revelation Special Situations Fund Ltd disclosed that,
as of Dec. 20, 2011, they beneficially own 3,500,000 shares of
common stock and warrants to purchase up to 1,750,000 shares of
common stock of ImageWare Systems, Inc., representing 7.54% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/9JHVqT

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


IMPERIAL SUGAR: Deloitte & Touche Raises Going Concern Doubt
------------------------------------------------------------
Imperial Sugar Company filed on Jan. 6, 2012, its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2010.

Deloitte & Touche LLP, in Houston, Texas, expressed substantial
doubt about Imperial Sugar's ability to continue as a going
concern.  The independent auditors noted that the Company's
operating losses, pension plan contributions and capital
expenditures have consumed a significant amount of the Company's
liquidity.  "As a result, the Company could trigger the
applicability of the financial covenants and other restrictions
under the credit agreement for which it will need to seek a waiver
from its lenders in order to avoid an event of default under the
credit agreement."

"While the minimum availability levels under the [the Company's
revolving] credit agreement have not been breached, future cash
needs, including capital expenditures, pension contributions and
margin requirements of the commodity futures program, as well as
the need to fund possible future operating losses in the event
current margin pressures continue, the Company's borrowing
availability in fiscal 2012 and beyond may be reduced to levels
that would trigger the applicability of the financial covenants
and other restrictions under the credit agreement," the Company
said in the filing.

"In such an event, it is possible that the Company will not be in
compliance with such covenants and will need to seek a waiver from
its lenders in order to avoid an event of default under the credit
agreement.  There is no assurance that such a waiver will be
obtained from our lenders or that the lenders would not condition
a waiver on the Company's agreement to terms that could materially
limit the Company's ability to make additional borrowings or that
could be otherwise disadvantageous."

The Company reported a net loss of $53.4 million on $848.0 million
of net sales for fiscal 2011, compared with net income of
$136.9 million on $908.0 million of net sales for fiscal 2010.

Fiscal 2010 includes $278.5 million of insurance recoveries and
$33.2 million of gains on derivative contracts intended to hedge
2011 raw sugar costs.

The Company's balance sheet at Sept. 30, 2011, showed
$490.4 million in total assets, $329.0 million in total
liabilities, and stockholders' equity of $161.4 million.

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

                       http://is.gd/mTbSdG

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


INTERNATIONAL MEDIA: Files for Chapter 11 to Sell TV Stations
-------------------------------------------------------------
International Media Group Inc. and six affiliates filed petitions
for Chapter 11 bankruptcy in Wilmington, Delaware (Bankr. D. Del.
Lead Case No. 12-10140) on Jan. 9, 2012.

International Media operates television station KSCI-TV (Channel
18) Long Beach, California, KUAN-LP (Channel 48) Poway,
California, and KIKU-TV (Channel 19) Honolulu, Hawaii.   The non-
network affiliated stations focus on the large Asian markets of
Southern California and Hawaii, and offer programming in Chinese,
Korean, Filipino, Vietnamese, English and Japanese.

Dennis J. Davis, CRO for the Debtors, explained that the Company
experienced significant declines in paid programming rates and
spot advertiser rates.  As a result, the Company was not able to
meet the minimum required financial tests under the debt covenant
provisions.  Starting April 2009, the Debtors entered into
forbearance agreements with lenders, but the seventh forbearance
agreement was not extended when it reached maturity in May 31,
2011.

As of Jan. 9, 2012, the Debtors owe $77.3 million on a first lien
debt, including $67 million on a term-loan.  Fortress Credit Corp.
serves as agent.

The Debtors say they commenced the Chapter 11 cases to conduct a
sale of their business as a going concern under 11 U.S.C. Sec.
363(a).

The Debtors tapped Houlihan Lokey Capital, Inc., in October to
market the Debtors' assets.  Houlihan has contacted 92 potential
buyers.  The firm will continue marketing the assets postpetition.

Landis Rath & Cobb LLP is the bankruptcy counsel.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

The Debtors have filed typical first day motions, including a
request for joint administration of the Chapter 11 cases, motions
to pay prepetition wages and benefits of employees, and to
continue their customer programs.

The secured lenders have agreed to grant the Debtors access to
cash collateral to fund the marketing process and pay
administrative expenses following the closing of the sale of the
assets.

The Debtors are presenting to the bankruptcy court proposed
auction rules under which NRJ TV II LLC, an entity owned by the
first lien lender, will be the stalking horse bidder.

Unless outbid at the auction, the prepetition lenders will acquire
the assets in exchange for a credit bid of $45 million, will
assume certain liabilities, and fund the "carve-out".

The parties contemplate an auction and sale hearing in March.


INTERNATIONAL MEDIA: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: International Media Group, Inc.
        1990 S. Bundy Drive
        Suite 850
        Los Angeles, CA 90025

Bankruptcy Case No.: 12-10140

Debtor-affiliate that filed separate Chapter 11 petition:

        Debtor                          Case No.
        ------                          --------
        AMG Intermediate LLC            12-10141
        Asianmedia Group LLC            12-10142
        KHAI, Inc.                      12-10144
        KHLS, Inc.                      12-10145
        KSCI, Inc.                      12-10146
        KSLS, Inc.                      12-10147

Type of Business: International Media Group, Inc. owns and
                  operates multi-lingual television
                  broadcasting stations including KSCI-TV
                  Channel 18 and KIKU-TV Channel 20 in the
                  U.S.

Chapter 11 Petition Date: January 9, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Debtors'
Counsel:     William E. Chipman, Jr., Esq.
             LANDIS RATH & COBB LLP
             919 Market Street, Suite 1800
             Wilmington, DE 19801
             Tel: (302) 467-4400
             Fax: (302) 467-4450
             E-mail: chipman@lrclaw.com

Debtors'
Investment
Bankers:     HOULIHAN LOKEY CAPITAL, INC.

Debtors'
Claims
Agent:       EPIQ BANKRUPTCY SOLUTIONS LLC

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The petition was signed by Dennis J. Davis, chief restructuring
officer.

International Media Group, Inc.'s List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cox Radio, Inc.                    Trade Debt         $62,812

Douglas Emmett Mgmt. LLC           Trade Debt         $58,271

SBS International Inc.             Trade Debt         $43,139

Skadden, Arps, Slate, Meagher      Trade Debt         $27,458
& Flom

Neilsen Media Research             Trade Debt         $18,333

SBC AT&T                           Trade Debt         $17,136

Tokyo Broadcasting System Inc.     Trade Debt         $16,995

Wide Orbit                         Trade Debt         $16,360

NHK Enterprises, Inc.              Trade Debt         $14,375

Innovative Productions             Trade Debt         $14,081

Spectrasite Communications         Trade Debt         $13,513

CNN Newsource Sales                Trade Debt         $13,336

ASCAP                              Trade Debt         $13,156

BMI                                Trade Debt         $11,542

Sanlih E-Television Co., Ltd       Trade Debt          $9,600

StorerTV, Inc.                     Trade Debt          $8,346

Charter Media-LA                   Trade Debt          $7,000

Collins Computing                  Trade Debt          $6,863

TV Asahi                           Trade Debt          $6,800

Chryon Corp.                       Trade Debt          $4,563

Weather Central                    Trade Debt          $4,260

Press Association Inc.             Trade Debt          $3,459

CREI Inc.                          Trade Debt          $3,200

Matthew Kim/Key Media              Trade Debt          $3,150

Joy Hayomoto                       Trade Debt          $3,141

Tiger Direct                       Trade Debt          $2,733

Dynacom Studio, Inc.               Trade Debt          $2,625

American Express                   Trade Debt          $2,562

Julia Walker                       Trade Debt          $2,513

Dell Marketing L.P.                Trade Debt          $2,509


INT'L STORYTELLING: Files Proposed Chapter 11 Reorganization Plan
-----------------------------------------------------------------
Sue Guinn Legg at Johnson City Press reports that the
International Storytelling Center has filed a proposed plan of
reorganization that includes the surrender of its iconic building,
continuation of its annual storytelling festival and year-round
Teller in Residence programs.

According to the report, the reorganization plan also includes the
reappointment of Jimmy Neil Smith as ISC president emeritus with
consulting, development and marketing duties and no input into the
center's financial management.  The center is a key tourism driver
in the Tri-Cities.

The report relates that the plan involves proposals for ISC's
repayment of approximately $155,000 in priority and secured debts
owed for taxes and professional services to be made over a five-
year period and a total repayment of $225,000 on $1.75 million to
$2 million in unsecured debt owed to a total of 34 creditors to be
made over a three-year period.

The report, citing the plan, says unsecured debt includes the
$1.311 million balance on ISC's $2.6 million debt to Rural
Development after the surrender of its building, and $123,000 owed
to Bank of America on the bank's purchase of $482,000 in a bond
series issued by Jonesborough's Industrial Development Board, in
Tenn., for the ISC building in 2002.

The report notes an additional $5.7 million claim filed against
ISC in April by the National Storytelling Network was dismissed by
the bankruptcy court on Dec. 15, 2011, after NSN failed to respond
to ISC's motion for the claim's dismissal.

According to the report, the reorganization plan and a financial
disclosure statement that sets out its proposed terms of repayment
was filed in U.S. Bankruptcy Court in Knoxville, Tenn. on Dec. 29,
2011, and amended on Dec. 30, 2011, one day before ISC's court
mandated Dec. 31, 2011, filing deadline.  Both documents are
available for review by ISC creditors who, according to the plan,
should file objections before a confirmation hearing to be
conducted by bankruptcy court or within 30 days after the plan's
confirmation by the court.

The report says only creditors whose claims are modified by the
plan in either principal owed, interest or length of time of
repayment, including Rural Development, Washington County, the
town of Jonesborough, the Tennessee Department of Revenue, Bank of
America and other unsecured creditors, will be allowed to vote
whether to accept or reject the plan.

According to the report, the plan provides that an "unofficial
agreement" between ISC and Rural Development that has allowed ISC
to continue to occupy the building in exchange for its payment of
maintenance costs, utilities, taxes and insurance, will continue
through June 30 at which time ISC will vacate the building.  If
Rural Development objects to ISC's continued occupancy or requests
an extended period of occupancy by ISC, the plan states ISC will
negotiate a mutually agreeable date to vacate or continue to
occupy the building.

The report notes that, following its surrender of the building,
the plan calls for ISC to operate from its offices in the
neighboring Chester Inn and to focus exclusively on the production
of its annual storytelling festival and its year-round Teller in
Residence program.

According to the report, until the plan's confirmation, ISC's
financial management will remain under the control of a three-
member financial committee appointed to administer ISC's business
upon its Chapter 11 bankruptcy filing on Dec. 31, 2010.  Within 12
to 18 months of the plan's confirmation, the board will hire a new
chief operating officer to replace Smith who resigned from the
position on Jan. 1, 2011, and who will assume a new role as ISC
president emeritus. Smith will be responsible for ISC "development
and marketing and the delivery of new programs, products and
services to advance the ISC and the art of storytelling."

Until the new CEO is hired, the ISC governing board will provide
financial oversight for ISC operations with "day-to-day management
and implementation" by ISC Financial Director Susan Reaves and
Programs Director Susan O'Connor.  Smith will continue to assist
the board in functions related to the bankruptcy proceedings and
"transition activities" following its emergence from bankruptcy,
the report adds.

Based in Jonesborough, Tennessee, International Storytelling
Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No.
10-53299) on Dec. 31, 2010.  Judge Marcia Phillips Parsons
presides over the case.  Mark S. Dessauer, Esq., at Hunter, Smith
& Davis, represents the Debtor.  The Debtor both estimated assets
and debts between $1 million and $10 million.


JAPAN AIRLINES: Faces Competition Amid $6.5B IPO Plan
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that as Japan Airlines
Co. looks to raise more than $6.5 billion in a relisting of its
shares in the autumn, market players say it will need more than
just leaner operations to compete against budget carriers and
other new players.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated
companies.  JAL International Co. Ltd. is a wholly owned
operating subsidiary of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co.,
Ltd. and JAL Capital Co., Ltd., on Jan. 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization Jan. 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in New
York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company estimated
debts at $28 billion.

In November 2010, Japan Airlines reached a basic agreement with
its major creditor banks on new loans of JPY284.9 billion.  The
airline's rehabilitation plan was approved by the Tokyo District
Court at the end of the month.


JEFFERSON COUNTY: Court Says Bankruptcy Strips Receiver of Control
------------------------------------------------------------------
Bankruptcy Judge Thomas B. Bennett denied motions filed by The
Bank of New York Mellon, as the Indenture Trustee for holders of
warrants issued by Jefferson County, Alabama; and John S. Young,
Jr. LLC, as receiver of Jefferson County's sewer system
properties, asking the Bankruptcy Court to:

     (1) abstain "from taking any action to interfere with"
         the Alabama state court receivership case for Jefferson
         County's sewer system,

     (2) determine that the automatic stays of 11 U.S.C.
         Sections 362(a), 922(a) do not apply to the Alabama
         receivership case or the receiver,

     (3) hold that Mr. Young is entitled to continue as receiver
         of Jefferson County's sewer system properties, and

     (4) modify the automatic stays of Sec. 362(a) or Sec. 922(a)
         should they apply to the Alabama receivership case or
         the receiver so the receivership proceedings may continue
         unabated by Jefferson County's chapter 9 bankruptcy.

The motions were either joined in or are supported by Syncora
Guarantee Inc., Financial Guaranty Insurance Company, Assured
Municipal Corporation, JP Morgan Chase Bank N.A., Bank of America
N.A., Blue Ridge Investments, LLC, and a liquidity bank group
comprised of Bank of Nova Scotia, Societe Generale, New York
Branch, State Street Bank and Trust Company, Lloyds TSB Bank PLC,
Regions Bank, and The Bank of New York Mellon.

In a Jan. 6, 2012 Memorandum Opinion available at
http://is.gd/oE0D7rfrom Leagle.com, Judge Bennett ruled that
simultaneous with and automatically on the filing of the County's
chapter 9 case, the real and personal properties constituting its
sewer system were no longer in the possession or custody of the
Alabama receivership court.  Instead, exclusive jurisdiction over
these properties resides with the Bankruptcy Court.

Judge Bennett noted that "one of the more difficult acquired legal
skills is choosing the appropriate time to ask for what is
desired."  In this case, the Indenture Trustee, the Receiver, and
those joining them were too quick to seek stay modification.

Judge Bennett explained that under Alabama's receivership law and
comparable federal and state laws on receiverships, a court
appointed receiver of the kind appointed in the Alabama
receivership case holds all properties for the appointing court
and has no interest in the properties held.  Neither does the
receivership court, other than for holding the properties in
custodia legis.  This applies to Mr. Young as Receiver.  According
to Judge Bennett, the Receiver, at best, holds the County's sewer
system for the Bankruptcy Court, not another court.

Judge Bennett also held that, with one exception, the automatic
stays of 11 U.S.C. Sec. 362(a) and 11 U.S.C. Sec. 922(a) prevent
the Indenture Trustee and the Receiver from taking further actions
in the Alabama receivership case and with respect to the County's
sewer system properties.  The exception is that set forth in 11
U.S.C. Sec. 922(d) for pledged special revenues and their
application to payment of debts secured by revenues generated by
the County's sewer system.  Section 922(d)'s reference to pledged
special revenues refers to all revenues against which the
Indenture Trustee has been granted a lien under the loan documents
by and between it and the County, and includes those in possession
of the Indenture Trustee and the Receiver on the date of filing of
the County's bankruptcy case, all that were in the possession or
control of the County as of the filing of its bankruptcy, and all
revenues against which the Indenture Trustee holds a lien that are
received by the Indenture Trustee, the Receiver, or the County
from on and after it filed bankruptcy.  Therefore, the automatic
stays of Sec. 362(a) and Sec. 922(a) are inapplicable to the
pledged special revenues.

For the post-bankruptcy period, Judge Bennett said the contested
pledged special revenues should be continually paid to the
Indenture Trustee for the benefit of the warrant holders
consistent with the contractual requirements.  There is one
qualification.  To the extent that the pledged special revenues
are insufficient to cover the necessary operating expenses of the
County's sewer system as referenced in 11 U.S.C. Sec. 928(b), the
judge said the amount of the pledged special revenues otherwise
payable to the Indenture Trustee will have to be reduced.

Judge Bennett further ruled that the all of the abstention
requests that the Bankruptcy Court cede jurisdiction over the
County's bankruptcy case or over all matters involving the Alabama
receivership case and the Receiver are denied.  At this time, so
too are the requests for modification of the automatic stays
requested by the Indenture Trustee, the Receiver, and the parties
joining in their requests.  Judge Bennett explained that the "at
this time" qualifier to the stay modification denial is important.
It does not preclude a future, justifiable request.

According to Judge Bennett, subsequent stay modification requests
are available to parties should the County not take the necessary
actions to maintain the improvements wrought during the Receiver's
tenure and go forward to address the various other matters that
need further action, including appropriate revenue enhancements,
be it by a rate increase or by some other manner.  Should the
County fail to do what it needs to in the context of its
bankruptcy case, this Court will consider future, warranted, and
properly supported requests for stay modification.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.


JEFFERSON COUNTY: Seeks to Shed Economic Development Pacts
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Jefferson County,
Ala., leaders want to walk away from tax-break promises it made to
business owners who agreed to expand their operations within the
Alabama county's limits, in a move to further cut costs in the
debt-crippled area.

A separate DBR Daily Bankruptcy Review relates that the county won
back control of its ailing sewer system, marking a major victory
for county leaders who are trying to restructure the county's
massive debt load as part of its Chapter 9 bankruptcy case.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.


JENNE HILL: Sec. 341 Creditors' Meeting Set for Jan. 18
-------------------------------------------------------
The United States Trustee in Kansas City, Missouri, will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy
case of Jenne Hill Townhomes, L.L.C., on Jan. 18, 2012, at 4:00
p.m. at US Courthouse, Jury Assembly Rm., 80 Lafayette St., in
Jefferson City, Missouri.

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., filed for
Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129) on Dec.
22, 2011.  The Company estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.  The
petition was signed by Fredd Spencer, manager.  Judge Dennis R.
Dow presides over the case.  Bryan Bacon, Esq. --
bryan@vanmatre.com -- at Van Matre Harrison Hollis & Taylor P.C.,
serves as the Debtor's counsel.


JESCO CONSTRUCTION: Files for Bankruptcy Protection
---------------------------------------------------
Dow Jones' DBR Small Cap reports that Jesco Construction Corp., a
Mississippi company that specializes in disaster response and was
part of the Hurricane Katrina cleanup, among others, filed for
Chapter 11 bankruptcy protection.


JESCO CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: JESCO Construction Corporation
        a Delaware Corporation
        46 Flint Creek Road
        Wiggins, MS 39577

Bankruptcy Case No.: 12-50014

Chapter 11 Petition Date: January 5, 2012

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Katharine M. Samson

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  587 Highland Colony Pkwy.
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: cmgeno@hjglawfirm.com

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

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

The petition was signed by John E. Shavers, president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


LANDMARK INVESTORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Landmark Investors 7, LLC
        950 Avonoak Terrace
        Glendale, CA 91206

Bankruptcy Case No.: 12-10329

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd Ste 120
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

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

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

The petition was signed by Alicia Vanian, president of manager.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
In re Landmark Investors 2, LLC        12-10321   01/04/2012


LAKE PLEASANT: Plan Outline Hearing Continued Until Jan. 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued until Jan. 11, 2012, at 9:00 a.m. the hearing to
consider adequacy of Lake Pleasant Group, LLP's proposed
Chapter 11 Plan.

As reported in the Troubled Company Reporter on July 25, 2011, the
Debtors' schedules list Johnson Bank as a creditor with a total
claim in the approximate amount of $19.4 million secured by a
first position lien on the Properties.  Lake Pleasant's schedules
list unsecured creditors in the amount of $151,000, and DLGC's
schedules list unsecured creditors in the amount of $190,000.

The Debtors are in the process of seeking a rezoning of the
Properties to Mixed Used-Recreational Vehicle Resort and
Commercial to allow a luxury oriented recreational-vehicle resort
with approximately 1,512 spaces to exist on the Properties.  The
DLGC Property will also include a 22-acre commercial site which
will allow the opportunity for supporting retail and two R.V.
storage parcels, as ancillary uses to help support the RV resort
and the surrounding areas.

The Debtors and Pensus Cholla Hills RV Resort LLC have entered
into the Sales Agreement which provides for the sale of the
Properties to Pensus, for not less than $23 million.  The Sale of
the Properties will be conditioned upon the Properties being
rezoned as set forth above.  The Sale will result in all creditors
being paid in full on their allowed claims.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/lakepleasant.DS.pdf

                       About Lake Pleasant

Phoenix, Arizona-based Lake Pleasant Group, LLP, was formed for
the purpose of purchasing and developing 244 acres of real
property located near State Route 74 and Old Lake Pleasant Road in
Peoria, Arizona.  The partnership filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011.
In its schedules, Lake Pleasant Group disclosed assets of
$15,780,263 and liabilities of $10,301,552 as of the Petition
Date.

Affiliate DLGC II, LLC, simultaneously filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-10174).  DLGC owns 210
acres of real property located near State Route 74 and Old Lake
Pleasant Road in Peoria, Arizona.  DLGC also owns interests in
Lake Pleasant Water Company and Lake Pleasant Sewer Company.  DLGC
has valued these interests at $1,313,511 in its schedules.  Mark
W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC,
in Phoenix, Ariz., represent the Debtors as counsel.  Earl Curley
& Lagarde PC serves as special zoning counsel; and Morrill &
Aronson, P.L.C. as special counsel for DLGC with respect to
certain condemnation litigation brought by the Arizona Department
of Transportation, which is pending in the Maricopa County
Superior Court as case number CV2010-015022.


LEHMAN BROTHERS: Banks Spar Over Sale Of Archstone Stake to Zell
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Lehman Brothers
Holdings Inc. sparred in court with Bank of America Corp. and
Barclays PLC over the future of the Archstone apartment company if
a big stake in the firm ends up in the hands of its biggest rival,
Sam Zell's Equity Residential.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LIBERATOR INC: Makes Available a New Online Investor Fact Sheet
---------------------------------------------------------------
Liberator, Inc., announced availability of a new online investor
fact sheet.

"Maintaining our mission of keeping investors informed with the
latest developments at the company, we are releasing our new fact
sheet," said Louis Friedman, President and CEO of Liberator, Inc.
"The sexual health and wellness category is expected to see
significant growth with many of the largest mainstream retailers,
pharmacies and on-line stores such as Walgreens.com and
VitaminShoppe.com beginning to embrace the shift in consumer
behavior toward mainstream sexual products.  As a pioneer in the
sexual wellness movement, Liberator is poised to benefit from the
projected rapid expansion of this dynamic industry."

The investor fact sheet provides a clear overview of the Liberator
business model and the Company's growth potential, and is a great
resource for both existing shareholders and prospective investors
alike.

A full-text copy of the investor fact sheet is available at:

                        http://is.gd/2JAiUy

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.64 million in total assets, $5.44 million in total liabilities,
and $1.19 million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LIBERATOR INC: Forecasts $4.2MM in Revenue for Fiscal Q2 2012
-------------------------------------------------------------
Liberator, Inc., announced record revenue guidance for its fiscal
2012 second quarter period, ending Dec. 31, 2011.

Based on a preliminary assessment of the fiscal Q2 2012 financials
for Liberator, which will be finalized mid-February and announced
through a 10-Q filing with the SEC, Liberator expects to report
its highest levels of revenue to date through its OneUp
Innovations, Inc., subsidiary in comparison to its historical pro
forma quarterly results.  In order to provide consistent
comparison across periods, these pro forma revenues exclude
revenue generated from the company's former Web Merchants
subsidiary, which was sold effective Oct. 1, 2011.

The company's preliminary record revenue guidance is as follows:

  -- Fiscal Q2 2012 projected revenue of $4.2 million vs. $3.7
     million for Q2 2011, equating to a 14% revenue increase over
     the prior year comparable quarter.

"Liberator is pleased to announce our record-setting revenue
guidance for our second fiscal quarter of 2012," said Louis
Friedman, President and CEO of Liberator, Inc.  "We believe that
our business model, which focuses on the emerging sexual health
and wellness industry, is validated by these exceptionally strong
top-line revenue metrics and we believe our proactive sales
initiatives and increased awareness in mainstream retail channels
will prove invaluable as we strive to further improve our
revenues, gross margins and, ultimately, create long term value
for our shareholders."

Ron Scott, CFO at Liberator added, "Our fiscal second quarter is
typically one of the strongest sales periods of the year due to
the increased gift-giving of Liberator gear that occurs throughout
the holidays, and this year certainly did not disappoint.  We are
pleased with our preliminary figures for the second fiscal quarter
and look forward to sharing our full financial results next month.
Until then, Liberator is poised to continue to benefit from the
rising demand of sexual wellness products in the United States and
around the world as mainstream adoption continues to take hold."

Liberator participates in the rapidly growing worldwide market of
sexual wellness, which is the movement toward personal sexual
health and the mainstream acceptance of products that were
previously only sold in adult stores.  Evolving from its iconic
Liberator shapes, the Company combines form with function to
produce contemporary furniture and accessories for bedroom play,
as well as products for major retailers which embrace the sexual
wellness category of products.  Realizing the importance of brand
awareness, the Company continues to be at the forefront of
aligning the Liberator brand with mainstream consumers, having
appeared in movies and TV shows such as Meet the Fockers, Burn
after Reading and The Real Housewives of Atlanta, in addition to
popular magazines and periodicals like Maxim, Playboy,
Cosmopolitan, Men's Health and Forbes.

                       About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.64 million in total assets, $5.44 million in total liabilities,
and $1.19 million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LIONCREST TOWERS: Plan Outline Hearing Continued Until Jan. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until Jan. 12, 2012, at 10:30 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining Lioncrest
Tower. LLC's proposed Chapter 11 Plan.

As reported in the Troubled Company Reporter on Aug. 22, 2011, the
Debtor's Disclosure Statement explains that, under the Debtor's
Chapter 11 plan of reorganization, secured creditor Wells Fargo,
owed $29.5 million, will be paid in full.  It will be paid in
monthly installments of interest for five years, plus four annual
principal repayments of $300,000 each, with payment of the unpaid
balance at the end of the fifth year.  Unsecured creditors will
also be paid in full in quarterly installments with interest over
one year.  Unsecured creditors are expected to recover $38,917
plus interest at 5%.  Equity owners will receive no distribution
but will retain its ownership interest.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.


M WAIKIKI: Committee Wants Plan Exclusivity Extensions Denied
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of M Waikiki, LLC, asks the U.S. Bankruptcy Court for the
District of Hawaii to deny the Debtor's motion for exclusivity
extension.

As reported in the Troubled Company Reporter on Dec. 23, 2011, the
Debtor asked the Court to extend its exclusive periods to file and
solicit acceptances of a plan of reorganization through and
including Sept. 30, 2012, and Nov. 30, 2012, respectively.

According to the Committee, further delay in the case will be
costly for the estate in terms of administrative expenses and
could ultimately damage the prospects of unsecured creditors from
realizing a return from the value of the hotel.

The Committee is represented by:

         James A. Wagner, Esq.
         Chuck C. Choi, Esq.
         Allison A. Ito, Esq.
         WAGNER CHOI & VERBRUGGE
         745 Fort Street, Suite 1900
         Honolulu, HU 96813
         Tel: (808) 533-1877
         Fax: (808)566-6900
         E-mail: jwagner@hibklaw.com
                 cchoi@hibklaw.com
                 aito@hibklaw.com

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
atMoseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MARCO POLO: Wins Extra Month to Control Bankruptcy Proceedings
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Marco Polo Seatrade BV won
an extra 30 days to engineer a restructuring plan without the
threat of rival proposals, as it continues to negotiate with
senior lenders who originally wanted to push the company out of
bankruptcy.

                         About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, serve as the Debtors' bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as notice and claims agent.

The petition noted that the Debtors' assets and debt are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Blank Rome LLP as its
attorney.

Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.


MC2 CAPITAL: Hires MacConaghy & Barnier as Attorneys
----------------------------------------------------
MC2 Capital Partners, LLC, asks for permission from the U.S.
Bankruptcy Court for the Northern District of California to employ
MacConaghy & Barnier, PLC, as its attorneys.

Upon retention, the firm will, among other things:

   (a) advise Debtor regarding matters of bankruptcy law;

   (b) represent Debtor in proceedings or hearings in the
       Bankruptcy Court; and

   (c) assist Debtor in the preparation and litigation of
       appropriate applications, motions, adversary proceedings,
       answers, orders, reports and other legal papers.

John H. MacConaghy attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's hourly rates are:

   Personnel
   ---------
  John H. MacConaghy              $450
  Jean Barnier                    $350
  Monique Jewett-Brewster         $325

Prior to the filing of the petition for relief, MacConaghy &
Barnier, PLC was paid a retainer in the amount of $200,000.00, of
which $129,697.93 was advanced by Mr. Monahan and the balance was
paid by the Debtor, all of which was duly disclosed on counsel?s
2016(b) statement.

                         About MC2 Capital

MC2 Capital Partners, LLC, based in San Rafael, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14366)
on Dec. 1, 2011.  Judge Alan Jaroslovsky presides over the case.
John H. MacConaghy, Esq. -- macclaw@macbarlaw.com -- at MacConaghy
and Barnier, PLC, presides over the case.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debts.

The Debtor's Manager is Monahan Pacific Corporation.  Thomas
Monahan -- an officer and director of Monahan Pacific Corporation
and the holder of 95% of the LLC equity interests in the Debtor --
signed the petition.  He has been appointed as responsible
individual for the Debtor.


MAJESTIC CAPITAL: Plan Outline Hearing Scheduled Thursday
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 12, 2012, at 11:00 a.m. to consider
adequacy of the Disclosure Statement explaining Majestic Capital
Ltd., et al.'s proposed Plan of Liquidation dated Nov. 18, 2011.

As reported in Troubled Company Reporter on Dec. 15, 2011, the
Plan was designed to facilitate the orderly wind-down of the
Debtors and their two non-debtor insurance company affiliates.

The wind-down will be implemented by the establishment of 6
Liquidating Trusts (one for each of the six jointly administered
Debtors), and the appointment of a Liquidating Trustee to, among
other things, liquidate the Assets of each Liquidating Trust,
resolve disputed claims, and distribute funds to Allowed Claim
Holders.

The Debtors believed that the wind-down may take several years to
finalize, partly because of the numerous disputed and unliquidated
claims asserted against the Debtors.  Approximately 2,300 proofs
of claim have been filed against the Debtors, asserting claims in
an aggregate nominal amount of more than $1 billion.  Many of
these claims are duplicative or derivative, and appear to be
substantially overstated, according to Majestic Capital.

A copy of the proposed disclosure statement, dated as of Nov. 18,
2011, is available for free at:

       http://bankrupt.com/misc/majesticcapital.dkt184.pdf

                      About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.   The Debtors
retained Murphy & King, P.C. as their general bankruptcy counsel
and Genova & Malin as their local counsel.  The Debtors tapped
Michelman & Robinson, LLP, as special counsel, and Day Seckler,
LLP, as accountants and financial advisors.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MCDONALD BROTHERS: Sells Substantially All Assets to Belk Building
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina authorized McDonald Brothers, Inc., to sell substantially
all of its assets to Belk Building Supply, LLC.

Belk Building submitted the only bid for the sale assets and thus
the prevailing bidder.  The Court ordered that the provision in
the sale procedures order regarding the breakup fee is deemed moot
as there were no competing bids.

The Debtor and Belk Building executed a First Amendment to asset
purchase agreement dated Nov. 7, 2011, making a non-material
modification, and a second amendment to APA dated Dec. 7, to
reflect a price adjustment for certain fixed assets that were
carved out from the sale.

The APA contemplates an estimated aggregate purchase price of
$3,169,234, which is allocated to the sale assets on the following
basis:

   a. $1,400,000 for the real property;

   b. $850,000 for the accounts receivable, which reflects the
   parties' estimate of 85% of accounts receivable that Belk
   Building will collect and remit to BB&T during the four month
   period following closing;

   c. $635,000 for the inventory, which reflects the parties'
   estimate of 25% of the inventory cost as will be calculated at
   closing;

   d. $284,234 for the personal property.

As reported in the Troubled Company Reporter on Nov. 15, 2011,
pursuant to the asset purchase agreement:

   1. Belk will exercise commercially reasonable efforts to
collect the accounts receivable.  Belk will pay to or for the
benefit of the Debtor 85% of the accounts receivable collected
during the four month period following the closing. T he Debtor
estimates that Belk will recover approximately $1 million, and
therefore will pay approximately $850,000 to or for the benefit of
the Debtor for the accounts receivable.  Any of the accounts
receivable not collected at the end of the collection period will
be automatically assigned back to or as directed by the Debtor.

   2. Belk will purchase the Inventory for 25% of the "cost value"
of the inventory, which is expected to result in a purchase price
of approximately $635,000.  Simultaneously with the closing, Belk
will conduct a count of the Inventory to precisely determine the
sales price.

   3. Certain executory contracts or leases to be assumed and
assigned to Belk at closing, including specifically the lease
between the Debtor (as lessor) and Keith Black Rental and Trading
Company, LLC (as lessee) for a portion of the property located at
2401 US Hwy 1, Southern Pines, North Carolina.

   4. All of the accounts receivable, inventory and real property
constitute BB&T Collateral, and after payment of the senior lien
in favor of the Moore County Tax Collector the remaining net
proceeds from the sale of those assets will be applied to BB&T's
secured claim, (as of the Petition Date, the outstanding
principal, interest and fees owed under the Branch Banking and
Trust Company Term Loan and the Revolver Loan totaled
approximately $4,434,000 and $2,446,600, respectively).

   5. The remainder of the purchase price for the Personal
Property will be applied to the payment of the allowed secured
claims of:

   a. Ford Motor Credit Company.
   b. BB&T Equipment Finance.
   c. Navistar Financial Corporation.

   6. After payment of secured claims as provided above, the
estate will receive approximately $200,000 in unencumbered
proceeds from the sale of the personal property.

The Debtor also seeks authority to release to BB&T at closing all
of the Debtor's accounts receivable that are not sold or assigned
to the Buyer, well as any accounts receivable that are assigned
back to the Debtor at the termination of the Collection Period.

In addition, the Debtor seeks authority for the assumption and
assignment of leases or executory contracts as may be specifically
identified by the buyer in advance of the closing, including
specifically the lease with Keith Black Rental and Trading Company
for a portion of the property located at 2401 US Hwy 1, Southern
Pines, NC.

                     About McDonald Brothers

McDonald Brothers, Inc., in Southern Pines, North Carolina, is a
building materials and services supplier that has been a family-
owned and operated business since 1885.  It has three business
operations in North Carolina located in the towns of Southern
Pines, Siler City, and West End.  It sells its products and
services throughout the south-central region of North Carolina and
northeastern South Carolina.  Over the past few years, its
business has declined as a result of the depressed real estate
market and the recession.

McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 11-81363) on Aug. 22, 2011.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel
Hill, N.C., serve as the Debtor's counsel.  In its schedules, the
Debtor disclosed $10,540,708 in assets and $10,138,358 in
liabilities.


MF GLOBAL: Freeh Withholding Docs Due to Attorney-Client Privilege
------------------------------------------------------------------
Scott Patterson and Aaron Lucchetti, writing for The Wall Street
Journal, report that Louis Freeh, the former Federal Bureau of
Investigation director who was appointed bankruptcy trustee of MF
Global Holdings Ltd., has declined to turn over some documents to
investigators trying to determine what happened to an estimated
$1.2 billion in missing customer funds.  The Journal says Mr.
Freeh has asserted attorney-client privilege in deciding not to
release certain documents to the Commodity Futures Trading
Commission, according to his office and other people familiar with
the matter.

The CFTC, one of the failed firm's regulators, is aiding the
investigation into what became of the missing MF Global customer
funds.

WSJ notes that the conflict is among several that have erupted
among various investigators looking into the collapse of MF
Global.  The disputes are complicating efforts to learn how the
firm lost the customer funds and to return the money to its
owners, say people familiar with the investigation, which has
entered its third month.  According to the Journal, a person
familiar with the probe said regulators worry the dispute with Mr.
Freeh's office could slow their investigation.

WSJ reports a spokesman for Mr. Freeh's office responded in an
email to The Wall Street Journal that the trustee's team isn't
aware that "our initial desire to preserve the attorney-client
privilege has hampered" the investigation.

"To the extent that the authorities express concerns to us that
the effort to preserve the attorney-client privilege is hampering
their investigations, we, of course, would be willing to discuss
the issue with them and would be inclined to waive" the privilege,
the spokesman for Mr. Freeh's office said.

WSJ says a spokesman for the CFTC declined to comment.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MILL CREEK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mill Creek Country Club, Inc.
        P.O. Box 234
        Otto, NC 28763

Bankruptcy Case No.: 12-20002

Chapter 11 Petition Date: January 4, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $1,565,295

Scheduled Liabilities: $5,937,205

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-20002.pdf

The petition was signed by Kevin L. Bell, president.


MOMENTIVE SPECIALTY: Adopts New Non-Qualified SERP
--------------------------------------------------
Momentive Specialty Chemicals Inc., on Dec. 31, 2011, adopted a
new non-qualified Supplemental Executive Retirement Plan.  The
Company will provide an annual contribution of 5% of eligible
earnings above the IRS limit for contributions to a qualified
pension plan, for executives eligible for participation in the
SERP, which will be unfunded.  The first contribution to the SERP
will be made in the second quarter of 2012.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company also reported net income of $165 million on $4.05
billion of net sales for the nine months ended Sept. 30, 2011,
compared with net income of $161 million on $3.42 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.12
billion in total assets, $5 billion in total liabilities and a
$1.87 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOMENTIVE PERFORMANCE: To Freeze Benefits Under Pension Plan
------------------------------------------------------------
The Momentive Performance Materials Inc. Supplementary Pension
Plan was amended and restated to freeze plan benefits effective
Dec. 31, 2011, and make certain other changes to the plan.  The
Amended SPP also grandfathers certain executives who do not yet
meet all the eligibility requirements as of Dec. 31, 2011,
provides for vesting of participants in the event of an
involuntary termination of employment without cause prior to age
60, and prohibits amendments to the plan that would reduce accrued
or unvested benefits.  Forty-four current and former executives of
the Company currently have accrued pension benefits under the
Amended SPP.

In addition, effective as of Jan. 1, 2012, the Company adopted a
new non-qualified supplemental executive retirement plan for
certain of its executives and other highly compensated employees.
The Company will provide an annual contribution of 5% of eligible
earnings above the IRS limit for contributions to a qualified
pension plan for employees eligible for participation in the SERP,
which will be unfunded.  The first contribution to the SERP will
be made in the second quarter of 2013.

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company also reported a net loss of $45 million on $2.04
billion of net sales for the fiscal nine-months period ended
Sept. 30, 2011, compared with net income of $26 million on $1.91
billion of net sales for the fiscal nine-month ended Sept. 26,
2010.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
billion in total assets, $3.99 billion in total liabilities and a
$625 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MONTANA ELECTRIC: Jan. 24 Hearing on Doak Engagement
----------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that a hearing to consider Jon Doak's application to
represent Southern Montana Electric Generation and Transmission
Cooperative Inc. is scheduled for Jan. 24 in the U.S. Bankruptcy
Court in Butte.  The hearing was postponed in December.

Ms. Gleason relates the battle to unseat Mr. Doak as Southern
Montana's bankruptcy attorney continued Friday, with a creditor in
the case and member of the Southern Montana co-op claiming it's
Mr. Doak's fault that its trustee was disallowed from an October
meeting.  DBR notes Beartooth Electric Cooperative's trustee,
Arlen Boyd, wasn't allowed to participate "upon Doak's
recommendation" that three other trustees vote against her
participation, Beartooth said in court documents.

The board of trustees is composed of a representative from each of
the six members of the Southern Montana co-op, and Ms. Boyd was
appointed to represent Beartooth.  But on Oct. 21, when Southern
Montana declared bankruptcy, she wasn't allowed to attend the
meeting, the objection said.  Two trustees representing
Yellowstone Valley Cooperative Inc. and the city of Great Falls,
Mont., left the meeting in protest, saying the three members who
voted against allowing Boyd to participate were "acting
illegally," Ms. Boyd said in a sworn statement.

DBR notes Yellowstone Valley, the largest member of the Southern
Montana co-op, and Great Falls also have objected to Mr. Doak's
representation of Southern Montana in its Chapter 11 bankruptcy
case.  Yellowstone Valley stated that:

     -- Mr. Doak represents a separate cooperative owned by
        four members of the Southern Montana Cooperative called
        SME.  (Yellowstone Valley and Great Falls aren't a part
        of the SME co-op.)  This representation is a conflict of
        interest; and

     -- Mr. Doak is a creditor in Southern Montana's bankruptcy
        because of he is owed legal fees from that
        representation, meaning he's not a "disinterested party"
        as required.

According to the report, Southern Montana called Yellowstone's
objection another chapter in its bid to exit its contract by
causing Southern Montana to liquidate, according to court
documents, accusing it of illegally making public confidential
Southern Montana financial statements.

Great Falls argued that, "Testimony at the first meeting of
creditors suggests that Mr. Doak and the Doak and Associates may
have received preferential payments from the debtor in the 90 days
prior to the bankruptcy filing."

DBR relates neither Mr. Doak nor attorneys for Beartooth or
Yellowstone were immediately available for comment Monday.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MRS. FIELDS: Z Capital & Carlyle Group Join Board
-------------------------------------------------
Crain's Business Chicago reports that former Quaker Oats Co. and
Kraft Inc. Chairman-CEO Robert S. Morrison and two colleagues from
Z Capital Partners LLC have joined the board of Mrs. Fields Famous
Brands LLC as the Chicago-based investment firm becomes a majority
shareholder.  Z Capital President and CEO James Zenni and Managing
Director Christopher Kipley also were among new board members.

Crain's reports that New York-based Carlyle Group LLC also has
become a majority owner and added a board member.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
said the overhaul of Mrs. Fields' corporate board follows a debt
restructuring that helped it avoid a potential bankruptcy filing.

DBR relates Carlyle Group managing director Michael D. Stewart
joined the board member, and the firm also appointed existing
board members David Barr and Chairman Bruce Pettet.

The Washington-based Carlyle Group has $148 billion in assets
under management around the world.  Z Capital Partners, of Lake
Forest, Ill., invests in distressed middle-market companies in a
range of industries.

DBR recounts Mrs. Fields completed last month through an exchange
offer.  Tim Casey, the Company's president and CEO, said about 91%
of the company's senior noteholders had agreed to trade more than
$59 million in debt for stock in the Company.  If enough
noteholders didn't agree to the exchange offer, a bankruptcy
filing was among the options Mrs. Fields was weighing.

The Troubled Company Reporter published stories on the refinancing
in its Nov. 21 and 21 issues.  Mrs. Fields hired Houlihan Lokey to
advise on a proposed exchange of debt for equity, four people with
knowledge of the plan told Bloomberg.

                         About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-11953) on Aug. 24, 2008.  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represented the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.  Mrs. Fields' consolidated
balance sheet at March 29, 2008, showed $147.2 million in total
assets and $247.2 million in total liabilities, resulting in a
$100.0 million member's deficit.  Mrs. Fields emerged from its
two-month-long Chapter 11 restructuring in October 2008.

As of March 29, 2008, the company's franchise systems operated
through a network of 1,278 retail concept locations throughout the
United States and in 21 foreign countries.  Mrs. Fields has more
than 950 stores under its brand and the TCBY frozen-yogurt banner.


MT ZION: Cash Collateral Hearing Continued Until Jan. 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until Jan. 31, 2012, at 10:30 a.m., the hearing to
consider Mt. Zion Limited Partnership's request for authorization
to use the cash collateral.

Previously, the Court authorized the Debtor's use of cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.

As reported in the Troubled Company Reporter on May 6, 2010, the
bank asserts a senior position mortgage lien and claim against
the Debtor's residential apartment project in Florence, Kentucky,
known as Woodspring Apartments, which purportedly secures a
mortgage indebtedness of approximately $28,850,000.  The bank
also asserts a security interest in and lien upon the rents being
generated at the property.

The Debtor is also authorized to grant certain liens and provide
adequate protection and other relief to PNC Bank, National
Association.

                About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-18075) on April 23, 2010.  David K Welch,
Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in
its restructuring effort.  The Company estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


NEDAK ETHANOL: Signs 7-Year Asset Management Pact with Tenaska
--------------------------------------------------------------
Tenaska BioFuels, LLC, and NEDAK Ethanol, LLC, have entered into a
seven-year asset management agreement which will provide working
capital and risk management services to NEDAK's ethanol production
facility near Atkinson, Neb.

Under the agreement, TBF will purchase corn and natural gas, which
NEDAK will process to produce ethanol and distillers' grains.  TBF
will market the plant's ethanol to local and national markets.
Distillers' grains will be marketed to local, national and
international export markets.

"This AMA is a positive step in the right direction for NEDAK,"
said Jerome Fagerland, NEDAK general manager.  "The company has
been through challenging times, along with the rest of the ethanol
industry, since the second quarter of 2010.  We are looking
forward to working with Tenaska BioFuels, which has the financial
wherewithal to manage through volatile commodity markets and
assist us in maintaining a balanced physical or financial grind
margin.  The agreement will enable us to take advantage of
favorable forward grind margins as the market allows them, which
will help NEDAK to improve its financial liquidity and reduce
debt."

Tenaska BioFuels provides transparent procurement and marketing,
supply chain management and financial services to customers in the
agriculture and energy markets.  It is an affiliate of Tenaska,
one of the nation's largest independent energy companies.

"We have been working with NEDAK as its ethanol marketer since
October of 2010 and are pleased that we are able to provide a
structure that will allow NEDAK to establish a strong foundation
for the future operations of this facility," said Dave Neubauer,
TBF?s vice president and general manager.

"The marketplace today is in a cycle where grind margins can be
negative for a lot of the ethanol producers.  We believe our
experience in managing multi-commodity risk will be an asset to
NEDAK and provide it with the liquidity the plant will need to
grind through this cycle.  We intend to continue to work with
local vendors and maintain a local presence in the rapidly growing
feedlot industry," Neubauer said.

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

The Company reported a net loss of $2.08 million on $94.77 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $9.23 million on $67.53 million of revenue during the
prior year.

The Company reported a net loss of $3.56 million on $114.10
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $3.61 million on $66.82 million
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$80.94 million in total assets, $50.97 million in total
liabilities, all current, and $29.96 million in total members'
equity.

As reported by the TCR on April 7, 2011, McGladrey & Pullen, LLP,
in Sioux Falls, South Dakota, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that there
is uncertainty as to the Company's ability to cure credit
agreement defaults and, therefore, to secure additional funds
needed to fund ongoing operations.

                        Bankruptcy Warning

The Company entered into the following agreements with AgCountry
Farm Credit Services, FLCA, regarding the Company's senior secured
credit facility for the provision of construction and permanent
debt financing for our ethanol plant: a Master Credit Agreement
dated Feb. 14, 2007, and several supplements including the Seventh
Supplement and Forbearance agreement to the Master Credit
Agreement effective Feb. 1, 2011.  As of Sept. 30, 2011, the
Company had $34,000,008 outstanding under the Facility.

The Company is actively negotiating with the Lender to convert the
construction financing to operating lines and to modify the loan
covenants to reflect current industry economics.  These
negotiations have taken a considerable amount of time due to the
number of lenders involved, the Company's overall liquidity and
the interests of a diverse group of stakeholders.  The Company
cannot predict whether the Lender will agree to modify any of
those covenants, but the Company does expect a resolution soon.
To the extent the Company is unable to modify those covenants, it
may not be possible to meet them unless the commodities markets
the Company operates in move in favorable directions.  Until the
Company is able to comply with the covenants under the Loan
Agreements, the Lender may take a variety of actions, including
immediately accelerating the repayment of all outstanding debt
under the Loan Agreements.  Such acceleration could entitle the
Lender to liquidate all of the Company's assets, and would likely
lead to the Company's bankruptcy, reorganization or winding up of
its affairs.


NEDAK ETHANOL: TNDK Agrees to Invest $5 Million
-----------------------------------------------
NEDAK Ethanol, LLC, entered into a Letter Agreement with TNDK,
LLC, pursuant to which TNDK agreed to invest $5,000,000 in the
Company as part of the Company's private offering of up to 1,500
Class B Preferred Membership Units at $10,000 per unit.  The offer
and sale of the Class B Units pursuant to the Class B Offering
were exempt from registration under the Securities Act of 1933, as
amended, under Section 4(2) and Regulation D promulgated
thereunder.

The investment by TNDK in the Company was subject to certain
conditions, including, without limitation, (i) the execution of an
Asset Management Agreement with Tenaska Biofuels, LLC, (ii) the
adoption of the Fifth Amended and Restated Operating Agreement,
granting TNDK the right to appoint two directors to the Company's
Board of Directors and making certain other modifications; (iii)
the right of TNDK to approve the terms of the restructuring of the
Company's senior secured credit facility and its tax increment
financing loan, and (iv) the resolution of certain outstanding
liabilities of the Company.

In accordance with the terms of the Memorandum and the Escrow
Agreement dated Aug. 9, 2011, between the Company and First Dakota
National Bank, all subscription proceeds received as part of the
Class B Offering, including the TNDK Investment, had to be held in
escrow until certain conditions were satisfied, including certain
conditions related to completing the Loan Restructuring on terms
acceptable to the Company's Board of Directors.

Effective as of Dec. 31, 2011, the Company had satisfied all of
the Escrow Release Conditions and the conditions set forth in the
Letter Agreement, and therefore, on Dec. 31, 2011, the Company
closed the Class B Offering and authorized First Dakota National
Bank to release and pay the subscription funds, including the TNDK
subscription funds, in the amounts and to the parties identified
in a Closing Settlement Statement delivered by the Company to
First Dakota National Bank.

On Dec. 31, 2011, the Company and AgCountry Farm Credit Services,
FLCA entered into an Amended and Restated Master Credit Agreement,
a First Supplement to the Amended and Restated Master Credit
Agreement and an Amended and Restated Term Loan Note pursuant to
which the parties agreed to restructure and re-document the loans
and other credit facilities provided by the Senior Lender under
the original credit agreement as amended and supplemented.

The Restated Senior Loan Agreements were effective Dec. 31, 2011,
subject to the Company's satisfaction of certain conditions.

Pursuant to the terms of the Restated Senior Loan Agreements, the
Senior Lender waived all defaults that had occurred under the
Original Credit Agreement and related loan documents as of
Dec. 31, 2011.

The principal amount payable under the Restated Senior Loan
Agreements, prior to the credit for the payment to the Senior
Lender of a special principal payment in the amount of $7,105,272,
is $33,105,272.  Interest on the Restated Senior Term Loan accrues
at an annualized variable interest rate equal to LIBOR plus five
and one-half percentage points (5.50%) (550 basis points);
provided, the Variable Rate will at no time be less than 6.00% or
more than 8.00%.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/wdj2tn

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

The Company reported a net loss of $2.08 million on $94.77 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $9.23 million on $67.53 million of revenue during the
prior year.

The Company reported a net loss of $3.56 million on $114.10
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $3.61 million on $66.82 million
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$80.94 million in total assets, $50.97 million in total
liabilities, all current, and $29.96 million in total members'
equity.

As reported by the TCR on April 7, 2011, McGladrey & Pullen, LLP,
in Sioux Falls, South Dakota, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that there
is uncertainty as to the Company's ability to cure credit
agreement defaults and, therefore, to secure additional funds
needed to fund ongoing operations.

                        Bankruptcy Warning

The Company entered into the following agreements with AgCountry
Farm Credit Services, FLCA, regarding the Company's senior secured
credit facility for the provision of construction and permanent
debt financing for our ethanol plant: a Master Credit Agreement
dated Feb. 14, 2007, and several supplements including the Seventh
Supplement and Forbearance agreement to the Master Credit
Agreement effective Feb. 1, 2011.  As of Sept. 30, 2011, the
Company had $34,000,008 outstanding under the Facility.

The Company is actively negotiating with the Lender to convert the
construction financing to operating lines and to modify the loan
covenants to reflect current industry economics.  These
negotiations have taken a considerable amount of time due to the
number of lenders involved, the Company's overall liquidity and
the interests of a diverse group of stakeholders.  The Company
cannot predict whether the Lender will agree to modify any of
those covenants, but the Company does expect a resolution soon.
To the extent the Company is unable to modify those covenants, it
may not be possible to meet them unless the commodities markets
the Company operates in move in favorable directions.  Until the
Company is able to comply with the covenants under the Loan
Agreements, the Lender may take a variety of actions, including
immediately accelerating the repayment of all outstanding debt
under the Loan Agreements.  Such acceleration could entitle the
Lender to liquidate all of the Company's assets, and would likely
lead to the Company's bankruptcy, reorganization or winding up of
its affairs.


NET TALK.COM: Issues 3.4MM Common Shares Under Stock Option Plan
----------------------------------------------------------------
Net Talk.com, Inc., adopted the 2011 Stock Option Plan which is
intended to advance the interests of the Company's shareholders by
enhancing the Company's ability to attract, retain and motivate
persons who make important contributions to the Company by
providing those persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the
interests of those persons with those of the Company's
shareholders.  All of the Company's employees, officers, and
directors, and those Company's consultants and advisors (i) that
are natural persons and (ii) who provides bona fide services to
the Company not connected to a capital raising transaction or the
promotion or creation of a market for the Company's securities,
are eligible to be granted options or restricted stock awards
under the Plan.  The maximum aggregate number of shares of the
Company's common stock that may be issued under the Plan is
20,000,000 shares of the Company's common stock.

On Jan. 6, 2012, Net Talk.com, Inc., approved and issued 3,408,500
shares of common stock to be issued and distributed under the
Company's 2011 Stock Option Plan.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $9.57
million in total assets, $8.14 million in total liabilities,
$11.72 million in redeemable preferred stock and a $10.30 million
total stockholders' deficit.


NEVADA CANCER: UC San Diego to Buy Institute for $18 Million
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the University of California
San Diego Medical System has emerged as the buyer for Nevada
Cancer Institute after no challengers materialized to buy the Las
Vegas medical center out of Chapter 11 bankruptcy.

                 About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEW MOUNT: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: New Mount Olivet Baptist Church
        1000 County Street
        Portsmouth, VA 23704

Bankruptcy Case No.: 12-70027

Chapter 11 Petition Date: January 4, 2012

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

Judge: Frank J. Santoro

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: jliberatore@clrbfirm.com

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

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

The Company?s list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-70027.pdf

The petition was signed by Milton R. Blount, pastor and sole
trustee.


NEW YORK METS: Hires CRG Partners as Turnaround Consultants
-----------------------------------------------------------
Eno Sarris, writing for Amazin' Avenue, reports that a source
familiar with the situation has said that the New York Mets have
hired CRG Partners -- the turnaround consultants that handled the
Rangers' bankruptcy sale -- and that a team sale with or without
bankruptcy is on the table.  The Mets have confirmed the hiring,
stating that they have "engaged CRG Partners to provide services
in connection with financial reporting and budgeting processes."

"Paired with the recent report that the Mets are dissolving their
Gulf Coast League team in St. Lucie, and the lack of any big-
ticket player acquisitions in the offseason, even a casual
observer might reasonably conclude that the team is slimming down
for a potential sale," Mr. Sarris wrote in an article available at
http://is.gd/kZII46

In December, The New York Times' Michael S. Schmidt and Richard
Sandomir reported that the owners of the New York Mets baseball
club received a $40 million loan from a major bank in the past six
weeks.  According to the NY Times, a person with knowledge of the
deal said Bank of America was the source of the loan.  The NY
Times said the team described the arrangement as a bridge loan,
meant to aid the team as it tries to raise money through the sale
of minority stakes in the club.

The NY Times noted the loan marks the second time in a year that
the Mets have received an infusion of cash.  In 2010, the team's
owners, Fred Wilpon and Saul Katz, received a $25 million loan
from Major League Baseball, but they have not been able to repay
it.  Meanwhile, Sandy Alderson, the club's general manager, said
that the organization had lost $70 million in 2011 alone.


NORTEL NETWORKS: Moody's Affirms Rating on Certificates at 'C'
--------------------------------------------------------------
Moody's Investors Service affirmed the rating of Nortel Networks
Lease Pass-Through Trust, Pass-Through Trust Certificates, Series
2001-1 lease obligations:

Certificates, Affirmed at C; previously on Apr 15, 2010 Downgraded
to C

RATINGS RATIONALE

The rating of the certificates was affirmed at C. The certificates
have incurred a 37% loss in addition to $13.7 million in interest
shortfalls. Nortel Networks Inc. (Nortel) filed Chapter 11
bankruptcy protection on January 14, 2009 and rejected one of two
leases on March 31, 2010.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan payoffs or a decline in subordination due to
realized losses.

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
prior full review is summarized in a press release dated April 15,
2010. Please see the ratings tab on the issuer / entity page on
moodys.com for the last rating action and the ratings history.

DEAL PERFORMANCE

This Credit Tenant Lease (CTL) transaction was originally
supported by a mortgage on two mixed-use buildings situated in
Research Triangle Park, North Carolina, which were 100% leased to
Nortel under two leases. Nortel filed Chapter 11 bankruptcy
protection on January 14, 2009 and rejected one of two leases on
March 31, 2010. The property associated with the rejected lease --
Network Center -- was liquidated on October 28, 2011. The sale of
the property resulted in a principal paydown of $27.3 million
after fees plus a write-down of approximately $41.9 million. The
remaining property -- Gateway Center -- continues to support the
trust, and is subleased to four tenants. Payments to the trust are
current based on the reduced principal.

The final distribution date of the Certificates is August 9, 2016.
Based on Nortel's scheduled lease payments during the initial
lease term, there was a $75 million balloon payment due at the
maturity of the Certificates. To mitigate this balloon risk, the
transaction was structured with a surety bond issued by ZC
Specialty Insurance Company. Following a merger, the surety bond
is now an obligation of Centre Reinsurance (US) Limited (CRUS)
(financial strength rating A1). Based on Moody's reading of the
indenture, the surety is expected to cover in full, at loan
maturity in 2016, any outstanding principal balloon payments
attributable to the surviving leased property (Gateway Center).


NORTHWESTERN STONE: Has Deal for Access to Cash for Six Months
--------------------------------------------------------------
Northwestern Stone asks the U.S. Bankruptcy Court for the Western
District of Wisconsin to approve a stipulation dated Dec. 5, 2011,
authorizing a six month continued use of the cash collateral
pursuant to a new budget.

The stipulation was entered between the Debtor and The McFarland
State Bank.

The Debtor is indebted to MSB, and the obligation is secured by
substantial assets of the Debtor, including cash proceeds of
collateral.

The Debtor would use the cash collateral to fund its business
operations.

Pursuant to the agreement, MSB was granted a lien against all of
the Debtor's postpetition assets, however, MSB was not granted a
security interest or lien in any cause of action of the estate.

MSB is represented by Daniel J. McGarry, Esq., at Whyte
Hirschboeck Dudeck, SC.

A full-text copy of the stipulation and the budget is available
for free at:

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

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NUTRITION 21: Files POS AM to Registration Statements on Form S-3
-----------------------------------------------------------------
Nutrition 21, Inc., filed on Jan. 6, 2012, a Post-Effective
Amendment on Form S-3 to deregister all of those securities that
remain unissued or unsold under the Registration Statements on
Form S-3 of the registrant as of Jan. 6, 2012.


This Post-Effective Amendment on Form S-3 relates to the following
Registration Statements on Form S-3 of the registrant:

(1) Registration Statement on Form S-3 (Registration No. 333-
146450), which was initially filed with the Securities and
Exchange Commission on Oct. 2, 2007, as amended and as
supplemented by Prospectus Supplement No. 1 and Prospectus No. 2,
each filed pursuant to Rule 424(b)(3) under the Securities Act of
1933, as amended;

(2) Registration Statement on Form S-3 (Registration No. 333-
144260), which was initially filed with SEC on July 2, 2007;

(3) Registration Statement on Form S-3 (Registration No. 333-
138936), which was initially filed with the SEC on Nov. 24, 2006,
as supplemented by Prospectus Supplement No. 1 and Prospectus No.
2, each filed pursuant to Rule 424(b)(3) under the Securities Act;
and

(4) Registration Statement on Form S-3 (Registration No. 333-
135040), which was initially filed with the SEC on June 15, 2006,
as amended.

                         About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

On Dec. 23, 2011, the Bankruptcy Court entered an order confirming
the Second Amended Joint Chapter 11 Plan of Nutrition 21, Inc., et
al.   On the effective date of the Plan, all outstanding equity
securities of the Company will be canceled and the Company will be
dissolved.  The Company expects the Plan to become effective on or
about Jan. 9, 2012, upon satisfaction or waiver of the conditions
precedent specified under the Plan.


OPTIONS MEDIA: Issues Warrants to Buy 10 Million Common Shares
--------------------------------------------------------------
Options Media Group Holdings, Inc., issued to each of Dwight
Howard and Cole Aldrich warrants to purchase 10 million shares of
the Company's Common Stock at an exercise price of $.01 per share.
The warrants are fully exercisable from Jan. 5, 2012, to Jan. 5,
2015.  The warrants were issued in consideration of $100,000
bridge loans made to the Company by Mr. Howard and Mr. Aldrich.

On Jan. 5, 2012, the Company issued to David Loftus warrants to
purchase 5 million shares of the Company's Common Stock at an
exercise price of $.03 per share.  The warrants are fully
exercisable from Jan. 5, 2012, to Jan. 5, 2015.  The warrants were
issued in connection with a Settlement Agreement between the
Company and Mr. Loftus.

The warrants were issued pursuant an exemption from the
registration requirements of the Securities Act contained in
Section 4(2) of the Securities Act for transactions by an issuer
not involving a public offering.

During the period from Dec. 14, 2011, to Jan. 6, 2012, six persons
who held shares of the Company's Series A Preferred Stock
converted those shares into an aggregate of 26.5 million shares of
the Company's Common Stock.  Pursuant to agreements between those
stockholders and the Company the conversions were effected at a
rate of $.01 per share of Common Stock rather than the conversion
rate of $.03 per share provided in the terms of the Series A
preferred Stock.  The shares of Common Stock were issued pursuant
an exemption from the registration requirements of the Securities
Act contained in Section 3(a)(9) of the Securities Act for
securities exchanged with existing securities exclusively where no
commission or other remuneration is paid or give directly or
indirectly for soliciting such exchange.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company also reported a net loss of $11.93 million on $525,103
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.79 million on $633,208 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.37 million in total assets, $5.76 million in total liabilities,
and a $2.39 million total stockholders' deficit.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.


PALISADES 6300: Court OKs 120 Days of Continued Cash Access
-----------------------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada, on Dec. 12, 2011, authorized Palisades 6300
West Lake Mead, LLC's 120 days of continued access to the cash
collateral.

The Court approved a stipulation entered between U.S. Bank
National Association, as trustee.

Pursuant to the stipulation, USB consented to the use of its cash
collateral provided, among other things:

   1. the Debtor may vary up to 2% from the budget for each
   individual approved line item expense, but if the variance is
   above 2%, then the debtor will have to obtain USB's written
   consent or a Court order in advance in order to make the
   expenditure;

   2. the Debtor will make a payment of $50,000 to USB by the 15th
   day of each month during the time period;

   3. the budget is amended to provide that the Debtor may pay B&R
   Property Management its monthly property, management fee of 3%
   from the rents, the Debtor may pay B&R its 3% fee for work
   performed from the inception of the Chapter 11 case until the
   current date, and during the time period as appropriate under
   the subject property management agreement; and

   4. all rents generated by the subject property and not
   allocated either to approved budget expenses or to the monthly
   $50,000 payment to USB will be held in the Debtor's DIP account
   and not spent absent further Court order or written consent of
   USB.

                       About Palisades 6300

Palisades 6300 West Lake Mead, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.
Judge Linda B. Riegle oversees the case.  Marjorie A. Guymon,
Esq., at Goldsmith & Guymon, P.C., serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$17,452,917 in assets and $14,733,148 in liabilities.

The professionals assisting the Debtor consist of Valuation
Consultants as real estate appraiser; B&RE Property Management as
property manager and leasing agent for real property belonging to
the estate; and Kenneth Funsten, FamCo Advisory Services, as
interest rate expert.


PEARLAND SUNRISE: Court OKs Lift of Stay; Ch. 11 Case Dismissed
---------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas dismissed the Chapter 11 case of
Pearland Sunrise Lake Village I, LP.

In making the decision, the Court considered the U.S. Trustee's
motion to dismiss the Debtor's case; the agreed order regarding
dismissal or conversion of the Debtor's bankruptcy case; and the
U.S. Trustee's statement of noncompliance with the agreed
order that confirmation was not timely obtained; that the Debtor
is delinquent on payment of U.S. Trustee fees for the 3rd quarter
of 2011; and the agreed order regarding relief from the automatic
stay.

             About Pearland Sunrise Lake Village I, LP

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, filed for Chapter 11 bankruptcy protection on July 9, 2010
(Bankr. W.D. Tex. Case No. 10-11926).  Frank B. Lyon, Esq., who
has an office in Austin, Texas, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.

The Company's affiliate, Pearland Sunrise Lake Village II, LP, dba
SRLVII, filed a separate Chapter 11 petition on July 9, 2010 (Case
No. 10-11925), estimating assets and debts at $10 million to $50
million.


PELICAN ISLES: Hearing on Modified Plan Disclosures on Jan. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Jan. 12, 2012, at 2:30 p.m., to consider
Pelican Isles Limited Partnership's motion to further amend order
conditionally approving disclosure statement, shortening time for
filing proofs of claim, setting hearing on final approval of
disclosure statement and confirmation of Chapter 11 Plan, etc.

As reported in the Troubled Company Reporter on Dec. 28, 2011, the
U.S. Bankruptcy Court Judge Erik P. Kimball has conditionally
approved the disclosure statement relating to the Chapter 11 Plan
of the Debtor.

The consolidated hearing on final approval of the disclosure
statement, confirmation of the Chapter 11 Plan and consideration
of fee applications will be held on Feb. 16, 2012, at 1:30 p.m.
The deadline for filing objections to confirmation as well as the
deadline for filing objections to final approval of the disclosure
statement is set for Feb. 13, 2012.

The TCR reported on Dec. 6, 2011, the Plan provides for
reinstatement of the mortgage loan held by CDT Mortgage, LLC, a
Delaware limited liability company, pursuant to its original
terms; a cure of all outstanding defaults to CDT in an amount to
be determined by the Court, and payment of all other creditors in
full, in the ordinary course of business.

Holders of equity Interests will retain their interests in the
Debtor.

All leases for residential units at the Debtor's Apartment Complex
will be assumed under the Plan.

The Debtor will not be soliciting votes because all classes of
creditors and interests are unimpaired and therefore are deemed to
have accepted the Plan.

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

                        About Pelican Isles

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles owns and operates a 150-unit affordable rental
community, built in 2005, which is located in Sebastian, Florida.
The Apartment Complex provides tax-assisted low income housing to
residents in the Sebastian, Florida area.  The second real
property owned by the Debtor is a parcel of undeveloped land,
which is adjacent to the Apartment Complex.

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 11-38544) on Oct. 14, 2011, estimating between $10 million and
$50 million in assets and $1 million and $10 million in debts.
Ronald G. Neiwirth, Esq., at Boyd & Jenerette, P.A, in Miami,
Fla., serves as bankruptcy counsel.  The petition was signed by
John Corbett, President of The Partnership, Inc., the general
partner of the Debtor.


PENN CAMERA: Poor Sales Prompt Chapter 11 Bankruptcy Filing
-----------------------------------------------------------
Penn Camera Exchange Inc. filed for bankruptcy protection under
Chapter 11 of the U.S. Bankruptcy Code on Jan. 4, 2012.  Five
locations closed immediately and the Company held a special
clearance sale at its locations in Rockville, Md., Tysons in
Vienna, Va.; and E Street in Washington, DC.

The Company cited the dramatic decline in sales performance during
the holiday period.

Founded in 1953 Penn Camera -- http://www.penncameras.com/-- was
known for its wide selection of photography equipment, classes and
technicians.


PENN CAMERA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Penn Camera Exchange, Inc.
          dba Penn Camera
              Penn Camera Exch
              Penn Camera Exchange
              Penn
        7040 Virginia Manor Drive
        Beltsville, MD 20705

Bankruptcy Case No.: 12-10113

Chapter 11 Petition Date: January 4, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Nelson C. Cohen, Esq.
                  ZUCKERMAN SPAEDER LLP
                  1800 M. Street, N.W., Suite 1000
                  Washington, DC 20036
                  Tel: (202) 778-1800
                  Fax: (202) 822-8106
                  E-mail: ncohen@zuckerman.com

Scheduled Assets: $4,050,487

Scheduled Liabilities: $4,402,910

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mdb12-10113.pdf

The petition was signed by Jeffrey Zweig, president.


QUANTUM CORP: Soros Fund Discloses 8.3% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Soros Fund Management LLC and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
21,208,239 shares of common stock of Quantum Corporation
representing 8.32% of the shares outstanding.  As previously
reported by the TCR on Aug. 30, 2011, Soros Fund disclosed
beneficial ownership of 14,788,593 common shares.  A full-text
copy of the amended Schedule 13G is available for free at:

                        http://is.gd/qM3yrf

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2011, showed $394.19
million in total assets, $443.32 million in total liabilities and
a $49.13 million total stockholders' deficit.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


R.E. LOANS: Wants Until Feb. 1 to Propose Chapter 11 Plan
---------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to extend its exclusive periods to file
and solicit acceptances for the proposed Chapter 11 Plan until
Feb. 1, 2012, and the June 30, 2012, respectively.

The Debtors relate that they have to finalize the plan discussions
with the Official Committee of Noteholders and Wells Fargo Capital
Finance, LLC, the Debtors' prepetition and debtor-in-possession
financing lender.

                        About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  The
Debtors tapped Alixpartners, LLP as noticing agent, and Latham &
Watkins LLP as special counsel in real estate matters.  R.E. Loans
disclosed $713,622,015 in assets and $886,002,786 in liabilities
as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REAL MEX: Jan. 20 Bid Deadline & Jan. 26 Auction Loom
-----------------------------------------------------
The Daily Meal reports that Real Mex Restaurants is scheduled to
go up for auction later this month as part of an ongoing Chapter
11 reorganization.  The report, citing court documents, says bids
are due before Jan. 20, 2012, and an auction would be held on Jan.
26, 2012, with the court expected to make a ruling on the results
by Jan. 30, 2012.  Rick Van Warner, a Real Mex spokesman, said
bond holders and stake holders -- including majority owner Sun
Capital Partners -- remain "interested parties."  The report says
Real Mex has generated interest from outside parties, although no
stalking horse bid has emerged to date.

                    About Real Mex Restaurants

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP and Cole, Schotz, Meisel, Forman & Leonard P.A. as
bankruptcy counsel.


RHODE ISLAND: Moody's Reviews 'Ba1' G.O. Tax Rating Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed the underlying Ba1 general
obligation unlimited tax rating for the Rhode Island Health and
Education Building Corporation (RIHEBC), Public School Revenue
Financing Program Revenue Bonds, Series 2009 Series E (City of
Woonsocket Issue) on review for possible downgrade, affecting
approximately $74 million of outstanding rated debt. The bonds are
solely secured by the general obligation of the City of
Woonsocket, RI, which accounts for 100% of this pooled issue.

The review coincides with Moody's review of the city's general
obligation rating, prompted by an announcement in late December of
2011 that the city's school operations have generated a deficit in
fiscal 2011. While the city has undertaken meaningful steps to
eliminate its accumulated deficit and stabilize its financial
position through the issuance of deficit bonds, various
expenditure cuts and large levy increases, continued deficits in
school operations has put Woonsocket's finances under considerable
pressure. In addition, the city continues to underfund its local
pension plan.

Our review will incorporate the release of the 2011 audit and
focus on an evaluation of the city's financial and liquidity
position, its deficit reduction strategy, and possible
intervention by the state.

The principal methodology used in this rating was Moody's Approach
to Rating U.S. Municipal and Not-For-Profit Pool Financings
published in May 2010.


S & L: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------
Debtor: S & L Farms, LLC
        8196 Eureka Road
        Courtland, MS 38620

Bankruptcy Case No.: 12-10025

Chapter 11 Petition Date: January 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: David W. Houston, III

Debtor's Counsel: James W. Amos, Esq.
                  2430 Caffey Street
                  Hernando, MS 38632
                  Tel: (662) 429-7873
                  E-mail: jwamosattorney@aol.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 six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/msnb12-10025.pdf

The petition was signed by G. Lamar Johnson, managing member.


SAVOY CONDOMINIUM: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Savoy Condominium, LLC
        114 Washington Avenue
        Suffern, NY 10901

Bankruptcy Case No.: 12-22029

Chapter 11 Petition Date: January 5, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Douglas J. Pick, Esq.
                  PICK & ZABICKI LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007
                  E-mail: dpick@picklaw.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 Charlie Marcus Peha, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Ellington Condominium, LLC        12-22030            01/05/12


SECURITY NATIONAL: Can Access Cash Collateral Until Jan. 12
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
in a third interim order, Security National Properties Funding
III, LLC, et al., to use cash collateral of prepetition agents and
lenders for the period (the "Specified Period") from the Petition
Date through the conclusion of the final hearing scheduled for
Jan. 12, 2012, at 2:00 p.m.

The parties with an alleged interest in the cash collateral are
Bank of America, N.A., in its capacity as administrative agent for
itself and other lenders under the prepetition credit agreement,
and Banc of America Securities LLC, as sole arranger and sole book
manager.

The Debtors would use the cash collateral to (i) maintain their
operations and provide funding to affiliates; (ii) pay certain
prepetition obligations; and (iii) pay disbursements.  The Debtors
are permitted a 15% variance, however, the cumulative variance for
all line times during the Specified Period will not exceed more
than 10% of the aggregate operating expenses for the Specified
Period.

As adequate protection, the Administrative Agent is granted,
solely during the Specified Period and only to the extent the
Administrative agent can prove a diminution in the value of its
cash collateral, replacement liens in (a) all postpetition rents
generated by the qualified properties and b) the qualified
properties, with the same priority as the administrative agent's
prepetition liens in the cash collateral.

In addition, the Debtors will be authorized but not directed to
pay (in cash or in kind in the sole discretion of the Debtors) any
accrued prepetition interest to the lenders at the non-default,
contract rate and will pay postpetition interest at a rate of 4.5%
p.a.

The Debtors will grant the the administrative agent first priority
liens in all of the Debtors' unencumbered property, excluding
claims, causes of action or proceeds thereof (i) under Section
544, 545, 547, 548, 549, or 550 of the Bankruptcy Code, and (ii)
arising from any successful action by the estates or their
representatives against any or all of the Agents or the lenders.

         About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.  The Debtor estimated up
to $50 million in assets and up to $500 million in debts.


SHAMROCK-SHAMROCK INC: Wants Deal on Secured Claims Value Approved
------------------------------------------------------------------
Shamrock-Shamrock, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida to approve a stipulation regarding the
values for purposes of its amended motion to value secured claim
and PNC Bank, National Association's proofs of claim No. 27 and
No. 10.

The stipulation was entered between the Debtor and PNC Bank, as
successor by merger to National City Bank, as successor by merger
to Harbor Federal Savings Bank.

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

http://bankrupt.com/misc/SHAMROCK-
SHAMROCK_valuepncbankcollateral_stipulation.pdf

                  About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Debtor
tapped George Gingo, Esq., to represent the Debtor in certain
claims litigation proceedings; Stephen R. Ponder to represent the
Debtor in certain state court litigation proceedings, and Marshall
J. Gilmore, Esq., to represent in certain state court litigation
proceedings.

The Debtor disclosed in its amended schedules $12,904,154 in
assets and $17,036,102 in liabilities.  In the original schedules,
the Company disclosed assets of $12,904,154 and liabilities of
$17,021,201, owing on mortgages to a variety of lenders.


SHANE CO: Debt Trader Allowed $1.7MM in Claims
----------------------------------------------
Bankruptcy Judge Howard R. Tallman granted, in part, and denied,
in part, Shane Co.'s objection to proof of claim filed by lessor
IBC Denver IV, LLC, which claim was assigned to Lapis Advisers LP.
Judge Tallman limits Lapis' claim under 11 U.S.C. Sec. 506(b)(6)
to $1,771,854.  IBC originally filed the proof of claim in April
2009 for $1,949,052, consisting of $86,304.46 in unpaid pre-
petition rent and $1,862,747 for damages arising by virtue of
Shane's rejection of the lease for a retail space at 8532 Concord
Center Drive, Centennial, Colorado.

A copy of Judge Tallman's Jan. 4, 2012 Order is available at
http://is.gd/xi32kYfrom Leagle.com.

                       About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- operates 20 jewelry stores.  The
Company filed for Chapter 11 protection on Jan. 12, 2009 (Bankr.
D. Col. Case No. 09-10367).  Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's counsel,
and Caroline C. Fuller, Esq., at Fairfield and Woods, P.C., served
as the Debtor's local counsel.  Cohen Tauber Spievack & Wagner
P.C. represented the Official Committee of Unsecured Creditors.
The Debtor tapped Kurtzman Carson Consultants LLC as its claims
agent.  The Company filed formal lists showing assets for $130
million and debt totaling $103 million, including $31.4 million
owing on secured claims.

In November 2010, Shane Co. obtained confirmation of a Chapter 11
plan that would pay 100 cents of every dollar owed to all
creditors, in time.  The Company emerged from Chapter 11
protection in December 2010.


SHARPER PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sharper Properties Enterprises, Inc.
        926 Middle Country Road
        Saint James, NY 11780

Bankruptcy Case No.: 12-70036

Chapter 11 Petition Date: January 5, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.com

Scheduled Assets: $1,300,114

Scheduled Liabilities: $646,227

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-70036.pdf

The petition was signed by Angelo Olivero, president.


SOFA SUPER: Closes Two Stores After Two Decades
-----------------------------------------------
The Post and Courier reports that Sofa Super Store closed down two
stores after two decades of selling furniture, saying it could not
survive the downturn in the housing market and the broader
economy.

The company's West Ashley store, where the chain moved to after a
deadly fire in June 2007 consumed its flagship location and killed
nine Charleston firefighters, was shuttered earlier this year.
Court records show that in June Sofa Super Store and its owners
agreed to pay about $1.9 million to settle claims brought by the
families of the firefighters who died in the blaze, The Post and
Courier relates.

"After 20 years of serving the greater Charleston area, Sofa Super
Store will be going out of business," the company said Thursday in
a prepared statement, the Post and Courier reports. "We are very
grateful for the support the community has shown us over the
years, but the devastated housing market and struggling economy
have forced us to close our stores."

The Post and Courier says the stores closed Jan. 3 and 4 and a
liquidation sale started on Jan. 5.  The stores are on Rivers
Avenue in North Charleston and Johnnie Dodd Boulevard in Mount
Pleasant, the report notes.

Charleston, S.C.-based Sofa Super Store operates a furniture
chain.


SOTO INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Soto Investments LLC
        3654 South Marshfield
        Chicago, IL 60609

Bankruptcy Case No.: 12-00265

Chapter 11 Petition Date: January 5, 2012

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Steven O. Hamill, Esq.
                  LAW OFFICES OF STEVEN O. HAMILL
                  3843 West 95th Street
                  Evergreen Park, IL 60805
                  Tel: (708) 422-8802
                  Fax: (708) 422-9168
                  E-mail: stevenolaw@sbcglobal.net

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

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

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

The petition was signed by Maria Soto, chief financial officer.


SOUTHERN MONTANA: Inks Stipulation on Cash Use Until Jan. 23
------------------------------------------------------------
The Lee A. Freeman, the Chapter 11 trustee for Southern Montana
Electric Generation and Transmission Cooperative, Inc., U.S. Bank
National Association as Indenture Trustee, and certain holders
consisting of Prudential Insurance Company of America, Universal
Prudential Arizona Reinsurance Company, Forethought Life Insurance
Company and Modern Woodman of America (collectively the
"Prepetition Secured Parties") ask the U.S. Bankruptcy Court for
the District of Montana to enter a second interim order approving
the terms and conditions for the Debtor's continued use of cash
collateral of the prepetition secured parties, through the
Termination date of Jan. 23, 2012.

The parties further request that the Court set a final hearing on
its motion to use cash collateral for Jan. 23, 2012, at 10:00 a.m.

Counsel for the Chapter 11 Trustee may be reached at:

         Joseph V. Womack, Esq.
         WALLER & WOMACK
         303 N. Broadway, Suite 805
         Billings, MT 59101
         Tel: (406) 252-7200
         Fax: (406) 252-4266
         E-mail: jwomack@jvwlaw.com

              - and -

         John Cardinal Parks, Esq.
         Bart B. Burnett, Esq.
         Robert M. Horowitz, Esq.
         Kevin S. Neiman, Esq.
         HOROWITZ & BURNETT, P.C.
         1660 Lincoln Street, Suite 1900
         Denver, CO 80264
         Tel: (303) 996-8600
         Fax: (303) 996-8636
         E-mail: jparks@hblegal.net
                 bburnett@hblegal.net
                 bhorowitz@hblegal.net
                 kneiman@hblegal.net

Counsel for the Prepetition Secured Parties may be reached at:

         Jonathan Alter, Esq.
         BINGHAM McCUTCHEN, LLP
         One State Street
         Hartford, CT 06103-3178

              - and -

         Timothy Charles Fox, Esq.
         GOUGH, SHANAHAN, JOHNSON & WATERMAN
         PO Box 1715
         Helena, MT 59624

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, in Billings, Montana, and
Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serve as the Debtor's counsel.


SP NEWSPRINT: Can Enter Into $25MM Credit Facility With GE Capital
------------------------------------------------------------------
On Dec. 16, 2011, United States Bankruptcy Judge Christopher S.
Sontchi granted SP Newsprint Holdings LLC, et al., interim
authorization to enter into post-petition secured financing of up
to the aggregate principal amount of $20 million, which may be
increased by up to an additional $5 million as provided in the DIP
Credit Agreement, from General Electric Capital Corporation,
acting as administrative agent for itself and the other DIP
Secured Parties.

Any objections to the motion with respect to the entry of the
Interim Order that have not been withdrawn, waived or settled, and
all reservations of rights included therein, are denied and
overruled.

As security for the DIP Facility, the DIP Agent is granted (x)
first-priority security interests and liens (the "DIP Liens") in
substantially all of the the property of the Debtors (the "DIP
Collateral"), which DIP Liens will be senior to the Primed Liens
but will be junior to any Permitted Prior Liens, and (y) super-
priority administrative claim status pursuant to Bankruptcy code
Section 364(c)(1).

To enable the Debtors to continue to operated their business, the
Debtors are authorized to immediately borrow up to $12 million
pursuant to the terms of the DIP Facility, subject to the Approved
Budget.

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

         http://bankrupt.com/misc/spnewsprint.doc205.pdf

A copy of the draft of the Senior Secured Priming and
Superpriority Debtor-in-Possession Credit Agreement is available
for free at http://bankrupt.com/misc/spnewsprint.doc197.pdf

The City of Dublin, Georgia, the holder of an administrative claim
pursuant to 11 U.S.C. Section 503(b)(9), filed a limited objection
to the Debtors' motion on Dec. 16, 2011, citing:

1. The "Carve-Out" to the Lender's collateral includes
administrative claims incurred in accordance with the Approved
Budget, but does not include Section 503(b)(9) administrative
claims.

2. Thus, all administrative claims will be paid during the case
but not those defined by Section 503(b)(9).

3. To the City of Dublin's knowledge, there is no legal basis to
discriminate among administrative claims of equal priortiy under
the Bankruptcy Code.

About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.


SPRINGLEAF FINANCE: Bank Debt Trades at 12% Off
-----------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 87.71 cents-on-
the-dollar during the week ended Friday, Jan. 6, 2012, an increase
of 1.21 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 10, 2017, and
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 146 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


STEWART & STEVENSON: Moody's Raises Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded Stewart & Stevenson LLC's
Corporate Family Rating (CFR) to B2 and its senior unsecured notes
rating to Caa1. Moody's revised the outlook to stable from
negative.

RATING RATIONALE

"Upgrading Stewart & Stevenson's rating to B2 and revising the
outlook to stable reflects the strong recovery in the North
American oil and gas market served by its specialized oil field
service equipment," commented Andrew Brooks, Moody's Vice-
President, "which has enabled the company to generate a pronounced
increase in revenues and backlog, and improved credit metrics,
relative to 2009's industry-wide lows. The company's liquidity has
also improved."

Since the industry trough of 2008-2009, the North American oil
field services sector has rebounded strongly, reflecting high oil
prices and the sizeable investment being made in natural gas shale
plays. North American oil and gas capital spending, the primary
driver of Stewart & Stevenson's revenues, was up an estimated 30%
in 2011, with industry estimates up another 10% for 2012. Stewart
& Stevenson's interim 2011 results reflect the strength of the
underlying market, with the company's fiscal nine-month (October
29, 2011) revenues up 57%, and its equipment order backlog up by
one-third. Credit metrics have consequently improved, indicated in
particular by an increase in EBIT coverage of interest to 4.2x at
October 29, 2011, from a 2009 quarterly low less than 1x, with
debt/EBITDA falling to 2.18x from a high that exceeded 8x in 2009,
although leverage on a debt/capital basis remains elevated at 56%.

The B2 rating reflects Stewart & Stevenson's relatively small
size, its relatively high debt leverage on a small fixed asset
base, the cyclicality of its business and its working capital
intensity. With approximately 80% of its revenues generated from
the oil and gas industry, and a history dating back over 100
years, the ratings also benefit from the company's reputation, its
broad product offering and its long-standing relationships with
key original equipment manufacturers.

From a liquidity perspective, Stewart & Stevenson relies on its
$250 million borrowing base revolving credit facility to fund
working capital requirements associated with periods of high
activity in both the company's manufacturing and distribution
segments. Notwithstanding the extent of revenue volatility, in
down-cycles working capital becomes a sizeable source of cash,
augmenting internally generated cash flow. As a result free cash
flow has been positive through recent up and down cycles, enabling
Stewart & Stevenson to reduce outstanding debt by approximately
one-third over the past 4 years. In addition, its revolver, under
which $144 million was available at October 29, 2011, was recently
extended to December 2016, improving the company's liquidity
position.

While Stewart & Stevenson's rating is constrained by its
relatively small size, a ratings upgrade could be considered in
the future based on a continuing improvement in operating and
financial performance as measured by maintenance of its
EBIT/interest ratio at a level exceeding 3x through the cycle, and
debt/EBITDA reliably maintained at under 3x on a sustained basis,
or if the company de-levers its balance sheet to under 50%
debt/capital. Conversely, a ratings downgrade could be warranted
if financial and operating performance returns to and remains at
recent cyclical lows given the extent to which the company's
balance sheet remains levered.

The senior unsecured notes are double notched below the CFR to
Caa1 reflecting the presence of the $250 million secured asset
based revolving credit facility. Stewart & Stevenson's senior
unsecured notes are subordinate to the senior secured credit
facility's potential priority claim to the company's assets. The
size of the potential senior secured claims relative to the
company's outstanding senior unsecured notes results in the senior
notes being rated two notches beneath the B2 CFR under Moody's
Loss Given Default Methodology.

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

Stewart & Stevenson LLC is a private company based in Houston,
Texas.


T3 MOTION: Kelly Anderson Quits; Ki Nam Assumes Interim CFO Role
----------------------------------------------------------------
Kelly Anderson, chief financial officer of T3 Motion, Inc.,
notified the Company's board of directors that she was terminating
her employment relationship with the Company in light of an
inability to come to an agreement with the Company regarding terms
for her continued employment.  Ms. Anderson has advised that she
will continue to work with the Company for the next several weeks
in order to assist with the transition as the Company seeks to
retain her replacement.  Ki Nam, chief executive officer of the
Company, will assume the role of interim principal financial
officer.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception.  The Company has an accumulated deficit of $50.7
million as of June 30, 2011, and has a net loss of $1.3 million
and used cash in operations of $3.9 million for the six months
ended June 30, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company also reported a net loss of $2.51 million on
$4.21 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $4.39 million on $3.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.10
million in total assets, $3.08 million in total liabilities and
$5.01 million in total stockholders' equity.


TRIDENT MICROSYSTEMS: Meeting to Form Creditors' Panel on Sunday
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold can organizational meeting on Jan. 13, 2012, at 10:00 a.m. in
the bankruptcy case of Trident Microsystems, Inc.  The meeting
will be held at:


   Doubletree Hotel Wilmington
   700 North King Street, Hagley Salon
   Wilmington DE 19801

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

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

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

                    About Trident Microsystems

Trident Microsystems, Inc. and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.

Trident says that after the Chapter 11 filing, it will shortly
file for protection in the Cayman Islands.


TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 63.60 cents-on-the-dollar during the week
ended Friday, Jan. 6, 2012, an increase of 0.57 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 146 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                    About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                        *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNIVISION COMMS: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 89.89 cents-on-the-dollar during the week ended Friday, Jan. 6,
2012, an increase of 1.04 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 146 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Univision Communications

Univision Communications, Inc., headquartered in New York, claims
to be a leading Spanish language media company in the United
States.  Revenue for fiscal year 2010 was roughly $2.2 billion.

Univision carries 'B' corporate credit rating from Standard &
Poor's, and 'B3' Corporate Family Rating from Moody's.  On June
16, 2011, Fitch Ratings affirmed Univision's Issuer Default Rating
at 'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.


VERMILION ENERGY: DBRS Confirms Issuer Rating at 'BB'
-----------------------------------------------------
DBRS has confirmed the Issuer Rating and Unsecured Notes ratings
of Vermilion Energy Inc. (Vermilion or the Company) at BB (low)
with a Stable trend.  Pursuant to DBRS's leveraged finance rating
methodology, a recovery rating of RR3 with Stable trend has also
been confirmed with respect to Vermilion's Unsecured Notes.  The
rating confirmation is based primarily on the Company's continued
strong financial metrics.  For 9M 2011, total debt-to-capital of
26.3% and debt-to-cash flow of 0.95 times (x) provide very strong
support for the current rating category.

The current rating incorporates the Company's future growth
prospects.  Vermilion has significant future production prospects
through its interest in the Corrib operations (Ireland) and the
Cardium tight oil development (western Canada).  With $630 million
budgeted for capital expenditures in 2012, the Company continues
to press toward its production goals.

For the more immediate term, production will be increased through
the recent acquisition of interests in six producing fields
located in the Paris and Aquitaine basins in France for a total
consideration of approximately $115 million.  The acquisition
further complements Vermilion's asset base, production mix and
growth strategy.  For further details, please see the DBRS press
release dated December 19, 2011.  This transaction comes after an
equity issuance on November 28, 2011, for gross proceeds of $263
million, demonstrating the Company's continued commitment to fund
its activities in a prudent manner and maintain adequate financial
flexibility for the rating.  The Company's credit profile and key
credit ratios continue to remain in line with the current rating
on a pro forma basis, assuming debt financing, along with the
equity issuance (total debt-to-capital of 27% and total debt-to-
cash flows of 1.17x).

The rating is, however, limited by the relatively small scale of
Vermilion's operations.  Although operations are situated in
relatively safe international markets, any significant disruption
or economic downturn could have detrimental consequences on the
results of the consolidated entity.


VERMILLION INC: Restructuring to Lower Cash Expenses to $12MM
-------------------------------------------------------------
Genomeweb reports that Vermillion Inc. said it would restructure
"to reduce headcount and other expenses" as it aims to bring its
cash-based operating expenses to around $12 million in 2012.

According to the report, the Company said, as of Dec. 31, 2011,
it had $22.5 million in cash, and it expects to spend between
$3 million and $4 million in the first quarter of 2012 as it wraps
up claim activities related to its emergence from bankruptcy
protection.

According to the report, the company said its operating activities
in 2012 will focus on furthering the commercialization of its OVA1
ovarian cancer diagnostic as well as development of its next-
generation ovarian cancer test OVA2 and peripheral artery disease
diagnostic Vasclir.

The report relates that Vermillion currently has a strategic
alliance with Quest Diagnostics under which Quest provided the
firm with a $10 million secured line of credit to be forgiven upon
the achievement of certain milestones -- specifically the
development, US Food and Drug Administration clearance, and
commercialization of up to three diagnostic tests.

The report, citing document filed with the US Securities and
Exchange Commission, relates that Vermillion CEO Gail Page said
that Vermillion shareholder George Bessenyei had overstated the
amount of OVA1 Medicare billings.  However, Ms. Page did not
challenge his claim of an 80% denial rate and did acknowledge that
reimbursement has been a problem for OVA1, noting that the company
continues "to advise investors to be mindful that, at this stage
of market adoption, reimbursement for the OVA1 test remains a
significant challenge for the company."

                        About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP.  At Sept. 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.

In January 2010, Vermillion successfully emerged from protection
with all creditors receiving 100% of allowed claims and with the
common stock being fully restated.


VITRO SAB: Appeals Court Halts Bondholders Suit in Manhattan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB de CV won another victory when the U.S.
Circuit Court of Appeals in New Orleans halted a hearing where
holders of some of Vitro's $1.2 billion in defaulted bonds were
asking the judge to force Vitro's non-bankrupt subsidiaries to
torpedo the parent's bankruptcy reorganization in a court in
Mexico.

The report relates that were it not for action taken by the
appeals court late in the day on Jan. 5, there would have been a
hearing the next day in state court in Manhattan.  Bondholders
don't like the Mexican plan because it would allow shareholders to
retain ownership even though the bonds aren't fully paid.  In
addition, bondholders fault Mexican procedures because the Vitro
parent is using $1.9 billion in claims held by subsidiaries to
vote down opposition from third-party bondholders.

According to the report, the current controversy has been bouncing
around between three different courts over the last two weeks. The
appeals court in a two-page decision filed on the docket on Jan. 6
sent the case back to bankruptcy court in Dallas where U.S.
Bankruptcy Judge Harlin "Cooter" Hale first ruled in favor of
Vitro, although he said the company "very well may win the battle
here and yet lose the war."

Judge Hale, the report notes, said that the New York suit violated
the so-called automatic stay arising from the Vitro parent's
Chapter 15 case in Dallas.  The Vitro subsidiaries that guaranteed
the bonds and were being sued in New York aren't in bankruptcy in
any country.  Bondholders immediately appealed to a U.S. district
judge in Dallas who agreed that the New York suit should halt.
The district judge sent the case back to Hale with instructions to
make additional findings. First, the district judge told Hale to
rule on whether the U.S. court can halt actions against
subsidiaries that have no property in the U.S.

Mr. Rochelle notes that of potentially more significance, the
district judge told Judge Hale to rule on whether Vitro is
satisfying Section 1521 of the U.S. Bankruptcy Code, which permits
injunctions only if the "interests of creditors in the U.S. are
sufficiently protected."

The circuit court of appeals late last week denied the bondholders
motion for a stay which would have permitted the hearing to
proceed in state court on Jan. 6. The circuit court said, "We know
the bankruptcy court will act expeditiously in resolving" the
additional questions outlined by the district judge.

The appeal in the circuit court is Ad Hoc Group of Vitro
Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV), 11-11239,
5th U.S. Circuit Court of Appeals (New Orleans).  The appeal in
district court is In re Vitro SAB de CV, 11-3554, U.S. District
Court, Northern District Texas (Dallas). The injunction in state
court that Hale found to violate the automatic stay is Wilmington
Trust NA v. Vitro Automotriz SA de CV, 653459-2011, New York state
Supreme Court, County of New York (Manhattan).  The previous case
in state court is Wilmington Trust NA v. Vitro Automotriz SA de
CV, 652303-2011.

                       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.


VITRO SAB: Appeals Court Halts Bondholders Suit in Manhattan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB de CV won another victory when the U.S.
Circuit Court of Appeals in New Orleans halted a hearing where
holders of some of Vitro's $1.2 billion in defaulted bonds were
asking the judge to force Vitro's non-bankrupt subsidiaries to
torpedo the parent's bankruptcy reorganization in a court in
Mexico.

The report relates that were it not for action taken by the
appeals court late in the day on Jan. 5, there would have been a
hearing the next day in state court in Manhattan.  Bondholders
don't like the Mexican plan because it would allow shareholders to
retain ownership even though the bonds aren't fully paid.  In
addition, bondholders fault Mexican procedures because the Vitro
parent is using $1.9 billion in claims held by subsidiaries to
vote down opposition from third-party bondholders.

According to the report, the current controversy has been bouncing
around between three different courts over the last two weeks. The
appeals court in a two-page decision filed on the docket on Jan. 6
sent the case back to bankruptcy court in Dallas where U.S.
Bankruptcy Judge Harlin "Cooter" Hale first ruled in favor of
Vitro, although he said the company "very well may win the battle
here and yet lose the war."

Judge Hale, the report notes, said that the New York suit violated
the so-called automatic stay arising from the Vitro parent's
Chapter 15 case in Dallas.  The Vitro subsidiaries that guaranteed
the bonds and were being sued in New York aren't in bankruptcy in
any country.  Bondholders immediately appealed to a U.S. district
judge in Dallas who agreed that the New York suit should halt.
The district judge sent the case back to Hale with instructions to
make additional findings. First, the district judge told Hale to
rule on whether the U.S. court can halt actions against
subsidiaries that have no property in the U.S.

Mr. Rochelle notes that of potentially more significance, the
district judge told Judge Hale to rule on whether Vitro is
satisfying Section 1521 of the U.S. Bankruptcy Code, which permits
injunctions only if the "interests of creditors in the U.S. are
sufficiently protected."

The circuit court of appeals late last week denied the bondholders
motion for a stay which would have permitted the hearing to
proceed in state court on Jan. 6. The circuit court said, "We know
the bankruptcy court will act expeditiously in resolving" the
additional questions outlined by the district judge.

The appeal in the circuit court is Ad Hoc Group of Vitro
Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV), 11-11239,
5th U.S. Circuit Court of Appeals (New Orleans).  The appeal in
district court is In re Vitro SAB de CV, 11-3554, U.S. District
Court, Northern District Texas (Dallas). The injunction in state
court that Hale found to violate the automatic stay is Wilmington
Trust NA v. Vitro Automotriz SA de CV, 653459-2011, New York state
Supreme Court, County of New York (Manhattan).  The previous case
in state court is Wilmington Trust NA v. Vitro Automotriz SA de
CV, 652303-2011.

                       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.


WALLDESIGN INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Walldesign, Inc., a subchapter S corporation
        2350 E. Bristol St.
        Newport Beach, CA 92660

Bankruptcy Case No.: 12-10105

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marc J. Winthrop, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: mwinthrop@winthropcouchot.com

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

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

The petition was signed by Michael Bello, chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Acoustic Material Service                        $2,185,366
Attn: Yvonne Lidster
File 57188
Los Angeles, CA 90074-7188

Acoustic Material Service                        $1,547,216
Attn: Yvonne Lidster
456 E. Industrial Road
San Bernardino, CA 92408

Rew Materials                                    $453,127
Attn: Ray McCrite
901 South 12th Street
Phoenix, AZ 85034

Frazee Paint                                     $250,334
Attn: Lance
6625 Miramar Road
San Diego, CA 92121

South Coast Foam Shapes                          $180,527

Foam Designs LLC                                 $153,943

Certainteed Corp Insulation                      $141,860

Sherwin-Williams                                 $99,300

RU Investments LLC                               $90,159

Foam Concepts Inc.                               $63,492

Rise Above Trucking, Inc.                        $59,461

G E Capital                                      $56,856

Kiki-B Trucking                                  $47,387

Downs Commercial Fueling, Inc.                   $34,720

Comerica Commercial Card                         $34,322

Philadelphia Ins Companies                       $34,060

New Image Foam Products LLC                      $29,470

Kern Bros, Trucking Inc.                         $25,951

Schaffer, Lax, Mcnaughton, Chen                  $22,518

American Express                                 $21,032


WALKING MIRACLES: Creditors Want Trustee to Replace Management
--------------------------------------------------------------
Creditors Thomas Hedlund, Lee McCormack, Jerald Salisbury,
Executive Treatment Corporation, Carolyn Rae Cole, and Clifford
Brodsky, who banded together to place "residential treatment
facility" operator Third Street Treatment Partners LLC in
bankruptcy, are asking the Court to replace management with a
Chapter 11 trustee.

Messrs. Hedlund, McCormack and Salisbury, Executive Treatment
Corporation, and Carolyn Rae Cole -- allegedly owed roughly
$140,000 -- filed an involuntary petition against Third Street
Treatment Partners LLC (Bankr. C.D. Calif. Case No. 11-62083) on
Dec. 23, 2011.  Clifford Brodsky later joined in the petition.
Judge Sheri Bluebond presides over the case.  Dean G. Rallis Jr.,
Esq. -- drallis@sulmeyerlaw.com -- at Sulmeyerkupetz, represents
the petitioning creditors.

Los Angeles, California-based Third Street Treatment -- also known
as Walking Miracles Los Angeles, Walking Miracles Malibu, Walking
Miracles Treatment Center, Walking Miracles Recovery Centers,
WMLA, and Walking Miracles Foundations Inc. -- was established in
April 2011 to operate as a "Residential Treatment Facility" for
the treatment of drug and alcohol dependent patients.  It operates
from two separate locations, one in Malibu and the other in
Koreatown.  Since its inception, the Debtor has been operated,
managed and controlled by its Chief Executive Officer, Christopher
Bathum.

However, according to the Creditors, Mr. Bathum's conduct has
evidenced a disregard for the Debtor's obligations to creditors
and his co-equity holder, which also has placed the safety and
welfare of the Debtor's patients at risk.

The Creditors alleged that, during the short history of the
Debtor, they have discovered a multitude of dishonest business
practices personally effectuated or directed by Mr. Bathum and the
Debtor's current Chief Operating Officer, Kirsten Wallace.  Mr.
Bathum directed at least one of the Petitioning Creditors to
fabricate financial and other documents -- directives with which
that Creditor refused to comply.  In addition, as a result of Mr.
Bathum's mismanagement and fiscal irresponsibility, the Debtor has
failed to pay its employees, landlords, and utility companies,
knowingly issuing checks drawn on accounts with insufficient
funds, which has placed the Debtor and its patients in constant
risk of eviction by its landlords.

The Creditors also noted that the Debtor has a serious need for
cash.  Mr. Brodsky, whose company is the Debtor's minority
interest holder and who has joined in the Petition, is interested
in providing (and is prepared to provide) financial support to the
Debtor, subject to Court approval and acceptable terms and
conditions, to ensure that the Debtor's operations continue in an
appropriate manner and in full compliance with all legal,
regulatory and health standards and requirements.  Mr. Brodsky
will do so only in the event an interim trustee is appointed to
replace Mr. Bathum and his existing management team.


WASHINGTON LOOP: Begins Soliciting of Votes on Plan
---------------------------------------------------
On Nov. 29, 2011, the U.S. Bankruptcy Court for the Middle
District of Florida entered an order on the Amended Disclosure
Statement (Doc. 106) filed by Washington Loop, LLC, in support of
the Debtor's Amended Plan of Reorganization, filed Sept. 8, 2011:

1. The Record Voting Date in this case will be the date which is
   21 days after the date of entry of this Order.

2. The holders of both scheduled claims or interests and timely
   filed claims or interests will be entitled to receive a
   Solicitation Package and cast a ballot in accordance with
   the provisions of the Federal Rules of Bankruptcy Procedure and
   the provisions of Title 11 of the United States Code.

3. Only the transferee of a secured or unsecured claim (i) whose
   claim is transferred on or prior to the Record Voting Date and
   (ii) who files an appropriate Notice of Transfer, in accord
   with Rule 3001 of the Federal Rules of Bankruptcy Procedure,
   with this Court on or prior to the Record Voting Date, will be
   entitled to receive a Solicitation Package and cast a ballot in
   accordance with the provisions of the Federal Rules of
   Bankruptcy Procedure and the provisions of Title 11 of the
   United States Code.

3. The Trustee may thereafter file a Second Amended Disclosure
   Statement on or before Jan. 6, 2012.

4. Any objections to the Trustee's Second Amended Disclosure
   Statement must be filed within 14 days after the
   filing of the Second Amended Disclosure Statement.

5. If the Second Amended Disclosure Statement contains sufficient
   information for this Court to preliminarily approve the same,
   this Court will enter a separate Order scheduling a combined
   hearing to consider approval of the Trustee's Second Amended
   Disclosure Statement, deadlines for solicitation of ballots,
   objections to confirmation, balloting and for confirmation of
   any Plan of Reorganization, as amended.

As reported in the Troubled Company Reporter on Sept. 30, 2011,
the Plan contemplates that post-confirmation, the Reorganized
Debtor will continue to be managed by Lovina Lehr, who has been
managing the Debtor for the past four years.

The Debtor's property located in Charlotte County, Florida, has a
current fair market value as a going concern of approximately
$41 million to $45 million based on an appraisal which was
conducted by Gillott Appraisal Services, Inc.  Accordingly, each
of the Mortgage Holders is fully secured and will be paid in full
on account of their Allowed Secured Claims as provided under the
Plan.

The Debtor's Plan also proposes payment on account of those claims
held by various taxing authorities, creditors whose claims are
secured by personal property of the Debtor, creditors whose claims
are unsecured, and insiders or affiliates of the Debtor.  After
the Bankruptcy Court's anticipated approval of a $3.25 million
postpetition credit facility, the Debtor will be able to purchase
equipment which will enable the Debtor to grow its monthly income
from operations from its current level of approximately $51,000
per month to an average of over $400,000 per month in the first
quarter of 2012.  As a result, the Debtor anticipates that it will
be readily able to satisfy its obligations in the Plan.

A copy of the Disclosure Statement, as amended, is available for
free at http://ResearchArchives.com/t/s?770b

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.  The trustee tapped Rock Enterprises, Inc., as
engineering consultant, Joseph R. Schortz, C.P.A, PLLC, as
accountants, Douglas Wilson Companies as broker, and Lovina Lehr
as consultant.


ZAIS INVESTMENT: Anchorage Wins Court OK to Liquidate CDO
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that hedge fund
Anchorage Capital Group won approval to liquidate a failed
collateralized-debt obligation, or CDO, under bankruptcy
protection in the first such case ever in the United States and
one that riled investors in structured finance vehicles.

Anchorage Capital Master Offshore Ltd., Anchorage Illiquid
Opportunities Offshore Master L.P., and GRF Master Fund L.P., has
filed a proposed prepackaged Chapter 11 plan of reorganization for
Zais Investment Grade Limited VII.

As reported in the Dec. 30, 2011 edition of the TCR, the Plan
Proponents have filed a Third Amended Plan of Reorganization,
under which, a company they have formed, NewCo, will buy assets of
the Debtor.  NewCo is an exempted limited partnership
organized under the laws of the Cayman Islands to be formed by the
Anchorage Plan Proponents.  NewCo will transfer to the Debtor New
LP interests and cash to fund the Debtor's senior obligations
under the Plan.  Holders of general unsecured claims and equity
interests won't receive anything under the Plan.

A copy of the Third Amended Plan of Organization of the Anchorage
Plan Proponents and the Hildene Plan Proponents is available for
free at http://bankrupt.com/misc/zaisinvestment.doc261.pdf

The plan proponents -- Anchorage Capital Master Offshore Ltd.,
Anchorage Illiquid Opportunities Offshore Master L.P., and GRF
Master Fund L.P., are represented by:

         Gerard H. Uzzi, Esq.
         WHITE & CASE LLP
         1155 Avenue of Americas
         New York, New York 10036-2787
         Tel: (212) 819-8200
         Fax: (212) 354-8113
         E-mail: guzzi@whitecase.com

              - and -

         Richard M. Meth, Esq.
         FOX ROTHSCIDLD LLP
         75 Eisenhower Parkway, Suite 200
         Roseland, New Jersey 07068
         Tel: (973) 992-4800
         Fax: (973) 992-9125
         E-mail: rmeth@foxrothschild.com

              About Zais Investment Grade Limited

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII. On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $365,771,549 in liabilities in its schedules.


* Altman Data Shows 50+ Firms Filed Chapter 22 From 2007-2011
-------------------------------------------------------------
The Wall Street Journal's Mike Spector and Julie Jargon report
that people familiar with the matter said Hostess Brands Inc. is
preparing to file for Chapter 11 bankruptcy protection as soon as
this week.  WSJ says Hostess' bankruptcy filing would join the
ranks of other companies forced to seek bankruptcy protection a
second time in recent years.  Between 2007 and 2011, more than 50
companies commenced "Chapter 22" bankruptcy cases, according to
the most-recent data compiled by Edward Altman, a New York
University finance professor, WSJ relates.

The Journal notes one of Hostess's challenges will be to avoid
liquidation, the fate of some other companies seeking bankruptcy
protection a second time.  In the past several years, for
instance, Hollywood Video chain owner Movie Gallery Inc. and
Polaroid Corp. have gone out of business after seeking bankruptcy
protection a second time.

Others have survived multiple bankruptcies, including auto
supplier Hayez Lemmerz International and Pliant Corp., a packaging
company acquired after its second reorganization.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        120.2       (9.2)       2.7
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US      2,232.8     (373.3)     125.6
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
ANGIE'S LIST INC  ANGI US        32.6      (38.9)     (25.9)
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC      AZO US      5,932.6   (1,347.1)    (736.3)
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
BLUESKY SYSTEMS   BSKS US         0.1       (0.2)       -
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
CANADIAN SATEL-A  XSR CN        174.4      (29.8)     (55.9)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,508.9   (7,456.0)   1,531.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CHENIERE ENERGY   CQP US      1,803.0     (524.1)      67.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
CHINA ADVANCED T  CADT US         0.0       (0.0)       0.0
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CLOROX CO         CLX US      4,077.0      (76.0)     (30.0)
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
DEAN FOODS CO     DF US       5,911.2      (58.1)     327.7
DENNY'S CORP      DENN US       280.6      (95.5)     (40.1)
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A         DTV US     18,232.0   (2,471.0)     103.0
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US      1,775.6     (558.0)    (478.3)
FNB UNITED CORP   FNBN US     1,643.9     (129.9)       -
FREESCALE SEMICO  FSL US      3,596.0   (4,488.0)   1,386.0
GENCORP INC       GY US         994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GROUPON INC       GRPN US       795.6      (15.6)    (301.0)
HCA HOLDINGS INC  HCA US     23,756.0   (9,062.0)   2,422.0
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
IDENIX PHARM      IDIX US        88.8       (2.3)      54.6
IMPERVA INC       IMPV US        42.5       (6.6)      (5.8)
INCYTE CORP       INCY US       371.2     (181.0)     225.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE CN       1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US    1,584.2     (242.2)    (215.6)
LEVEL 3 COMM INC  LVLT US     9,254.0     (523.0)   1,058.0
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN        477.7      (11.1)       -
MANNING & NAPIER  MN US          66.1     (184.6)       -
MEAD JOHNSON      MJN US      2,580.0     (144.8)     678.3
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
MERITOR INC       MTOR US     2,663.0     (961.0)     206.0
MONEYGRAM INTERN  MGI US      5,000.3     (108.2)      33.9
MOODY'S CORP      MCO US      2,521.3     (174.2)     525.1
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US       807.9     (346.2)      56.6
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
NPS PHARM INC     NPSP US       237.4      (38.6)     183.5
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       270.5     (243.2)      44.6
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US        22.6       (4.1)     (11.0)
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US      3,075.9      (50.7)    (199.1)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,728.6     (219.0)     419.1
SINCLAIR BROAD-A  SBGI US     1,563.8     (125.4)      45.7
SINCLAIR BROAD-A  SBTA GR     1,563.8     (125.4)      45.7
SMART TECHNOL-A   SMA CN        514.9       (9.4)     171.8
SMART TECHNOL-A   SMT US        514.9       (9.4)     171.8
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
THERAVANCE        THRX US       283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
UNISYS CORP       UIS US      2,566.9     (594.5)     464.7
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
VERISIGN INC      VRSN US     1,657.7     (166.7)     724.5
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US      1,086.5     (470.5)    (292.3)
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)



                           *********

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.


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