TCR_Public/120116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, January 16, 2012, Vol. 16, No. 13

                            Headlines

1225 MCBRIDE AVENUE: Status Conference Set for Feb. 14
1225 MCBRIDE AVENUE: Schedules Filing Deadline Moved to Feb. 5
17315 COLLINS: Case Summary & 20 Largest Unsecured Creditors
216 WEST 18: Use of Mortgage Lender's Cash Collateral Approved
3900 BISCAYNE: Keeps Control of Case Amid BB&T Dispute

4KIDS ENTERTAINMENT: Seeks More Time to Introduce Exit Proposal
AAR CORP: S&P Assigns 'BB' Rating to $175-Mil. Sr. Unsec. Notes
ADAK FISHERIES: Court Rules on Objection to City's Claims
AIDA'S PARADISE: Case Summary & 9 Largest Unsecured Creditors
ALEXANDER GALLO: Committee Hires CBIZ MHM as Financial Advisor

ALION SCIENCE: Moody's Affirms 'Caa1' Corporate; Outlook Negative
ALTAIR NANOTECHNOLOGIES: Receives Notice of Bid Price Deficiency
AMERICAN AIRLINES: USAir Taps Millstein, Barclays for Advice
AMERICAN AIRLINES: American Eagle Goes All-Jet From DFW
AMERICAN APPAREL: SEC Completes Investigation, Takes No Action

AMERICAN AXLE: Expects up to $2.9 Billion Sales in 2012
AMERICAN COMMERCE: Incurs $35,000 Net Loss in Nov. 30 Quarter
AMERICAN LASER: U.S. Trustee Forms 3-Member Creditors Committee
AMERICAN LASER: Court OKs Landis Rath & Cobb as Counsel
AMERIGROUP CORP: Moody's Rates Senior Notes 'Ba3', Outlook Stable

ANTHONY TRUJILLO: E.D.N.Y. Court Rejects Bid to Dismiss Lawsuit
AR BROADCASTING: Court Enters Final Order on Cash Collateral Use
AS SEEN ON TV: Amends 10.2 Million Common Shares Offering
B&F MARINE: Successfully Emerged From Bankruptcy
BLOCK COMMUNICATIONS: Moody's Rates $250MM New Debt at 'Ba3'

CASELLA WASTE: S&P Affirms 'B+' Corporate Credit Rating
CASH STORE: Moody's Assigns 'B3' Rating to C$125MM Notes Offering
CATALYST PAPER: Bonds Gain Ahead of Grace-Period Expiration
CATHOLIC CHURCH: Delaware Abuse Victims Settle for $7 Million
CATHOLIC CHURCH: Wilm. Case Advisors File Final Fee Applications

CATHOLIC CHURCH: Milw. Plan Filing Exclusivity Expires June 4
CATHOLIC CHURCH: Milw. Has Until Jan. 29 to Decide on Leases
CENTRAL FALLS: Teachers Plan to Challenge Bondholder Law
CENTURION PROPERTIES: Plan Confirmed; Battelle Valued at $75MM
CHARTER COMMS: S&P Assigns 'BB-' Rating to $750MM Senior Notes

CLARE AT WATER: Unsecured Creditors Retain FTI Consulting
CLARE AT WATER: Unsecured Creditors Retain SNR Denton as Counsel
CLARE OAKS: Employs A&M's Paul Rundell as CRO
CLARE OAKS: Committee Seeks to Employ Neal Wolf as Counsel
COATES INTERNATIONAL: Board Approves New Anti-Dilution Plan

CCS CORP: S&P Affirms 'B' Long-Term Corporate Credit Rating
CROWN CASTLE: Moody's Says Land Purchase Doesn't Affect 'Ba2' CFR
CUI GLOBAL: Conveys WayCool and WayFast to Olantra for $500,000
DELTA PETROLEUM: Taps Davis Graham as Special Corporate Counsel
DELTA PETROLEUM: Section 341(a) Meeting of Creditors Tomorrow

DJSP ENTERPRISES: Kerry Propper Discloses 9.7% Equity Stake
EASTMAN KODAK: Hogan Lovells Advising UK Pension Trustees
EASTMAN KODAK: Sues Fujifilm for Patent Infringement
ENEA SQUARE: Can Use NUCP Cash Collateral to Pay Taxes
ENTELOS INC: Clearlake Capital Acquires Controlling Stake

EXTENDED STAY: Asks to Deny Plea to Dismiss Blackstone Suits
EXTENDED STAY: Litigation Trustee Opposes Mezzanine Agreement
FNB UNITED: Amends 10.4 Million Common Shares Offering
GATEWAY METRO: Can Access Cash Collateral Until Jan. 27
GIORDANO'S ENTERPRISES: Expansion of F&P Services Approved

GRAY TELEVISION: R. Beizer to Retire as VP for Law & Development
GREAT PLAINS: Case Summary & 20 Largest Unsecured Creditors
HATHOR EXPLORATION: Confirms Notices of Compulsory Acquisition
HOSTESS BRANDS: Receives Court Approval of First Day Motions
HOSTESS BRANDS: Union Woes Claim "Offensive", Says BCTGM

INNER CITY: Gets OK to Auction Assets With Lead Bid From Lenders
INTEGRATED BIOPHARMA: Imperium Forbearance Extended to Jan. 20
INTERNATIONAL MEDIA: Seeks to Hire Epiq as Claims Agent
INTERNATIONAL MEDIA: Taps Landis Rath as Bankruptcy Counsel
JAZARCO INTERNATIONAL: Sec. 341 Creditors' Meeting Set for Feb. 7

JCK HOTELS: Can Hire Sook Hyun as Exclusive Financial Advisor
LACK'S STORES: Has Until March 1 to Solicit Plan Acceptances
LEGENDS GAMING: Moody's Cuts Corp. Family Rating to 'Ca'
LEHMAN BROTHERS: Settles Lawsuit Against Nomura International
LEHMAN BROTHERS: Wins Nod to Create No Fund to Pay D&O Defenses

LEHMAN BROTHERS: Ironbridge Homes Seeks Lift Stay
LEHMAN BROTHERS: Wins Nod to Tap Gleacher as Fin'l Advisor
LEHMAN BROTHERS: Agrees to $5-Bil. Reserve for Fannie Mae Claim
LEHMAN BROTHERS: LBI Trustee OKs Malachite 2006-1 Trust Close-Out
LEHMAN BROTHERS: Court Approves Dismissal of Suit vs. RBS

LEVEL 3 COMMS: S&P Keeps 'CCC' Rating on 8.625% Senior Notes
LUBBOCK HOUSING: Moody's Affirms 'Ba2' Rating on Refunding Bonds
MARKETING WORLDWIDE: Angus Gillis Discloses 7.6% Equity Stake
MESA AIR: Enters Into Settlement With Daimler, et al.
MESA AIR: Wells Fargo Applies for Administrative Expense Payment

MGM RESORTS: Proposes to Offer $500 Million Senior Notes
MGM RESORTS: Prices $850 Million in Senior Notes
MGM RESORTS: Fitch Rates $500-Mil. Sr. Unsecured Notes at 'B-'
MGM RESORTS: S&P Assigns 'B-' Rating to $500-Mil. Senior Notes
MUSCLEPHARM CORP: Inter-Mountain Discloses 9.9% Equity Stake

NAVISTAR INT'L: Fitch Affirms 'BB'; Outlook Stable
NCOAT INC: Fine-Tunes Proposed Plan Documents
NEWPAGE CORP: Files Schedules of Assets and Liabilities
NEWPAGE CORP: Court OKs Deloitte as Tax Services Provider
NEWPAGE CORP: Committee Can Hire Moelis as Investment Banker

NORGATE METAL: Hearing on Chapter 15 Petition Set for Feb. 2
NORTHAMPTON GENERATING: Creditors Meeting Continued until Feb. 8
NORTHERN BERKSHIRE: Files Modified Second Amended Plan and DS
OVERLAND STORAGE: Expects $15 Million Revenue for Q2 Fiscal 2012
PARMALAT SPA: Italian Court Adds 9 Years to C. Tanzi's Sentence

PARMALAT SPA: Italian Court Convicts Geronzi and Arpe for Fraud
PARMALAT SPA: NJ Court Rejects Claim Against Citigroup
PROVISION HOLDING: Incurs $665,000 Net Loss in March 31 Quarter
PURE BEAUTY: Wants Until May 1 to Propose Chapter 11 Plan
PURE BEAUTY: Wants Lease Decision Period Extended Until May 1

RESORTS DEVELOPMENT: Voluntary Chapter 11 Case Summary
ROBB & STUCKY: Settlement and Release Deal with BofA Gets Final OK
SEARS HOLDINGS: Suffers Setback as Large Lender Balks
SINO-FOREST CORP: Noteholders Waive Default Under Senior Notes
SOUTH GATE: S&P Lowers Rating on Certificates to 'BB+'

SUMMIT MATERIALS: Moody's Rates $220MM Sr. Sec. Notes at 'B3'
TEAM NATION: Company Name Changed to "Imperial Americas"
TMP DIRECTIONAL: Files Schedules of Assets and Liabilities
TOWN CENTER: Hearing on Plan Exclusivity Halt Set for Jan. 25
TELIPHONE CORP: George Metrakos Resigns from Board

THERMOENERGY CORP: Enters Into Warrants Amendments with Investors
THINES LLC: M&T Trust Has Until Today to Challenge Plan Outline
TRIBUNE CO: Rival Groups Asked To Set Final Confirmation Date
TRIBUNE CO: WTC Appeals Bankr. Court's Denial of Plan
TRIBUNE CO: Wins Approval of 57-11 49th Place Settlement

TRIBUNE CO: KPMG LLP Has 70% Reduction in Fees
TUNICA-BILOXI: Moody's Lowers CFR to 'B3', Outlook Stable
UNIVERSAL BIOENERGY: CEO Reports Plans to Hike Share Price
WASHINGTON MUTUAL: Moves Forward in Bid to Exit Chapter 11
WORLD SURVEILLANCE: Amends 63.9 Million Common Shares Offering

* Personal Bankruptcy Filings Down for First Time in Four Years
* 1.9 MM U.S. Properties Receive Foreclosure Filings in 2011

* S&P Downgrades Ratings on Nine Eurozone Sovereigns
* S&P Says Speculative-Grade Companies Rise
* Moody's Says Challenges to U.S. Private Label RMBS Will Persist
* Moody's Says 2012 Outlook for U.S. ABCP is Negative

* Mintz Levin Further Expands West Coast Presence
* Siguler Guff Closes First Distressed Real Estate Fund of Funds

* BOND PRICING -- For Week From Jan. 9 to 13, 2012



                            *********



1225 MCBRIDE AVENUE: Status Conference Set for Feb. 14
------------------------------------------------------
The Bankruptcy Court has set a Status Conference in the Chapter 11
case of 1225 McBride Avenue LLC on Feb. 14, 2012, at 10:00 a.m. at
MS-Courtroom 3A, in Newark, New Jersey.

Woodland Park, New Jersey-based 1225 McBride Avenue LLC filed for
Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-10258) Jan. 5,
2012.  Judge Morris Stern presides over the case.  The Debtor is
represented by Charles A. Stanziale, Jr., Esq., and Scott H.
Bernstein, Esq., at McCarter & English LLP, serve as the Debtor's
counsel.  The Debtor's exclusive right to file a bankruptcy plan
expires May 4, 2012. In its petition, the Debtor estimated $10
million to $50 million in assets and debts.


1225 MCBRIDE AVENUE: Schedules Filing Deadline Moved to Feb. 5
--------------------------------------------------------------
1225 McBride Avenue LLC won Court extension until Feb. 5 of the
deadline to file its missing schedules of assets and liabilities
and statement of financial affairs.  The Schedules and Statement
were originally due Jan. 19.

Woodland Park, New Jersey-based 1225 McBride Avenue LLC filed for
Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-10258) Jan. 5,
2012.  Judge Morris Stern presides over the case.  The Debtor is
represented by Charles A. Stanziale, Jr., Esq., and Scott H.
Bernstein, Esq., at McCarter & English LLP, serve as the Debtor's
counsel.  The Debtor's exclusive right to file a bankruptcy plan
expires May 4, 2012.  In its petition, the Debtor estimated $10
million to $50 million in assets and debts.


17315 COLLINS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 17315 Collins Avenue, LLC
        dba Sole on the Ocean
        dba Alba Mare
        17315 Collins Ave
        Sunny Isles Beach, FL 33160

Bankruptcy Case No.: 12-10631

Chapter 11 Petition Date: January 10, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joshua W. Dobin, Esq.
                  Michael S. Budwick, Esq.
                  MELAND RUSSIN & BUDWICK, P.A.
                  200 S Biscayne Blvd. #3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221
                  E-mail: jdobin@melandrussin.com
                          mbudwick@melandrussin.com

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

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

The petition was signed by Thomas L. Feeley, manager of WaveStone
Properties, LLC, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Short Acres, LLC          final judgment         $1,509,899
Harvard Business
Services, Inc.
its Registered Agent
16192 Coastal Hwy
Lewes, DE 19958

Sole Miami                loan for Robert        $500,000
Partners, LLC             Gallery
Steven Zelkowitz
1221 Brickell Ave,
Ste 1600
Miami, FL 33131

Robert Trusz              final judgment         $129,580
Law Office of Alexis
Gonzalez, PA
9755 SW 40 Terr
Miami, FL 33165

Kenco Hospitality, Inc.   final judgment         $86,770

Victor Todaro             final default          $86,640
                          judgment

Hotwire Comm. LLC         utility                $84,199

Cannon Financial          judgment               $43,419
Services, Inc.

Florida Power & Light     utility services       $42,634
General Mail Facility

Reisberg Law              Atty. for buyer        $38,891
                          litigation

Park One of Florida,      executory contract     $35,013
LLC

Indigo Services                                  $26,603

Spot Master                                      $20,479

City of North Miami       utility services       $17,460
Beach

Peoples Gas System Teco   utility                $17,267

ThyssenKrupp Elevator     executory contract     $15,809
Corp.

T-Y Group                                        $15,109

Lewis Johs Avallone       services               $13,170
Aviles, LLP

Marksman Security         contingent             $12,281
Corp.

Miami-Dade County Tax     2010 real estate       $11,048
Collector                 property taxes

Miami-Dade County Tax     2010 real estate       $10,158
Collector                 property taxes


216 WEST 18: Use of Mortgage Lender's Cash Collateral Approved
--------------------------------------------------------------
On Dec. 29, 2011, U.S. Bankruptcy Judge Stuart M. Bernstein
entered a final order authorizing 216 Owner LLC, 216 West Mezz
LLC, and 216 West 18 Holder LLC to use cash collateral of 216 W 18
Lender LLC, the mortgage lender, on the terms set forth in the
interim order dated Nov. 7, 2011.

As reported in the TCR on Nov. 30, 2011, the Debtors intend to use
cash collateral for the general purpose of operating their
mortgaged property through confirmation of their proposed plan of
liquidation, pursuant to a budget.

On Nov. 7, 2011, the Court granted the Debtors interim authority
to use Cash Collateral through the earlier of Jan. 31, 2012, or
upon an event of termination, which include failure by the Debtors
to obtain entry of a confirmation order for their chapter 11 plan
by Dec. 15, 2011.

The Court's interim order also directed a receiver to immediately
turn over all property of the Debtors, including all cash
collateral, to the Chief Restructuring Officer.  Prior to the
Petition Date, the Debtors engaged Steven A. Carlson as the CRO to
oversee all aspects of the Debtors' business and operations.
Prior to the Petition Date, Andrew L. Herz was appointed as
temporary receiver for the Mortgaged Property in a foreclosure
action pending as Index No. 650622/2009 E in the Supreme Court of
the State of New York, County of New York.

Judge Bernstein said the CRO will have the authority to delegate
to the Receiver the power to perform services with respect to the
Mortgaged Property in substantially the same manner as the
Receiver did prepetition, to the extent and as directed by the
CRO.

The mortgage lender, an affiliate of Fishman Holdings North
America Inc., purchased the Mortgage Loan from Bank of America
N.A.  As of Nov. 1, 2011, the total amount outstanding under the
Mortgage Loans aggregate $74,342,445.

The mortgage lender also purchased a mezzanine loan from BofA.
The bank, in turn, acquired the Mezz Loan from Torchlight Debt
Opportunity Fund II Mezzanine Sub LLC, f/k/a ING Clarion Debt
Opportunity Fund II Mezzanine Sub LLC.  As of Sept. 14, 2011, the
total amount outstanding under the Mezz Loan aggregate
$24.6 million.

                         About 216 West 18

216 West 18 Owner LLC, 216 West 18 Mezz LLC and 216 West 18 Holder
LLC own a parcel of improved real estate at 218 West 18th Street
in New York.  216 West 18 Owner is wholly owned by 216 West 18
Mezz.  Mezz is wholly owned by 216 West 18 Holder LLC.  Holder is
owned 94.2% by HAJ 18 LLC and 5.8% by JK 18 LLC.  HAJ 18, wholly
owned by Harry Jeremias, is the managing member of Holder.  The
216 West 18 entities do not have any employees.

The 216 West 18 entities, through their restructuring officer,
Steven A. Carlson, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 11-15110 to 11-15112) on Nov. 1, 2011.  In its
petition, 216 West 18 Owner estimated $50 million to $100 million
in both assets and debts.

The Debtors filed for bankruptcy to implement a prepackaged plan
of liquidation originally proposed by Atlas Capital Group LLC.
The Plan provides for the transfer of the Mortgaged Property to
their mortgage lender.

Atlas is represented by Greenberg Traurig LLP.  HAJ 18 LLC is
represented by Herrick Feinstein LLP.

The mortgage lender, 216 West 18 Lender, an affiliate of Fishman
Holdings North America, is represented by Alston & Bird LLP.


3900 BISCAYNE: Keeps Control of Case Amid BB&T Dispute
------------------------------------------------------
Judge A. Jay Cristol extended 3900 Biscayne, LLC's exclusive right
to solicit acceptances of its Plan of Reorganization, as may be
amended, for cause up to and through the conclusion and completion
of the confirmation hearing, which has yet to be scheduled by the
Bankruptcy Court.

The Nov. 30, 2011 edition of The Troubled Company Reporter noted
that the Debtor will work on resolving concerns or objections to
the Plan.  A hearing to consider approval of the Disclosure
Statement explaining the Plan was held on Aug. 9, 2011, after
which the Bankruptcy Court entered an Order

    (i) directing the Debtor to file an adversary proceeding by
        virtue of an agreement among the Debtor, creditor Branch
        Banking and Trust Company, and the U.S. Trustee Adversary,
        and

   (ii) ordering that the hearing to consider the approval of the
        Disclosure Statement is continued and will be rescheduled
        to a date after the adjudication of the Adversary
        Proceeding.

The Adversary Proceeding was filed on Sept. 20, 2011, seeking to
determine validity, extent and priority of liens of creditor
Branch Banking and Trust Company.  The Debtor has and will
continue to try and expedite the Adversary Proceeding.

BB&T, which asserts a secured claim arising out of a note in the
principal amount of $10,800,000, has filed a complaint seeking
foreclosure of the mortgage on the Debtor's property and monetary
damages against the Debtor.  BB&T, which claims that the Debtor
has defaulted on the note, is also opposing confirmation of the
Plan.

The Plan proposed by the Debtor provides that once the amount of
BB&T's allowed secured claim has been determined, BB&T will be
paid in full, including note rate interest, with a 25-year
amortization and a 4-year balloon.  To the extent that the
Debtor's rental income and the proceeds from the "third party
litigation claims" are insufficient to pay BB&T's claim, the
deficiency will be treated as an unsecured claim.

The Plan says that holders of allowed general unsecured claims
will be paid in full within 4 years from the Effective Date.
Holders of equity interests will retain their interests.

                    About 3900 Biscayne, LLC

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.

The Company filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
11-22948) on May 12, 2011, in Miami, Florida.  Judge A. Jay
Cristol presides over the case.  The Debtor disclosed $14,857,484
in total assets and $13,691,533 in total liabilities as of the
Chapter 11 filing.


James C. Moon, Esq., and Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., in Miami, represent the Debtor in its Chapter 11
effort.  Branch Banking & Trust Company is represented by
attorneys at Liebler, Gonzalez & Portuondo, P.A., in Miami,
Florida.


4KIDS ENTERTAINMENT: Seeks More Time to Introduce Exit Proposal
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that 4Kids Entertainment Inc.
says it needs more time to engineer a bankruptcy-exit plan in the
wake of a court decision that pushed a dispute over Yu-Gi-Oh!
trading cards, one of its big revenue makers, in its favor.

As reported in the Troubled Company Reporter on Jan. 11, 2012, the
second phase of the trial in a contract dispute over the Yu-Gi-Oh!
Series to determine the damages payable to 4Kids Entertainment
arising from the purported termination of the show's licensing
agreement has not been scheduled but is expected to start as early
as first quarter of 2012.  The U.S. Bankruptcy Court ruled in
favor of 4Kids in the first phase of the trial, deciding that the
Yu-Gi-Oh! property license agreement between the two was not
effectively terminated prior to the bankruptcy filing.

                    About 4Kids Entertainment

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

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code 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 and affiliates filed Chapter 11 petitions (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 consi8ts 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., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.


AAR CORP: S&P Assigns 'BB' Rating to $175-Mil. Sr. Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to U.S.-based aerospace supplier AAR Corp.'s proposed issuance of
$175 million of senior unsecured notes due 2022. "We also assigned
the notes a '4' recovery rating, indicating our expectation
that noteholders would receive average (30%-50%) recovery in a
payment default scenario," S&P said.

"At the same time, we lowered our issue ratings on the company's
existing convertible notes to 'B+' from 'BB-' and revised the
recovery rating to '6' (indicating negligible recovery
expectations) from '5'. The downgrade is due to the fact that the
convertible notes do not have subsidiary guarantees, so
they are structurally subordinated to the new notes and the
existing unsecured credit facility, which do," S&P said.

"The company plans to use the net proceeds from the offering to
repay a portion of its revolving credit facility borrowings, which
it incurred to fund the $280 million acquisition of Telair
International GmbH and Nordisk Aviation Products AS on Dec. 1,
2011. When the company announced the then-pending acquisition, we
stated that we believed credit protection measures would remain in
line with the rating, although we expected some modest
deterioration due to the acquisition, with pro forma debt to
EBITDA increasing to about 3.5x from 2.9x for the 12 months ended
Nov. 30, 2011. We also stated at that time that we expect credit
ratios to fully recover by the end of fiscal 2013 (ending May 31,
2013)," S&P said.

"Our ratings on AAR reflect the risks associated with its
commercial market, the highly cyclical airline industry. The
industry has higher financing requirements to support growth
initiatives, including potential additional acquisitions, and
competition limits profitability. AAR's established business
position, diversity from defense operations, and our expectations
of an overall appropriate financial profile partially offset these
factors," S&P said.

Ratings List
AAR Corp.
Corporate credit rating                BB/Stable/--

Ratings Assigned
Senior unsecured
  $175 mil. notes due 2022              BB
  Recovery rating                       4

Ratings Lowered; Recovery Ratings Revised
                                        To                 From
Senior unsecured
  1.75% convertible notes due 2026      B+                 BB-
   Recovery rating                      6                  5
  1.625% convertible notes due 2014     B+                 BB-
   Recovery rating                      6                  5
  2.25% convertible notes due 2016      B+                 BB-
   Recovery rating                      6                  5


ADAK FISHERIES: Court Rules on Objection to City's Claims
---------------------------------------------------------
Bankruptcy Judge Donald MacDonald IV sustained the objections by
Kenneth Battley, the chapter 7 trustee for Adak Fisheries LLC, to
Claim Nos. 21 and 114 filed by the City of Adak.  The Chapter 7
Trustee argues that Claim No. 21 is a duplicate of Claim No. 114.

Judge MacDonald also sustained the Chapter 7 Trustee's objection
to the scope of lien asserted by the City in its Claim No. 114.
Judge MacDonald agrees with the Chapter 7 Trustee that the City's
lien does not encumber funds in the estate that were realized from
the Debtor's intangible personal property.  However, as to the
unsecured balance of the claim, the judge said the portion that
represents the principal amount of unpaid sales taxes is allowed
as a priority tax claim under 11 U.S.C. Sec. 507(a)(8)(C), and the
remainder is allowed as a general unsecured claim.

Adak Fisheries was a shore-based fish processor located on Adak
Island, a remote island in the Aleutian chain.  Adak Fisheries
owed sales taxes to the City of Adak when it filed a chapter 11
petition (Bankr. D. Alaska Case No. 09-00623) on Sept. 11, 2009.
Attorneys at Christianson & Spraker represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10 million to $50 million.

The City had recorded a Notice of Claim of City Tax Lien in the
Aleutian Islands Recording District about five months before the
debtor's bankruptcy petition was filed, on April 23, 2009.
According to the City's notice, the debtor owed $546,191.50 for
unpaid sales taxes for tax periods from April 30, 2006 to April
30, 2009, plus accrued interest and penalties.  The notice stated,
"This lien is asserted against all real and personal property of
[Adak Fisheries LLC]." Both of the City's claims are based on this
tax liability.

While the case was pending under chapter 11, the Bankruptcy Court
approved a sale of the debtor's plant facility on Adak Island,
with its associated equipment and assets, for $488,000 cash.  The
sale was free and clear of the claims, liens and interests of all
entities other than the security interests of creditor
Independence Bank.  The liens attaching to the sale proceeds
included those claimed by the City, the State of Alaska, the
Internal Revenue Service, Pentech Leasing, and Muir Milach
Management, LLC, which claimed a fishermen's lien in the proceeds.

After the case converted to a chapter 7 proceeding in February
2010, Muir Milach filed an adversary proceeding against the City
and the chapter 7 trustee to determine the priority of its lien in
the sale proceeds.  The court determined that Muir Milach's
fishermen's lien primed the City's tax lien.  Muir Milach has now
been paid $393,570.73 of the sale proceeds, leaving a balance of
$62,319.77.

The Chapter 7 trustee believes the City's tax lien encumbers these
remaining funds by virtue of the notice of tax lien it recorded in
the Aleutian Islands Recording District.

Post-conversion, the court also approved a settlement between the
chapter 7 trustee and a Korean fish buyer regarding fish sale
proceeds.  The fish sale proceeds were seized in Korea and then
escrowed in Anchorage, prepetition, pending arbitration of a
dispute between the debtor and the fish buyer regarding
performance of a December 2007 freight contract.  The settlement
resulted in the estate receiving an additional $127,000.  The
trustee has also recovered $10,000 from insurance premium refunds.
He contends the City's lien does not encumber these assets, on
these grounds: 1) the definition of "property" in the City's
ordinance does not encompass cash or intangible personal property;
2) the City did not perfect its lien against the debtor's personal
property by recording a notice of lien in the Anchorage Recording
District; and 3) because the City's lien against the debtor's
intangibles was not perfected, it is ineffective as to the
trustee, who holds the status of a judicial lien creditor under 11
U.S.C. Sec. 544(a)(1).

A copy of Judge MacDonald's Jan. 10, 2012 Memorandum is available
at http://is.gd/Ag7lhxfrom Leagle.com.


AIDA'S PARADISE: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Aida's Paradise, LLC
        2450 Maitland Center Parkway, Suite 300
        Maitland, FL 32751

Bankruptcy Case No.: 12-00189

Chapter 11 Petition Date: January 6, 2012

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

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

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

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

The petition was signed by Dr. Adil R. Elias, manager.

Debtor's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ronical Int'l Trading              --                      $30,000
2450 Maitland Center Parkway, Suite 300
Maitland, FL 32751

Scherer Construction & Engineering --                      $28,500
Of Central FL
2909 Fairgreen Street
Orlando, FL 32803

Evans Engineering                  --                      $15,000
719 Irma Avenue
Orlando, FL 32803

Cuhaci Peterson                    --                      $12,500

Carlos P. Moreno                   --                       $7,500

Roy Law Firm                       --                       $5,000

Clement Electric                   --                       $2,500

Jennifer Donuts                    --                       $2,500

S.I Retaurant (I-Drive) LLC                                Unknown


ALEXANDER GALLO: Committee Hires CBIZ MHM as Financial Advisor
--------------------------------------------------------------
Alexander Gallo Holdings LLC's Official Committee of Unsecured
Creditors sought and obtained permission from the U.S. Bankruptcy
Court for the District of New York to retain CBIZ MHM, LLC and
CBIZ, Inc., as its financial advisor, nunc pro tunc to Nov. 16,
2011.

Esther DuVal, a managing director of CBIZ, attests that the
firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.

As reported in the TCR on Dec. 8, 2011, an affiliate of Bayside
Capital, Inc., completed the acquisition of the assets of
Alexander Gallo Holdings, LLC.


ALION SCIENCE: Moody's Affirms 'Caa1' Corporate; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Alion
Science and Technology Corporation to negative from stable.
Concurrently, Moody's affirmed all the company's ratings including
the Caa1 corporate family and probability of default ratings.  The
speculative grade liquidity ("SGL") rating is unchanged at SGL-3.

The following ratings were affirmed (with updated LGD
assessments):

  Corporate Family Rating, at Caa1

  Probability of Default Rating, at Caa1

  $35 million senior secured revolving credit facility due 2014,
  at B1 (LGD-1, 1%)

  $310 million senior secured notes due 2014, at B2 (LGD-2, 26%)

  $242 million unsecured notes due 2015, at Caa2 (LGD-5, 80%)
  from (LGD-5, 79%)

  Speculative grade liquidity, at SGL-3

Ratings Rationale

The change in outlook to negative is based on Alion's very high
leverage compounded by the upcoming difficult DOD budget
environment and upcoming covenant step-ups pressuring EBITDA
covenant headroom. For the trailing twelve month period ended
September 30, 2011, EBITDA as calculated per the company's
revolving credit facility definition, totaled $63.2 million versus
the minimum required threshold of $55.5 million. For the twelve
month period ended December 31, 2011, the minimum required EBITDA
steps up to $60.5 million and increases further to $63 million on
December 31, 2012.

The Caa1 corporate family rating reflects the company's continued
high leverage and weak interest coverage balanced against Alion's
healthy backlog and adequate liquidity profile. Moody's also notes
that although Department of Defense budget cuts are anticipated,
due to Alion's focus on highly sophisticated scientific and
engineering research services, the effect of these cuts on Alion
are likely to be less severe compared to others in the aerospace &
defense sector. Nevertheless, the company is not expected to be
immune to changes in the defense budget such as contract funding
delays which impacted fiscal 2011 results. Over the intermediate
term, credit metrics are expected to remain within the Caa rating
category.

Alion's adequate liquidity profile, denoted by the SGL-3 liquidity
rating, is supported by cash on the balance sheet ($20.8 million
at September 30, 2011), anticipated breakeven to positive free
cash flow generation over the next twelve months and a largely
undrawn facility at quarter-end with minimal usage on an intra-
quarter basis. At September 30, 2011, Alion reported no drawings
under its revolver. Covenant headroom is expected to be tight. If
the company were to lose access to its revolver due to
noncompliance with covenants as a result of lower than anticipated
2012 EBITDA generation, the SGL rating would likely be lowered to
SGL-4 reflecting a weak liquidity profile.

Negative rating momentum would develop if EBITDA and free cash
flow generation do not improve through 2012, if the company were
to begin relying on its revolver other than for light, temporary
working capital needs, or there were further deterioration in
leverage and interest coverage metrics.

The rating outlook could be changed to stable if the company grows
revenues and profitability in 2012, improves liquidity by
generating positive free cash flow and expanding headroom under
financial covenants. The ratings could be upgraded if the company
substantially improves its liquidity position and achieves
sustained growth in credit metrics such that debt to EBITDA and
EBIT/interest approach 6.0 times and 1.0 times, respectively.

The principal methodology used in rating Alion Science and
Technology Corporation was the Global Aerospace and Defense
Industry Methodology published in June 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.

Alion Science and Technology Corporation is an employee-owned
company that provides scientific research, development, and
engineering services related to national defense, homeland
security, and energy and environmental analysis. Particular areas
of expertise include naval architecture and engineering, defense
operations, modeling and simulation, technology integration,
information technology and wireless communications, energy and
environmental services. Revenue for the fiscal year ended
September 30, 2011 totaled $787 million.


ALTAIR NANOTECHNOLOGIES: Receives Notice of Bid Price Deficiency
----------------------------------------------------------------
Altair Nanotechnologies, Inc. disclosed notification from NASDAQ
that because Altair's common stock bid price has fallen below
$1.00 from Nov. 21, 2011 to Jan. 5, 2012, Altair is not in
compliance with Rule 5550(a)(2), which is NASDAQ's minimum bid
price rule. The notification has no effect on the listing of
Altair's common stock at this time, which will continue to trade
on the NASDAQ Capital Market under the symbol "ALTI."

The NASDAQ notice states that Altair has been provided a 180-day
grace period, through July 5, 2012, to regain compliance with Rule
5550(a)(2).  To regain compliance, the bid price for Altair's
common stock must close at $1.00 or higher for a minimum of 10
consecutive business days within the stated 180-day grace period.
At the close of the grace period, if Altair has not regained
compliance, it may be eligible for an additional grace period of
180 days, if it meets the initial listing standards, with the
exception of bid price, for the NASDAQ Capital Market and it
provides NASDAQ with notice of its intent to timely cure the bid
price deficiency.  If it is not eligible for an additional grace
period, Altair will receive notification that its securities are
subject to delisting, and it may then appeal the delisting
determination to a Hearings Panel.

Altair intends to monitor the bid price for its common stock
between now and July 5, 2012 and to consider available options to
resolve the deficiency and regain compliance with the NASDAQ
minimum bid price requirement, as to which no assurances can be
given.

                   About Altair Nanotechnologies

Headquartered in Reno, Nevada with manufacturing in Anderson,
Indiana, Altair Nanotechnologies Inc. --
http://www.altairnano.com/-- is a leading provider of energy
storage systems for clean, efficient power and energy management.
Altair's lithium titanate-based battery systems are among the
highest performing and most scalable, with applications that
include complete energy storage systems for use in providing
frequency regulation and renewables integration for the electric
grid, and battery modules and cells for transportation and
industrial applications.


AMERICAN AIRLINES: USAir Taps Millstein, Barclays for Advice
------------------------------------------------------------
The Wall Street Journal's Susan Carey, Gina Chon and Mike Spector
report that people familiar with the matter said Friday that US
Airways Group Inc. is being advised on a possible bid for American
Air by Jim Millstein, a former Treasury official who worked on
American International Group Inc.'s turnaround, and by Barclays
PLC's Barclays Capital.

One of the sources told WSJ that US Airways finds a combination
with AMR compelling but is waiting for AMR to sort through its
bankruptcy issues before making any formal proposals.

WSJ notes AMR has stressed that it is focused on reorganizing and
staying independent.

Delta Air Lines Inc. and private-equity firm TPG Capital are two
other entities that reportedly are studying bids for AMR.  Delta
has engaged Blackstone Group as its financial adviser to do the
same, some of the sources have told WSJ.

According to WSJ, it is unclear if other suitors will emerge.  The
report notes AMR's main European alliance partner, International
Consolidated Airlines Group SA, brushed off the question Friday by
saying that American is a valued member of its global alliance and
IAG looks forward to continuing to work with AMR.  U.S. laws
prohibit foreigners from owning more than a 25% voting stake and a
49% economic interest in a U.S. airline.

IAG owns British Airways and Spanish carrier Iberia.  Those two
and American are members of the Oneworld alliance and have a tight
joint venture across the Atlantic in which they share revenue and
plan capacity and prices.

The Journal relates Wall Street analysts differ on how they expect
AMR's situation to play out:

     -- Hunter Keay, of Wolfe Trahan & Co., said he thinks there
        is only a 20% likelihood that AMR will emerge from
        Chapter 11 as a stand-alone entity, down from 50% before
        the outside interest was revealed.  Delta and US Airways
        are "two very motivated buyers who are willing to make
        concessions to get a deal done for defensive growth,"
        he said.

     -- Helane Becker, of Dahlman Rose & Co., said she expects
        some AMR assets will be sold?rather than the entire
        company being purchased.  "We believe Delta would make
        bids for American's Latin American operations," she said
        in a research note Friday. "If there were a bidding war
        for these assets, we believe Delta could easily muscle
        out most competitors."

     -- Maxim Group LLC analyst Ray Neidl said in a note that
        the sheer size of a Delta-American combo would be a
        deterrent to antitrust approval, and would probably
        necessitate AMR abandoning Chicago as a hub.  A more
        feasible plan wouldbe a joint bid by US Airways and
        TPG, he said.

According to the Journal, people familiar with the matter said
Delta has conducted antitrust analysis and believes that, with
concessions, a tie-up with American could get approval.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: American Eagle Goes All-Jet From DFW
-------------------------------------------------------
American Eagle Airlines, the regional affiliate of American
Airlines, is replacing all of its ATR turboprop aircraft operating
from Dallas/Fort Worth International Airport.  Fourteen markets
throughout Arkansas, Louisiana, Missouri, Oklahoma and Texas will
have all-jet service beginning Jan. 31.  The airline will operate
the daily flights with a combination of 37-, 44- and 50-seat jets.

"We are pleased to once again provide jet service to all Eagle
destinations from our hub in Dallas/Fort Worth," said Gary Foss,
Managing Director - Network Planning for American's regional
network.  "We know our customers will enjoy the comfortable, quiet
ride of these Embraer jets, enhancing their overall travel
experience."

These are the cities served from Dallas/Fort Worth that will
switch to all-jet service on Jan. 31:

        Destination            Daily Departures
        College Station, Texas 3
        Fort Smith, Ark.       4
        Joplin, Mo.            2
        Killeen, Texas         9
        Lawton, Okla.          5
        Longview, Texas        2
        Lubbock, Texas         7
        Monroe, La.            2
        Shreveport, La.        7
        San Angelo, Texas      4
        Waco, Texas            4
        Wichita Falls, Texas   3
        Texarkana, Texas       3
        Tyler, Texas           4

                       About American Eagle

American Eagle - named Best Regional Airline in North America by
the 2011 World Airline Awards - operates more than 1,500 daily
flights to over 170 cities throughout the United States, Canada,
the Bahamas, Mexico and the Caribbean on behalf of American
Airlines.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN APPAREL: SEC Completes Investigation, Takes No Action
--------------------------------------------------------------
As disclosed in its quarterly report on Form 10-Q for the quarter
ended June 30, 2011, American Apparel, Inc., received a subpoena
from the Securities and Exchange Commission in August 2010 for
documents relating to the SEC's investigation surrounding the
change in the Company's registered independent accounting firm and
the Company's financial reporting and internal controls.  The
Company also received a subpoena in May 2011 from the SEC for
documents relating to a complaint filed by a former employee with
the Occupational Safety & Health Administration in November 2010
that contains allegations regarding, inter alia, the Company's
policies with respect to and accounting of foreign currency
transactions and transfer pricing.

The Company cooperated fully with the subpoenas and investigation,
and on Jan. 9, 2012, the Company received a letter from the SEC's
Los Angeles regional office stating that its investigation was
completed, and that it did not intend to recommend any enforcement
action against the Company to the Commission.

                      About American Apparel

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

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICAN AXLE: Expects up to $2.9 Billion Sales in 2012
-------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, American Axle & Manufacturing Holdings, Inc., said it
expects full year sales in 2012 to be approximately $2.8 to $2.9
billion.  This sales projection is based on the anticipated launch
schedule of programs in AAM's new business backlog and the
assumption that the U.S. Seasonally Adjusted Annual Rate of sales
increases from approximately 12.8 million vehicle units in 2011 to
approximately 13.0 to 13.5 million vehicle units in 2012.

AAM expects to be solidly profitable and to generate adjusted
earnings before interest expense, income taxes and depreciation
and amortization (Adjusted EBITDA) as a percentage of sales in the
range of 14.0% to 14.5% in 2012.

AAM expects full year capital spending in 2012 to approximate 6.0%
of sales to support AAM's $1.1 billion new business backlog,
launching between 2012 to 2014.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at Sept. 30, 2011, showed $2.23
billion in total assets, $2.60 billion in total liabilities, and a
$373.30 million total stockholders' deficit.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN COMMERCE: Incurs $35,000 Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss available to common stockholders of $35,025
on $594,450 of net sales for the three months ended Nov. 30, 2011,
compared with a net loss available to common stockholders of
$120,430 on $480,511 of net sales for the same period a year ago.

For the nine months ended Nov. 30, 2011, the Company reported a
net loss available to common stockholders of $162,252 on $1.82
million of net sales, compared with a net loss available to common
stockholders of $309,478 on $1.67 million of net sales for the
same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $5.05 million
in total assets, $4.74 million in total liabilities and $303,713
in total stockholders' equity.

As reported in the TCR on June 6, 2011, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce Solutions' ability to continue as a going concern,
following the Company's results the fiscal year ended Feb. 28,
2011.  Mr. Messineo noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of February 2011 the Company is in
default of several notes payable.

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

                        http://is.gd/GD7Vn2

                      About American Commerce

Bartow, Florida-based American Commerce Solutions, Inc., is a
multi-industry holding company for its operating subsidiaries.  As
of the close of its most recently completed fiscal year end, the
Company had one wholly owned subsidiary operating in the
manufacturing segment.  The operating subsidiary is International
Machine and Welding, Inc., located in Bartow, Florida.

International Machine and Welding, Inc., provides specialized
machining services for heavy industry.


AMERICAN LASER: U.S. Trustee Forms 3-Member Creditors Committee
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
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 ALC Holdings LLC, et al.

The Creditors Committee members are:

      1. Intergrated Media Solution Partner
         Attn: William Feldman
         650 Fifth Avenue, 35th Floor,
         New York, NY 10019

      2. Physician Sales & Service
         Attn: Dawn M. Hansen
         4345 Southpoint Blvd.
         Jacksonville FL 32216
         Tel: 907-380-4500
         Fax: 904-332-3223

      3. Signature Specialists
         Attn: James Krupp
         60 Revere Drive, Suite 200
         Northburg IL 60062
         Tel: 224-639-1802
         Fax: 224-639-1060

                   About American Laser Centers

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

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

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

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


AMERICAN LASER: Court OKs Landis Rath & Cobb as Counsel
-------------------------------------------------------
ALC Holdings LLC dba American Laser Centers and its affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Delaware to employ Landis Rath & Cobb LLP as
counsel.

                   About American Laser Centers

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

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

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

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


AMERIGROUP CORP: Moody's Rates Senior Notes 'Ba3', Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior debt rating to
AMERIGROUP Corporation's (AMERIGROUP, NYSE:AGP) $75 million senior
note issuance. The new debt issuance is an add-on to the company's
$400 million debt offering dated November 16, 2011.  The rating
agency also assigned provisional shelf ratings (senior debt at
(P)Ba3) to AMERIGROUP's multiple seniority shelf filed on December
12, 2011. The outlook on the ratings is stable.

Ratings Rationale

Moody's said that the $75 million debt issuance is a drawdown on
AMERIGROUP's shelf filed in December 2011. The intended use of the
total proceeds of $475 million (including the November 16, 2011
issuance), is to refinance the $260 million of outstanding
convertible notes due 2012, fund the acquisition of the operating
assets and contract rights of Health Plus (unrated) in New York,
which is being purchased for $85 million and is expected to close
in the first half of 2012, and for general corporate purposes.

Moody's Ba3 senior debt rating for AMERIGROUP is based on the
company's concentration in the Medicaid market offset by its good
consolidated risk-based capital level, relatively stable financial
profile and moderate financial leverage (adjusted financial
leverage of approximately 32% with the additional debt issuance).

The rating agency stated that AMERIGROUP's ratings could be
upgraded if NAIC RBC is maintained at a level of at least 200% of
CAL, adjusted financial leverage is reduced to 25%, EBITDA margins
are maintained in the 6% range, and if there is continued
diversification through expansion into new geographies or
introduction of new products in existing states. However, Moody's
said that if there is a loss or impairment of one or more of
AMERIGROUP's Medicaid contracts, if the consolidated NAIC RBC
ratio falls below 150% CAL, or if EBITDA margins fall below 3%,
then the ratings may be downgraded.

The principal methodology used in rating AMERIGROUP was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.

The following ratings were assigned with a stable outlook:

AMERIGROUP Corporation -- senior unsecured debt rating at Ba3;
senior unsecured debt shelf rating at (P)Ba3; subordinated debt
shelf rating at (P)B1; preferred stock shelf rating at (P)B2.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia. For the first nine months of 2011 total revenue was $4.7
billion, with medical membership as of September 30, 2011 of
approximately 2 million members. As of September 30, 2011 the
company reported shareholders' equity of $ 1.3 billion.


ANTHONY TRUJILLO: E.D.N.Y. Court Rejects Bid to Dismiss Lawsuit
---------------------------------------------------------------
Magistrate Judge A. Kathleen Tomlinson denied the defendants'
letter motion to dismiss the lawsuit, DORIS CANDELARIE, as trustee
of the MARCEL A. TRUJILLO 2503 (C) TRUST and the DOMINIC A.
TRUJILLO 2503 (C) TRUST, ANTHONY TRUJILLO and DENISE TRUJILLO, v.
SCIENTIFIC INNOVATIONS, INC., JOSEPH H. BRONDO, JR., and PHYLLIS
BRONDO, No. CV 08-1714 (E.D.N.Y.), pursuant to a Jan. 11, 2012
Order available at http://is.gd/OzwJCEfrom Leagle.com.

The Magistrate Judge noted that for a myriad of reasons, including
various parties filing for bankruptcy and three separate sets of
counsel withdrawing as counsel for Plaintiffs, the pre-trial phase
of the lawsuit has moved at an extraordinarily slow pace.

At the Sept. 6, 2011 hearing, the District Court became aware of
the fact that Plaintiff Anthony Trujillo had initially filed a
Chapter 11 bankruptcy, which was then converted to a Chapter 7.
On Oct. 10, 2011, Mr. Trujillos' bankruptcy trustee submitted a
letter stating that "I have determined that I will not enter an
appearance in this matter and have filed a Notice of Abandonment
with the Bankruptcy Court in Colorado.  As I am sure you are
aware, that abandonment will revest Mr. Trujillo with full
authority in the litigation."


AR BROADCASTING: Court Enters Final Order on Cash Collateral Use
----------------------------------------------------------------
Judge Brendan L. Shannon entered a final order authorizing AR
Broadcasting Holdings, Inc., et al., to utilize cash collateral of
NexBank, SSB, as successor administrative agent and collateral
agent to Deutsche Bank Trust Company Americas, and a group of
secured prepetition lenders.

As adequate protection of their interests in the Prepetition
Collateral, the Prepetition Secured Lenders are granted: (i)
allowed superpriority administrative claims under Section 507(b)
of the Bankruptcy Code; and (ii) valid perfected replacement
security interest in and lien on all assets of the Debtors subject
only to senior liens and a "Carve-Out" amount for professional
fees.

Provisions of the Final Cash Collateral Order survive confirmation
of the Debtors' Prepackaged Joint Plan of Reorganization and the
occurrence of the Plan Effective Date.

                        About AR Broadcasting

AR Broadcasting Holdings Inc., AR Broadcasting LLC, and AR
Licensing LLC sought bankruptcy protection (Bankr. D. Del. Case
Nos. 11-13674 to 11-13676) on Nov. 17, 2011.  AR Broadcasting, et
al., are struggling Missouri and Texas Radio stations owned by
Cumulus Media Inc.  The Chapter 11 filing is a move to restructure
the debt-heavy finances of the subsidiary companies that control
them.

Based in Atlanta, Georgia, Cumulus Media Inc. is the second
largest radio broadcaster in the United States based on station
count, controlling 350 radio stations in 68 U.S. media markets.

Judge Brendan Linehan Shannon presides over the case.  DLS Claims
Administration, LLC, is the claims and notice agent.  Adam G.
Landis, Esq., and William E. Chipman, Jr., Esq., at Landis Rath &
Cobb LLP, serve as bankruptcy counsel.

AR Broadcasting Holdings estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.  The petitions
were signed by Linda Hill, vice president and principal accounting
officer.


AS SEEN ON TV: Amends 10.2 Million Common Shares Offering
---------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.4 to Form S-1 registration statement
relating to periodic offers and sales of 10,257,045 shares of
common stock by Bang TVG, LLC, Donald Barnett, Robert Bea, et al.,
which includes:

   -- up to 3,544,545 shares of common stock issued and
      outstanding as of Jan. 10, 2012;

   -- up to 2,237,500 shares of common stock issuable upon the
      possible exercise of the Company's Series A Warrants;

   -- up to 2,237,500 shares of common stock issuable upon the
      possible exercise of the Company's Series B Warrants; and

   -- up to 2,237,500 shares of common stock issuable upon the
      possible exercise of the Company's Series C Warrants.

The Company will not receive any of the proceeds from the sale of
common stock covered under this prospectus.  To the extent the
warrants are exercised on a cash basis, the Company will receive
proceeds of the exercise price.  The Company intends to use those
proceeds for working capital and other general corporate purposes.
The shares of common stock are being offered for sale by the
selling security holders at prices established on the OTC Markets
during the term of this offering. These prices will fluctuate
based on the demand for the shares of common stock.

The selling security holders may sell their shares of common stock
in the public market based on the market price at the time of sale
or at negotiated prices or in transactions that are not in the
public market.

The Company's common stock is quoted on the OTC Markets under the
symbol "ASTV".

A full-text copy of the amendment is available at:

                        http://is.gd/cCxtwA

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  The Company identifies, develops, and markets
consumer products.  The Company's  strategy employs three primary
channels: Direct Response Television (Infomercials), Television
Shopping Networks and Retail Outlets.

The Company's balance sheet at Sept. 30, 2011, showed $3.5 million
in total assets, $13.9 million in total current liabilities, and
a stockholders' deficit of $10.4 million.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about H&H Imports' ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2011.  The independent auditors noted that of the
Company's recurring losses from operations and negative cash flows
from operations.


B&F MARINE: Successfully Emerged From Bankruptcy
------------------------------------------------
National restructuring and turnaround firm ACM Capital Partners
disclosed that its client, B & F Marine, Inc., one of Miami's
oldest marine retailers, has successfully emerged from protection
under Chapter 11 of the United States Bankruptcy Code.

"We're pleased that B&F Marine, a local institution, has been
restored to its stakeholders and achieved the stability it needs
to move forward," said Jim Martin, Managing Partner of ACM Capital
Partners.

The restructuring plan received unanimous approval from the
creditors.  Plan confirmation without any dissenting creditor is
unusual and is a testament to the business owners and
professionals that served on the deal.

"As difficult as the restructuring has been, our doors remained
open throughout as they have since 1961," said Antonio Veciana,
Jr., president of family owned B & F Marine.  "We are coming out
stronger and will continue to serve our clients and suppliers for
many more years thanks to the good work of ACM Capital Partners
and Infante Zumpano," he added.

"ACM was instrumental in its ability to communicate with creditors
on a business level and lend credibility to performance
projections, key parts of any successful restructuring," said Luis
Salazar, attorney for B & F Marine and chair of the Infante
Zumpano's business reorganization and bankruptcy practice.

                  About ACM Capital Partners

Headquartered in Miami, ACM Capital Partners is a national
turnaround and financial restructuring firm specializing in
assisting middle market companies in transition or distress.
ACM's team of professional advisors has assisted clients ranging
from small businesses to Fortune 100 Companies.  The ACM team
brings decades of experience to every client engagement, and has
built a reputation of helping clients create value and provide
strategic solutions to both short and long-term financial issues.

                       About B&F Marine

B&F Marine is marine retailer in Miami.  Anti-Castro activist
Antonio Veciana founded B&F Marine in 1961.  During good times, it
expanded to four locations, but has since closed three and is
focusing on its main location at 4001 S.W. 72nd Ave.

B&F Marine, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 10-48748) on Dec. 22, 2010.

Luis Salazar, Esq., at Infante, Zumpano, Hudson & Miloch, LLC, in
Coral Gables, Florida, serves as counsel.  IN its schedules, the
Debtor disclosed $4,393,609 in assets and $3,071,251 in
liabilities.


BLOCK COMMUNICATIONS: Moody's Rates $250MM New Debt at 'Ba3'
------------------------------------------------------------
Moody's Investors Services assigned a Ba3 rating and LGD4 -- 58%
assessment to Block Communications, Inc.'s proposed $250 million
Senior Notes due 2020. Moody's also affirmed Block's Ba3 Corporate
Family Rating (CFR) and Ba3 Probability of Default Rating (PDR).
The new debt issuance will be used to refinance the existing $115
million 1st lien sr secured term loan and $150 million sr notes.
The rating outlook is stable.

Assignments:

Issuer: Block Communications, Inc.

  New $250 Million Senior Notes due 2020: Assigned Ba3,
  LGD4 -- 58%

Affirmed:

Issuer: Block Communications, Inc.

  Corporate Family Rating: Affirmed Ba3

  Probability of Default Rating: Affirmed Ba3

Outlook Actions:

Issuer: Block Communications, Inc.

Outlook is Stable

To be withdrawn at the close of the proposed transaction:

  -- $115 Million 1st lien senior secured term loan
     ($108.4 Million outstanding) due December 2012: Ba1,
     LGD2 -- 16%

  -- $150 Million senior notes ($150 Million outstanding) due
     December 2015: B1, LGD5 -- 71%

Ratings Rationale

The Ba3 CFR reflects our expectation of Block's moderate pro forma
debt-to-EBITDA ratio of 3.4x (including Moody's standard
adjustments) and approximately 5% pro forma free cash flow-to-debt
ratios by the end of FY2012. Block's consistent cable operations
support the Ba3 corporate family rating, despite continued EBITDA
losses from the newspaper segment and broadcast EBITDA margins
below rated industry peers. Ratings reflect the stable performance
of cable operations and our view that management needs to ensure
that EBITDA losses from newspaper operations are contained so they
do not magnify their current negative impact on consolidated
results. Secular changes negatively impacting traditional print
media, especially newspapers, continue to pressure the company's
publishing revenue and free cash flow. Additionally, the
advertising-reliant publishing and broadcast segments expose the
company to economic cycles. Liquidity is good with cash balances
expected to remain above $20 million and approximately $85 million
of availability under its $100 million revolver due 2016
(unrated).

The stable outlook reflects our expectation that debt-to-EBITDA
ratios (including Moody's standard adjustments) will remain below
4.5x with free cash flow remaining positive as continued growth in
EBITDA for cable and telephony segments offsets losses from
newspapers.

Ratings could be downgraded if we project an inability to generate
positive free cash flow or deterioration in cable segment's
performance. Increased EBITDA losses in the newspaper segment or
expectations for debt-to-EBITDA ratios being sustained above 4.5x
(including Moody's standard adjustments) could lead to a
downgrade. The company's lack of national or regional scale and
newspaper exposure constrain ratings; however, ratings could be
upgraded if newspaper revenues stabilize and debt-to-EBITDA
leverage is sustained below 3.0x (including Moody's standard
adjustments) with free cash flow-to-debt ratios of 10%.

Block's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Block's core industry and
believes Block's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

A privately held diversified media company, Block Communications,
Inc. has operations in cable television (48% revenues in 2010),
newspaper publishing (36%), and television broadcasting (10%). Its
cable operations serve approximately 159,500 customers in the
greater Toledo, Ohio metropolitan area (including Michigan
suburbs) as well as Sandusky, OH. Block operates two daily
metropolitan newspapers in Pittsburgh, PA and Toledo, OH, as well
as television stations in Louisville, KY; Lima, OH; Boise, ID; and
Decatur, IL. The company maintains its headquarters in Toledo, OH
and generated revenues of $442 million through the 12 months ended
September 30, 2011.


CASELLA WASTE: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
rating and '5' recovery rating on $21.4 million of solid waste
revenue bonds issued by the Finance Authority of Maine (FAME) in
2005. The bonds will be guaranteed by Rutland, Vt.-based Casella
Waste Systems Inc. and are expected to be remarketed on Feb. 1,
2012. We left our 'A/A-1' long- and short-term ratings on the
remaining $3.6 million non-remarketed portion unchanged. "We
affirmed our other ratings on Casella, including the 'B+'
corporate credit rating," S&P said.

"The rating on the $21.4 million of solid waste revenue bonds
reflects the bonds' upcoming Feb. 1, 2012, remarketing and
withdrawal of LOC support," said Standard & Poor's credit analyst
James Siahann. "Our '5' recovery rating reflects our view that the
holders of the remarketed revenue bonds can expect a modest (10%
to 30%) recovery in the event of a payment default. The payment
on the bonds is junior to the outstanding debt under the $227.5
million senior secured revolving credit facility and $180 million
senior secured second-lien notes, but is senior in right of
payment to the $200 million subordinated debt. The ratings on the
remaining $3.6 million of the bonds reflect the expected retention
of LOC support," S&P said.

All $25 million of the bonds were originally issued in 2005 as
LOC-backed variable-rate obligations, with the ratings linked to
LOC provider Bank of America N.A. The bonds mature on Jan. 1,
2025, and are secured solely by pledges of payments derived by
FAME under a loan agreement with Casella (the guarantor).

"The ratings on Casella reflect a highly leveraged financial risk
profile marked by high debt balances and minimal free cash
generation. We view Casella's business risk profile as 'fair'
under our criteria, reflecting the company's participation in an
industry currently experiencing favorable conditions, its
competitive market positions in its operating regions, and
consistent profitability despite its somewhat modest scale of
operations," S&P said.

Casella is a vertically integrated provider of collection,
recycling, transfer, and disposal services to residential,
commercial, and industrial customers. Its trailing-12-month sales
as of Oct. 31, 2011, were $478 million (after divesting certain
nonintegrated recycling facilities in March 2011), making the
company one of the larger regional solid waste haulers. It
operates predominantly in the northeastern U.S. and focuses on
competing in secondary and tertiary markets. Casella occupies the
largest or second-largest market position in about 80% of the
markets it serves. Roughly 82% of revenues are derived from its
solid waste operations, with 10% coming from the remaining
integrated recycling assets and another 8% from major accounts.
Within Casella's solid waste operations, collection accounted for
43% of segment revenue during its fiscal year ended April 30,
2011, followed by disposal (23%), processing and recycling (11%),
and power/landfill gas to energy (5%).

"Casella's operating performance in fiscal 2012 has rebounded
sequentially from the deterioration experienced during the last
two quarters of fiscal 2011. Revenues were affected by weather-
related issues and weak landfill volumes. Revenues from core price
increases (that is, excluding surcharges) grew 1.4% in the quarter
ended Oct. 31, 2011, and adjusted EBITDA margin was 27%, which
is slightly greater than the average of 24% over the preceding two
years. In our view, some of the factors that contributed to this
were one-off events as opposed to structural degradation in the
solid waste collection and disposal business. We believe Casella's
operating performance will likely improve in subsequent quarters
due to economic growth, cost reductions, and pricing initiatives.
Casella expects additional savings from the subsequent redemption
of its 11% second-lien notes ($10 million in savings);
consolidation of back-office functions into its customer care and
shared service center ($1.3 million); and fleet efficiency.
However, we also recognize the risk that sizable and consistent
pricing gains may be difficult to achieve due to municipal budget
pressures and competitive bidding," S&P said.

"We characterize Casella's financial risk profile as 'highly
leveraged' under our criteria, because the company continues to
carry $594 million of adjusted debt. Based on our calculations, it
had total adjusted debt to EBITDA of 5.8x and funds from
operations (FFO) to total adjusted debt of 10% as of Oct. 31,
2011 -- these figures are at the low end of, but still consistent
with, our expectation at the current ratings," S&P said.

"Management has stated that debt reduction is a key initiative and
has targeted a reported debt to EBITDA ratio of 3.5x by fiscal
2013. Incorporating our adjustments for debt-like obligations,
this translates to approximately 4.5x. We view management's
efforts to adopt a less-aggressive capital structure as favorable.
However, weak economic trends could slow the beneficial effects of
operational efficiencies and lower fixed charges on Casella's free
cash flow and overall financial risk profile. Part of the
company's deleveraging strategy has involved asset sales, and we
will monitor if or when the company decides to divest its 50%
share of the US GreenFiber LLC joint venture and/or its 6.4% share
of RecycleRewards Inc. (Casella's share of RecycleRewards was
reduced in October 2011 from 8.2% due to an equity offering to a
third-party investor)," S&P said.

"The outlook is negative. The company has limited headroom under
certain financial covenants, and failure to improve this could
keep Casella's liquidity under pressure; this could prompt us to
lower the ratings. We could also lower the ratings if a downturn
in the business or the economy causes earnings or cash flow to
deteriorate and liquidity and financial covenant headroom continue
to erode, or if it becomes apparent to us that the company will
not be able to maintain FFO to total adjusted debt near 10%. We
note that industry pricing could become increasingly competitive
and weaker economic growth could slow the progress we expect the
company to make in strengthening its financial risk profile," S&P
said.

"However, Casella could improve its covenant headroom levels by
demonstrating improved operating performance in subsequent
quarters or by divesting other assets and using the proceeds to
reduce debt. Although we believe that Casella remains committed to
reducing debt (as evidenced by its use of asset divestiture
proceeds in 2011 to repay term loan borrowings, reducing debt by
more than $100 million), we believe it's unlikely that the pace of
deleveraging would be rapid enough to warrant higher ratings
within the next year. While less likely, we could raise the
ratings if improvement in operating results or proceeds from
additional asset sales enables the company to generate FFO to debt
approaching 15%," S&P said.


CASH STORE: Moody's Assigns 'B3' Rating to C$125MM Notes Offering
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3 rating to the C$125 million senior secured notes issuance
of The Cash Store Financial Services Inc. ("CSFS"). The rating
outlook is stable.

Ratings Rationale

The ratings reflect the company's solid franchise positioning
within Canada. CSFS is a market leader in Canada in providing
alternative financial products and services and benefits from a
more favorable regulatory regime in relation to comparable firms
in the United States. The company also benefits from a relatively
strong balance sheet with a positive tangible net worth position.

Balancing these credit positives are a number of credit
challenges:

Product concentration. As of September 30, 2011 payday loan fees
accounted for 72% of revenues. Enabling legislation has been
passed by most of the Canadian provinces; nevertheless Moody's
views the payday lending product as a particularly risky product
due to ongoing political and regulatory event risk.

Geographic concentration. As of September 30, 2011, 98% of the
company's 586 stores were located in Canada, and 75% of stores are
located in three provinces, Ontario (200), Alberta (131), and
British Columbia (110). Geographic concentration renders the
company vulnerable to unforeseen circumstances including
unfavorable legislative and/or regulatory initiatives. CSFS is
planning to aggressively increase its UK store count through
organic growth; while this will increase the level of geographic
diversification, aggressive growth outside the home market of
Canada does pose a level of execution risk which must be managed.

The principal methodology used in this rating was Analyzing The
Credit Risks Of Finance Companies published in October 2000.

CSFS, based in Edmonton, Alberta, is a financial services retailer
serving the underbanked customer.

Assignments:

Issuer: Cash Store Financial Services, Inc. (The)

  Corporate Family Rating, Assigned B3

  Senior Secured Regular Bond/Debenture, Assigned B3


CATALYST PAPER: Bonds Gain Ahead of Grace-Period Expiration
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the secured bonds
of Catalyst Paper Corp. showed some signs of life in Wednesday's
trading, traders and analysts said, just as the 30-day grace
period invoked after the company missed an interest payment on
Dec. 15, 2011, is about to expire.

                   Missed Payments Dec. 15, 2011

Catalyst said that on Dec. 15, 2011, it deferred the approximate
US$21 million interest payment on its outstanding 11.00% Senior
Secured Notes due 2016 and Class B 11.00% Senior Secured Notes due
2016 due on Dec. 15, 2011.

Catalyst said it is reviewing alternatives to address its capital
structures and it is currently in discussions with noteholders.

Perella Weinberg Partners is the financial advisor.

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company also reported a net loss of C$266.30 million on
C$941.70 million of sales for the nine months ended Sept. 30,
2011, compared with a net loss of C$407.20 million on C$895
million of sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.45 billion in total assets, C$1.31 billion in total
liabilities, and C$135.60 million in shareholders' equity.

                           *     *     *

Catalyst Paper carries Moody's Investors Service's 'Caa3'
corporate family rating with the outlook "negative."

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

Standard & Poor's gave the company an 'SD' (selective default) in
December following the deferred payment.


CATHOLIC CHURCH: Delaware Abuse Victims Settle for $7 Million
-------------------------------------------------------------
Matthias Conaty and Jeff Rose, two sexual abuse victims, say that
they and 12 other men settled their cases with three Catholic
church institutions for an amount aggregating $7 million, Reuters
reports.

"It's been a painful day, but in some ways it's a day of
triumph," Mr. Conaty told the news agency.

The settlement includes nine alleged victims by former Capuchin
Friar Paul Daleo and five victims of John Fleming, a former
wrestling coach in St. Edmond's Academy.  Mr. Daleo also worked
at Saint Edmond's Academy in Wilmington, Delaware.

Messrs. Conaty and Rose, who say they were abused in the late
1970s and early 1980s, announced the settlement outside the Roman
Catholic Diocese of Wilmington, notes the report.

According to the Survivor Network of those Abused by Priests, an
advocacy group, the settlement the Delaware settlement reached on
Thursday was reached with institutions that hired and supervised
the predators.

The institutions are New Jersey-based Capuchin Franciscan
Province of the Sacred Stigmata of St. Francis, St. Edmond's and
the order that runs it, the Brothers of the Holy Cross of the
Eastern Province of the United States of America Inc.

Under the settlement, the Capuchins and Saint Edmond's must
release documents outlining the "black-and-white, gory details"
of the abuse and any cover-up, Mr. Conaty said.

"I apologize to the victims and families that went through a lot
of pain and suffering. I hope this brings peace," Nick Mormando,
the new provincial minister for the Capuchins, told Reuters by
telephone.

Child abuse accusations have rocked the Catholic Church in the
United States since 2002, and the church has paid out some $2
billion in settlements to victims, notes Reuters.

                 About the Diocese of Wilmington

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

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

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

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

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


CATHOLIC CHURCH: Wilm. Case Advisors File Final Fee Applications
----------------------------------------------------------------
These professionals filed with the U.S. Bankruptcy Court for the
District of Delaware their final applications for fees and
reimbursement of expenses in the Chapter 11 case of Catholic
Diocese of Wilmington, Inc.:

Professional                 Period         Fees      Expenses
------------               ---------    ----------    --------
Pachulski Stang Ziehl &    11/04/09-    $4,438,345    $329,180
   Jones LLP               09/26/11

Pepper Hamilton LLP        04/25/11-      $341,531     $12,901
                           09/30/11

Berkeley Research Group    03/01/11-       $43,268         $19
   LLC                     09/26/11

Business Management        01/05/10-        $9,240           -
   International           09/26/11

R.M. Fields LP             07/21/10-       $42,872         $57
                           02/28/11

Stuart Maue, the Fee Examiner in the Chapter 11 case, tells the
Court that he recommends approval of Business Management's final
fee application.

Young Conaway Stargatt & Taylor LLP, the Reorganized Debtor's
counsel, sought and obtained an extension of its final fee
application deadline from November 28, 2011 to December 12, 2011.

                 About the Diocese of Wilmington

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

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

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

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

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


CATHOLIC CHURCH: Milw. Plan Filing Exclusivity Expires June 4
-------------------------------------------------------------
The Archdiocese of Milwaukee obtained from the bankruptcy court a
second extension of the period within which it has the exclusive
right to propose a Chapter 11 plan and obtain acceptance of that
plan through June 4, 2012, and August 3, 2012.

The Archdiocese asks that the relief be without prejudice to (a)
the Debtor's right to seek further extensions and the rights of
parties-in-interest with standing to oppose the requests, and (b)
the rights of parties-in-interest with standing to seek to
shorten or terminate the Debtor's exclusivity periods and
Debtor's right to oppose the requests.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case,
during which time a debtor has the exclusive right to file a
Chapter 11 plan.  Section 1121(c)(3) of the Bankruptcy Code
provides that competing plans may be filed by any party-in-
interest if a debtor has not filed a plan that has been accepted
by each class of claims or interest that are impaired under the
plan within 180 days after the commencement of the case.

The First Extension Order established the Debtor's Exclusivity
Period and Exclusive Solicitation Period as May 4, 2011, and
July 3, 2011.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, tells the Court that there are significant,
unresolved issues involving the scope of the Debtor's bankruptcy
estate and the availability of insurance proceeds to help fund a
reorganization plan, including the question of whether assets of
the Archdiocese of Milwaukee Catholic Cemetery Perpetual Care
Trust are property of the Debtor's bankruptcy estate.

Mr. Diesing further notes that the deadline for claims of abuse
survivors is not until February 1, 2012, and fewer than 70 abuse
survivor claims have been filed, even though the Committee
counsel and abuse survivor plaintiff's counsel have led the
Debtor to believe many more will emerge.  The Debtor believes
that grounds for objection to filed claims exist.  Accordingly,
the Debtor asserts that it cannot accurately quantify the number
and dollar amounts of claims against its estate.

The Order was entered by the Court after the Archdiocese
certified that no objections were filed as of November 14, 2011.

The Official Committee of Unsecured Creditors told the Court on
November 11, 2011 that it had no objections to an extension of
the Exclusive Periods.

               About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

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

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


CATHOLIC CHURCH: Milw. Has Until Jan. 29 to Decide on Leases
------------------------------------------------------------
The Archdiocese of Milwaukee obtained from the U.S. Bankruptcy
Court for the Eastern District of Wisconsin for a third extension
of the time within which it may assume or reject an unexpired
lease of nonresidential real property.

The Court previously gave the Archdiocese until October 31, 2011,
to assume or reject an unexpired lease of nonresidential
property.

The Archdiocese seeks an additional 90-day extension of the lease
decision period, or through and including January 29, 2012.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, informs the Court that the Archdiocese, as
lessee, pays for the upkeep, maintenance and repairs to the
buildings and grounds, as well as all utilities and supplies, in
exchange for use of the Leased Premises.  The Archdiocese, in
turn, sublets portions of the premises to other unrelated
entities, including the Milwaukee Bucks, Inc.

Due to the large number of issues in the bankruptcy proceeding,
the Archdiocese needs additional time to fully evaluate the Lease
to determine whether the assumption or rejection of the Lease is
in the best interest of the Archdiocese, the bankruptcy estate
and its creditors, Mr. Diesing contends.  He asserts that to
ascertain if the Lease is beneficial or burdensome, the
Archdiocese must consider its continuing needs and the condition
of the rental market, as well as its obligations to its tenants,
including the Milwaukee Bucks.

De Sales Preparatory Seminary, Inc. joins in the Archdiocese of
Milwaukee's request to extend the Lease Decision Period.

               About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

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

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


CENTRAL FALLS: Teachers Plan to Challenge Bondholder Law
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that the closely watched
bankruptcy case of Central Falls, R.I., hit its first major
roadblock with a dispute that will lead the city's teachers to
challenge a Rhode Island law that they say unfairly shields the
debt held by municipal bondholders.

                        About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CENTURION PROPERTIES: Plan Confirmed; Battelle Valued at $75MM
--------------------------------------------------------------
Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington confirmed the Second Amended Plan of
Reorganization of Centurion Properties III, LLC.

In its Dec. 15, 2011 order, the Court held that the Second Amended
Plan satisfied the confirmation requirements under Section 1129 of
the Bankruptcy Code.

As reported in the Oct. 27, 2011 edition of the Troubled Company
Reporter, the Plan is premised on (i) the Reorganized Debtor's
ability to obtain replacement financing for General Electric
Capital Corp.'s Allowed Secured Claim, and (ii) funding through
"new equity contributions" and continued use of GECC's cash
collateral with GECC's prior consent.  The Plan also contemplates
that the Debtor will refinance the property located at 3200-3350 Q
Avenue and 620 Battelle Boulevard, Richland, Washington and the
improvements located on it, or in the alternative, sell the
Battelle Leaseholds subject to GECC's credit bid.  The Plan also
provides for completion of pending litigation to determine the
nature, extent, amount and validity of disputed Claims, as well as
the pursuit of affirmative claims against Defendants for purposes
of judgments in favor of the Debtor.  A copy of the Second Amended
Disclosure Statement is available for free at:

   http://bankrupt.com/misc/CENTURION_2ndamendeddisclosure.pdf

Prior to the confirmation hearing, the Debtor sought valuation for
the Battelle Leaseholds for confirmation purposes.

The bankruptcy judge ruled determined the value of the Battelle
Leaseholds to be $74,750,000 before deducting the costs of sale.

Battelle Leaseholders pertains to the Debtor's leasehold interests
in the Battelle Memorial Institute Campus in Richland, Washington.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee was unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CHARTER COMMS: S&P Assigns 'BB-' Rating to $750MM Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
ratings to the $750 million senior notes due 2022 that it expects
to be issued by CCO Holdings LLC and CCO Holdings Capital Corp.,
subsidiaries of St. Louis-based cable-TV operator Charter
Communications Inc. (Charter). "The recovery rating on the notes
is '3', indicating our expectations for meaningful (50% to 70%)
recovery in the event of payment default," S&P said.

"Charter will use proceeds from these unsecured, publicly
registered notes to fund the bulk of a concurrent tender offer for
up to an aggregate of $843 million of outstanding debt securities.
The tender targets two second-lien note issues (due in 2012 and
2014) and up to $250 million of unsecured notes due 2016," S&P
said.

"The proposed notes do not affect the other issue-level ratings on
Charter, including the 'BB-' corporate credit rating and stable
outlook. Ratings on Charter continue to reflect aggressive
leverage, formidable satellite and telephone company competition,
and material basic video subscriber erosion. Charter's business
risk does benefit from favorable cable industry operating
characteristics, including the good revenue visibility inherent in
the company's subscription-based business model; capital spending
largely linked to growth of new revenue-generating units; and the
significant bandwidth capacity of its fiber/coaxial plant," S&P
said.

Ratings List

Charter Communications Inc.
Corporate Credit Rating           BB-/Stable/--

New Ratings

CCO Holdings LLC
CCO Holdings Capital Corp.
$750 mil senior notes due 2022    BB-
   Recovery Rating                 3


CLARE AT WATER: Unsecured Creditors Retain FTI Consulting
---------------------------------------------------------
The Official Committee of Unsecured Creditors of The Clare at
Water Tower asks the U.S. Bankruptcy Court for the Northern
District of Illinois permission to retain FTI Consulting as
financial advisor.

Upon retention, the firm will, among other things:

   a. assist with the assessment and monitoring of the Debtor's
      short term cash flow, liquidity, and operating results;

   b. assist in the review of the terms of the DIP financing and
      use of cash collateral; and

   c. assist in the review of the terms of retention of the
      Debtor's advisor.

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

The firm will charge the Debtor's estates based on the hourly
rates of its professionals:

   Personnel                        Rates
   ---------                        -----
Senior Managing Directors        $780-$895
Directors/Managing Directors     $560-$745
Consultants/Senior Consultants   $280-$530
Administration/Paraprofessional  $115-$230

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


CLARE AT WATER: Unsecured Creditors Retain SNR Denton as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Clare at
Water Tower asks the U.S. Bankruptcy Court for the Northern
District of Illinois for permission to retain SNR Denton US LLP as
Counsel.

Upon retention, the firm will, among other things:

   a. assist the Committee in its analysis of, and negotiations
      with, the Debtor or any third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases and executor contracts, asset
      dispositions, financing of other transactions, as well as
      the term of a Chapter 11 plan for the Debtor, accompanying
      disclosure statement and related plan documents;

   b. review and analyze the terms and conditions of the existing
      DIP financing and the adequate protection provided to the
      bondholders; and

   c. assist the Committee in its consideration of alternate exist
      strategies.

The firm's hourly rates are:

   Personnel               Rates
   ---------               -----
   Sam J. Alberts          $690
   Thomas A. Labuda        $605
   Stefanie L. Wowchuk     $385

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


CLARE OAKS: Employs A&M's Paul Rundell as CRO
---------------------------------------------
Clare Oaks seeks authority from the Bankruptcy Court to:

   (i) retain Alvarez & Marsal Healthcare Industry Group LLC
       to provide the Debtor a Chief Restructuring Officer
       and certain ADDITIONAL PERSONNEL; and

  (ii) designate Paul Rundell as CRO for the Debtor effective
       retroactively to the Petition Date.

Mr. Rundell will serve as the CRO to assist the Debtor with its
reorganization efforts and chapter 11 case.  A&M will provide
additional employees employed by A&M and its professional service
provider affiliates (all of which are wholly-owned by its parent
company and employees), and, together with the CRO, as necessary
to assist the CRO in the execution of the duties.

The Debtor proposes to retain A&M to provide Mr. Rundell as CRO
and to provide the additional personnel to assist Mr. Rundell in
the execution of his duties on the terms and conditions set forth
in the engagement letter, dated Dec. 5, 2011 (which superseded the
previously executed engagement letter, dated Nov. 9, 2011).

Among other things, personnel to be provided by A&M will:

   (a) in cooperation with the Board of Directors or other
       applicable officers of the Debtor, will perform a financial
       review of the Debtor, including but not limited to a review
       and assessment of financial information that has been, and
       that will be, provided by the Debtor to its creditors,
       including without limitation its short and long-term
       projected cash flows and operating performance;

   (b) will assist in the identification (and implementation) of
       cost reduction and operations improvement opportunities;
       and

   (c) will assist the Board and other Debtor engaged
       professionals in managing the process to find a suitable
       party for the Debtor to affiliate with, or sell
       substantially all of its assets to, including leading the
       discussions and negotiations (along with B.C. Ziegler and
       Company, the Debtor's proposed investment banker, or any
       other professional that may be engaged to ssist in such
       process), on behalf of the Debtor.

A&M will be paid by the Debtor for the staffing services at their
customary hourly billing rates.  The current hourly billing rate
for Mr. Rundell is $650.  The current hourly billing rates for
David McLaughlin and Michael Biegel, the Additional Personnel
expected to be working significantly on this matter, are $500 and
$300, respectively.  The currently hourly rates for other
personnel are subject to these ranges that are based upon position
held:

      Managing Director          $650 to $850
      Director                   $450 to $650
      Associate                  $350 to $450
      Analyst                    $250 to $350

A&M will seek reimbursement for reasonable and necessary expenses
incurred in connection with the case, including, but not limited
to travel, lodging, computer research, and messenger and telephone
charges.  In addition, A&M will seek reimbursement for the
reasonable fees and expenses of its outside counsel incurred in
connection with the preparation and approval of this Motion.  All
fees and expenses due to A&M will be billed on a monthly basis.

On or about Nov. 14, 2011, A&M received $190,000 as a retainer in
connection with preparing for and conducting the filing of this
case.  No other transfers were made in the 90 days prior to the
Petition Date.

After the application of the retainer to A&M's prepetition fees
($164,200) and expenses ($172.64) for services performed to the
Debtor, the balance of the retainer as of the Petition Date was
approximately $25,627.

Paul Rundell, managing director of Alvarez & Marsal Healthcare
Industry Group, LLC, attests that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court scheduled a Jan. 17, 2012 hearing on the matter.

                           About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Alvarez
& Marsal's Paul Rundell serves as the Chief Restructuring Officer.
Sheila King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Committee Seeks to Employ Neal Wolf as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
case of Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois for authority to retain Neal Wolf &
Associates, LLC, as counsel effective as of Dec. 19, 2011.

As Committee's counsel, NW&A will, among other things:

   (a) consult with the Debtor's professionals or other
       representative concerning the administration of
       the case;

   (b) prepare and review pleadings, motions and
       correspondence;

   (c) appear at hearings and participating in other
       proceedings in the case; and

   (d) provide legal counsel to the Committee in its
       investigation of the acts, conduct, assets,
       liabilities and financial condition of the
       Debtor, the operation of the Debtor's business,
       the prepetition indebtedness of the Debtor and
       any other matters relevant to the case.

The customary and proposed hourly rates to be charged by NW&A for
the individuals expected to be directly involved in representing
the Committee are:

     Name                   Title                     Hourly Rate
     ----                   -----                     -----------
     Neal L. Wolf           Manager and Sole Member      $595
     Gerald F. Munitz       Senior Counsel               $595
     Dean C. Gramlich       Counsel                      $475
     Jordan M. Litwin       Associate                    $325
     John A. Benson, Jr.    Associate                    $275
     Diane M. Wolski        Paralegal/Legal Assistant    $150

NW&A has not received any retainer in the case.

Neal L. Wolf, manager and sole member of Neal Wolf & Associates,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The Court scheduled a Jan. 31, 2012 hearing on the matter.

                           About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Alvarez
& Marsal's Paul Rundell serves as the Chief Restructuring Officer.
Sheila King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


COATES INTERNATIONAL: Board Approves New Anti-Dilution Plan
-----------------------------------------------------------
The board of directors of Coates International, Ltd., consented to
a new anti-dilution plan, effective as of Jan. 1, 2012, which
replaces a prior anti-dilution plan for George J. Coates,
Chairman, President, Chief Executive Officer and majority
shareholder, Bernadette Coates, spouse of George J. Coates and
Gregory Coates, son of George J. Coates and President, Technology
Division.  Under the Revised Plan, the Corporation will issue one
new share of common stock, par value $0.0001, per share to George
J. Coates for each new share of common stock of the Corporation
issued to individuals or entities that are not members of, or
controlled by, The Coates Family.  This anti-dilution provision
does not apply to new shares of common stock issued in connection
with a public offering of the Corporation's securities or a merger
or acquisition.

The new anti-dilution program replaces a prior anti-dilution
program pursuant to which shares of Series A Preferred Stock, par
value $0.001 per share were issued to George J. Coates in order to
prevent any dilution of the voting rights percentage by The Coates
Family.  However, under this prior program, The Coates Family's
percentage of Corporate dividends, if any, and liquidation rights
were diluted each time the Corporation issued new shares of its
common stock.  The Corporation has never declared any dividends,
and at this time, there are no plans to declare any dividends in
the foreseeable future.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

The Company reported a net loss of $1.89 million on $125,000
of sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $546,762 on $0 of sales for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.85 million in total assets, $3.91 million in total liabilities,
and a $1.06 million total stockholders' deficiency.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.


CCS CORP: S&P Affirms 'B' Long-Term Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' long-term corporate credit rating, on Calgary, Alta.-based
CCS Corp. The outlook is stable.

The affirmation follows CCS exercising its accordion feature on
its term debt. The company will use the proceeds from the C$200
million term loan to pay off borrowings under the revolving credit
facility.

"The ratings on CCS reflect our view of the company's aggressive
debt leverage, management's aggressive financial policy, CCS'
participation in the competitive and cyclical oilfield services
market, and reliance on its customers' outsourcing requirements,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. "The
ratings also incorporate our assessment of the company's market
position in western Canada, stability and predictability in
its operating margins, and good diversification throughout its
businesses. Pro forma for the refinancing, as of Sept. 30, 2011,
it had C$2.2 billion in debt, adjusted for operating leases,
derivative liabilities, accrued interest, and other factors."

"CCS is an integrated specialized oil and gas waste processing,
environmental remediation solutions, and well servicing provider.
It operates in five business divisions: Waste Management, which
owns and operates treatment, recovery, and disposal facilities,
and engineered landfills in Canada; U.S. Environmental and Energy
Services, which provides waste management services in that
country; Environmental Services, which provides site remediation
and decommissioning services and other specialty services; Energy
Services, which provides well completion and work-over services;
and Energy Marketing, which markets oil for customers in western
Canada, including recovered oil volumes from the waste management
facilities," S&P said.

"The stable outlook reflects Standard & Poor's expectations that
strong industry conditions will improve CCS' adjusted debt-to-
EBITDA to below 5x by year-end 2012. Despite the company's strong
market position in its principal operating segments, the leverage
metric is high relative to its overall business risk profile. We
regard management's strategy to fund capital expenditure through
debt and to delever CCS through EBITDA growth instead of debt
reduction as risky. We could lower the ratings if the company
doesn't meet our expectations such that debt-to-EBITDA remains
above 5.5x by year-end 2012. Also, as we assess CCS' liquidity to
be adequate, any deterioration in its liquidity position could
also compromise the ratings. We would consider a positive rating
action if the debt-to-EBITDA measure stays below 5x, which we
consider unlikely through 2012 based on our expectations regarding
operating cash flows and spending levels," S&P said.


CROWN CASTLE: Moody's Says Land Purchase Doesn't Affect 'Ba2' CFR
-----------------------------------------------------------------
Moody's Investors Service said Crown Castle International Corp.
("CCIC)'s announcement that it is purchasing ground lease-related
assets from Wireless Capital Partners LLC does not affect the Ba2
Corporate Family rating, the individual debt instrument ratings,
SGL-1 speculative-grade liquidity rating, or stable rating
outlook.

The principal methodology used in rating Crown Castle was the
Communications Infrastructure Industry Methodology, published in
June 2011.

Crown Castle owns, operates, and leases towers and other
infrastructure for wireless communications, including nearly
24,000 towers as of Sept. 30, 2011. Revenue for the LTM
Sept. 30, 2011 period was approximately $2 billion.


CUI GLOBAL: Conveys WayCool and WayFast to Olantra for $500,000
---------------------------------------------------------------
CUI Global, Inc., on Jan. 9, 2012, conveyed its WayCool and
WayFast patent portfolio to Olantra Fund X LLC for a cash payment
of $500,000.

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company also reported consolidated net profit of $177,961 on
$30.14 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a consolidated net loss of $3.41
million on $26.28 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.78 million in total assets, $20.07 million in total
liabilities, and $12.70 million in total stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.


DELTA PETROLEUM: Taps Davis Graham as Special Corporate Counsel
---------------------------------------------------------------
Delta Petroleum Corporation seeks authority from the Bankruptcy
Court to employ Davis Graham & Stubbs LLP as special corporate
counsel.

Carl Lakey, Delta Petroleum's chief executive officer and
president, tells the Court that Davis Graham has served as primary
outside corporate counsel to the Debtors since 2006 and has
assisted the Debtors in a broad range of corporate matters ranging
from debt and equity financing transactions, merger and
acquisition transactions, oil and gas and related regulatory
matters, corporate governance, securities law compliance,
preparation of the Debtors' filings pursuant to the federal
securities laws, and other matters.  Davis Graham has played a key
role in the extensive negotiations with the Debtors, their
advisors and various prospective bidders for several months
throughout the conduct of Debtors' strategic alternatives process,
and has prepared a crucial role in negotiating with bidders to
serve as a stalking horse buyer for the Debtors' assets.

The Debtors request authority to employ Davis Graham as its
special corporate counsel with respect to various matters
including, for example, negotiating the Asset Sale, securities law
compliance and filings, employment, oil and gas, regulatory and
other matters from time to time.  Davis Graham may also perform
other legal services as are within the scope of the matters on
which Davis Graham has been retained that may be necessary and
appropriate for the efficient and economical administration of
these Chapter 11 Cases.

Davis Graham will be paid based on its customary hourly rates,
which are periodically adjusted.  Davis Graham's billing rates
currently range from $275 to $585 per hour for partners, $195 to
$335 per hour for associates, and from $160 to $250 per hour for
paraprofessionals.

Davis Graham has received an advance payment for fees and expenses
for services to be performed in preparation for and prosecution of
these Chapter 11 Cases.  Prior to the Petition Date, Davis Graham
applied these advances to amounts due from the Debtors as
compensation for professional services performed relating to an
out-of-court restructuring of the Debtors' businesses and the
potential filing of a voluntary chapter 11 petition, as well as
for reimbursement of reasonable and necessary expenses incurred in
connection therewith and with other matters involving the Debtors
and their subsidiaries.  As of the Petition Date, the Debtors paid
each of Davis Graham's outstanding invoices for services rendered
from the advance payment received and held by Davis Graham.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) 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 listed
$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, N.Y., 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.


DELTA PETROLEUM: Section 341(a) Meeting of Creditors Tomorrow
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Delta Petroleum Corporation on Jan. 18, 2012, at 1:30 p.m.  The
meeting will be held at J. Caleb Boggs Federal Building 844 King
Street, 2nd Floor, Room 2112 Wilmington, Delaware.

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

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

                     About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) 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 listed
$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, N.Y., 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.


DJSP ENTERPRISES: Kerry Propper Discloses 9.7% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kerry Propper disclosed that, as of Jan. 3,
2012, he beneficially owns 1,307,082 ordinary shares of DJSP
Enterprises, Inc., representing 9.7% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/8YM7jU

                       About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


EASTMAN KODAK: Hogan Lovells Advising UK Pension Trustees
---------------------------------------------------------
Caroline Humer and Sue Zeidler, writing for Reuters, report that
the law firm of Hogan Lovells LLP is advising Eastman Kodak's UK
pension trustees in London.

According to Reuters, Kodak could find that one of its costliest
problems hails from overseas.  Reuters notes that in its 2010
annual report, Kodak disclosed a new obligation to make about $830
million in aggregate payments into its UK pension plan from 2011
through 2022.  Unlike its UK counterpart, Kodak's U.S. fund has
gotten no such pledges from the company, and as of the end of 2010
was fully funded.

Reuters notes the UK Pensions Regulator can seek legal authority
under UK law to take aim beyond its borders -- its so-called moral
hazard powers -- setting up a scenario in which UK pension
interests could be a major factor in any Kodak restructuring. UK
pension fund trustees and regulators have increasingly tried, with
some success, to maneuver U.S. companies into paying more into
underfunded UK plans in recent years.

Reuters relates Hogan declined comment on Wednesday.

Reuters also reports that Paul Silverstein, Esq., at Andrews Kurth
LLP, said there could be "substantial pensions claims" from the UK
against Kodak if the company lands in bankruptcy.  Mr. Silverstein
is advising some Kodak creditors who may have claims against the
company.

Reuters relates that the UK Pensions Act of 2004 gave the UK
Pensions Regulator legal authority to more broadly seek financial
support for pensions.  If Kodak does file for bankruptcy
protection, the Kodak UK pension trustees or UK regulators may try
to exert power in the United States, as they have in the
bankruptcies of Lehman Brothers, Nortel, Visteon and Sea
Containers.

Reuters notes that Lehman and Nortel's overseas counterparts
currently are involved in a UK case that addresses whether pension
fund claims can get priority over other claims in the United
States.  And, after a UK court said Sea Containers owed money to
its UK pension fund, Sea Containers agreed on a settlement that
included the company contributing to its UK pension fund.

When asked about Kodak on Wednesday, according to Reuters, a
spokesman for the UK Pensions Regulator said the office "is aware
of the situation and in contact with the Pensions Trustee."  The
spokesman, Ben Lloyd, declined further comment.

Reuters also notes Kodak's overseas pension and benefit
obligations have been underfunded for most of the past decade, its
annual reports for that time period show.  Kodak has employee
pension plans in France, for instance, but the UK Pension
Regulator is unique in that it has aggressive legal authority to
pursue funding claims abroad.

Kodak's ties to the UK began in the 1800s and continued in the
1900s.  Whole communities were built around the plants, similar to
its hometown of Rochester.

                        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.

In the Jan. 9, 2012, edition of the TCR, Standard & Poor's Rating
Services lowered its long-term ratings on Rochester, N.Y.-based
Eastman Kodak Co. (EK) to 'CCC-' from 'CCC'.  "The current rating
reflects both our expectation that Kodak's pace of cash
consumption will remain high over the near term," said Standard &
Poor's credit analyst John Moore, "and a considerable risk that
earnings and cash flow will be insufficient to support debt
through 2012." Absent a meaningful cash infusion from asset sales
or monetization of intellectual property (IP) assets, the company
could significantly deplete its liquidity with its 2012 first-half
working capital and growth investments.

As reported by the TCR on Jan. 9, 2012, Moody's Investors Service
lowered all ratings of Eastman Kodak Company, including: the
corporate family and probability of default to Caa3 from Caa2, the
senior unsecured to Ca from Caa3, the senior secured to Caa1 from
B3 and the Speculative Grade Liquidity rating to SGL-4 from SGL-3.
The rating downgrade reflects a heightened probability of a
bankruptcy over the near term as a result of a deteriorating
liquidity outlook, which Moody's believes is posing additional
challenges to consummating the sale or licensing agreements of
Kodak's key digital patents.  The negative outlook reflects
Kodak's eroding liquidity position and the higher probability of a
bankruptcy filing.


EASTMAN KODAK: Sues Fujifilm for Patent Infringement
----------------------------------------------------
Andrew Fitzgerald and Matthew Jarzemsky, writing for Dow Jones'
Newswires, report that Eastman Kodak Co. filed a patent-
infringement lawsuit Friday against rival Fujifilm Corp., the
latest effort by the struggling U.S. imaging company to monetize
its intellectual-property portfolio.  The complaint, which alleges
Fujifilm digital cameras violate five Kodak patents, comes after
the Japanese company filed its own suit against Kodak in October.
Fujifilm had accused Kodak of infringing on four of its U.S.
patents covering image recording and processing technology.

"Kodak has long been in discussions with Fujifilm, asking the
company to do what more than 30 other companies have done already
and take a license for their use of our pioneering digital imaging
technology," Kodak intellectual property chief Timothy M. Lynch
said in a statement.

Dow Jones says a Fujifilm spokeswoman didn't immediately respond
to a request for comment Friday.

Kodak last week sued Apple Inc. and HTC Corp., alleging violations
of patents governing the transmission of photos from devices such
as mobile phones and tablets.

                        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.

In the Jan. 9, 2012, edition of the TCR, Standard & Poor's Rating
Services lowered its long-term ratings on Rochester, N.Y.-based
Eastman Kodak Co. (EK) to 'CCC-' from 'CCC'.  "The current rating
reflects both our expectation that Kodak's pace of cash
consumption will remain high over the near term," said Standard &
Poor's credit analyst John Moore, "and a considerable risk that
earnings and cash flow will be insufficient to support debt
through 2012." Absent a meaningful cash infusion from asset sales
or monetization of intellectual property (IP) assets, the company
could significantly deplete its liquidity with its 2012 first-half
working capital and growth investments.

As reported by the TCR on Jan. 9, 2012, Moody's Investors Service
lowered all ratings of Eastman Kodak Company, including: the
corporate family and probability of default to Caa3 from Caa2, the
senior unsecured to Ca from Caa3, the senior secured to Caa1 from
B3 and the Speculative Grade Liquidity rating to SGL-4 from SGL-3.
The rating downgrade reflects a heightened probability of a
bankruptcy over the near term as a result of a deteriorating
liquidity outlook, which Moody's believes is posing additional
challenges to consummating the sale or licensing agreements of
Kodak's key digital patents.  The negative outlook reflects
Kodak's eroding liquidity position and the higher probability of a
bankruptcy filing.


ENEA SQUARE: Can Use NUCP Cash Collateral to Pay Taxes
------------------------------------------------------
On Dec. 7, 2011, U.S. Bankruptcy Judge Roger L. Efremsky approved
a stipulation of secured creditor NUCP Fund I, LLC, and debtor-in-
possession Enea Square Partners LP authorizing Debtor to use
NUCP's cash collateral to pay the Dec. 10, 2011 installment of
real property taxes referring to the real property and improvement
located located at 1450 Enea Circle, 1465D Enea Circle, 1465E Enea
Circle, 1485 Enea Court, and 1470 Enea Circle, all in Concord,
California.

The Debtor is directed to disburse $74,448 to the Assessor - Tax
Collector of Contra Costa County, California, on account of taxes
assessed against the above described real property, which taxes
are due and payable on Dec. 10, 2011.

                    About Enea Square Partners

Enea Square Partners, LP, is the owner of commercial property
including five parcels located in Concord, California.  Enea
Square filed for Chapter 11 protection (Bankr. N.D. Calif. Case
No. 11-44888) on May 4, 2011.  Bankruptcy Judge Roger L. Efremsky
presides over the case.  Chris D. Kuhner, Esq., and Eric A.
Nyberg, Esq., at Kornfield, Nyberg, Bendes & Kuhner, in Oakland,
Calif., represent the Debtor in its restructuring effort.

The Debtor estimated assets and debts at $10 million to $50
million.  NUCP Fund I, LLC, asserts a secured claim amounting to
$19,500,000.

Robert F. Kidd, Esq., at Donahue Gallagher Woods LLP, in Oakland,
Calif., represents NUCP Fund I, LLC, as counsel.


ENTELOS INC: Clearlake Capital Acquires Controlling Stake
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Clearlake Capital Group
acquired a majority stake in Entelos Holding Corp., a developer of
software used in clinical research that emerged from Chapter 11
protection in September under the ownership of its previous
lender, Imperium Partners Group LLC.

Entelos Inc., a developer of software for computer simulation of
clinical trials for new drugs, filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-12329) on July 25, 2011, the same day
the landlord of the head office was going to court in California
seeking eviction.  Timothy P. Reiley, Esq., at Reed Smith LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  The Debtor
estimated assets of up to $10 million and debts of $10 million to
$50 million.


EXTENDED STAY: Asks to Deny Plea to Dismiss Blackstone Suits
------------------------------------------------------------
Hobart Truesdell, as litigation trustee of Extended Stay
affiliates, asked the U.S. Bankruptcy Court for the Southern
District of New York to deny motions to dismiss the lawsuits he
commenced against Blackstone Group LP and several other
defendants.

Blackstone and its co-defendants, including Lightstone Group LLC
Chairman David Lichtenstein, previously proposed the dismissal of
the lawsuits the litigation trustee filed in connection with the
leveraged buyout of Extended Stay.  The lawsuits have been
assigned case numbers 11-02254 and 11-02398.

The lawsuits were filed to hold accountable the directors and
officers who allegedly breached their duties when they siphoned
$1.9 billion in cash from Extended Stay and gave it to Blackstone
at the closing, leaving the hotel chain insolvent and unable to
pay its debts.

The lawsuits also accuse the buyer's directors and officers who
allegedly drained more than $100 million in cash from the hotel
chain through the continuous payment of illegal dividends and
distributions to post-LBO equity holders.

Marc Powers, Esq., at Baker & Hostetler LLP, in New York, said
the complaints provided sufficient and detailed information about
the misconduct of the defendants, when it was committed, their
role in the hotel chain and other important information contrary
to the defendants' assertion that the complaints do not give them
"fair notice of the nature of the facts and legal theories
underlying the plaintiffs' claims."

"The plaintiffs have amply pled sufficient facts to support that
the insider individual and entity defendants owed fiduciary
duties of loyalty, care and good faith and breached them, and the
professional defendants knowingly and actively participated in
those breaches," the lawyer said in court papers.

Mr. Powers also said the defendants erroneously contend that the
litigation trustee lacks standing to bring the claims.  He
pointed out that the litigation trustee can prosecute the claims
since they belonged to Extended Stay before it filed for
bankruptcy protection, they were part of its estate and they had
been transferred to the litigation trust.

Mr. Powers further said that the identity of the litigation
trust's beneficiaries has no effect on the damages that can be
recovered in the lawsuits.  He pointed out that a significant
amount of the LBO debt is now held by "innocent third parties"
that purchased that debt after the buyout and had nothing to do
with the transaction.

"Those persons are the primary beneficiaries of the trust, and
their participation in a later distribution of the lawsuit
recoveries is no bar to this action," Mr. Powers said.

               Trustee & Blackstone Ink Stipulation

In a related development, Mr. Truesdell entered into an agreement
to resolve his objection to the non-disclosure of information
contained in court papers filed by the Blackstone defendants.

The Blackstone defendants earlier filed under seal seven exhibits
to their motion to dismiss the complaints.  The exhibits
reportedly contain confidential information including financial
accounts, Extended Stay's business plans and strategy, and terms
of a deal negotiated by the defendants.

The move was criticized by the litigation trustee, saying the
purported confidential commercial information contained in the
exhibits has already been made public and cannot cause an unfair
advantage to Extended Stay's competitors.  The litigation trustee
also argued that some of the exhibits do not contain information
that is confidential.

Pursuant to the parties' recent agreement, the litigation trustee
will withdraw his objection without prejudice to renew following
a ruling on the motions to dismiss the complaints.  The parties
also agreed that the first two exhibits may be submitted in
redacted format with the redacted portions remaining under seal
while three of the exhibits will be unsealed.  Moreover, the
agreement authorizes the litigation trustee to quote excerpts in
two exhibits in support of, or in opposition to, a motion pending
before the Bankruptcy Court in one of the lawsuits.

A full-text copy of the parties' agreement is available for free
at http://bankrupt.com/misc/ESI_StipBlackstoneConfInfo.pdf

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Litigation Trustee Opposes Mezzanine Agreement
-------------------------------------------------------------
Hobart Truesdell, as litigation trustee for Extended Stay's
affiliates, filed court papers opposing the proposed agreement
entered into by Bank of America N.A. and other holders of
Extended Stay's mezzanine debt.

The agreement was hammered out to reconcile the allowed Class 4B
mezzanine facilities claims in accordance with the confirmed
Chapter 11 plan of reorganization of Extended Stay Inc.'s
affiliates.  Under the deal, the creditors agreed that the
allowed Class 4B mezzanine facilities claims are allowed claims
in an aggregate amount of at least $3.3 billion as provided for
in the restructuring plan.

The move comes after Mr. Truesdell asked for additional time to
reconcile the $9.8 billion in claims filed by the mezzanine debt
holders with the allowed claims totaling $3.3 billion granted to
them under the restructuring plan.

In court papers, Michael Connolly, Esq., at Forman Holt Eliades &
Ravin LLC, in Paramus, New Jersey, criticized the creditors'
assertion that they have reconciled the claims without providing
the litigation trustee with documents detailing how those claims
were reconciled.  The creditors, he added, also did not provide
information sufficient for the litigation trustee to acknowledge
that the "reconciliation is accurate."

Mr. Connolly further said the creditors failed to prove that they
are entitled to the principal amounts asserted.  "The amount
claimed is not even liquidated; it is at least $3.3 billion but
could be greatly higher," he said.

Mr. Connolly also criticized the creditors for not addressing the
resolution of "conflicting claims" filed by other creditors
holding a portion of the allowed claims.

Baker & Hostetler LLP, another legal counsel hired by Mr.
Truesdell, also made a statement supporting the litigation
trustee's objection to the proposed agreement.

The proposed agreement also drew flak from a group led by
Lightstone Holdings LLC and Arbor ESH II, LLC.  They argued that
the agreement is a "disguised unilateral motion" by a single
class of creditors to benefit themselves and in contravention of
the confirmed Chapter plan of reorganization.  They also
complained that Bank of America and the other parties to the
agreement have "unilaterally" awarded themselves fees and
interests in the agreement, which are not part of their claims
under the restructuring plan.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FNB UNITED: Amends 10.4 Million Common Shares Offering
------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission amendment no. 2 to Form S-1 registration statement
relating to the offer and sale of up to 10,462,631 shares of the
Company's common stock, no par value per share, by Auda Capital IV
Co-Investment Fund L.P., Auda Capital IV Co-Investment GmbH & Co.
KG, CCF-FNBN, LLC, et al., which includes 22,072 shares of common
stock issuable upon exercise of a warrant to purchase common stock
issued to the United States Department of the Treasury, or the
Treasury, on Oct. 21, 2011.  The Company issued the common stock
and the Amended TARP Warrant as part of its Recapitalization.
The Company is registering the resale of the common stock as
required by the exchange agreement the Company entered into with
the Treasury and the subscription agreements the Company entered
into with the other Selling Shareholders.

The Selling Shareholders may sell all or a portion of the common
stock from time to time, in amounts, at prices and on terms
determined at the time of the offering.

The Company will not receive any proceeds from the sale of the
common stock by the Selling Shareholders.

On Oct. 31, 2011, the Company effected a one-for-one hundred
reverse stock split of its common stock.  All share numbers and
per share prices in this prospectus reflect the one-for-one
hundred reverse stock split, unless otherwise indicated.

The Company's common stock is traded on The Nasdaq Capital Market,
or Nasdaq, under the symbol "FNBN."  On Jan. 10, 2012, the closing
price of the Company's common stock on Nasdaq was $12.40 per
share.

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

                       http://is.gd/QVLmhs

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011, and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company also reported a net loss of $106.61 million on
$44.01 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $83.34 million on
$64.40 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.64 billion in total assets, $1.77 billion in total liabilities,
and a $129.93 million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


GATEWAY METRO: Can Access Cash Collateral Until Jan. 27
-------------------------------------------------------
Gateway Metro Center, LLC, has received authorization for the U.S.
Bankruptcy Court for the Central District of California to
continue using Road Bay Investments, LLC's and Flying Tigers,
LLC's cash collateral to pay actual and necessary expenses in
accordance with a budget, through and including Jan. 27, 2012.

All other terms and provisions of the Oct. 3, 2011 Order will
remain in full force and effect, except that Paragraph K of the
October 3rd Order regarding payments to the Debtor's accountant,
Skeehan & Company, is amended to replace the reference to
$900 with $1,100 as set forth in the Budget.

A copy of the approved budget is available for free at:

         http://bankrupt.com/misc/gatewaymetro.doc111.pdf

As reported in the TCR on Oct. 14, 2011, the Bankruptcy Court on
Oct. 3, 2011, authorized the Debtor, on a final basis, to use cash
collateral of Road Bay and Flying Tigers to pay actual expenses in
accordance with a budget.  In the event that the Debtor procures
new tenants for Gateway Metro Center, lenders agree that the
Debtor will be allowed to pay leasing commissions and/or tenant
improvement costs up to $10,000 per month in the aggregate.

As adequate protection for any diminution in the value of the
lenders' interest in collateral caused by the Debtor's use of cash
collateral, the Lenders are granted Replacement Liens upon all
categories of property of the Debtor and its estate.  To the
extent that the replacement liens are insufficient to adequately
protect any interest of the lenders, the Lenders are granted a
superpriority administrative expense claim and all of the benefits
and protections allowable under Section 507(b) of the Bankruptcy
Code, provided, that the superpriority administrative expense
claim granted to Flying Tigers will be subordinated to the
superpriority administrative expense claim of Road Bay.

In accordance with the Budget, the Debtor is authorized to:

     a. make adequate protection payments to M-Theory in the
        amount of $117 per month;

     b. reimburse John F. Pipia, President, and Betty W. Ma,
        Senior Vice President and Secretary, for reasonable,
        actual out-of-pocket expenses of up to $500 per month;

     c. reimburse Pacific Starr Group, LLC, up to $803 per month
        for allocated overhead expenses and reasonable, actual
        out-of-pocket expenses; and

     c. pay Skeehan & Company, proposed accountant, the amount of
        $900 during the term of the Budget in accordance with the
        Budget and the Order, subject to Court approval of the
        Skeehan application.

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  Skeehan & Company serves as accountant to
the Debtor.  FTI Consulting, Inc., is the financial advisor to the
Debtor.  Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GIORDANO'S ENTERPRISES: Expansion of F&P Services Approved
----------------------------------------------------------
Philip V. Martino, the duly appointed Chapter 11 trustee for
Giordano's Enterprises, Inc., sought and obtained the approval of
the U.S. Bankruptcy Court for the Northern District of Illinois to
expand the currently-authorized retention of Freeborn & Peters
LLP.

On March 17, 2011, the Court entered an order authorizing the
Official Committee of Unsecured Creditors to retain Freeborn &
Peters as its counsel.

The Court authorized Freeborn & Peters to prepare, file, and
prosecute a complaint against John Apostolou, Eva Apostolou, and
their respective trusts for an alleged breach of fiduciary duty
and related causes of action in connection with their ownership
and management of the Debtors.

The Committee has agreed to the expansion of Freeborn & Peters'
responsibilities.

The fees and expenses of Freeborn & Peters in representing the
Consolidated Estate including the Apostolou Suit, will be paid as
provided in the Freeborn & Peters Application and the Retention
Order.

The hourly rates of the firm's professionals are:

      Designations            Hourly Rates
      ------------            ------------
      New Associates            $250
      Senior Partners           $735
      Paraprofessionals       $205-$250

                   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.


GRAY TELEVISION: R. Beizer to Retire as VP for Law & Development
----------------------------------------------------------------
Gray Television, Inc., announced that Robert A. Beizer, the
Company's Vice President for Law and Development and Secretary,
will retire effective Feb. 29, 2012.  Kevin P. Latek, a partner in
the Washington, DC, office of Dow Lohnes PLLC who has significant
experience representing broadcasting companies, will join the
Company as Vice President Law and Development and succeed Mr.
Beizer effective March 1, 2012.

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at Sept. 30, 2011, showed $1.23
billion in total assets, $1.08 billion in total liabilities,
$31.33 million in preferred stock and $125.45 million in total
stockholders' equity.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GREAT PLAINS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Great Plains Exploration, LLC
        8500 Station Street, Suite 113
        Mentor, OH 44060

Bankruptcy Case No.: 12-10058

Chapter 11 Petition Date: January 11, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: Robert S. Bernstein, Esq.
                  BERNSTEIN LAW FIRM, P.C.
                  2200 Gulf Tower
                  Pittsburgh, PA 15219
                  Tel: (412) 456-8101
                  Fax: (412) 456-8251
                  E-mail: rbernstein@bernsteinlaw.com

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

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

The petition was signed by Richard M. Osborne, CEO.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Oz Gas, LTD                            12-10057   01/11/12
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

Great Plains's List of Its 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Orwell-Trumbull Pipeline  Trade debt             $364,089
Company
3511 Lost Nation Rd.
Suite 113
Willoughby, OH 44094

Big Oats Oil Field        Trade debt             $65,352
Supply
38700 Pelton Road
Willoughby, OH 44094

Westfield Insurance       Insurance              $48,712
P.O. Box 9001566
Louisville, KY 40290

Quality Boring &          Trade debt             $43,699
Excavating

PCO Mayfield, Ltd.        Trade debt             $41,819

Standard Funding Corp.    Trade debt             $39,140

Lake Hospital Foundation  Trade debt             $25,565

Newell Creek Preserve,    Trade debt             $17,134
LLC

Madison, R.E. Developers, Trade debt             $16,641
LLC

AGCS Marine Insurance     Trade debt             $14,452
Company

GEO Services              Trade debt             $11,760

Typro Ltd.                Trade debt             $10,923

GE Capital                Trade debt             $7,221

Newell Creek Development  Trade debt             $5,363
Company

J.R. Smail, Inc.          Trade debt             $5,066

W&W Construction          Trade debt             $4,940

Steve Calabrese           Royalty payment        $4,884

Inglewood Associates,     Consulting services    $4,487
LLC

Hoover Oil Field          Trade debt             $3,914
Supply

CAPCO                     Trade debt             $3,724

Oz Gas's List of Its 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Burgleigh Drilling, Inc.  Trade debt             $24,725
10170 Oil Creek Road
Grand Valley, PA 16420

Big Oat's Oil Field       Trade debt             $20,306
Supply, Co.
38700 Pelton Road
Willoughby, OH 44094

Pennsylvania Brine        Trade debt             $8,764
Treatment
5148 US 322
Franklin, PA 16323

Hess & Associates         Trade debt             $7,356
Engineering, Inc.

AGCS Marine Insurance     Trade debt             $7,226
Company

Hawker Beechcraft         Trade debt             $6,904
Corporation

Westfield Insurance       Insurance              $6,386

Turbine Storage LLC       Trade debt             $5,409

Warren Electric Coop      Utility                $3,040

Microbac Laboratories,    Trade debt             $2,389
Inc.

Collins Pine Company      Trade debt             $2,000

Barnhart-Davis Co.        Trade debt             $1,665

Good Tire Service, Inc.   Trade debt             $1,373

John Deere Financial      Trade debt             $966

Richard L. Gray           Trade debt             $755
Test Trust

Verizon                   Utility                $648

Tidioute Oil Company      Trade debt             $522

WSI Corporation           Trade debt             $504

Directv                   Utility                $409

Highmark Blue Cross       Trade debt             $361
Blue Shield


HATHOR EXPLORATION: Confirms Notices of Compulsory Acquisition
--------------------------------------------------------------
Hathor Exploration Limited confirms that, further to Hathor's news
release dated Jan. 9, 2012, notices of compulsory acquisition
under the Canada Business Corporations Act were mailed by RT
Acquisition Corporation, an indirect wholly-owned subsidiary of
Rio Tinto plc, to holders of Hathor common shares who did not
deposit such shares to the offer made by Rio Tinto to acquire all
of the outstanding Hathor common shares.  The Offer expired at
5:00 p.m. EST on Jan. 6, 2012.

On Jan. 11, 2012, Rio Tinto acquired the remaining 7,944,151
Hathor common shares not deposited to the Offer, representing
approximately 5.87% of the outstanding Hathor common shares on a
fully-diluted basis, pursuant to the Compulsory Acquisition.
Consequently, Rio Tinto is now the registered holder of
135,290,661 Hathor common shares, representing 100% of the
outstanding common shares of Hathor on a fully-diluted basis.
Accordingly, it is anticipated that the Hathor common shares will
be delisted from the Toronto Stock Exchange effective at the close
of business on Jan. 12, 2012.

Subsequent to the delisting from the Toronto Stock Exchange,
applications will be made by Hathor to the relevant securities
commissions for Hathor to cease to be a reporting issuer in all
applicable Canadian jurisdictions.


HOSTESS BRANDS: Receives Court Approval of First Day Motions
------------------------------------------------------------
Hostess Brands Inc. received court authority to enter into a
$75 million debtor-in-possession financing facility and access $35
million of it until a hearing scheduled for Jan. 26, 2012 for
further approval for the DIP.  This enables the Company to
continue routine operations while undertaking a comprehensive
financial and operational restructuring.

The financing is being provided by a group of the Company's
existing first-lien lenders, led by Silver Point Capital, L.P.

The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York also authorized the continuation of
wages for employees without interruption and maintenance of all
customer programs, among other things.

"The motions granted will ensure that Hostess continues its
operations without any disruptions so that its products will
remain available and on store shelves everywhere," said Brian
Driscoll, president and chief executive officer.  "With the access
to the DIP financing, Hostess will continue to provide wages and
benefits to our employees and payments to suppliers going
forward."

The Court also approved the procedures motion to establish a
timeline for motions under Sections 1113 and 1114 of the
Bankruptcy Code to address its labor issues.

The Court observed that Hostess was focused on completing a
successful reorganization and not on selling all or portions of
the Company.

"The Company is strongly committed to continuing its good faith
bargaining with its unions and we remain hopeful that we can reach
a consensual agreement on the terms of our labor contracts before
filing 1113 and 1114 motions," said Mr. Driscoll.

                      About Hostess Brands

Founded in 1930 and based in Irving, Texas, the Company's products
include iconic brands such as Butternut(R), Ding Dongs(R), Dolly
Madison(R), Drake's(R), Home Pride(R), Ho Hos(R), Hostess(R),
Merita(R), Nature's Pride(R), Twinkies(R) and Wonder(R). Hostess
Brands has approximately 19,000 employees and operates 36
bakeries, 565 distribution centers, approximately 5,500 delivery
routes and 570 bakery outlet stores throughout the United States.

Hostess Brands Inc. and its affiliates filed for creditor
protection under Chapter 11 of the Bankruptcy Code early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Lead Case No. 12-22052) in White
Plains, New York.

Two years after predecessors Interstate Bakeries Corp. and its
affiliates emerged from bankruptcy (Bankr. W.D. Miss. Case No. 04-
45814), the new owners have pursued new Chapter 11 cases to escape
from what they called "uncompetitive and unsustainable" union
contracts, pension plans, and health benefit programs.

Hostess Brands disclosed assets of $982 million and liabilities of
$1.43 billion as of Dec. 10, 2011.  Debt includes $860 million on
four loan agreements.  Trade suppliers are owed as much as $60
million.

The Debtors have tapped Jones Day as counsel; Stinson Morrison
Hecker LLP as general corporate counsel and conflicts counsel;
Perella Weinberg Partners LP as investment bankers, and Kurtzman
Carson Consultants LLC as administrative agent.

In order to successfully restructure, Hostess Brands says it must
sit down with 12 unions at the bargaining table and dramatically
overhaul nearly 400 employment agreements in a bid to boost its
competitiveness.


HOSTESS BRANDS: Union Woes Claim "Offensive", Says BCTGM
--------------------------------------------------------
The Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union (BCTGM), representing more than 5,000 workers
at Hostess Brands, says its legal and financial team, under the
direction of International President Frank Hurt, has been working
with Hostess for months to identify an amenable resolution that
would address the company's financial difficulties. Throughout
this process, the company has never provided the Union with a
legitimate proposal that could be taken to the membership for
consideration.

In commenting on the company's bankruptcy filing, Hurt states, "We
are very concerned for the jobs and well being of our members
employed at Hostess.  We had hoped that the company would emerge
from the last restructuring stronger and more competitive.  Our
members sacrificed a great deal to try and save the company the
last time.

"I find it deeply offensive and highly disingenuous for the
company to claim that its financial woes are the result of its
union contracts and pension and health benefits obligations.  We
contend that the company is in dire financial shape because of a
string of failed business decisions made by a series of
ineffective executives who have been running this company for the
past decade.

"The BCTGM has contracts with dozens of baking companies across
the country including Bimbo Bakeries USA, the nation's largest and
most successful.  The vast majority of those companies are doing
just fine because they have experienced baking industry
professionals managing them."

Hurt points out that the company's portrayal in the media of its
pension obligation problems was very misleading.  Hostess Brands
had been a longstanding participant in the industry's Taft-Hartley
multi-employer pension fund.  The nearly $1 billion dollars the
company refers to is its withdrawal liability.  Every participant
in a Taft-Hartley fund has withdrawal liability which ensures that
beneficiaries will receive negotiated pension benefits if a
company leaves the fund.

The contributions Hostess had paid into the Fund were negotiated
through the collective bargaining process and are part of an
overall economic compensation package.  Pension benefits that
retirees receive each month are paid by the Fund and not the
individual companies.

"We remain hopeful that solutions can be found to ensure the
permanent continuation of Hostess Brands.  We will work with the
stakeholders throughout the process to find a solution that
protects the interests of our members and helps enable the company
to remain a viable business entity," Hurt concludes.

BCTGM members produce Hostess Brands products in 34 production
facilities throughout the U.S. The Union also represents workers
in thrift stores and depots.

                      About Hostess Brands

Founded in 1930 and based in Irving, Texas, the Company's products
include iconic brands such as Butternut(R), Ding Dongs(R), Dolly
Madison(R), Drake's(R), Home Pride(R), Ho Hos(R), Hostess(R),
Merita(R), Nature's Pride(R), Twinkies(R) and Wonder(R). Hostess
Brands has approximately 19,000 employees and operates 36
bakeries, 565 distribution centers, approximately 5,500 delivery
routes and 570 bakery outlet stores throughout the United States.

Hostess Brands Inc. and its affiliates filed for creditor
protection under Chapter 11 of the Bankruptcy Code early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Lead Case No. 12-22052) in White
Plains, New York.

Two years after predecessors Interstate Bakeries Corp. and its
affiliates emerged from bankruptcy (Bankr. W.D. Miss. Case No. 04-
45814), the new owners have pursued new Chapter 11 cases to escape
from what they called "uncompetitive and unsustainable" union
contracts, pension plans, and health benefit programs.

Hostess Brands disclosed assets of $982 million and liabilities of
$1.43 billion as of Dec. 10, 2011.  Debt includes $860 million on
four loan agreements.  Trade suppliers are owed as much as $60
million.

The Debtors have tapped Jones Day as counsel; Stinson Morrison
Hecker LLP as general corporate counsel and conflicts counsel;
Perella Weinberg Partners LP as investment bankers, and Kurtzman
Carson Consultants LLC as administrative agent.

In order to successfully restructure, Hostess Brands says it must
sit down with 12 unions at the bargaining table and dramatically
overhaul nearly 400 employment agreements in a bid to boost its
competitiveness.


INNER CITY: Gets OK to Auction Assets With Lead Bid From Lenders
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that urban radio-station operator
Inner City Media Corp. has secured bankruptcy-court approval to
auction its assets, with its lenders kicking off bidding.

                       About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTEGRATED BIOPHARMA: Imperium Forbearance Extended to Jan. 20
--------------------------------------------------------------
Integrated Biopharma, Inc., entered into a letter agreement, dated
Jan. 9, 2012, by Imperium Advisers, LLC, as Collateral Agent on
behalf of Investors, and addressed to and acknowledged, accepted
and agreed to by the Company.  The Third Amendment amended the
Forbearance Agreement, dated as of Oct. 4, 2011, by and between
the Company and the Collateral Agent, to (i) extend the
termination date of the Forbearance Agreement to Jan. 12, 2012,
and (ii) provide that any interest payments due and payable to the
Collateral Agent by the Company through Jan. 12, 2012, pursuant to
the terms of the 8% Senior Securities Notes of the Company will
accrue and be due and payable on Jan. 13, 2012.

On Jan. 11, 2012, the Company entered into a letter agreement,
dated Jan. 11, 2012, by the Collateral Agent, and addressed to and
acknowledged, accepted and agreed to by the Company.  The Fourth
Amendment amended the Forbearance Agreement to (i) extend the
termination date of the Forbearance Agreement to Jan. 20, 2012,
and (ii) provide that any interest payments due and payable to the
Collateral Agent by the Company through Jan. 20, 2012, pursuant to
the terms of the 8% Senior Secured Notes of the Company shall
accrue and be due and payable on Jan. 21, 2012.

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company reported a net loss of $2.28 million on $25.13 million
of net sales for the fiscal year ended June 30, 2011, compared
with a net loss of $5.53 million on $20.16 million of net sales
during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2011, showed
$13.41 million in total assets, $20.73 million in total
liabilities, all current, and a $7.32 million total stockholders'
deficiency.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.


INTERNATIONAL MEDIA: Seeks to Hire Epiq as Claims Agent
-------------------------------------------------------
International Media Group Inc. and its affiliated debtors seek
Bankruptcy Court permission to employ Epiq Bankruptcy Solutions
LLC as their notice and claims agent.

The Debtors said the size of their creditor and interested party
body makes it impracticable for them to, without assistance,
undertake the task of sending notices to creditors and other
parties-in-interest.  The Debtors anticipate that there will be in
excess of 1,200 entities to be noticed in these Chapter 11 cases.

Epiq holds a $15,000 retainer from the Debtors.

Edward J. Kosmowski attests that (a) Epiq is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code; (b) Epiq holds no interest materially adverse to the Debtors
and their estates with respect to matters that the Debtors seek to
employ Epiq to handle; and (c) Epiq has no material connection to
the Debtors, their creditors or related parties.

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  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.  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 a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  Landis Rath & Cobb LLP serves as the Debtors'
bankruptcy counsel.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


INTERNATIONAL MEDIA: Taps Landis Rath as Bankruptcy Counsel
-----------------------------------------------------------
International Media Group Inc. and its affiliates seek Bankruptcy
Court authority to hire Landis Rath & Cobb LLP as their bankruptcy
counsel.  LRC partner William E. Chipman, Jr., and associate Mark
D. Olivere will be involved in the case.

The current rates of LRC partners range from $475 to $720 per
hour; associates range fro $325 to $430 per hour; paralegals range
from $210 to $230 per hour and legal assistants range from $100 to
$130 per hour.

Between Oct. 7, 2011 and Jan. 5, 2012, LRC received $140,517 from
the Debtors as advanced fee retainers.

Mr. Chipman attests that LRC is a "disinterested person" within
the meaning of section 101(14) of the Bankruptcy Code and does not
hold or represent an interest adverse to the Debtors.

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  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.  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 a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


JAZARCO INTERNATIONAL: Sec. 341 Creditors' Meeting Set for Feb. 7
-----------------------------------------------------------------
The U.S. Trustee in Phoenix, Arizona, will hold a Meeting of
Creditors in the Chapter 11 case of Jazarco International LLC
pursuant to Sec. 341 of the Bankruptcy Code on Feb. 7, 2012, at
12:00 p.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite
102, in Phoenix.

Jazarco International LLC, aka Jazarco International Trust, based
in Apache Junction, Arizona, filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 12-00161) on Jan. 5, 2012.  Chief Judge
James M. Marlar presides over the case.  Ian D. Quinn, Esq., at
QuinnLaw PLLC, serves as the Debtor's counsel.  In its petition,
the Debtor estimated $500 million to $1 billion in assets and $1
million to $10 million in debts.


JCK HOTELS: Can Hire Sook Hyun as Exclusive Financial Advisor
-------------------------------------------------------------
JCK Hotels, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of California to employ
Sook Hyun Cho, CPA, as its exclusive financial advisor.

This is the Debtor's second application to employ a financial
advisor.  The Court previously authorized the employment of Dae
Hyun Kim, CPA & Associates, as the Debtor's financial advisor.

The firm is comprised of a single professional, Sook Hyun Cho.
Mr. Cho is a certified public accountant, and has represented the
Debtor since approximately July of 2009.  Between July 2009 and
approximately Nov. 15, 2011, Mr. Cho represented the Debtor as its
CPA and financial advisor while working at Dae Hyun Kim, CPA &
Associates.  Mr. Cho no longer is employed with Dae Hyun Kim, CPA
& Associates.

Sook Hyun will:

   (a) assist in the preparation of monthly operating reports for
       the Debtor;

   (b) provide corporate and partnership tax projections;

   (c) advise the Debtor regarding financial and business matters;

   (d) conduct an analysis of the Debtor's business and analysis
       of its financial records;

   (e) conduct an analysis of the Debtor's business model;

   (f) prepare budgets and financial projections required by
       creditors and the United States Trustee; and

   (g) perform other services that require financial, operational,
       or business expertise that Debtor may require in connection
       with the Chapter 11 case and with Debtor's plan of
       reorganization.

Mr. Cho will charge the Debtor $1,000 per month for his services
plus reimbursement of expenses.

The Debtor believes that Mr. Cho is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels, LLC.


LACK'S STORES: Has Until March 1 to Solicit Plan Acceptances
------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas extended until March 1, 2012, Lack's Stores,
Incorporated, et al.'s exclusive period to solicit acceptances for
the proposed Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on Oct. 17, 2011, the
Plan is designed to accomplish three primary objectives:

   (1) the collection of Lack's Customer Notes portfolio in the
       ordinary course of business;

   (2) the sale of remaining real and personal property that is
       not necessary to the continued collection of Customer
       Notes; and

   (3) the use of proceeds from collection of Customer Notes and
       sales of the Debtors' other remaining assets to satisfy
       Claims in accordance with the Plan.

A full-text copy of the Disclosure Statement, dated Oct. 5, is
available for free at http://ResearchArchives.com/t/s?772e

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010 .  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LEGENDS GAMING: Moody's Cuts Corp. Family Rating to 'Ca'
--------------------------------------------------------
Moody's Investors Service lowered Legends Gaming, LLC's
Probability of Default Rating (PDR) to Ca/LD from Caa3 and its
Corporate Family Rating (CFR) to Ca from Caa3 since the company
did not make the interest payment originally due on January 3,
2012 on the first lien bank loan within the grace period. The
rating outlook is negative.

Ratings downgraded:

  Corporate Family Rating to Ca from Caa3

  Probability of Default Rating to Ca/LD from Caa3

  $163.5 million senior secured first lien term loan due 2014 to
  Caa3 (LGD3, 34% ) from Caa2 (LGD3, 32%)

Ratings Rationale

The Ca Corporate Family Rating and negative outlook incorporate
the high probability of debt impairment within the capital
structure given the company's very high debt levels relative to
its cash flow generation and asset base. Moody's believes that the
company will continue to face negative earnings pressure in the
coming year at its two casinos located in Bossier City, LA and
Vicksburg, MS due to challenging local economic conditions and
increasing competition. DiamondJacks Vicksburg is still dealing
with the aftermath of the Mississippi River flooding that occurred
earlier this year, while the Bossier City casino will likely face
additional competition if a newly proposed casino opens in the
next two years.

The "/LD" appended to the PDR recognizes a limited default on the
1st lien term loan, in accordance with Moody's default definition.
The PDR could be revised to D if a payment default or a distressed
exchange were to occur on the entire debt structure, or the
company files for Chapter 11 bankruptcy protection.

The Corporate Family and first lien credit rating could be lowered
if Moody's expectation of recovery further deteriorates. The
ratings could be upgraded following a restructuring if a material
amount of debt is eliminated, resulting in a more sustainable
capital structure or a higher expected recovery rate for debt
holders.

The principal methodology used in rating Legends Gaming, LLC was
the Global Gaming 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.

Legends Gaming, LLC, headquartered in Las Vegas, NV, currently
owns and operates two gaming properties located in Bossier City,
LA and Vicksburg, MS under the DiamondJacks Casino brand.


LEHMAN BROTHERS: Settles Lawsuit Against Nomura International
-------------------------------------------------------------
Lehman Brothers Holdings Inc. entered into an agreement, which
calls for the dismissal of claims asserted in the lawsuit it
filed against Nomura International plc, and the withdrawal of its
objection to claims of Nomura Global Financial Products Inc.
Nomura's claims total about $720 million, which claims stemmed
from a derivative swaps agreement.

The agreement was entered by the company, Nomura International,
Nomura Global, and the Official Committee of Unsecured Creditors.

                      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)


LEHMAN BROTHERS: Wins Nod to Create No Fund to Pay D&O Defenses
---------------------------------------------------------------
Lehman Brothers Holdings Inc. won court approval to create a new
fund to pay the defense costs of its current directors and an
employee of LAMCO Holdings LLC.

The company proposed on November 23 to create a so-called
"defense costs fund" to pay the costs incurred in connection with
claims against its directors and the LAMCO employee prior to the
effective date of its Chapter 11 plan.

Pursuant to the court order, LBHI is authorized to advance funds
for the defense costs, provided that the defense costs fund won't
be replenished once it is exhausted.

Any distributions or entitlements that a person may have under
the Chapter 11 plan with respect to any indemnification claim
that he has filed against the company will be reduced by the
amount advanced from the defense costs fund to that person or his
legal counsel, according to the order.

               Creditors Committee Oppose Fund

The Official Committee of Unsecured Creditors asked Judge James
Peck to deny approval of Lehman Brothers Holdings Inc.'s motion
to create a new fund to pay the defense costs of its current
directors and an employee of LAMCO Holdings LLC.

LBHI proposed on November 23 to create a so-called "defense costs
fund" to pay the costs incurred in connection with claims
asserted against its directors and the LAMCO employee prior to
the effective date of its Chapter 11 plan.

Prior to this, the company filed a motion on June 28, to create a
fund that would provide up to $2 million for the payment of legal
costs of its current directors in lieu of purchasing an
additional tail insurance policy.

The motion, which was approved by the bankruptcy judge, did not
draw opposition from the Creditors Committee.  At that time, the
Creditors Committee was made to believe that the $2 million was
unlikely to be used and, therefore, it would be used by LBHI for
any other purpose upon the effective date of its plan.

In court papers, Dennis Dunne. Esq., at Milbank Tweed Hadley &
McCloy LLP, in New York, said there is certainty that the new
fund being proposed by LBHI in its November 23 motion will be
utilized because the company's existing directors' and officers'
insurance policies have already been exhausted.

Mr. Dunne also argued that the Lehman directors will no longer be
associated with the company after the effective date, and that
providing them with such benefit will not benefit the estate.

"The lawyer further said that the purported legal justification
for creating the new fund, which is the potential indemnification
claims of the defendants and potential difficulty in resolving
certain proofs of claim, is not convincing.

The indemnification claims asserted by the beneficiaries would be
general unsecured claims against LBHI entitled to only a 19.9%
distribution under the plan," Mr. Dunne pointed out, adding that
those claims may not be entitled to even a small distribution
should they be subject to subordination pursuant to a provision
in bankruptcy law.

            Lehman Asks Court to Overrule Objection

In court papers, LBHI's lawyer, Richard Krasnow, Esq., at Weil
Gotshal & Manges LLP, in New York, asked the bankruptcy judge to
overrule the Creditors Committee's objection.

Mr. Krasnow said the Creditors Committee fails to give sufficient
credence to the impending depletion of the D&O policies that will
result in insufficient insurance proceeds to pay the legal fees
of the defendants who are facing lawsuits that correlate to
proofs of claim filed by the plaintiffs and indemnity claims
filed by the defendants in which liabilities are asserted
amounting to hundreds of millions of dollars against the company
or one of its affiliated debtors.

The Creditors Committee also minimizes the impact on Lehman and
its estate of adverse judgments against the defendants in the
pending lawsuits, and the effect of the indemnity claims.

"[Lehman] submits that the proposed $2 million investment in
furtherance of efforts to avoid such potential liabilities
represents a small fraction of the approximately 20% recoveries
that the plaintiffs or the covered persons could realize under
the plan if their claims against {Lehman] were ultimately
allowed," Mr. Krasnow said.

                       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)


LEHMAN BROTHERS: Ironbridge Homes Seeks Lift Stay
-------------------------------------------------
Ironbridge Homes, LLC; Ironbridge Mountain Cottages, LLC;
Ironbridge Aspen Collection, LLC; Ironbridge Management LLC;
Sunrise Company; Dirk Gosda; Hansen Construction, Inc.; and
Steven A. Hansen seek relief from the automatic stay to:

   (i) assert cross-claims against the Debtors when the Debtors
       are joined as defendants in a pending Colorado state
       court lawsuit pursuant to a stipulation among Lehman
       Brothers Holdings Inc., LB Rose Ranch LLC, PAMI Statler
       Arms LLC and certain Colorado plaintiffs providing for
       limited relief from the automatic stay approved by the
       Court on November 18, 2011; and

  (ii) assert claims against LB Rose Ranch, LLC, and against
       LBHI in a state law civil action recently filed in the
       District Court for Garfield County, State of Colorado, in
       November 2011 but which has not yet been served.

Ironbridge, et al., submit that, under the present circumstances
and relevant case law, they are entitled to relief from stay so
as to pursue their counterclaims and cross-claims against the
Debtors in the Colorado Construction Defect Lawsuit and the
Colorado Contract Lawsuit.

Duncan E. Barber, Esq., at Bieging Shapiro & Barber LLP, in
Denver, Colorado -- dbarber@bsblawyers.com -- contends that
relief from stay in regard to the Colorado Construction Defect
Lawsuit will permit all of the issues involved in the claimed
construction defects at the Ironbridge project to be resolved in
a single forum.  Similarly, he asserts, permitting Ironbridge, et
al., to assert their counterclaims in response to the threatened
LBRR complaint in Colorado will permit all of the disputes
arising out of the contractual relationships between the Debtor
and Ironbridge, et al., to be resolved in one action.

The motion is subsequently amended to remove Sunrise Company as
movant, and to include a draft of the LBRR complaint.

                      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)


LEHMAN BROTHERS: Wins Nod to Tap Gleacher as Fin'l Advisor
----------------------------------------------------------
Lehman Brothers Holdings Inc. obtained court approval to employ
Gleacher & Companies Securities Inc. as its financial advisor.

The company tapped Gleacher as part of its plan to monetize its
stake in Archstone Enterprise LP, a real estate investment trust.

Prior to the approval, Lehman made certain changes to the terms
of Gleacher's employment, one of which is the nonpayment of
monthly retainer to the firm.  Instead of the retainer, Gleacher
will get a commission based on how Archstone is ultimately sold
off by LBHI.  The modifications to Gleacher's fees came after its
application to employ Gleacher drew flak from the Official
Committee of Unsecured Creditors and the U.S. Trustee.

The Committee and the U.S. Trustee previously complained that
Gleacher's work is duplicative of Lazard Freres & Co. LLC's.  The
U.S. Trustee also complained that the fees, which Lehman proposed
to pay to Gleacher, are not reasonable.

"A proposal to retain and substantially compensate two
professionals to provide the exact same services cannot be
reasonable," the Creditors Committee said, pointing out that
paying both such professionals violates bankruptcy law.


LEHMAN BROTHERS: Agrees to $5-Bil. Reserve for Fannie Mae Claim
---------------------------------------------------------------
For purposes of Lehman Brothers' Confirmed Chapter 11 Plan and
distributions and payments to be made under the Plan, and in
furtherance of the Debtors and Fannie Mae's previously approved
stipulation, which provides that Lehman Brothers Holdings Inc.
and Fannie Mae would agree on the reserve amounts for Fannie
Mae's claim against LBHI, LBHI and Fannie Mae agree that (i) the
Reserve Amount on account of the Allowed Fannie Mae LBHI Claim
will be $110 million as a LBHI Class 9A Claim, and (ii) the
Reserve Amount of the Fannie Mae LBHI Claim, excluding the
Allowed Fannie Mae LBHI Claim, will be $5 billion as a LBHI Class
7 Claim, provided that if any portion of the Fannie Mae LBHI
Claim will be determined to be entitled to a priority recovery,
the Allowed Fannie Mae Priority Claim will be included in LBHI
Class 1 Priority Non-Tax Claim.

The Fannie Mae LBHI Claim, known as Claim No. 29557 asserted for
$19.058 billion, is based on guarantee of a derivative contract
and for violations and breach of certain representations and
warranties.

The Parties also agree that to the extent that the Allowed amount
of the Claim in LBHI Class 7 on account of the Fannie Mae LBHI
Claim other than any Allowed Fannie Mae Priority Claim is less
than $5 billion, the difference between the Available Cash
reserved to pay Fannie Mae on account of a $5 billion unsecured
claim in LBHI Class 7, and the Available Cash payable to Fannie
Mae on account of the amount that the Allowed Fannie Mae
Unsecured Claim is ultimately Allowed, will be available to pay
the Allowed Fannie Mae Priority Claim, dollar for dollar, to the
extent the claim is not otherwise paid in full as a Class 1
Priority Non-Tax Claim and will be deemed to constitute a reserve
on account of the Fannie Mae Priority Claim.

The Parties further agree that the Debtors' failure to establish
cash reserve on account of the Fannie Mae Priority Claim at this
time will not prejudice the right of Fannie Mae and Federal
Housing Finance Agency to assert and prosecute the Fannie Mae
Priority Claim in all respects, or to payment in full on account
of the Fannie Mae Priority Claim as provided for under the Plan.

If a written objection is timely served and filed by January 3,
2012, a hearing will be held to consider the Stipulation on
January 26.

                      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)


LEHMAN BROTHERS: LBI Trustee OKs Malachite 2006-1 Trust Close-Out
-----------------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of Lehman Brothers Inc. pursuant to the Securities Investor
Protection Act of 1970, Lehman Brothers Finance S.A., Netherlands
Antilles Branch, also known as Lehman Brothers Finance AG in
Liquidation, Barclays Capital Inc. solely as a "Record Holder"
for the benefit of its customers, Citibank, N.A., as Warrant
Agent, and U.S. Bank Trust National Association, as owner
trustee, entered into a stipulation and order modifying the
automatic stay and authorizing the close-out of the Malachite
2006-1 Trust.

LBI, as depositor and trustee, established the Malachite Trust,
which was authorized to issue five series of MBAM Jandakot
Structured Fund Call Warrants, each of which was linked to the
performance of the MBAM Jandakot Structured Fund.

The Parties agree that the automatic stay in effect in LBI's SIPA
proceeding is modified as necessary to permit the redemption,
distribution and dissolution of the Malachite Trust and other
Malachite Transactions, which include the redemption of the
shares of the Fund held by or on behalf of the Malachite Trust,
the payment of the outstanding fees and expenses of the Trustee
and the Warrant Agent and their counsel from the proceeds of the
redemption and reserves, the establishment of reserves for the
payment of indemnification obligations, the payment of the
Warrant Payments to the Record Holders, and the distribution of
the remaining amounts held by the Trustee as required.  So long
as the proceeds of the redemption of the Fund exceed an amount
sufficient to pay Warrant Holders, the Trustee at the direction
of LBF will redeem the Fund shares as soon as practicable.

The SIPA Trustee is authorized to take actions necessary to
effectuate the Malachite Transactions, including consenting to
the Trustee's use of proceeds from the redemption of the Fund to
pay the fees and expenses of the Trustee for $235,827 and the
Warrant Agent's for $56,142, plus maintaining a reserve of
$2,000,000 funded from payments otherwise due to LBF for any
indemnification obligations of LBF.  The Reserve will also be
available to reimburse the Trustee for any losses, costs and
expenses with respect to any loss occasioned with respect to any
breach of representation or warranty of LBF and for payment of
the Trustee's costs and annual fees and expenses.

The SIPA Trustee is also authorized to consent to the agreed
payments to each class of Warrants:

                                   No. of   Warrant    Aggregate
  Expiration Date         CUSIP    Warrants   Value      Proceeds
  ---------------         -----    --------  -------    ---------
June 30, 2009        56089L117    39,010     $238    $9,319,879
August 31, 2009      56089L125     2,350      219       516,577
September 30, 2009   U55942103     2,298      214       491,978
December 31, 2009    56089L141     2,950      155       457,633
April 30, 2010       56089L158     3,228      135       436,974

The SIPA Trustee, as Depositor, is authorized to consent to the
distribution by the Trustee of the Warrant Payments to the
Warrant Agent for further distribution to the Record Holders of
the Warrants.  Notwithstanding that the Warrants are registered
in the name of LBI or its nominee on the records of the Warrant
Agent, the SIPA Trustee had previously assigned all Warrants to
Barclays but for 3,600 of the Warrants with an expiration date of
June 30, 2009, in connection with account transfers and the
Warrant Agent is directed by the SIPA Trustee to distribute the
Warrant Payments to Barclays for the benefit of the Warrant
Holders, except for $860,076 of the payment, representing the
Warrant Payments in respect of the 3,600 warrants with an
expiration date of June 30, 2009, which will be paid in full to
the SIPA Trustee.

Upon receipt by the Record Holders of the full amount of the
Warrant Payments, all of the obligations of the Malachite Trust,
the Warrant Agent, the Trustee and the SIPA Trustee with respect
to the Warrants will be deemed satisfied and the Warrants will be
deemed cancelled.  Upon Barclay's distribution of the Warrant
Payments to the Warrant Holders, all obligations of BCI to the
Warrant Holders will be deemed satisfied.

                      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)


LEHMAN BROTHERS: Court Approves Dismissal of Suit vs. RBS
---------------------------------------------------------
Judge Naomi Reice Buchwald of the U.S. District Court for the
Southern District of New York approved an agreement, which calls
for the dismissal of a lawsuit against The Royal Bank of Scotland
N.V.

The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
sued RBS, formerly known as ABN AMRO Bank N.V., for $345.9
million over a 1998 swap agreement that was terminated early.

The $345.9 million relates to 247 foreign currency transactions
that were outstanding when the deal was terminated.  RBS
allegedly refused to pay because it claims a right to set that
amount off against amounts owed it by the brokerage and various
affiliates.

                      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)


LEVEL 3 COMMS: S&P Keeps 'CCC' Rating on 8.625% Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said its 'CCC' issue-level and
'6' recovery ratings on Broomfield, Colo.-based Level 3
Communications Inc. subsidiary Level 3 Financing Inc.'s 8.625%
senior notes due 2020 are not affected by the upsizing of the
issue to $900 million from the original $350 million amount. The
company intends to use the bulk of the new issue proceeds to
redeem all $807 million of Level 3 Financing's outstanding 9.25%
senior notes due 2014.

"The '6' recovery rating on the new notes reflects our expectation
of negligible (0% to 10%) recovery of principal in the event of a
default. Thenotes are guaranteed by parent Level 3 Communications
Inc. Other ratings on Level 3 Communications Inc. and
subsidiaries, including the 'B-' corporate credit rating and the
positive outlook, are not affected by the new notes," S&P said.

Level 3 Communications is a provider of voice, data, and other
transport services on its global communications and Internet
backbone. The positive outlook notes that if the company is on
track to realize the bulk of what it expects to be around $300
million in annual operating synergies from its recent Global
Crossing acquisition, adjusted debt leverage could improve to
the 5x area, a metric which could support a one-notch upgrade.

Ratings List

Level 3 Communications Inc.
Corporate Credit Rating              B-/Positive/--

Ratings Unchanged

Level 3 Financing Inc.
$900 mil 8.625% senior nts due 2020  CCC
   Recovery Rating                    6


LUBBOCK HOUSING: Moody's Affirms 'Ba2' Rating on Refunding Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed Ba2 ratings on the Lubbock
Housing Finance Corporation Multi-family Revenue Refunding Bonds
(Las Colinas, Quail Creek and Parkridge Place Apartment projects),
Series 2002 A&B and Ba3 rating on Subordinate Series 2002C bonds.
Approximately $10.95 million of aggregate debt affected.

This rating action reflects continued sufficient rental revenue
and stabilizing debt service coverage. The positive outlook
reflects the improving operating performance of the projects. All
of the properties were built in 1983 and are located approximately
six miles southwest of the Lubbock central business district. The
neighborhood is largely residential, with development along the
South Loop 289 thoroughfare. Texas Tech University is located
within one to two miles of the submarket.

STRENGTHS

-- Continued sufficient operating performance at the property.

-- Substantial excess contributions made by the owner to the
   reserve and replacement fund.

CHALLENGES

-- Continued low occupancy at one of the properties.

-- Small project size, which could lead to volatility in
   occupancy and the resulting financial performance.

Outlook

The revised positive outlook reflects our expectation of improving
operating performance at the properties over the near term.

What could change the rating - UP

-- Continued increase in debt service coverage and stabilization
   of the projects.

-- Improved occupancy at the Parkridge project.

What could change the rating - DOWN

-- Decline in the operating performance of the properties,
   resulting in deterioration of the debt service coverage on the
   bonds.

PRINCIPAL RATING METHODOLOGY

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


MARKETING WORLDWIDE: Angus Gillis Discloses 7.6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Angus Allan Gillis and Josephine Maria MacPherson
disclosed that, as of Dec. 19, 2011, they beneficially own
4,050,000 shares of common stock of Marketing Worldwide
Corporation representing 7.63% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/1UzXOL

                     About Marketing Worldwide

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

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

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

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

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

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


MESA AIR: Enters Into Settlement With Daimler, et al.
-----------------------------------------------------
Reorganized Mesa Air Group, Inc., its affiliated Reorganized
Debtors, and its affiliated Liquidating Debtors, and (i) Daimler
Capital Services LLC, (ii) Wells Fargo Bank, Northwest, N.A.;
(iii) Qwest Corporation and Qwest Communications Company, LLC;
and the South Carolina Department of Revenue have entered into
post-effective date settlements resolving certain claims.

The Daimler settlement provides, among other things:

    * Daimler Capital's Claim No. 774 against Mesa Airlines,
      Inc. for amounts allegedly owning pursuant to the Tax
      Indemnity Agreements related certain aircraft will be
      allowed for $6,326,794 as a Class 3(e) General Unsecured
      Claim.  The remainder of Claim N. 774 is disallowed; and

    * Any and all other claims, whether filed or scheduled, are
      disallowed and expunged, and are not entitled to any
      distribution under the Third Amended Joint Plan of
      Reorganization.

The Wells Fargo settlements provide, among other things:

    * Wells Fargo's Claim No. 760 will be deemed allowed as a
      General Unsecured Claim in Class 3(e) under the Plan for
      $3,663,021 against Mesa Airlines;

    * Wells Fargo's Claim No. 762 will be deemed allowed as a
      General Unsecured Claim in Class 3(e) under the Plan for
      $4,835,556 against Mesa Airlines; and

    * The allowance of the Claims will satisfy all obligations
      of the Debtors and any of their affiliates under the
      applicable leases and related documents, and Wells Fargo
      waives any other claim that it may have arising under the
      Leases or related documents.

The Qwest settlement provides:

    * Claim No. 1652 will be deemed allowed as a General
      Unsecured Claim in Class 3(a) under the Plan in the amount
      of $191,091 against Mesa.  Allowed Claim No. 1652 will be
      paid in accordance with the treatment provided by the Plan
      for Allowed Claims in Class 3(a).

    * Claim No. 1660 will be deemed allowed as a General
      Unsecured Claim in Class 4(a) under the Plan in the amount
      of $9,855 against Mesa.  Allowed Claim No. 1660 will be
      paid in accordance with the treatment provided by the Plan
      for Allowed Claims in Class 4(a).

    * In accordance with the Plan, Qwest is permitted to sell
      the Claims to any buyer provided that buyer holds in total
      less than 360,000 shares of New Stock or New Warrants of
      Reorganized Mesa Air Group, Inc., or claims in the
      aggregate against the Debtors that would be convertible
      into 360,000 shares of New Stock or New Warrants, and the
      parties to that transaction execute form transfer
      agreement.

The South Carolina Dept. settlement provides:

    * Claim No. 101 will be allowed against Mesa Airlines, Inc.,
      as a $1,066,048 Priority Tax Claim, a $1,767 secured tax
      claim, and a $116,400 Class 3(e) General Unsecured Claim.
      Interest will be paid on the Allowed 2009 Priority Tax
      Claim at the rate of 6% per annum commencing from the
      Effective Date.  Interest will be paid on the Allowed
      Secured Tax Claim at the rate of 6% per annum commencing
      from the Petition Date.  No interest will be paid on the
      Allowed General Unsecured Claim.

    * Claim No. 1676 will be allowed Mesa Airlines as a $441,297
      Priority Tax Claim, and a $44,129 Class 4(e) De Minimis
      Convenience Class Claim.  Interest will be paid on the
      Allowed Priority Tax Claim at the rate of 6% per annum
      commencing from the Effective Date.  No interest will be
      paid on the Allowed Convenience Class Claim.

                        About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, listing assets of $976 million against debt totaling
$869 million as of Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MESA AIR: Wells Fargo Applies for Administrative Expense Payment
----------------------------------------------------------------
Before the Petition Date, Wells Fargo Bank Northwest, N.A., as
owner trustee, leased one de Havilland DCH 8-202 aircraft Federal
Aviation Administration registration number N454YV and one
Canadair Regional Jet CL-600-2B19 aircraft Federal Aviation
Administration registration number N37178 to Mesa Airlines, Inc.

With respect to the Dash 8 Aircraft, the Debtors owed these
administrative expenses to the Owner Trustee:

  Rent due and unpaid                     $1,445,907
  Sec. 1110(b) Stipulation amount due       $979,600
  Amount reported received by EDC           $117,000
  Admin. Expense due and unpaid             $800,600

With respect to the CRJ Aircraft, the Debtors owed these
administrative expenses to the Owner Trustee:

  Rent due and unpaid                     $2,675,325
  Sec. 1110(b) Stipulation amount due     $2,675,325
  Amount reported received by EDC                 $0
  Admin. Expense due and unpaid           $2,675,325

Wells Fargo asks the Court to direct the Reorganized Debtors to
pay administrative expenses.

                 Reorganized Debtors Object

The Reorganized Debtors ask the Court to deny Wells Fargo's
administrative expense claims because these were untimely.

According to the Reorganized Debtors, they filed a notice to
reject the Dash 8 aircraft and served it upon, among others,
Wells Fargo in April 2010.  The Reorganized Debtors said Wells
Fargo accepted the aircraft and did not object to the rejection
notice.  Filing of the administrative claim nine months after the
deadline set forth by the Rejection Procedures Order is
inexcusable, the Reorganized Debtors assert.

                        About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, listing assets of $976 million against debt totaling
$869 million as of Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MGM RESORTS: Proposes to Offer $500 Million Senior Notes
--------------------------------------------------------
MGM Resorts International proposes to offer $500 million in
aggregate principal amount of senior notes due 2019 in a private
placement.  The Company plans to use the net proceeds to repay a
portion of its indebtedness, which may include indebtedness under
its senior credit facility or outstanding debt securities.

The notes will be general unsecured senior obligations of the
Company, guaranteed by substantially all of the Company's wholly-
owned domestic subsidiaries which guarantee the Company's other
senior indebtedness, and equal in right of payment with, or senior
to, all existing or future unsecured indebtedness of the Company
and each guarantor.

The notes proposed to be offered will not be registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.  The notes will be offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the
Securities Act.

                         About MGM Resorts

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

The Company reported net income of $3.25 billion on $5.55 billion
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.29 billion on $4.58 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 billion in total stockholders' equity.

                        Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MGM RESORTS: Prices $850 Million in Senior Notes
------------------------------------------------
MGM Resorts International has priced $850 million in aggregate
principal amount of its 8.625% senior notes due 2019 at par.  The
transaction is expected to close on Jan. 17, 2012.  The Company
plans to use the net proceeds to repay a portion of its
indebtedness, which may include indebtedness under its senior
credit facility or outstanding debt securities.

The notes will be general unsecured senior obligations of the
Company, guaranteed by substantially all of the Company's wholly-
owned domestic subsidiaries which guarantee the Company's other
senior indebtedness, and equal in right of payment with, or senior
to, all existing or future unsecured indebtedness of the Company
and each guarantor.

The notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws and may not be
offered or sold in the United States or to any U.S. persons absent
registration under the Securities Act, or pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.  The notes will be offered only to
"qualified institutional buyers" under Rule 144A of the Securities
Act or, outside the United States, to persons other than "U.S.
persons" in compliance with Regulation S under the Securities Act.

                        About MGM Resorts

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

The Company reported net income of $3.25 billion on $5.55 billion
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.29 billion on $4.58 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 billion in total stockholders' equity.

                        Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MGM RESORTS: Fitch Rates $500-Mil. Sr. Unsecured Notes at 'B-'
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/RR4' to MGM Resorts
International's (MGM) proposed $500 million senior unsecured notes
due 2019.  The Rating Outlook is Stable.

Proceeds from the unsecured issuance will be used to repay a
portion of MGM's indebtedness, which may include amounts
outstanding under its senior credit facility or outstanding debt
securities.  Therefore, the transaction will be largely leverage
neutral, but could dampen the free cash flow (FCF) profile
slightly due to higher interest costs, depending on pricing of
the notes.

MGM's next maturity is the 6.75% senior unsecured notes coming due
September 2012 ($462 million outstanding).  The company also has
about $2.15 billion outstanding on its credit facility, comprised
of $450 million drawn on its revolver (pro forma for repayment of
$879 million temporarily drawn at the end of third quarter) and a
$1.7 billion term loan. The credit facility matures in February
2014.

Fitch views the potential maturity extension favorably but it does
not warrant positive rating action given MGM's high leverage (10.8
times [x] for the wholly owned group on a latest 12 months [LTM]
basis through Sept. 30, 2011), heavy maturities through 2017, thin
FCF profile and heavy dependence on an undisturbed Las Vegas Strip
recovery (accounts of for roughly 80% of the domestic group's
EBITDA).

Before this issuance, Fitch forecasted that MGM had enough
liquidity to get through the better part of 2013 until $750
million of 13% New York-New York notes come due in November.  The
13% secured notes are the strongest piece of debt in the capital
structure and well over-collateralized (also share lien in the
Mirage, Bellagio and MGM Grand on pro rate basis with other
secured notes).  Therefore, there is a good probability that MGM
will be able to refinance them at equal or better terms, even in
an unaccommodating credit market. The next maturities are in
February 2014, including the credit facility and $509 million of
5.875% senior notes.

On Oct. 14, 2011, Fitch upgraded MGM's Issuer Default Rating to
'B-'.  The upgrade largely reflects the strong Las Vegas recovery
and MGM's solid near-term financial flexibility, which is further
supported by the additional liquidity provided by the proposed
$500 million senior unsecured issuance.

For 2012, Fitch expects Las Vegas Strip visitation to grow roughly
2% and gaming revenue to increase slightly faster at approximately
5%.  In 2011, year-to-date visitation through October grew 4.5%
and through November gaming revenue is up 5.2%.  Fitch's favorable
outlook for the Las Vegas Strip is supported by continued
improvement in the convention mix, and the Strip operators'
reinvestment in existing properties, with particular emphasis on
the high end.

Room rate increases will be driven by a modest uptick in
convention mix, room remodels and the lack of new supply for the
foreseeable future (other than 662-rooms that opened in January
2011 in Caesars Palace's Octavius Tower).  MGM is expecting the
2012 convention mix to improve slightly to 15%, compared with an
estimated 14.5% for 2011.  Fitch's 2012 base case incorporates a
high- single-digit increase in citywide average daily room rates
(ADRs), as operators yield manage rooms for higher profitability.
This would reflect a slight deceleration from the 10.9% citywide
ADR growth year to date through October 2011, as leisure transient
demand will be more constrained by the slow growth environment
than convention/group business.

MGM's performance in Las Vegas should be further lifted by the
company's capital expenditure program centered on improving its
high-end properties (Bellagio rooms underwent a remodel in 2011)
and its significant exposure to international play.

A more detailed analysis of the Las Vegas market and MGM's
financial profile is included in Fitch's '2012 Gaming Outlook -
Market Exposure the Differentiating Factor' dated Dec. 13, 2011,
and the upgrade press release, dated Oct. 14, 2011.

Fitch currently rates MGM as follows:

  -- Issuer Default Rating (IDR) 'B-';
  -- Senior secured notes due 2013, 2014, 2017, and 2020
     'BB-/RR1';
  -- Senior credit facility 'B/RR3';
  -- Senior unsecured notes 'B-/RR4';
  -- Convertible senior notes due 2015 'B-/RR4';
  -- Senior subordinated notes 'CC/RR6'.


MGM RESORTS: S&P Assigns 'B-' Rating to $500-Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Las Vegas-based casino operator MGM Resorts
International's proposed $500 million senior notes due 2019. "In
addition, we assigned the notes a recovery rating of '4',
indicating our expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default. The company plans
to use proceeds from the notes offering to repay debt," S&P said.

"Our 'B-' corporate credit rating on MGM reflects our assessment
of its financial risk profile as 'highly leveraged' according to
our criteria, given its high debt leverage and thin EBITDA
coverage of interest, which likely will limit positive free
operating cash flow generation over the next few years. In
addition, while MGM completed several capital raises and other
actions in recent years, alleviating near-term debt maturities,
its ability to meet the step-up in debt maturities in 2013 and
2014 relies on substantial growth in cash flow generation and
continued access to capital markets. Our rating also incorporates
our assessment of MGM's business risk profile as 'satisfactory'
according to our criteria, given its leading presence on the Las
Vegas Strip, and modest geographic diversity outside of Las Vegas.

"On Nov. 9, 2011, we raised our corporate credit rating on MGM to
'B-' from 'CCC+', reflecting MGM's solid operating performance and
our expectation that MGM will continue benefitting from improving
performance trends on the Las Vegas Strip, particularly on the
lodging side of the business. While MGM maintains weak credit
measures, including operating lease-adjusted debt to wholly owned
EBITDA of over 11x and EBITDA coverage of interest of just 1.0x,
we believe recent strong performance trends are reducing
refinancing risk in the company's intermediate- term debt
maturities, and expect credit measures to continue to gradually
improve modestly in 2012," S&P said.

"Our rating on MGM incorporates our expectation for modest, low-
single-digit percentage growth in wholly owned net revenue in
2012. We expect MGM's wholly owned EBITDA to grow in the high-
single-digit percentage area in 2012, because continued strength
on the lodging side of the business and improved operating
leverage after recent cost-containment actions should result in
improved operating margins. The gradual economic recovery and
continuing positive momentum in visitation to the Las Vegas Strip
should propel this improvement. Still, we remain somewhat cautious
about the sustainability of recent operating trends, given our
economists' current expectation for only modest growth in 2012 in
real GDP (1.8%) and consumer spending (2.2%), and for persistent
high unemployment. Under this scenario, while credit measures
gradually improve, MGM would generate limited free operating cash
flow and would need to raise substantial capital to address 2013
and 2014 debt maturities, totaling nearly $5 billion," S&P said.

Ratings List
MGM Resorts International

Corporate credit rating           B-/Stable/--

Rating Assigned
$500 mil. sr. notes due 2019      B-
Recovery rating                   4


MUSCLEPHARM CORP: Inter-Mountain Discloses 9.9% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Inter-Mountain Capital Corp. and its affiliates
disclosed that, as of June 29, 2011, they beneficially own
14,817,246 shares of common stock of MusclePharm Corporation
representing 9.99% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/Ig7NGs

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

The Company also reported a net loss of $12.33 million on
$13.07 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.67 million on $3.13 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.71 million in total assets, $10.86 million in total
liabilities, and a $5.14 million total stockholders' deficit.


NAVISTAR INT'L: Fitch Affirms 'BB'; Outlook Stable
--------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Navistar International Corporation (NAV) and Navistar Financial
Corporation (NFC) at 'BB'.  The Rating Outlook is Stable.

The ratings incorporate NAV's solid operating performance,
positive free cash flow, growth in the company's important North
American medium and heavy duty truck markets, leading market
shares, broad distribution network, and sound financial profile at
NFC. Leverage has declined as NAV's financial results recover from
the previous downturn.   At Oct. 31, 2011, debt/EBITDA, excluding
NFC, was 2.4 times (x) compared to 3.2x one year earlier.
Earnings and leverage could improve further as the North American
truck market approaches the strong part of the cycle.

Uncertainty about potential changes to NAV's operating and
financial policies represents a rating concern relating to Carl
Icahn's ownership interest in NAV which currently is over 10%. Mr.
Icahn believes a business combination between NAV and Oshkosh
Corporation (OSK) would be beneficial.  There could be some
operating synergies from such a combination as NAV and OSK both
participate in the military vehicle market.  In addition, OSK has
an established position in the market for commercial vehicle
bodies while NAV makes vehicle chassis, engines and certain other
components which OSK purchases from outside suppliers.  There are
several concerns that would surround a combination between NAV and
OSK including integration risks, the disposition of OSK's aerial
lift business, and the potential for a substantial increase in
NAV's leverage depending on the nature of any business combination
with OSK.  NAV's improving leverage provides a modest cushion to
absorb additional debt, but the cushion is limited given the
inherent cyclicality of its truck market.  The use of equity would
reduce concerns about leverage.

Other rating concerns include the cyclical nature of NAV's truck
markets, large pension obligations, and the concentration of NAV's
revenue in the U.S. and Canada.  The proportion of revenue outside
the U.S. and Canada is improving, however.  Approximately 24% of
NAV's revenue was located outside the U.S. and Canada in 2011
compared to 13% as recently as 2009.

The ratings or Outlook could be revised upward if NAV's
diversification into other product and geographic markets helps to
dampen cyclical results, margins and free cash flow improve
consistently, and NAV's exhaust gas recirculation (EGR) and
engineering integration strategies are effective.  The ratings and
Outlook could be negatively affected if NAV loses long term market
share as a result of its engine strategy, free cash flow and
liquidity are insufficient to fund NAV's product development and
investments in joint ventures, or in the event of a significant,
unexpected downturn in truck demand in the near term.  A large
debt funded transaction, possibly involving OSK, could also
contribute to a negative rating action.

NAV's sales grew 15% in fiscal 2011 and could increase by a
similar amount in 2012. The increase is largely driven by
replacement demand related to the age of the North American truck
fleet which is still relatively high.  Demand is also supported by
rising shipping volumes and economic growth.  The pace of the
recovery is affected by supply chain constraints which have
limited truck production.  In other regions, international
business should continue to grow as NAV expands its joint venture
interests to produce trucks and engines.  NAV has a well-
established engine business in South America.

Profit margins have improved during the past two years but may
stabilize or decline slightly in 2012.  Anticipated margin
pressure reflects the possibility of lower military revenue
associated with U.S. defense spending, and an expected change in
contract terms with a large engine customer in Brazil.  NAV's
military vehicles include military variations of its commercial
vehicles, and Mine Resistant Ambush Protected (MRAP) armored
vehicles.  MRAPs are the largest source of the expected decline in
military revenue in 2012.  They provide attractive margins but
orders can fluctuate significantly. Military business should
continue to generate $1.5 billion-$2 billion of annual sales over
the long term, even without significant MRAP sales.  NAV has an
attractive military parts business, and the foreign military
market represents a source of potential growth.

NAV is in the midst of reorganizing and integrating certain truck
and engine businesses which could improve profitability over the
long run and help diversify its revenue base.  Manufacturing
operations incurred $155 million of restructuring and impairment
charges in 2011, not including certain engineering integration
costs. These actions are concentrated in NAV's truck operations
but also include the engine business.  Restructuring includes the
consolidation or closure of manufacturing facilities, renovation
of a testing facility, and relocation and integration of NAV's
truck and engine development centers to its relocated headquarters
and testing facilities sites.  The integration of certain truck
and engine operations is intended to improve the product
development process, reduce costs through a more flexible
manufacturing system, and support NAV's vertical integration and
expansion into adjacent markets such as cement mixers and other
customized commercial vehicles which offer attractive margins.

The integration of NAV's operations is consistent with its engine
strategy which involves producing all engines internally for the
U.S. and Canadian market using EGR emissions technology.  All
other truck makers in the U.S. and Canada use selective catalytic
reduction (SCR) after-treatment technology to help meet emissions
requirements.  There is no industry-wide consensus about which
technology strategy is superior or may become dominant.  The
potential impact of NAV's EGR-only strategy represents a risk
until the success of each technology becomes clear.

NAV's engine strategy also includes focusing on 11- and 13-liter
engines for heavy and severe service trucks.  It introduced a 15-
liter engine in early 2011, but expects its use will be limited.
NAV's success at converting customers to 13-liter engines remains
a risk and will be a factor in its long-term competitive position.
However, the use of 13-liter engines is rising rapidly across the
industry due to benefits related to engine performance, weight,
and fuel economy.  NAV also sells engines to other OEMs although
they are a small part of NAV's total sales.

Fitch expects free cash flow will be steady to moderately higher
in 2012 compared with 2011 when it totaled $253 million.  Free
cash flow could increase materially if favorable economic
conditions support materially higher truck production and supplier
constraints are resolved.  Additional spending on product
development or restructuring above current expectations could
offset higher free cash flow. NAV has been cash flow positive
since 2008, including through the downturn in demand for trucks in
2009 and 2010.

NAV normally targets capital expenditures at $250 million to $350
million.  Manufacturing capital expenditures totaled $427 million
in 2011 and could be similar in 2012 due to higher-than-normal
spending levels related to the relocation of NAV's headquarters,
investment in a technical research center, and a refurbished
engine testing facility.  These expenditures are being partly
funded with proceeds from $225 million industrial revenue bonds
issued in October 2010.

Other uses of cash include expansion in international markets
through unconsolidated joint ventures and equity investments which
totaled $65 million in 2011.  NAV spent $125 million to repurchase
shares in 2011, reflecting the company's high balance of cash and
marketable securities.  Share repurchases are likely to occur
again in 2012 but would depend on the level of spending for other
purposes such as product development and investments in joint
ventures.

At the end of fiscal 2011, NAV's pension plans were underfunded by
$1.8 billion (approximately 57% funded) compared to $1.5 billion
one year earlier.  NAV contributed $134 million to its pension
plans in fiscal 2011 and expects to contribute $187 million in
2012.  Between 2013 and 2015, NAV estimates it will be required to
contribute at least $170 million annually.

At Oct. 31, 2011, Navistar's liquidity, excluding NFC, included
$1.2 billion of cash and marketable securities and availability
under a $355 million revolver.  These amounts were offset by $99
million of manufacturing debt due within one year.  Cash does not
include funds from $225 million of industrial revenue bonds issued
in 2010.  The funds are held in trust and used for specified
expenditures toward NAV's new headquarters and other facilities.
Scheduled debt repayments are near a range of $100 million
annually in 2012 and 2013.

NFC's financial profile continues to improve as it shifts retail
financing to GE Capital under an agreement signed in 2010.  The
agreement reduces NFC's funding and capital needs while allowing
NAV to offer financing to its retail customers, including a
greater share of fleet customers than NFC could provide on its
own.  The agreement is in place for three years and includes
automatic annual extensions.  It can be terminated early by either
party with a one-year advance notice.  NFC continues to provide
wholesale floorplan financing to its dealers.

Asset quality performance has shown improvement from previous
years. As the retail portfolio continues to wind down,
provisioning volatility has declined as NFC focuses on financing a
low risk wholesale portfolio.  The wholesale portfolio has had
zero to minimal losses over the past 15 years.

NFC completed a significant refinancing within the fourth quarter
of 2011.  On Dec. 2, 2011, NFC successfully refinanced its bank
credit facility with a five-year revolving credit line and term
loan.  The bank credit facility in place at Oct. 31, 2011, was
scheduled to mature in December 2012. The lengthening of its bank
facility reduces any near-term liquidity concerns.

NFC's capitalization, in conjunction with the financial profile of
NAV, is consistent with that of similarly rated peers.  Fitch
expects capitalization levels to continue to improve with the run-
off of the retail portfolio and stay well below the historical
range.

NFC represents the majority of the Financial Services segment
which also includes finance operations in Mexico and other small
finance businesses.  NFC and the remainder of the Financial
Services business remain an important part of NAV's business model
by funding its dealer network and enhancing NAV's ability to sell
trucks.  Financial Services' profitability improved in 2011 due to
declines in provisions for credit losses and lower employee
expenses as GE gradually assumes retail financing from NFC. As a
result of the transition, segment profit is expected to decline
from $129 million in 2011 to more normal levels of $60 million-$70
million in 2012 as the retail portfolio shrinks.

Fitch's ratings cover approximately $2.1 billion of debt at NAV,
including unamortized discount, and $2.9 billion of outstanding
debt at Financial Services, the majority of which is at (NFC), as
of Oct. 31, 2011.

The following ratings for NAV and NFC have been affirmed:

Navistar International Corporation

  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB';
  -- The County of Cook, Illinois recovery zone revenue facility
     bonds (Navistar International Corporation Project) series
     2010 at 'BB';
  -- Illinois Finance Authority (IFA) recovery zone revenue
     facility bonds (Navistar International Corporation Project)
     series 2010 at 'BB';
  -- Senior subordinated notes at 'B+'.

Navistar Financial Corporation

  -- IDR at 'BB'.

Fitch has assigned the following rating:
Navistar Financial Corporation

  -- Senior unsecured bank credit facilities at 'BB'.

Due to NFC's close operating relationship and importance to the
parent, its ratings are directly linked to those of the ultimate
parent.  .The relationship is governed by the Master Intercompany
Agreement, and there is a requirement referenced in the NFC credit
agreement requiring Navistar, Inc. and NAV to own 100% of NFC's
equity at all times.


NCOAT INC: Fine-Tunes Proposed Plan Documents
---------------------------------------------
nCoat, Inc., and its affiliates have filed a filed an amended
disclosure statement in support of its amended joint plan of
reorganization dated Jan. 9, 2012, with the U.S. Bankruptcy Court
for the Middle District of North Carolina.

The Plan of orderly liquidation contemplates the distribution of
the Net Sales Proceeds to pay all Allowed Administrative Expenses
incurred through the Effective Date, Allowed Priority Unsecured
Claims, and Allowed Secured Claims of the Debtors, with any
remaining Net Sales Proceeds to be divided equally between the
estates of the Debtors and, after payment of Allowed
Administrative Expenses incurred after the Effective Date,
distributed to unsecured creditors in each case in accordance with
the priorities established by the Bankruptcy Code.  The Debtors do
not anticipate that any excess funds will be available from the
subsidiary estates to pay claims of creditors of nCoat.  If
confirmed, a claims review process regarding Allowed Claims is
anticipated to take approximately 180 days after the Confirmation
Date.

The Debtor anticipates that the Net Sales Proceeds will be the
only funds available to satisfy costs of administration and, to
the extent possible, the claims of creditors of the Debtors.  Cash
on hand in the Debtors' estates as of the Petition Date, along
with any post-petition collections or recoveries of cash on hand,
funds on deposit, and accounts receivable have been expended post-
petition in payment of administrative expenses, including the
Debtors' payroll and payroll taxes, operating expenses, and
professional fees incurred to date.  The Debtors do not know of
any causes of action or claims which the Debtors could assert
against a third party on behalf of the subsidiary estates and do
not expect any recoveries pursuant to Bankruptcy Causes of Action
or other litigation.  However, the Committee has informed counsel
for the Debtor that it intends to further investigate potential
claims against insiders and third parties on behalf of nCoat which
could result in recoveries for the benefit of creditors of nCoat.
The Plan provides the opportunity for the Debtor and/or the
Committee to pursue the causes of action if warranted.

The estates of MCC and HPC have a claim against the estate of
nTech arising out of the transfer of the Intellectual Property
from MCC and HPC for no consideration in 2006 and 2007.  However,
the Plan provides for the waiver of the claims against nTech in
consideration for the allocation of the Sale Proceeds as between
the Debtors.

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

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

As reported in the Troubled Company Reporter on Oct. 28, 2011, the
Plan proposed by the Debtors contemplates the distribution of
the net sales proceeds ($671,184) to pay all allowed
administrative expenses incurred through the effective date,
allowed priority unsecured claims, and allowed secured claims
(which remain unpaid) of the Debtors, with any remaining net sales
proceeds to be divided equally between the estates of MCC, HPC and
nTech and, after payment of allowed administrative expenses
incurred after the Effective Date, distributed to unsecured
creditors in each case in accordance with the priorities
established by the Bankruptcy Code.

The Debtors expect that there may be funds remaining in the nTech
estate after the payment of all secured and unsecured creditors,
which would then be distributed to secured and unsecured creditors
of nCoat in accordance with the priorities established by the
Bankruptcy Code.  The Debtors do not anticipate that any excess
funds will be available from the estates of MCC and HPC to pay
claims of creditors of nCoat.

The Allowed Unsecured Claims of nCoat of $788 million (Class 17)
will be paid from the nCoat Available Cash (in full or pro rata
depending upon the amount of nCoat Available Cash) in one or more
distributions after the Effective Date upon the realization of
nCoat Available Cash, and after payment in full of Allowed
Administrative Expenses incurred by nCoat on or after the
Effective Date.

The Debtors has estimated that there will likely be no meaningful
distribution on Class 17 Allowed Unsecured Claims.

The existing equity interests (Class 18) will be extinguished and
no distributions will be made on account of such old equity
interests.

                         About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection on Aug. 16, 2010,
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represent the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on Aug. 16, 2010.

Julie B. Pape, Esq., and William B. Sullivan, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Winston-Salem, N.C., represent
the Official Committee of Unsecured Creditors.

On Sept. 28, 2010, the Bankruptcy Court approved the sale
substantially all of the Debtors' assets to Fort Ashford Funds,
LLC, subject to higher and better bids at an auction.  No bids
were received by the Debtors other than the initial bid of
Fort Ashford.  The sale closed on Oct. 1, 2010 (the "Sale Date").

After the Sale Date, the Debtors ceased all business operations,
paid all undisputed secured claims, assumed and assigned certain
executory contracts and unexpired leases to the designee of Fort
Ashford, and retained two employees to close the books and records
and wind up the business affairs of the Debtors.

The Debtors, prior to the Sale Date, specialized in nanotechnology
research, licensing, and the commercialization, distribution and
application of nano-structured as well as multiple non-nano
structured surface coatings.  The Debtors' specialized coatings
were used by the automotive, diesel engine, trucking, recreational
vehicle, motorcycle, aerospace and oil and gas industries for heat
management, corrosion resistance, friction reduction, bond
strength and appearance.


NEWPAGE CORP: Files Schedules of Assets and Liabilities
-------------------------------------------------------
NewPage Consolidated Paper Inc. filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

  Name of Schedule                    Assets        Liabilities
  ----------------                    ------        -----------
A. Real Property                      $6,011,404
B. Personal Property              $1,868,734,069
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $2,795,474,335
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $874,133,278
                                  --------------  ---------------
      TOTAL                       $1,874,745,473  $3,669,607,614

A copy of NewPage Consolidated's schedules is available for free
at http://bankrupt.com/misc/NEWPAGE_CORPORATION_sal.pdf

                      About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Court OKs Deloitte as Tax Services Provider
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NewPage Corporation and its affiliates to employ Deloitte Tax LLP
as their tax and accounting services provider.

Deloitte Tax will, among other things:

   (a) provide advisory services on federal, foreign, state and
       local tax matters on an as-requested basis;

   (b) advise the Debtors in their work with their counsel and
       financial advisors on the cash tax effects of restructuring
       and bankruptcy and the post-restructuring tax profile,
       including plan of reorganization tax costs;

   (c) advise the Debtors regarding the restructuring and
       bankruptcy emergence process from a tax perspective,
       including the tax work plan;

   (d) advise the Debtors on the cancellation of debt income for
       tax purposes under Internal Revenue Code Section 108; and

   (e) advise the Debtors as to the proper treatment of
       postpetition interest for state and federal income tax
       purposes.

The firm's hourly rates are:

    (i) Under the Tax Advisory Services Engagement Letter

          Partner/Director           $550
          Senior Manager             $470
          Manager                    $400
          Senior                     $330
          Staff                      $250

   (ii) Under the Bankruptcy Tax Consulting Engagement Letter

          National Partner/Principal/Director    $740
          Partner/Principal/Director             $630
          Senior Manager                         $550
          Manager                                $470
          Senior                                 $380
          Staff                                  $290

The Debtors will reimburse Deloitte Tax for reasonable expenses,
including travel, report production, delivery services, and other
expenses incurred in the course of fulfilling its duties as tax
and accounting services provider.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Committee Can Hire Moelis as Investment Banker
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of NewPage
Corporation, et al., to retain Moelis & Company as its investment
banker.

All of Meolis & Company's fees and reimbursement of expenses under
the Engagement Letter are approved pursuant to Section 328(a) of
the Bankruptcy Code; provided that the Court's approval of the
Restructuring Fee is on an "interim basis".

The Court entered the Debtors' form of order which properly
preserves parties' right to object on the ground of "improvidence"
pursuant to Section 328(a).

The Committee previously filed a motion for reconsideration of the
order denying its retention of Moelis & Company as investment
banker.

The Committee asserted, "The Court should reconsider the Orders
pursuant to Bankruptcy Rules 9023 and 9024 for two reasons.
First, the Orders, and in particular the Court's conclusion that
only approval of the Completion Fees at the end of the case is
appropriate, constitute clear legal error. Second, evidence not
available at the Nov. 9 Hearing has now become available --
specifically, the Committee is now able to present testimony that
(a) Moelis will not provide investment banking services to the
Committee, or expert testimony on behalf of the Committee, if (i)
Moelis's Completion Fee is not approved at this initial stage and
(ii) any of Moelis's fees are subject to section 330 review by any
party other than the Office of the United States Trustee at the
end of the case, and (b) the Committee will be hindered in the
performance of its fiduciary duties to unsecured creditors by the
loss of its professionals of choice."

NewPage Corp. objected to the committee's retention saying
unsecured creditors are "hopelessly out of the money" with any
prospect for recovery "beyond remote."

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORGATE METAL: Hearing on Chapter 15 Petition Set for Feb. 2
------------------------------------------------------------
Ernst & Young Inc., in its capacity as monitor and foreign
representative of Norgate Metal Inc., won provisional relief from
the U.S. Bankruptcy Court in Massachusetts with respect to its
petition for recognition of Norgate's restructuring proceedings in
Canada.

The U.S. Bankruptcy Court will hold a hearing on Feb. 2 on the
Chapter 15 petition.  Objections are due by Jan. 30.

Ernst & Young is seeking recognition of the proceedings filed
before the Quebec Superior Court (Commercial Division) under
Canada's Companies' Creditors Arrangement Act as a "foreign main"
proceeding under Chapter 15 of the U.S. Bankruptcy Code.

Norgate engages in the engineering, manufacturing and installation
of steel-based metal structures and related metal work products.
It employs roughly 80 people primarily at its principal place of
business and manufacturing facilities in the the city of La
Guadeloupe, in Quebec, Canada, and maintains administrative
offices in St. Georges, Quebec.  All of Norgate's administrative
and manufacturing operations are performed in Canada, and roughly
20% of its sales and installation business is performed in Canada.

Roughly 80% of Norgate's sales and installation business is
performed in the United States.  Its U.S. assets consist of
contracts for the manufacturing and installation of steel
structures at construction sites in New England.

Norgate has incurred some financial difficulties including having
to replace a subcontractor at a project located in New York state
with another subcontractor at a significantly increased rate,
which resulted in a loss of at least $2,450,000 for the Company.
Additionally, between January 2010 and April 2011 the price of
steel increased from roughly $120 per metric ton to $135 per
metric ton and the value of the Canadian currency compared to the
American currency increased from roughly $0.95 to roughly $1.

Ernst & Young pointed out that roughly 80% of Norgate's revenues
are from sales on the American market, which are paid in American
currency, while roughly 50% of its expenses are paid in Canadian
currency.  As such, the appreciation of the Canadian currency and
the corresponding depreciation of the American currency
significantly reduced Norgate's revenues, while at the same time
increasing its expenses.  The combined effects of the sharp
increase in the price of steel, the strength of the Canadian
currency and the corresponding depreciation of the American
currency have resulted in a loss of roughly $2,000,000 since
January 2011.

Ernst & Young also said in court papers that Norgate's obligations
under its construction contracts must often be guaranteed by a
bonding insurance company which guarantees the timely execution of
Norgate's obligations in favor of its client as well as the
payment of the labor and materials supplied to the project.

On June 22, 2011, La Garantie, Norgate's bonding insurer for its
American clients, informed the Company in writing that it would
not bond new projects -- although bonds remain in force on
existing projects -- pending the receipt of the latest audited
financial statements.  Despite its best efforts, Ernst & Young's
Norgate's current financial situation has made it difficult to
secure an alternative bonding company for projects in the United
States, which significantly hinders the Debtor's ability to bid on
new projects.

In light of the financial difficulties, Norgate is in the process
of restructuring its operations, and on Nov. 22, 2011, it filed a
petition for the Issuance of an Initial Order pursuant to the CCAA
with the Canadian Court.

Thereafter, on Nov. 23, 2011, the Canadian Court issued its
Initial Order, among other things, (a) authorizing the Debtor to
continue to carry on its business and financial affairs in a
manner consistent with the commercially reasonable preservation
thereof; ordering the Debtor to file with the Canadian Court and
submit to their creditors one or more plans of compromise or
arrangement under the CCAA; staying commencement or continuation
of actions against the Debtor and prohibiting any action or
execution against assets, rights or undertakings of the Debtor or
that would affect the Debtor's business operations and activities
during a defined period; appointing Ernst & Young as monitor;
declaring that the Monitor, with the consent of the Debtor, may
commence Chapter 15 proceedings in the United States.

The Initial Order has been extended through and including Feb. 9,
2012.  The Debtor has consented to the Chapter 15 filing.

Ernst & Young filed the Chapter 15 petition for Norgate Metal Inc.
(Bankr. D. Mass. Case No. 12-40016) on Jan. 4, 2012.  Judge Melvin
S. Hoffman presides over the case.  Stacey Metro, Esq., at Deily
Mooney & Glastetter LLP in Albany, New York, represents Ernst &
Young.    

Norgate's unaudited books and records, including but not limited
to interim financial statements for the 11-month period ending
Sept. 30, 2011, reflect that the vast majority of the Debtor's
hard assets are in Canada, and that the book value of the Canadian
assets is C$4,200,000 -- roughly $4,041,037.


NORTHAMPTON GENERATING: Creditors Meeting Continued until Feb. 8
----------------------------------------------------------------
The U.S. Bankruptcy Administrator for Western District of North
Carolina has continued until Feb. 8, 2012, at 2:00 p.m., the
meeting of creditors in the Chapter 11 cases of Northampton
Generating Company, L.P.  The meeting will be held at the U.S.
Bankruptcy Administrator's Office, 402 West Trade Street, Suite
205, Charlotte, North Carolina.

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

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

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

The U.S. Trustee was unable to appoint a committee because no one
was willing to serve.


NORTHERN BERKSHIRE: Files Modified Second Amended Plan and DS
-------------------------------------------------------------
Northern Berkshire Healthcare, Inc., et al., filed on Jan. 5,
2012, a Modified Second Amended Disclosure Statement to accompany
the Debtors' Modified Second Amended Plan of Reorganization.

Pursuant to Section 4.3 of the Plan, each of the Debtors, as
Reorganized Debtors, will continue to exist on and after the
Effective Date as a separate legal entity, with all the powers
available to such legal entity under applicable law and pursuant
to the applicable New Constituent Documents, and without prejudice
to any right to alter or terminate such existence (whether by
merger, sale, or otherwise) in accordance with such applicable
law.

Except for Class 5 - Other Priority Claims, all Classes of Claims
are Impaired under the Plan.  Class 5 is Unimpaired, and therefore
Holders are deemed to have accepted and are not entitled to vote
on the Plan.

If the Plan is confirmed by the Bankruptcy Court, the Holders of
Allowed Claims related to the MDFA and MHEFA Notes will
respectively receive, in full satisfaction and discharge of
their Claims, new bonds secured by beneficial interests in the New
MDFA Note, New MHEFA Note, and the ECF Notes (and, if NARH or NBH
affiliates with another healthcare institution under certain
conditions, the Affiliation Notes); the Holder of the Allowed VNA
Hoosac Bank Secured Claim will receive proceeds of the sale of the
VNA Building up to the Allowed amount of its Secured Claim; the
Holders of Allowed Other Secured Claims unrelated to the MDFA and
MHEFA Notes or the VNA Building will each receive, in full
satisfaction and discharge of their Claims, a New Note secured by
the same collateral or other collateral of like value except as
otherwise provided in the Plan; and the Holders of Allowed
PBGC Prepetition Claims, Allowed General Unsecured Claims, and the
Allowed VNA Hoosac Bank Deficiency Claim will receive, in full
satisfaction and discharge of their Claims, their Pro-Rata Share
of the Post-Effective Trust Interests conditioned on the
appropriate Classes voting to accept the Plan.  All distributions
under the Plan will be made on or as soon as practicable after the
Effective Date, except as otherwise provided in the Plan.

In addition, ACA has proposed the ACA Insurance Commutation, under
which Commuting Bondholders under the MDFA Note may receive up to
$5 million from ACA, over and above any recoveries to which
Commuting Bondholders would be entitled from the Reorganized
Debtors, which reduces the Allowed amount of the MDFA Note Claim
and the amount of New MDFA Bonds the Commuting Bondholders will
receive.

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

      http://bankrupt.com/misc/northernberkshire.doc438.pdf

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


OVERLAND STORAGE: Expects $15 Million Revenue for Q2 Fiscal 2012
----------------------------------------------------------------
Overland Storage announced preliminary financial results for its
fiscal 2012 second quarter ended Dec. 31, 2011.  Based on
preliminary financial results, the Company expects to exceed its
operating efficiency improvement guidance and meet its prior
expectations for second quarter revenue.

Based on preliminary financial results, the Company expects:

   * Second quarter revenue of approximately $15.0 million

   * A more than 5% sequential reduction in second quarter
     operating expenses

   * A more than 10% reduction in operating expenses for third
     quarter fiscal 2012 when compared to the first quarter

Overland reported during the second fiscal quarter that the
International Trade Commission action and district court action
against IBM and Dell had been resolved by settlement.  Overland's
infringement suit against BDT is ongoing, with an initial
determination date from the ITC scheduled to be released on
Jan. 26, 2012.  The company remains optimistic about the case and
is represented by DLA Piper LLP.

"We are pleased to announce that our preliminary revenue for the
second quarter is in line with expectations and our preliminary
and future operating expense improvements will exceed our
guidance," said Eric Kelly, President and CEO of Overland Storage.
"While we have seen an industry-wide increase in the price of disk
drives as a result of supply shortages caused by the devastating
flood in Thailand, we were able to procure adequate quantities
during the quarter to meet demand.  We continue to see strong
customer acceptance for our new SnapServer DX storage solution and
look forward to giving more detail in the coming months."

The financial results and operating information are preliminary
and subject to change.  Overland is in the process of finalizing
its financial results for its fiscal 2012 second quarter ended
Dec. 31, 2011, and the Company plans to report its final financial
results in February 2012.

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PARMALAT SPA: Italian Court Adds 9 Years to C. Tanzi's Sentence
---------------------------------------------------------------
A court in Parma, Italy, gave Parmalat S.p.A. founder Calisto
Tanzi an additional nine years and two months prison-term,
Agenzia Giornalistica Italia reported.

The additional sentence was handed down last month after a trial
involving Parmatour, Mr. Tanzi's tourism sector, which he
allegedly used to hide a pile of debt from investigators, the
report related.

Mr. Tanzi was jailed in Parma on May 5 last year after an Italian
court's definitive ruling in a market abuse case stemming from
the dairy company's collapse in 2003.

In the December 2011 ruling, the Parma court found Mr. Tanzi
guilty of fraudulent bankruptcy.  The Parma court also handed
sentences to these people involved in the case:

  -- Giuseppe Fioravanti, 8 years;
  -- Nicola Catelli, 7 years;
  -- Camillo Florini, 5 years and 8 months;
  -- Oreste Luciani, 5 years and 3 months;
  -- Pasquale Cavaterra, 5 years;
  -- Businessman Gianluca Vacchi, 3 years and 6 months; and
  -- Paolo Sciume, 2 years and 4 months.

The Parma Court ordered Parmalat and tourist agency affiliates to
pay a provisional EUR120 million while the prosecution gets
approximately 4% of the stock.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PARMALAT SPA: Italian Court Convicts Geronzi and Arpe for Fraud
---------------------------------------------------------------
Bankers Cesare Geronzi and Matteo Arpe were convicted by an
Italian court for fraudulent bankruptcy connected to their sale
of Ciappazzi, a water company, to Parmalat S.p.A., Bloomberg News
reported on Nov. 29, 2011.

The report said the Italian court sentenced Mr. Geronzi to five
years in prison and Mr. Arpe to three years and seven months.

Mr. Geronzi's lawyer, Ennio Amodio, said the ruling is
"profoundly unfair," Bloomberg quoted Radiocor news agency.  Both
of the bankers, the report said, have denied any wrongdoing.

In July 2008, a judge in a Parma court transferred the case
against Mr. Geronzi to Rome for jurisdictional reasons.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PARMALAT SPA: NJ Court Rejects Claim Against Citigroup
------------------------------------------------------
The New Jersey Appellate Division has affirmed a lower court's
decision rejecting Parmalat's claims against Citigroup for aiding
and abetting breach of fiduciary duty in connection with looting
that occurred at Parmalat prior to December 2003, Parmalat
related through a press release on December 23, 2011.

The Appellate Court has also affirmed the lower court's decision
to award Citi $364 million plus interest as a judgment on its
counterclaims against Parmalat.  The aware has grown to more than
$431 million, including interest, BankruptcyLaw360 said.
Pursuant to previous rulings of the U.S. Bankruptcy Court, the
award must be presented to the Bankruptcy Court in Parma, Italy
for review.  If admitted, payment should be made in Parmalat
shares, approx 7% of the amount awarded, subject to the recovery
ratios applied to claims under the Parmalat "concordato."

Citigroup's Italian unit commented in an e-mailed statement,
saying, "This decision represents the latest in a series of 21
Parmalat court rulings in the United States and in Italy, all in
favor of Citi."

Parmalat is exploring its options for a further appeal, the
company statement said.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PROVISION HOLDING: Incurs $665,000 Net Loss in March 31 Quarter
---------------------------------------------------------------
Provision Holding, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $665,520 on $63,056 of revenue for the three months
ended March 31, 2011, compared with a net loss of $1.66 million on
$8,446 of revenue for the same period a year ago.

For the nine months ended March 31, 2011, the Company reported a
net loss of $1.99 million on $285,555 of revenue, compared with a
net loss of $3.78 million on $143,905 of revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$1.16 million in total assets, $6.06 million in total liabilities
and a $4.89 million total stockholders' deficit.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about Provision Holding, Inc.'s ability to
continue as a going concern, following the Company's fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has incurred significant losses in 2010 and 2009 and has
negative working capital of $4.3 million.

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

                        http://is.gd/1sr8vC

                      About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays focused at grabbing
and holding consumer attention particularly and initially in the
advertising and product merchandising markets.


PURE BEAUTY: Wants Until May 1 to Propose Chapter 11 Plan
---------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file and solicit acceptances for the proposed
Chapter 11 Plan until May 1, 2012, and June 28, 2012,
respectively.

The Debtors' exclusive filing period will expire on Feb. 1, and
their exclusive solicitation period will expire on March 30.

According to the Debtors, the initial exclusive periods afforded
by the Court have not afforded the Debtors with sufficient time to
both conduct the sale process and reconcile the issues that have
arisen in conjunction with the negotiation of the sale and their
obligations under the APA and the contemplated sale order.

The Debtors set a Jan. 19 hearing at 2:00 p.m., on their requested
exclusivity extensions.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


PURE BEAUTY: Wants Lease Decision Period Extended Until May 1
-------------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
May 1, 2012, the deadline to assume or reject unexpired leases of
nonresidential real property.

The Debtors' lease decision period will expire on Feb. 1, 2012.

The Debtors relate that the Court approved on Nov. 23, 2011, the
bidding and sale process.  Pursuant to the asset purchase
agreement entered among the Debtors, Regis Corporation, and the
assignee, the purchaser agreed to acquire substantially all of the
Debtors' assets for an aggregate consideration of $18 million
(plus the assumption of certain liabilities estimated to be worth
$3.5 million), subject to adjustment to be made through the date
of closing.

In this relation, the proposed purchaser will have the right to
modify the list of assigned and designated contracts until the
closing of the sale, for a period of 90 days, subject to the time
limits established under Section 365(d)(4) of the Bankruptcy Code.

The Court will consider the sale of the assets to Regis
Corporation or the winning bidder at a hearing scheduled for
Jan. 19, at 2:00 p.m.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


RESORTS DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Resorts Development Group II, LLC
          dba Country Crossing
              Center Stage
        300 Country Crossing Parkway
        Cottonwood, AL 36320

Bankruptcy Case No.: 12-30054

Chapter 11 Petition Date: January 9, 2012

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Frederick M. Garfield, Esq.
                  GARFIELD LAW FIRM, LLC
                  1330 21st Way S., Suite G-10
                  Birmingham, AL 35205
                  Tel: (205) 558-4999
                  Fax: (205) 558-4997
                  E-mail: dianavest@gmail.com

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

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

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

The petition was signed by Trish Don Francesco, director/manager.


ROBB & STUCKY: Settlement and Release Deal with BofA Gets Final OK
------------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida approved, on a final basis, settlement
and release agreement between Robb & Stucky Limited LLLP, and Bank
of America, N.A.

Pursuant to the settlement and release agreement dated Nov. 9,
2011, among other things:

   -- all claims in favor of lender are finally allowed as fully
   secured claims in the Chapter 11 case;

   -- the lender has fully and finally satisfied all of its
   obligations in respect of the Unwind Expense Commitment, the
   Official Committee of Unsecured Creditors will continue to be
   entitled to notice and the opportunity to object to the
   reasonableness of legal fees and expenses incurred by lender;
   and

   -- the agreement will inure to the benefit of the respective
   representatives, successors and assigns of each party and,
   except as may be expressly agreed by lender in its discretion,
   will not be amended or altered by the dismissal of the Chapter
   11 case or any Chapter 11 plan of reorganization or liquidation
   proposed by the Debtor or confirmed by the Court.

In a hearing held Jan. 11, 2012, the Court has continued until
March 16, 2012, at 9:30 a.m., the hearing to consider the request
to dismiss or convert the Debtor's case, and approve of the
settlement agreement among the Debtor, the Collier Lenders, and
the Official Committee of Unsecured Creditors.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky --
operated a chain of 24 retail stores offering "high-end home
furnishings" in five states.

Robb & Stucky filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.  Paul S. Singerman,
Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the
Debtor's bankruptcy counsel.  FTI Consulting, Inc., is the
Debtor's advisor and Kevin Regan is the Debtor's chief
restructuring officer.  Bayshore Partners, LLC, is the Debtor's
investment banker.  AlixPartners, LLP, serves as the Debtor's
communications consultants.  Epiq Bankruptcy Solutions, LLC,
serves as the Debtor's claims and notice agent.  In its schedules,
the Debtor disclosed $77,705,081 in assets and $91,859,125 in
liabilities as of the Chapter 11 filing.

Donald F. Walton, U.S. Trustee for Region 21, appointed the
Official Committee of Unsecured Creditors in the Debtor's case.
The Committee tapped Cooley LLP as its lead counsel; Broad and
Cassel as its local bankruptcy counsel; and BDO USA LLP as its
financial advisor.


SEARS HOLDINGS: Suffers Setback as Large Lender Balks
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that struggling Sears
Holdings Corp. suffered another setback when a large lender said
it would no longer finance loans to suppliers awaiting payment
from the company.

                       About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                        Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SINO-FOREST CORP: Noteholders Waive Default Under Senior Notes
--------------------------------------------------------------
Sino-Forest Corporation disclosed that holders of a majority in
principal amount of its Senior Notes due 2014 and its Senior Notes
due 2017 have agreed to waive the default arising from the
Company's failure to release its 2011 third quarter financial
results on a timely basis.  The Company also announced the terms
under which its noteholders agreed to waive the default.

As disclosed in the Company's Dec. 18, 2011 press release, Sino-
Forest received written notices of default dated Dec. 16, 2011 in
respect of its two series of Senior Notes.  The notices referenced
the Company's previously disclosed failure to release the Q3
Results on a timely basis.  The Company's breach of the Senior
Note Indentures relating to the Q3 Results could be waived for a
series of Senior Notes by the holders of at least a majority in
principal amount of that series.

Following extensive discussions with an ad hoc committee of
noteholders, holders of a majority in principal amount of the
Company's two series of Senior Notes agreed to waive the default.
The material terms of the waiver agreements are described below.

                   Payment of Interest on Notes

Pursuant to the waiver agreements, the Company has agreed to make
the US$9.775 million interest payment on its 2016 Convertible
Notes that was due on Dec. 15, 2011.  The Company also has agreed
to continue to pay when due interest on the Convertible Notes due
2013 and 2016 and on the Senior Notes due 2014 and 2017.

The Company has agreed to pay a waiver fee of 1% of the principal
amount to all holders of the Senior Notes due 2014 and 2017. The
aggregate waiver fee to be paid is US$9,991,870.  In addition, the
Company has agreed to pay the fees of the advisors to the Ad Hoc
Noteholders.  Goodmans LLP and Hogan Lovells LLP are acting as
legal advisors to the Ad Hoc Noteholders.

                 Release of Q3 Financial Results

Sino-Forest has agreed to use its reasonable best efforts to
address outstanding issues noted in its press release dated
Dec. 12, 2011 in order to file its Q3 Results.

            Ontario Securities Commission Cease Trade Order

On Aug. 26, 2011, the Ontario Securities Commission issued a
temporary cease trade order against the Company and others. On
Sept. 8, 2011, the Company consented to an extension of the cease
trade order against the Company to Jan. 25, 2012.  The Company has
agreed to a further extension of the cease trade order, and there
are ongoing discussions between the Company and staff of the
Ontario Securities Commission with respect to the term of any
extension.  In the waiver agreements, the Company has agreed to
file an application to lift the cease trade order as soon as
practicable.

                   Maintenance of Cash Balances

The Company has agreed that it and its subsidiaries will maintain
in aggregate a minimum cash balance inside the People's Republic
of China (excluding Hong Kong) of US$165 million and a minimum
cash balance outside of the People's Republic of China (including
Hong Kong) of US$140 million.  The Company also has agreed to take
steps to manage liquidity and to monetize assets for the repayment
of the Company's indebtedness.

                             Strategic Plan

The Company has agreed to provide a strategic plan to the Ad Hoc
Committee Advisors on or before March 31, 2012, and to keep them
informed of the progress of this effort.  The strategic plan will
include an indicative timeline for any sale process, capital or
equity process and will address to the extent practicable such
other steps that are necessary to maximize value in respect of the
Company's assets.

                             Governance

The Company also has agreed that the constitution and size of, and
governance matters related to, the Board of Directors of the
Company and any committees, including the Strategic Restructuring
Committee of the Board of Directors, will be satisfactory to the
Ad Hoc Committee Advisors, on behalf of the Ad Hoc Noteholders, by
no later than March 31, 2012.  Thereafter, any governance changes
must be satisfactory to the Ad Hoc Committee Advisors on behalf of
the Ad Hoc Noteholders.  Sino-Forest has agreed that there shall
be no appointment of any new members to the Board of Directors,
senior officers or any chief restructuring officer unless such
appointment is on terms satisfactory to the Ad Hoc Committee
Advisors on behalf of the Ad Hoc Noteholders.

                      Access to Information

To the extent permitted by law and the terms of any contractual
confidentiality obligations, the Company has agreed to provide the
Ad Hoc Committee Advisors with access to the Company's premises,
assets, accounts, books and records, and to make advisors to the
Company and appropriate officers of the Company with relevant
information available for discussions with these advisors.  The Ad
Hoc Committee Advisors have executed confidentiality agreements
with the Company.  The waiver agreements contemplate that the Ad
Hoc Noteholders also may receive confidential information upon
execution of confidentiality agreements in a form acceptable to
the Company.

The Company has also agreed to keep the Ad Hoc Committee Advisors
reasonably informed regarding any material discussions with any
party with respect to any material transactions concerning the
Company. Where deemed appropriate by the Company, the Company also
will provide the Ad Hoc Noteholders or the Ad Hoc Committee
Advisors with an opportunity to participate in such discussions.

               Restrictions on Material Transactions

The waiver agreements also contain restrictions on the Company's
ability to enter into material transactions, sell all or
substantially all of its assets, and to enter into transactions
outside of the ordinary course of business.

The Company has agreed not to make or pay any dividend, charge,
fee or other distribution to its shareholders or subsidiaries. The
Company has agreed to restrictions on the additional indebtedness
it may incur.

             Final Report of the Independent Committee

The Company has agreed that the Independent Committee of the Board
of Directors will deliver its final report and that such report
will be made public by Jan. 31, 2012. Thereafter, any residual
matters or issues identified in the final report or earlier
reports of the Independent Committee shall be addressed by the
Company and its advisors in consultation with the Ad Hoc Committee
Advisors.

The Company believes that any residual matters or issues
identified by the Independent Committee are best and more
efficiently addressed by the Audit Committee or the Special
Restructuring Committee, working in consultation with the Ad Hoc
Committee Advisors.

               Conditions to and Termination of Waiver

The waiver will terminate on the earlier of April 30, 2012 and any
earlier termination of the waiver agreements in accordance with
their terms, unless extended by the parties.  The waiver
agreements contain covenants (many of which have to be satisfied
by March 31, 2012), the breach of which would entitle the Ad Hoc
Noteholders to terminate the waiver upon 30 days notice to the
Company.  In addition, the waivers will immediately terminate upon
the Company or any of its subsidiaries becoming subject to certain
insolvency, receivership or bankruptcy proceeding without the
prior written consent of holders of a majority of the principal
amount of the series of notes to which the waiver relates.

                       About Sino-Forest

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited , a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.


SOUTH GATE: S&P Lowers Rating on Certificates to 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating 'BB+' from
'A' on South Gate, Calif.'s 2002A and 2002B certificates of
participation (COPs) outstanding. The rating change reflects
Standard & Poor's withdrawal of its rating on California's motor
vehicle license fee (MVLF) program, including the city's series
2002A and 2002B COPs; in addition, the rating change reflects the
creditworthiness of the city's lease payments supporting its COPs.

At the same time Standard & Poor's affirmed its 'BB+' long-term
rating and underlying rating (SPUR) on South Gate, Calif.'s
pension obligation bonds (POBs). The outlook on all ratings is
stable.

"The 'BB+' rating reflects our view that the city's financial
position will likely improve according to management's projection,
said Standard & Poor's credit analyst Jennifer Hansen. "It also
takes into account our expectation that the city will maintain a
positive general fund balance despite recent budget challenges and
projections of future general fund drawdowns. Should the city be
able to maintain reserves at levels we consider to be adequate, we
could raise the rating in the two-year outlook timeline.
Conversely, should reserves again fall to negative balances, we
could lower the rating," added Ms. Hansen.

Previously, the MVLF program rating reflected the city's election
to include the series 2002A and 2002B COPs in this program at the
time of issuance. The California Senate recently enacted SB89,
which eliminated direct state payment of MVLF revenue as general
purpose revenue to local governments in the fiscal 2012 budget.
The bill redirected MVLF revenue to provide public safety grants.


SUMMIT MATERIALS: Moody's Rates $220MM Sr. Sec. Notes at 'B3'
-------------------------------------------------------------
Moody's assigned B1 ratings to Summit Materials' proposed $550
million senior secured credit facilities, consisting of $150
million revolving credit facility due 2017 and $400 million term
loan B facility due 2019, and a B3 rating to the proposed $220
million senior unsecured notes due 2020. The probability of
default rating was raised to B2 from B3, and the corporate family
rating was affirmed at B2. The rating outlook is stable. The
ratings for the existing debt instruments will be withdrawn once
repaid.

The company is refinancing its existing $475 million senior
secured credit facilities with new senior secured credit
facilities and senior unsecured notes totaling $770 million,
including the largely undrawn $150 million revolver. The
transaction will extend the company's debt maturity profile, and
increase available liquidity. Aside from the refinancing, the
proceeds of the transaction are expected to be used to fund future
acquisitions. The upgrade of the probability of default rating to
B2 from B3 results from the introduction of senior unsecured debt
in the company's capital structure versus its previous all bank
debt structure, and a resultant adjustment to Moody's assumptions
about likely corporate family recovery ratings.

The following rating actions were taken:

  $400 million senior secured term loan B due 2019, assigned B1,
  LGD-3, 40%

  $150 million senior secured revolving credit facility due 2017,
  assigned B1, LGD-3, 40%

  $220 million senior unsecured notes due 2012, assigned B3,
  LGD-5, 76%

The following rating actions were raised:

  Probability of default rating, raised to B2 from B3

The following ratings were affirmed:

  Corporate family rating, affirmed B2

Ratings Rationale

The B2 corporate family rating balances Summit's small (albeit
growing) scale, limited geographic diversity, and prospective
acquisition, integration, and execution risks against the
company's experienced management team, reasonable credit metrics,
and equity support for acquisitions from its majority owner,
Blackstone. The company's acquisition driven growth strategy
presents a range of credit risks in the near term, including
potential changes in the balance of its capital structure, and
integration and execution risks. However, over a longer time
horizon, if well executed, the plan will help the company build
scale and improve its risk profile. The upgrade of the B2
probability of default rating reflects the change in the capital
structure.

The stable outlook benefits from improved scale and geographic
diversification that results from a spate of recent acquisitions,
partially offsetting increased debt. The stable outlook presumes
that the company will maintain its relatively modest financial
leverage profile even as it seeks further acquisition-driven
growth by focusing on reasonably priced acquisition opportunities
and funding a portion of the acquisitions with equity provided by
its majority owner. The stable outlook also anticipates that
management will prove able to efficiently integrate and operate
newly acquired properties.

If the company succeeds in building scale, successfully integrates
acquisitions, and maintains healthy organic ("same-store")
operating performance, modest financial leverage characteristics,
and generates free cash flow, the rating could be upgraded.

If the company fails to maintain its currently modest pro-forma
financial leverage profile as it pursues acquisitions, or its
organic operating performance declines sharply due to economic
weakness or management missteps, the rating could be lowered.

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

Summit Materials Companies I, LLC is a building materials company
primarily operating in Kentucky, Kansas, Utah, Missouri and Texas.
It is owned by the Blackstone Group, Silverhawk Capital Partners,
and senior management (small minority). The owners intend to use
the company as an acquisition / roll-up vehicle in the building
materials space, focusing on aggregates, ready mix concrete,
asphalt and cement. Blackstone ($750 million), Silverhawk ($35
million) and senior management ($5 million) have earmarked,
subject to investment committee approval, up to $785 million of
equity to facilitate future acquisitions. To date, the equity
sponsors have allocated approximately $450 million of common
equity to facilitate 12 acquisitions.


TEAM NATION: Company Name Changed to "Imperial Americas"
--------------------------------------------------------
Team Nation Holdings, Corp., on Jan. 5, 2012, had the majority
controlling interest changed to the control of Emperial Americas,
through the purchase of four sets of Series A Preferred Shares by
Victory Partners, LLC.  In a private sale, the four main holders
of 60 Series A Preferred Shares, being Dennis R. Duffy (15
preferred shares) Janet Okerlund (15 preferred shares), Daniel
Duffy (15 preferred shares) and Norman Francis (15 preferred
shares).  Additionally, Victory Partners received the rights to 1
billion common shares held by the same four individuals in the
amount of 250 million shares each.  Those shares were purchased by
Victory Partners, and thus controlling interest of the Company was
passed while simultaneously, a share exchange agreement was
entered into for simultaneous exchange of such preferred shares
with Victory Partners, for a sum of $475,000 to be owed to Victory
Partners from the Emperial Americas.  Additionally Victory
Partners negotiated the purchase and assignment of some $720,000
in debt owed to the four parties previously due from Team Nation
Holdings, Corp.

At the time of the agreement, the following private entities were
diverged from the entity upon the acquisition of Emperial Americas
interest into the Corporation on January 5, 2012.  The following
entities were:

   Real Estate Services Holding, Inc. a California Corporation
   Team Nation Holding Corporation, a California Corporation
   Team Title, Inc. a Delaware Corporation
   Escrow Nation, Inc. a California Corporation
   TSS Escrow, Inc. a California Corporation

On Jan. 5, 2012, the Board of Directors executed resolutions
whereby the name of the Corporation was changed to Emperial
Americas, Inc., and the address of the Corporation was to be made
at Emperial Americas, Inc., located at Sarasota Courthouse Center,
1990 Main Street, Suite 150, Sarasota, Florida 34236.

Emperial Americas and Victory Partners were indemnified against
all claimants for any debt to which there may exist from Team
Nation Operations by the selling shareholders of their preferred
shares.

On Jan. 5, 2012, the Board of Directors appointed Alonzo Pierce as
director of the Corporation.  On that same date, the Corporation
received the resignations of Janis Okerlund as President and
director, Norman J. Francis as Executive Vice President and
director, Dennis R. Duffy, as the Chief Executive Officer and
director, and Daniel Duffy, as Executive Vice President, Chief
Financial Officer.  There were no disputes with any of these
parties, as their departure was as per agreement for the stock
purchase of their preferred and common shares.

On Jan. 5, 2012, the Majority Shareholder of the Corporation,
being Victory Partners, LLC, approved and voted for the
appointment of Alonzo Pierce as Chief Executive Officer, President
and Director of the Company.  As well Mr. Bruce Klein was
appointed to be Corporate Secretary, Chief Operating Officer and
Director, Mr. Joel Contreras, was appointed to the Board of
Directors, while Mr. Todd Waggoner was appointed Treasurer and
Chief Financial Officer.

The current Executive officers and Directors of Company are:

   Name               Position
   ----               --------
   Alonzo Pierce      Chief Executive Officer, and Director

   Bruce Klein        Chief Operating Officer, Secretary and
                      Director (Chairman)

   Todd Waggoner      Chief Financial Officer and Treasurer

   Joel Contreras     Director

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

                        http://is.gd/ZD6Zn4

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company reported net income of $323,051 on $1.08 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with net income of $375,694 on $1.25 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5.57 million in total liabilities,
and a $2.52 million total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


TMP DIRECTIONAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
A copy of TMP Directional Marketing, LLC, filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

  Name of Schedule                    Assets        Liabilities
  ----------------                    ------        -----------
A. Real Property                          $0
B. Personal Property                      $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                            $0
E. Creditors Holding
   Unsecured Priority
   Claims                                               $89,239
F. Creditors Holding
   Unsecured Non-priority
   Claims                                          $120,743,605
                                ------------       ------------
      TOTAL                      $33,058,884       $120,832,845

A copy of TMP Directional Marketing's schedules is available for
free at http://bankrupt.com/misc/TMP_DIRECTIONAL_sal.pdf

                  About TMP Directional Marketing

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy (Bankr. D. Del. Case No. 11-13835) with plans to
liquidate its remaining assets according to a prepackaged plan.
TMP specialized in placing ads in the yellow pages of local
telephone books. Before ceasing substantially all of operations in
early April 2011, TMP was one of the leading providers of directed
search marketing in the United States, employing nearly 400 people
in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting $112
million in claims, formed an ad hoc committee to negotiate the
Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.

TMP's petition disclosed assets of $65.3 million, with debt
totaling $134.8 million.  Among the debt, $132.9 million is
unsecured.  James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TOWN CENTER: Hearing on Plan Exclusivity Halt Set for Jan. 25
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Jan. 25, 2012, at 10:00 a.m., to
consider motion to terminate Town Center At Doral, L.L.C., et
al.'s exclusive period to propose a Chapter 11 Plan.

Interested party Landmark at Doral Community Development District
has requested that the Court terminate the Debtor's exclusivity
period.  The District asks that the Court put all parties in the
case on an equal footing by allowing competing plans to be filed
within a reasonable time of the Debtors' filing of their initial
plan, so as to expose the Debtors' property to the market and
maximize.

According to the District, the Debtor's Plan is designed to
transfer the single asset of these Debtors to a third party, at
the expense of the creditors, without testing the market by any
competitive process.

                      About Town Center

Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at
Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral
Developers LLC, companies associated with the aborted Landmark at
Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost
three years after AmTrust Bank sought to foreclose on the project.
Town Center at Doral LLC posted assets of $29,297,300 and
liabilities of $166,133,171.  Isaac Kodsi signed the petitions as
vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP
in Miami, serves as counsel to the Debtors.

Glenn Moses, Esq., at Genovese Joblove & Battista, represents the
official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TELIPHONE CORP: George Metrakos Resigns from Board
--------------------------------------------------
George Metrakos resigned as a member of the Board of Directors of
Teliphone Corp on Jan. 11, 2012.  There was no known disagreement
with Mr. Metrakos on any matter relating to the Company's
operations, policies or practices.

                       About Teliphone Corp.

Montreal, Canada-based Teliphone Corp. (OTCQB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform.

The Company's balance sheet at June 30, 2011, showed US$2.85
million in total assets, US$986,359 in total liabilities and
US$1.87 million total stockholders' equity.

As reported in the Troubled Company Reporter on Jan. 5, 2011,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2010.  The
independent auditors noted that the Company has sustained
operating losses and significant working capital deficits in the
past few years.


THERMOENERGY CORP: Enters Into Warrants Amendments with Investors
-----------------------------------------------------------------
ThermoEnergy Corporation, on Jan. 10, 2012, entered into separate
Warrant Amendment Agreements with each of Ron Craft, Jack and Mary
Garson, Francis Howard, Patrick and Zoe Lynch, Niamh O'Reilly, and
Bruce M. Robinson who had, on that date, acquired from five funds
affiliated with Security Investors, LLC, warrants for the purchase
of an aggregate of 5,633,344 shares of the Company's Common Stock.

Pursuant to the Agreements, the Company agreed to amend the
Warrants to change the exercise prices of the Warrants from $0.30
per share to $0.095 per share and the Investors agreed to exercise
all of the Warrants immediately for cash.

The shares of the Company's Common Stock issuable upon exercise of
the Warrants have been registered for re-sale to the public
pursuant to an effective registration statement on Form S-1 filed
under the Securities Act of 1933.  In the Warrant Amendment
Agreement, the Company agreed to prepare and file with the
Securities and Exchange Commission an amendment or supplement to
the prospectus constituting part of the Registration Statements to
identify the Investors as selling stockholders of those shares.
The Company also agreed to prepare and file with the Commission
any amendments to the Registration Statement and supplements to
the Prospectus as may be necessary to keep the Registration
Statement continuously effective and in compliance with the
provisions of the Securities Act applicable thereto so as to
permit the Prospectus to be current and useable by the Investors
for re-sales of those shares until such date as all shares covered
by the Registration Statement have been sold.

The shares of the Company's Common Stock were issued to the
Investors in a transaction not involving a public offering and
without registration under the Securities Act in reliance on the
exemption from registration provided by Section 4(2) of such Act.
For its services in connection with these transactions, the
Company paid Dawson James Securities, Inc., a registered broker-
dealer, a fee of $37,462.

The Company intends to use the net proceeds from the exercise of
the Warrants for general working capital purposes.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.


THINES LLC: M&T Trust Has Until Today to Challenge Plan Outline
---------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist last week signed off on a
stipulation that grants Manufacturers and Traders Trust Company
until today, Jan. 16, to object or otherwise respond to Thines
LLC's Disclosure Statement.  A copy of the Stipulation, dated Jan.
11, 2012, is available at http://is.gd/H6Sfatfrom Leagle.com.

Thines LLC, based in Jessup, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-28872) on Sept. 20, 2011.
Judge Nancy V. Alquist presides over the request.  Marc Robert
Kivitz, Esq., in Baltimore, serves as the Debtor's counsel.  The
Debtor scheduled $1,960,289 in assets and $2,685,032 in debts.
The petition was signed by Tyrone Hines, managing member.

Creditor Manufacturers and Traders Trust Company is represented in
the case by:

          Michael C. Bolesta, Esq.
          GEBHARDT & SMITH LLP
          One South Street, Suite 2200
          Baltimore, MD 21202-3281
          Tel: 410-385-5071
          E-mail: mbole@gebsmith.com


TRIBUNE CO: Rival Groups Asked To Set Final Confirmation Date
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, during the Jan. 11 plan status hearing,
asked rival groups in Tribune Company's Chapter 11 case to work
out final scheduling details regarding confirmation of the Third
Amended Joint Plan of Reorganization backed by the Company and
the hedge funds.

Judge Carey said Tribune should face its final court fight over
its bankruptcy-exit plan in May this year, Steven Church of
Bloomberg News related.

Tribune said it will still face a "significant time lag" between
confirmation hearing in May and the ultimate effectiveness of the
Third Amended Plan as a result of the required waivers and
approvals from the Federal Communications Commission, according
to papers filed with the Court before the status hearing.

Several parties sought reconsideration of Judge Carey's
October 31, 2011 Confirmation Opinion.  The unresolved issues
relate to allocation disputes.  These issues are:

(1) Whether and to what extent the Article III Distributions must
   be adjusted to account for the fact that all or any portion
   of the consideration provided in respect of the Plan
   Settlement is or is not subject to the subordination
   provisions of the (i) PHONES Notes Indenture or (ii) the EGI-
   TRB LLC Note and corresponding subordination agreement;

(2) Whether and to what extent the priority of distributions from
   the Litigation Trust must be adjusted to account for the fact
   that all or any of the potential distributions from the
   Litigation Trust are or are not subject to the subordination
   provisions of the EGI-TRB Subordination Agreement;

(3) Whether and to what extent the priority of distributions from
   the Creditors' Trust must be adjusted to account for the fact
   that all or any of the potential distributions from the
   Creditors' Trust are or are not subject to the Subordination
   Provisions;

(4) Whether and to what extent the Article III Distributions or
   the priority of distributions from the Litigation Trust or
   Creditors' Trust must be adjusted to account for the fact
   that any category of Other Parent Claims does or does not
   constitute "Senior Indebtedness" pursuant to the PHONES
   Indenture or "Senior Obligations" pursuant to the EGI-TRB
   Subordination Agreement;

(5) Whether and to what extent beneficiaries of the Subordination
   Provisions are entitled to receive postpetition interest
   prior to the Holders of PHONES Notes Claims and EGI-TRB LLC
   Notes Claims receiving payment on account of their claims;

(6) Whether the PHONES Notes are senior in right of payment to
   the EGI-TRB LLC Note; and

(7) The allowed amount of the PHONES Notes Claims.

The Court previously directed the parties-in-interest to confer
again in an attempt to reach agreement on scheduling with respect
to allocation disputes and disclosure/confirmation with a view
towards a confirmation hearing to be held in mid- to late-May
2012.  To this end, the parties-in-interest held several
conference calls to resolve any outstanding disputes with respect
to scheduling.

          Status of Plan/Allocation Disputes Scheduling

Before the Jan. 11 status hearing, Tribune Co.; the Official
Committee of Unsecured Creditors; Oaktree Capital Management,
L.P.; Angelo, Gordon & Co., L.P. and JPMorgan Chase Bank, N.A.
and Aurelius Capital Management, LP, on behalf of itself and its
managed entities, apprised the Court of their progress towards an
agreement on scheduling with respect to the Allocation Disputes
and disclosure/confirmation of the DCL Plan.

The Debtors' counsel, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, related that the parties' meetings
have been productive, resulting in a schedule for the Allocation
Disputes agreed upon between the DCL Plan Proponents and the
Noteholders although several issues remain unresolved with other
parties to the Allocation Disputes.

The meetings have also resulted in the resolution of a
substantial number of disputes among the DCL Plan Proponents, the
Noteholders and other constituents regarding the confirmation
schedule, Mr. Conlan noted.  Unfortunately, he noted, two central
disputes remain with regard to confirmation scheduling, namely:

(1) The Noteholders' proposed schedule would delay consideration
   and approval of the Supplemental Disclosure Document for the
   Third Amended Plan for nearly three months, hoping that the
   Court will have decided the Allocation Disputes before
   disclosure materials are even disseminated to creditors.  In
   contrast, the DCL Plan Proponents propose that the Court
   consider the Supplemental Disclosure Document sooner in order
   to enable the process of soliciting votes on the Third
   Amended Plan to begin during the pendency of the Court's
   consideration of the Allocation Disputes.

(2) The DCL Plan Proponents' proposed schedule provides for
   confirmation discovery to commence shortly after the
   Supplemental Disclosure Document and Third Amended Plan are
   filed in February, in order that confirmation-related
   discovery can be completed by late April without risking
   potential delays to the confirmation briefing and hearing
   schedule on account of discovery-related disputes.  In
   contrast, the Senior Noteholders' proposed schedule would
   postpone all confirmation-related discovery until after the
   Court approves the Supplemental Disclosure Document,
   resulting in confirmation-related discovery continuing well
   into May and risking substantial delays of the confirmation
   hearing.

Consistent with a May 2012 confirmation hearing, the DCL Plan
Proponents revised their proposed schedule for the Plan
Solicitation and Confirmation:

  February 20, 2012            The DCL Plan Proponents will file
                               Amendments to the Supplemental
                               Disclosure Document, Allocation
                               Dispute Protocol and Solicitation
                               Procedures.

  March 2, 2012                Deadline to serve confirmation
                               discovery.

  March 5, 2012                Deadline to object to the
                               Supplemental Disclosure Document
                               and Solicitation Procedures
                               Motion.

  March 12, 2012               Reply Deadline for the
                               Supplemental Disclosure Statement
                               and Solicitation Procedures
                               Motion.

  March 19, 2012               Hearing on the Supplemental
                               Disclosure Statement and
                               Solicitation Procedures Motion.

  April 23, 2012               Completion of Confirmation
                               Discovery.

  April 23, 2012               Voting/Plan Objection Deadline.

  May 7, 2012                  Deadline to file briefs in
                               support of Confirmation/Plan
                               Objection Reply Deadline.

  May 14, 2012                 Confirmation Hearing.

The Plan Proponents also revised their schedule for the
Allocation Dispute Resolution:

  January 20, 2012             Deadline to Serve Discovery
                               Requests.

  January 31, 2012             Identification of Allocation
                               Dispute Positions, Trial
                               Witnesses and scope of Direct
                               Trial Testimony.

  February 17, 2012            Completion of Discovery.

  February 24, 2012            Opening Briefs Deadline.

  March 2, 2012                Response Briefs Deadline.

  March 5, 2012                Hearing on Allocation Disputes.

As an alternative, the DCL Plan Proponents proposed a schedule,
which reflects the DCL Plan Proponents' belief that confirming
the DCL Plan in early April 2012 is achievable and desirable to
the extent consistent with the Court's schedule.

A copy of the alternative proposed schedules for disclosure and
confirmation of the Plan and allocation dispute resolution is
available for free at:

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

By resolving questions as to the applicability of the PHONES
Notes' subordination provisions, the Reconsideration Opinion
considerably narrowed the scope of the Allocation Disputes and
their potential impact on creditor distributions, Mr. Conlan
asserted.  Assuming the Court was to resolve the EGI disputes in
the same manner as the PHONES disputes subject to the
Reconsideration Opinion, the DCL Plan Proponents believe that
remaining issues now impact just approximately $38 million or
less in plan distributions, he said.

Although this amount is a minuscule fraction of the total value
to be distributed under the Third Amended Plan, in the event the
Court is amenable to an early April confirmation hearing, the DCL
Plan Proponents are prepared to amend the Third Amended Plan to:
(a) condition the Effective Date of the Plan on the Court's entry
of an order resolving the remaining Allocation Disputes; and (b)
remove the Allocation Dispute Reserves, which would no longer be
necessary due to the pre-Effective Date resolution of the
Allocation Disputes.  This would eliminate the prejudice
previously claimed by the Noteholders while facilitating an
earlier commencement of the Debtors' multi-month FCC review and
approval process, Mr. Conlan said.

In another filing, counsel to Aurelius, Daniel H. Golden, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, insisted that
that the now Remaining Allocation Disputes should be resolved
prior to the commencement of the solicitation process regarding
the DCL Plan.  Aurelius also believes that its revised proposed
schedule provide sufficient time to accomplish this result while
at the same time allowing a confirmation hearing on the DCL Plan
to be held well within the timeframe contemplated by the Court in
its Reconsideration Decision.

Aurelius's revised proposed schedule for the resolution of the
Remaining Allocation Disputes and the confirmation process
relating to the DCL Plan is set forth:

                    Confirmation Schedule

  March 14, 2012               Deadline to File Amended
                               Supplemental Disclosure
                               Documents.

  March 21, 2012               Deadline to object to
                               Supplemental Disclosure
                               Statements.

  March 28, 2012               Deadline to file replies to the
                               Supplemental Disclosure
                               Statement.

  April 2, 2012                Hearing on Supplemental
                               Disclosure Statements.

  April 9, 2012                Deadline to serve confirmation
                               discovery requests.

  May 7, 2012                  Voting Deadline

  May 7, 2012                  Deadline to object to the DCL
                               Plan.

  May 16, 2012                 Completion of Confirmation
                               Discovery.

  May 16, 2012                 Deadline to file briefs in
                               support of confirmation and in
                               response to objections.

  May 21, 2012                 Confirmation Hearing.

             Allocation Dispute Resolution Schedule

  January 20, 2012             Deadline to serve discovery
                               requests.

  January 31, 2012             Identification of Allocation
                               Dispute positions and potential
                               trial witnesses.

  February 17, 2012            Completion of discovery.

  February 24, 2012            Opening briefs deadline.

  March 2, 2012                Response briefs deadline.

  March 5, 2012                Hearing on Allocation Disputes

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: WTC Appeals Bankr. Court's Denial of Plan
-----------------------------------------------------
Wilmington Trust Company, solely in its capacity as Indenture
Trustee for the PHONES, took an appeal to the U.S. District Court
for the District of Delaware from Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware's:

  * October 31, 2011 order denying confirmation of Competing
    Plans and accompanying opinion on confirmation; and

  * December 29, 2011 order regarding motions for
    reconsideration of the Confirmation Opinion and Order and
    the related memorandum on reconsideration.

WTC wants the District Court to review whether:

  (1) the Bankruptcy Court erred in reconsidering the
      Confirmation Opinion and granting reconsideration where
      the standard for reconsideration was not satisfied insofar
      as WTC simply disagreed with a prior decision and offered
      no new facts or law justifying reconsideration; and

  (2) the Bankruptcy Court erred in holding that the
      subordination provisions under the PHONES Indenture apply
      to recoveries of Chapter 5 of the Bankruptcy Code causes
      of action obtained by the Litigation Trust from third
      parties.

On behalf of WTC, William D. Sullivan, Esq., at Sullivan,
Hazeltine, Allinson LLC, in Wilmington, Delaware, avers that in
its Original Confirmation Opinion, the Bankruptcy Court properly
decided the scope of PHONES subordination.  The Bankruptcy Court
went on to hold that the PHONES Noteholders are subordinated only
with respect to payments from assets of the Company and not
payments from third parties, such as those available to creditors
from Chapter 5 causes of action brought by the Litigation Trust.

"That was the correct decision then, and it is the correct
decision now," Mr. Sullivan argues.  That decision should not
have been subject to reconsideration because no new facts nor any
new law was presented to the Bankruptcy Court in support of
reconsideration, but, even to the extent that the Bankruptcy
Court reconsidered the issue, it should have reached the same
decision, he continues.   In reversing itself, the Bankruptcy
Court erred, he insists.

Mr. Sullivan asserts that Wilmington Trust is entitled to appeal
as a matter of right under Section 158(a)(1) of Title 28 of the
U.S. Code as the Reconsideration Order and amended Confirmation
Opinion effectively and finally decided the merits of a key
issue, namely the rights of the PHONES Noteholders to
participate, on a pari passu and unsubordinated basis, in
recoveries from Chapter 5 causes of action obtained by the
Litigation Trust.   By now holding that the PHONES Noteholders
are subordinated with respect to the Litigation Trust's
recoveries from Chapter 5 causes of action, the Bankruptcy Court
finally determined the rights of PHONES Noteholders vis-a-vis
other creditors with respect to that issue, he stresses.

Nevertheless, Wilmington Trust filed this request out of an
abundance of caution in the event that the District Court
determines that the Reconsideration Order and Confirmation
Opinion, as amended, are interlocutory in nature, thereby
requiring leave to appeal under Rule 8003(a) of the Federal Rules
of Bankruptcy Procedure.

Mr. Sullivan filed an accompanying declaration appending copies
of the Confirmation Opinion and Order and the Reconsideration
Order and Memorandum.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Wins Approval of 57-11 49th Place Settlement
--------------------------------------------------------
Debtor InsertCo, Inc., sought and obtained permission from
Bankruptcy Judge Kevin Carey to enter into a settlement and
release agreement with 57-11 49th Place, LLC.

The Landlord and the Debtor with Shuttle Printing, Inc., were
parties to a lease for premises commonly known as 57-II 49th
Place, in New York.  The Lease was deemed rejected as of
August 31, 2009.  The Landlord timely filed its Lease Claim for
rejection damages in connection with rejection of the Lease as a
general unsecured claim for $1,065,897.  Shuttle, as a co-tenant
on the Lease, timely filed a contingent claim based on
indemnification arising in connection with rejection of the
Lease, on which Shuttle was also liable.

The Debtors have negotiated with the Landlord in an effort to
resolve with finality any and all claims that currently exist or
may in the future exist against InsertCo relating to the Lease
Claim and Lease and to reconcile the Parties' different
calculations of the damages arising from the rejection of the
Lease.  Shuttle has not substantively responded to the Debtors'
efforts to resolve the Lease Claim and the Indemnification Claim.

The Debtors insist that the compromise embodied in the Settlement
Agreement resolves one of the more substantial remaining lease
rejection-related claims pending against their estates.

The salient terms of the Settlement Agreement are:

  (a) The Landlord will be entitled under the Settlement
      Agreement to retain the Security Deposit it currently
      holds in the amount of $422,524 and to offset the amount
      against the Lease Claim.

  (b) The Lease Claim, originally asserted in the amount of
      $1,065,897 will be reduced and allowed as a general
      unsecured claim against InsertCo in the modified amount of
      $521,254 after taking into account the setoff of the
      Security Deposit, in full and final satisfaction of the
      Lease Claim.  The Allowed Claim will be satisfied in
      the same manner as all other general unsecured claims
      against the Debtor under the Chapter 11 plan that is
      confirmed for the Debtor.

  (c) The Allowed Claim, after taking into account the setoff of
      the Security Deposit, is the maximum amount permitted to
      be recovered by the Landlord pursuant to Section 502(b)(6)
      of the Bankruptcy Code in connection with any damages
      resulting from the rejection of the Lease. The Landlord
      agrees to waive and release any additional claims, if any,
      against the Debtors only arising out of or relating: to
      (i) the liabilities asserted in the Lease Claim and (ii)
      the Lease; provided that the Landlord is expressly
      reserving all rights, remedies, and claims it may have
      against Shuttle.  The Landlord further agrees not to file
      any additional proofs of claim against the Debtor for
      liabilities arising out of or relating to (a) the Lease
      Claim; or (b) the Lease.  In turn, the Debtor agrees to
      waive and release any set off and counterclaims that it
      may have against Landlord arising out of or relating to
      the subject matter of the Lease Claim except as set forth
      in the Settlement Agreement.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/Tribune_InsertcoSettlement.pdf

On behalf of the Debtors, Norman L. Pernick, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware,
told Judge Carey that no objections were timely filed to Debtor
InsertCo, Inc.'s motion to approve a settlement and release
agreement with 57-11 49th Place, LLC.  On consent of the parties,
however, the Objection Deadline was extended to January 4, 2012
for Shuttle Printing, Inc., a co-tenant with InsertCo under the
lease, and the reply deadline was extended to January 6, 2012 for
the Debtors.

Shuttle Printing raised an informal objection to the amount of
the security deposit held by the Landlord that was originally
paid by InsertCo and subject to setoff pursuant to the Agreement.

On January 5, 2012, InsertCo and the Landlord entered into an
Amendment to Settlement Agreement to reflect: (i) an adjustment
to the amount of the Security Deposit held by the Landlord that
was originally paid by InsertCo; and (ii) a related adjustment to
the amount of the Allowed Claim in order to take into account the
setoff of the Security Deposit originally paid by InsertCo.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: KPMG LLP Has 70% Reduction in Fees
----------------------------------------------
Scott Moresco, a partner at KPMG LLP, discloses that the majority
of fees to be charged in the firm's engagement by Tribune Co. and
its affiliates reflect a reduction of approximately 70% from the
firm's customary rates, depending on the types of services to be
rendered:

                                           Discounted
     Tax Consulting Services              Rate
     -----------------------              -----------
     Partners                                $680
     Senior Managers                         $630
     Managers                                $540
     Senior Associates                       $400
     Associates                              $245
     Para-professionals                      $155

Mr. Moresco states that in the normal course of its business,
KPMG revises its billing rates on October 1 of each year and
seeks that, effective October 1st of each year, those rates may
be revised to the regularly hourly rates, which will be in effect
at that time.  The rates set forth are the revised rates that
will be in effect as of October 1, 2011.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TUNICA-BILOXI: Moody's Lowers CFR to 'B3', Outlook Stable
---------------------------------------------------------
Moody's Investors Service lowered Tunica-Biloxi Gaming Authority's
Corporate Family Rating and Probability of Default Rating to B3
from B2. The rating outlook is stable.

The following ratings were downgraded:

  Corporate Family Rating -- to B3 from B2

  Probability of Default Rating -- to B3 from B2

  9% Sr. unsecured notes due 2015 -- to B3 (LGD4, 52%)
  from B2 (LGD 4, 52%)

Rating Rationale

The rating action reflects Moody's expectation TBGA's operating
performance will likely continue to be challenged by still weak
gaming demand in its primary feeder markets in Louisiana and
intensified competition focusing on promotional activities among
existing operators. Moody's now expects EBITDA will likely decline
again in FY 2011 after its initial drop in FY 2010, and margin and
revenues will be squeezed further once two new large casinos in
Baton Rouge and Lake Charles come online in 2012 and 2013, as
currently expected. Moody's believes these two newer casinos with
greater upfront investment, especially the one in Baton Rouge
owned by Pinnacle Entertainment Inc., will likely exert
significant competitive pressure on TBGA's existing operation, due
to its relatively shorter distance (approximately 80 miles away)
and more customer base overlapping. TBGA's adjusted leverage as
measured by debt/(EBITDA-Tribal Distribution) deteriorated to
around 7.5x as of October 2011 from 6.6x at year end 2010 as a
result of lower EBITDA and modestly increased tribal distribution.
As of twelve months ended October 2, 2011, the Authority
distributed more than 50% of its EBITDA to the Tribe, among the
highest of Moody's rated Native American gaming issuers. Given the
continuous negative earnings pressure and Moody's view that a
significant cutback in tribal distribution is unlikely, the
adjusted leverage will likely remain above 7.0x in the next 12-18
months, a level that no longer consistent with the previous B2
rating.

TBGA's B3 CFR also considers its small size, and dependence on a
single market with growing competition. The rating also reflects
Moody's view on the Authority's less conservative financial policy
with respect to its tribal distributions. Historically, the
Authority generally maximized the distribution as allowed under
the loan agreement and bond indenture. Positive rating
consideration is given to TBGA's established market position that
could partially mitigate the negative impact from new competition,
breakeven to slightly positive free cash flow generation and
improved debt maturity profile as a result of extension of its
revolving credit facility through December 2014.

The stable rating outlook reflects Moody's expectation that the
Authority's liquidity profile will be adequate in the next 12
months, such as free cash flow will not turn negative on a
sustained basis. However, the cushion under the financial
covenants per the credit agreement for the revolving credit
facility could become tight in FY 2012, and may require TBGA to
scale back on distributions, pay down its revolver balance or cut
back on capital expenditures to remain in compliance, should
EBITDA decline considerably.

TBGA's ratings could be downgraded if operating performance
deteriorates significantly to such extent that its adjusted total
leverage were to increase further or liquidity contracts
materially. Conversely, there is no near-term upside rating
momentum given the competitive headwinds over the next two years.
Overtime, however, consistent topline growth and earnings
improvement that lead to sustained reduction in adjusted total
leverage to below 6.0x, combined with more conservative financial
policy, could warrant higher rating or positive rating outlook.

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

TBGA is an unincorporated governmental agency of the Tunica-Biloxi
Tribe of Louisiana. TBGA owns and operates the Paragon Casino
Resort located in Marksville, Louisiana.


UNIVERSAL BIOENERGY: CEO Reports Plans to Hike Share Price
----------------------------------------------------------
Vince M. Guest, president and chief executive officer of Universal
Bioenergy, Inc., issued a letter to shareholders addressing some
critical issues and concerns of shareholders including the decline
in the Company's stock price, its volume, liquidity and the so-
called Depository Trust Company "Chill" on the Company's stock.

Mr. Guest pointed out that the primary reasons for the decline in
the price per share may be due to the late filing of the Company's
financial reports with the SEC last year, and a "Chill" imposed on
the Company's stock by the DTC.  Mr. Guest added that these issues
had a negative impact on the Company's ability to raise the
additional capital it needed from institutional investors for its
expansion, delayed its planned acquisitions and projected
profitability.

Mr. Guest said the Company made it a top priority to take some
very critical steps to increase the short and long term price of
the Company's stock.  The Company's plans to increase its share
price consist of several strategies including, among other things:

   (a) creating greater "Brand Awareness" and interest in the
       Company's Company in the public marketplace;

   (b) creating a greater demand for the Company's
       stock,increasing the Company's trading volume and
       liquidity;

   (c) building stronger business fundamentals, generate higher
       revenues and market capitalization value; and

   (d) continuing to reduce debt and improve future cash flow.

On July 27, 2011, the DTC Corporate Compliance Department notified
the Company's transfer agent Corporate Stock Transfer that the DTC
had imposed a "Chill" or minor deposit restriction/suspension on
Universal's stock on July 22, 2011, and the Company was removed
from the DWAC/FAST Program.  The DTC staff informed the Company
that some of their members known as "Participants", had noticed
large quantities of Universal's shares being deposited into their
brokerage firms all in the month of July, and this was a cause for
some concern.

On July 12, 2011, the Company issued a stock dividend to all
shareholders of record as of July 1, 2011.  Based on the Company's
discussions with the DTC, the "Chill" may have been caused by the
issuance of the stock dividend.  The DTC informed the Company that
they required verification and confirmation that the dividend
shares that were issued, were either properly registered with the
SEC, or exempt from registration under the Securities Act of 1933.

The Company is confident that once all of the required information
is submitted and reviewed by the DTC's compliance department, the
"Chill" will be lifted.

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

                        http://is.gd/mRJjT4

                    About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's
independent auditors, noted that the accumulation of losses and
shortage of capital raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $2.00 million on $41.32 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.87 million on $0 of revenue during the prior year.

The Company reported a net loss of $1.37 million on $49.90 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $955,284 on $20.35 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.02 million in total assets, $3.56 million in total liabilities,
and a $540,428 total stockholders' deficit.


WASHINGTON MUTUAL: Moves Forward in Bid to Exit Chapter 11
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Washington Mutual
Inc. moved a step closer to an exit from bankruptcy when a judge
rebuffed a bid to hold up confirmation proceedings for the
company's $7 billion Chapter 11 plan.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WORLD SURVEILLANCE: Amends 63.9 Million Common Shares Offering
--------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 relating to
the Registration Statement on Form S-8 which was filed with the
SEC on Oct. 5, 2011.  The Registration Statement registered
63,916,667 shares of the Company's common stock, par value
$0.00001 per share, under the Company's 2004 Employee Stock Option
Plan, certain Non-Qualified Stock Options, and the 2011 Equity
Compensation Incentive Plan.

The purpose of the Post-Effective Amendment No. 1 is to update the
Selling Shareholders table to reflect some specific restricted
stock grants that were made by Company under the 2011 Equity
Compensation Incentive Plan.  No additional securities are being
registered.

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

                        http://is.gd/U4cSPd

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company's balance sheet at June 30, 2011, showed $3.7 million
in total assets, $17.9 million in total liabilities, and a
stockholders' deficit of $14.2 million.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.


* Personal Bankruptcy Filings Down for First Time in Four Years
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Personal bankruptcy filings
declined in 2011 for the first time in four years, as economic
conditions marginally improved and consumers reined in spending,
Fitch Ratings said.


* 1.9 MM U.S. Properties Receive Foreclosure Filings in 2011
------------------------------------------------------------
RealtyTrac(R), the leading online marketplace for foreclosure
properties, released its Year-End 2011 U.S. Foreclosure Market
Report(TM), which shows a total of 2,698,967 foreclosure filings -
- default notices, scheduled auctions and bank repossessions --
were reported on 1,887,777 U.S. properties in 2011, a decrease of
34 % in total properties from 2010.  Foreclosure activity in 2011
was 33 % below the 2009 total and 19 % below the 2008 total.

The report also shows that 1.45 % of U.S. housing units (one in
69) had at least one foreclosure filing during the year, down from
2.23 % in 2010, 2.21 % in 2009, and 1.84 % in 2008.  Total U.S.
foreclosure activity and the U.S. foreclosure rate in 2011 were
both at their lowest annual level since 2007.

"Foreclosures were in full delay mode in 2011, resulting in a
dramatic drop in foreclosure activity for the year," said Brandon
Moore, chief executive officer of RealtyTrac.  "The lack of
clarity regarding many of the documentation and legal issues
plaguing the foreclosure industry means that we are continuing to
see a highly dysfunctional foreclosure process that is
inefficiently dealing with delinquent mortgages -- particularly in
states with a judicial foreclosure process.

"There were strong signs in the second half of 2011 that lenders
are finally beginning to push through some of the delayed
foreclosures in select local markets.  We expect that trend to
continue this year, boosting foreclosure activity for 2012 higher
than it was in 2011, though still below the peak of 2010."

December activity hits 49-month low, scheduled auctions up in
fourth quarter Foreclosure filings were reported on 205,024 U.S.
properties in December, a decrease of 9 % from the previous month
and down 20 % from December 2010. December's total was the lowest
monthly total since November 2007 -- a 49-month low.

December Default notices (NOD, LIS) decreased 19 % from the
previous month and were down 23 % from December 2010; Scheduled
foreclosure auctions (NTS, NFS) decreased 12 % from the previous
month and were down 24 % from December 2010; and bank
repossessions (REO) increased 10 % from the previous month but
were still down 12 % from December 2010.

Foreclosure filings were reported on 586,133 U.S. properties in
the fourth quarter, a 4 % decrease from the previous quarter and
down 27 % from the fourth quarter of 2010.  Fourth quarter default
notices were down 6 % from the previous quarter and down 22 % from
the fourth quarter of 2010; scheduled foreclosure auctions
increased 4 % from the previous quarter but were still down 32 %
from the fourth quarter of 2010; and REOs decreased 11 % from the
previous quarter and were down 24 % from the fourth quarter of
2010.

Nevada, Arizona, California post top state foreclosure rates for
year More than 6 % of Nevada housing units (one in 16) had at
least one foreclosure filing in 2011, giving it the nation's
highest state foreclosure rate for the fifth consecutive year
despite a 31 % decrease in foreclosure activity from 2010.  Nevada
foreclosure activity dropped 35 % from the third quarter to the
fourth quarter, driven primarily by a 70 % decrease in default
notices -- the result of a new law (AB 284) that took effect in
October requiring lenders to file an additional affidavit before
starting the foreclosure process.  The new law also increases the
penalties for the use of fraudulent documents in foreclosure.

Despite a 28 % drop in foreclosure activity from November to
December -- caused largely by a 41 % drop in scheduled foreclosure
auctions -- Arizona registered the nation's second highest state
foreclosure rate for the third year in a row, with 4.14 % of its
housing units (one in 24) with at least one foreclosure filing in
2011.

California also experienced a substantial month-over-month drop in
initial foreclosure notices in December -- default notices there
were down 38 % from the previous month -- but the state still
registered the nation's third highest foreclosure rate for all of
2011. One in every 31 California housing units (3.19 %) had at
least one foreclosure filing during the year, down from 4.08 % in
2010 and 4.75 % in 2009.

Georgia posted the nation's fourth highest state foreclosure rate,
with 2.71 % of housing units (one in 37) with at least one
foreclosure filing in 2011, and Utah posted the nation's fifth
highest state foreclosure rate, with 2.32 % of its housing units
(one in 43) with a foreclosure filing during the year.

Other states with 2011 foreclosure rates ranking among the
nation's 10 highest were Michigan (2.21 %), Florida (2.06 %),
Illinois (1.95 %), Colorado (1.78 %), and Idaho (1.77 %).

Foreclosure processing timelines continue to increase U.S.
properties foreclosed in the fourth quarter took an average of 348
days to complete the foreclosure process, up from 336 days in the
third quarter and up from 305 days in the fourth quarter of 2010.
The length of the average foreclosure process has increased 24 %
from 281 days in the third quarter of 2010, when lenders began to
re-evaluate foreclosure procedures in earnest as the result of the
so-called robo-signing controversy.

The average foreclosure process in New York has increased 37 %
during the same time period, and New York properties foreclosed in
the fourth quarter took an average of 1,019 days to complete the
foreclosure process -- the longest of any state.

New Jersey documented the nation's second longest average
foreclosure process, at 964 days, and Florida documented the
nation's third longest average foreclosure process, at 806 days.
Foreclosure activity in both these states dropped more than 60 %
from 2010 to 2011.  All three states with the longest foreclosure
timelines employ the judicial foreclosure process.

Report License The RealtyTrac U.S. Foreclosure Market Report is
the result of a proprietary evaluation of information compiled by
RealtyTrac; the report and any of the information in whole or in
part can only be quoted, copied, published, re-published,
distributed and/or re-distributed or used in any manner if the
user specifically references RealtyTrac as the source for said
report and/or any of the information set forth within the report.

Order Customized Reports Detailed and historical foreclosure data
used to create the above report may be purchased through the
RealtyTrac Data Licensing Department at 949.502.8300 Ext. 158.
Aggregate data is available at the state, metro, county and zip
code levels dating back to 2005, and address-level foreclosure
records are also available historically.

                      About RealtyTrac Inc.

RealtyTrac  -- http://www.realtytrac.com/-- is the leading online
marketplace of foreclosure properties, with more than 1.5 million
default, auction and bank-owned listings from over 2,200 U.S.
counties, along with detailed property, loan and home sales data.
Hosting millions of unique monthly visitors, RealtyTrac provides
innovative technology solutions and practical education resources
to facilitate buying, selling and investing in real estate.


* S&P Downgrades Ratings on Nine Eurozone Sovereigns
----------------------------------------------------
Standard & Poor's Ratings Services on Jan. 13 completed its review
of its ratings on 16 eurozone sovereigns, resulting in downgrades
for nine eurozone sovereigns and affirmations of the ratings on
seven others.

"We have lowered the long-term ratings on Cyprus, Italy, Portugal,
and Spain by two notches; lowered the long-term ratings on
Austria, France, Malta, the Slovak Republic, and Slovenia, by one
notch; and affirmed the long-term ratings on Belgium, Estonia,
Finland, Germany, Ireland, Luxembourg, and the Netherlands. All
ratings on the 16 sovereigns have been removed from CreditWatch
where they were placed with negative implications on Dec. 5, 2011
(except for Cyprus, which was first placed on CreditWatch on Aug.
12, 2011).

"The outlooks on our long-term ratings on all but two of the 16
eurozone sovereigns are negative; the outlooks on the long-term
ratings on Germany and Slovakia are stable."

WHAT HAS PROMPTED THE DOWNGRADES?

"The rating actions are primarily driven by our assessment that
the policy initiatives that have been taken by European
policymakers in recent weeks may be insufficient to fully address
ongoing systemic stresses in the eurozone. In our view, these
stresses include: (1) tightening credit conditions, (2) an
increase in risk premiums for a widening group of eurozone
issuers, (3) a simultaneous attempt to delever by governments and
households, (4) weakening economic growth prospects, and (5) an
open and prolonged dispute among European policymakers over the
proper approach to address challenges.

"The outcomes from the EU summit on Dec. 9, 2011, and subsequent
statements from policymakers lead us to believe that the agreement
reached has not produced a breakthrough of sufficient size and
scope to fully address the eurozone's financial problems. In our
opinion, the political agreement does not supply sufficient
additional resources or operational flexibility to bolster
European rescue operations, or extend enough support for those
eurozone sovereigns subjected to heightened market pressures.

"We also believe that the agreement is predicated on only a
partial recognition of the source of the crisis: that the current
financial turmoil stems primarily from fiscal profligacy at the
periphery of the eurozone. In our view, however, the financial
problems facing the eurozone are as much a consequence of rising
external imbalances and divergences in competitiveness between the
EMU's core and the so-called "periphery". As such, we believe that
a reform process based on a pillar of fiscal austerity alone risks
becoming self-defeating, as domestic demand falls in line with
consumers' rising concerns about job security and disposable
incomes, eroding national tax revenues.

"Accordingly, in line with our published sovereign criteria, we
have adjusted downward our political scores (one of the five key
factors in our criteria) for those eurozone sovereigns we had
previously scored in our two highest categories. This reflects our
view that the effectiveness, stability, and predictability of
European policymaking and political institutions have not
been as strong as we believe are called for by the severity of a
broadening and deepening financial crisis in the eurozone.

"In addition to our assessment of the policy response to the
crisis, downgrades in some countries have also been triggered by
external risks. In our view, it is increasingly likely that
refinancing costs for certain countries may remain elevated, that
credit availability and economic growth may further decelerate,
and that pressure on financing conditions may persist.
Accordingly, for those sovereigns we consider most at risk of an
economic downturn and deteriorating funding conditions, for
example due to their large cross-border financing needs, we have
adjusted our external score downward."

WHY WERE SOME EUROZONE SOVEREIGNS DOWNGRADED BY TWO NOTCHES AND
OTHERS BY ONE NOTCH?

"We believe that not all sovereigns are equally vulnerable to the
possible extension and intensification of the financial crisis.
Those we consider most at risk of an economic downturn and
deteriorating funding conditions, for example due to the large
cross-border financing needs of its governments or financial
sectors, have been downgraded by two notches, as we lowered the
political score and/or the external score reflecting our view of
the risk of a marked deterioration in the country's external
financing.

"On the other hand, we affirmed the ratings of sovereigns which we
believe are likely to be more resilient at their current rating
level in light of their relatively strong external positions and
less leveraged public and private sectors. These credit strengths
remain robust enough, in our opinion, to neutralize the potential
ratings impact from the lowering of our political score.

"In this context, we would note that the ratings on the eurozone
sovereigns remain at comparatively high levels, with only three
below investment grade (Portugal, Cyprus, and Greece).
Historically, investment-grade rated sovereigns have experienced
very low default rates. From 1975 to 2010, the 15-year cumulative
default rate for sovereigns rated in investment grades was
1.02%, and 0.00% for sovereigns rated in the 'A' category or
higher."

WHY DO THE RATINGS ON MOST OF THESE SOVEREIGNS HAVE NEGATIVE
OUTLOOKS?

"For those sovereigns with negative outlooks, we believe that
downside risks persist and that a more adverse economic and
financial environment could erode their relative strengths within
the next year or two to a degree that in our view could warrant a
further downward revision of their long-term ratings. We believe
that the main downside risks that could affect eurozone sovereigns
to various degrees are related to the possibility of further
significant fiscal deterioration as a consequence of a more
recessionary macroeconomic environment and/or vulnerabilities to
further intensification and broadening of risk aversion among
investors, jeopardizing funding access at sustainable
rates. A more severe financial and economic downturn than we
currently envisage could also lead to rising stress levels in the
European banking system, potentially leading to additional fiscal
costs for the sovereigns through various bank workout or
recapitalization programs. Furthermore, we believe that there is a
risk that reform fatigue could be mounting, especially in those
countries that have experienced deep recessions and where growth
prospects remain bleak, which could eventually lead to lower
levels of predictability of policy orientation, potentially
leading to another downward adjustment of the political score,
which might lead to lower ratings.

"We believe that important risks related to potential near-term
deterioration of credit conditions remain for a number of
sovereigns. This belief is based on what we see as the sovereigns'
very substantial financing needs in early 2012, the risk of
further downward revisions of economic growth expectations, and
the challenge to maintain political support for unpopular and
possibly more severe austerity measures, as fiscal targets are
endangered by macroeconomic headwinds. Governments are also aiming
to put greater focus on growth-enhancing structural measures.
While these may contribute positively to a lasting solution of the
current crisis, we believe they could also run counter to powerful
national interest groups, whose resistance could potentially
jeopardize the reform momentum and impede the recovery of market
confidence. In our view, it also remains to be seen whether
European banks will indeed use the ample term funding provided by
the ECB to purchase newly issued sovereign bonds of governments
under financial stress.

"We believe that as long as uncertainty about the bond buyers at
primary auctions remains, the risk of a deepening of the crisis
remains a real one. These risks could be exacerbated should
renewed policy disagreements among European policymakers emerge or
the Greek debt restructuring lead to an outcome that further
discourages financial investors to add to their positions
in peripheral sovereign securities.

"For two sovereigns, Germany and Slovakia, we concluded that
downside scenarios that could lead to a lowering of the relevant
credit scores and the sovereign ratings carry a likelihood of less
than one-in-three during 2012 or 2013. Accordingly we have
assigned a stable outlook."

HOW DO WE INTERPRET THE CONCLUSIONS OF THE DECEMBER EUROPEAN
SUMMIT?

"We have previously stated our belief that an effective strategy
that would buoy confidence and lower the currently elevated
borrowing costs for European sovereigns could include, for
example, a greater pooling of fiscal resources and obligations as
well as enhanced mutual budgetary oversight. We have also
stated that we believe that a reform process based on a pillar of
fiscal austerity alone would risk becoming self-defeating, as
domestic demand falls in line with consumer's rising concerns
about job security and disposable incomes, eroding national tax
revenues.

"The outcomes from the EU summit on Dec. 9, 2011, and subsequent
statements from policymakers, lead us to believe that the
agreement reached has not produced a breakthrough of sufficient
size and scope to fully address the eurozone's financial problems.
In our opinion, the political agreement does not supply sufficient
additional resources or operational flexibility to bolster
European rescue operations, or extend enough support for those
eurozone sovereigns subjected to heightened market pressures.
Instead, it focuses on what we consider to be a one-sided approach
by emphasizing fiscal austerity without a strong and consistent
program to raise the growth potential of the economies in the
eurozone. While some member states have implemented measures on
the national level to deregulate internal labor markets, and
improve the flexibility of domestic services sectors, these
reforms do not appear to us to be coordinated at the supra-
national level; as evidence, we would note large and widening
discrepancies in activity and unemployment levels among the 17
eurozone member states.

"Regarding additional resources, the main enhancement we see has
been to bring forward to mid-2012 the start date of the European
Stability Mechanism (ESM), the successor vehicle to the European
Financial Stability Fund (EFSF). This will marginally increase
these official sources' lending capacity from currently EUR440bn
to EUR500bn. As we noted previously, we expect eurozone
policymakers will accord ESM de-facto preferred creditor status in
the event of a eurozone sovereign default. We believe that the
prospect of subordination to a large creditor, which would have a
key role in any future debt rescheduling, would make a lasting
contribution to the rise in long-term government bond yields of
lower-rated eurozone sovereigns and may reduce their future market
access.

"We also believe that the agreement is predicated on only a
partial recognition of the source of the crisis: that the current
financial turmoil stems primarily from fiscal profligacy at the
periphery of the eurozone. In our view, however, the financial
problems facing the eurozone are as much a consequence of rising
external imbalances and divergences in competitiveness between the
EMU's core and the so-called "periphery." In our opinion, the
eurozone periphery has only been able to bear its underperformance
on competitiveness (manifest in sizeable external deficits)
because of funding by the banking systems of the more competitive
northern eurozone economies.

"According to our assessment, the political agreement reached at
the summit did not contain significant new initiatives to address
the near-term funding challenges that have engulfed the eurozone.
The summit focused primarily on a long-term plan to reverse fiscal
imbalances. It proposed to enshrine into national legislation
requirements for structurally balanced budgets. Certain
institutional enhancements have been introduced to strengthen the
enforceability of the fiscal rules compared to the Stability and
Growth Pact, such as reverse qualified majority voting required to
overturn sanctions proposed by the European Commission in case of
violations of the broadly balanced budget rules. Notwithstanding
this progress, we believe that the enforcement of these measures
is far from certain, even if all member states eventually passed
respective legislation by parliaments (and by referendum, where
this is required). Our assessment is based on several factors,
including:

   -- The difficulty of forecasting reliably and precisely
structural deficits, which we expect will likely be at the center
of any decision on whether to impose sanctions;

   -- The ability of individual member states' elected governments
to extricate themselves from the external control of the European
Commission by withdrawing from the intergovernmental agreement,
which will not be part of an EU-wide Treaty; and

   -- The possibility that the appropriateness of these fiscal
rules may come under scrutiny when a recession may, in the eyes of
policymakers, call for fiscal stimulus in order to stabilize
demand, which could be precluded by the need to adhere to the
requirement to balance budgets.

"Details on the exact content and operational procedures of the
rules are still to emerge and -- depending on the stringency of
the rules -- the process of passing national legislation may run
into opposition in some signatory states, which in turn could
lower the confidence of investors and the credibility of
the agreed policies.

"More fundamentally, we believe that the proposed measures do not
directly address the core underlying factors that have contributed
to the market stress. It is our view that the currently
experienced financial stress does not in the first instance result
from fiscal mismanagement. This to us is supported by the examples
of Spain and Ireland, which ran an average fiscal deficit of 0.4%
of GDP and a surplus of 1.6% of GDP, respectively, during the
period 1999-2007 (versus a deficit of 2.3% of GDP in the case of
Germany), while reducing significantly their public debt ratio
during that period. The policies and rules agreed at the summit
would not have indicated that the boom-time developments in those
countries contained the seeds of the current market turmoil.

While we see a lack of fiscal prudence as having been a major
contributing factor to high public debt levels in some countries,
such as Greece, we believe that the key underlying issue for the
eurozone as a whole is one of a growing divergence in
competitiveness between the core and the so-called "periphery."
Exacerbated by the rapid expansion of European banks' balance
sheets, this has led to large and growing external imbalances,
evident in the size of financial sector claims of net capital-
exporting banking systems on net importing countries. When the
financial markets deteriorated and risk aversion increased, the
financing needs of both the public and financial sectors in the
"periphery" had to be covered to varying degrees by official
funding, including European Central Bank (ECB) liquidity as well
as intergovernmental, EFSF, and IMF loans.

HOW HAS THE EUROPEAN POLICY RESPONSE AFFECTED THE RATINGS?

"We have generally adjusted downward our political scores (one of
the five key factors in our published sovereign ratings criteria)
for those eurozone sovereigns we had previously scored in our two
highest categories. This score change has been a contributing
factor to the rating actions on the relevant sovereigns cited
above. Under the political score, we assess how a government's
institutions and policymaking affect a sovereign's credit
fundamentals by delivering sustainable public finances, promoting
balanced growth, and responding to economic or political shocks.
Our political score also captures the potential effect of external
organizations on policy settings.

"It is our view that the limitations on monetary flexibility
imposed by membership in the eurozone are not adequately
counterbalanced by other eurozone economic policies to avoid the
negative impact on creditworthiness that the eurozone members are
in opinion view currently facing. Financial solidarity among
member states appears to us to be insufficient to prevent
prolonged funding uncertainties. Specifically, we believe that the
current crisis management tools may not be adequate to restore
lasting confidence in the creditworthiness of large eurozone
members such as Italy and Spain. Nor do we think they are likely
to instill sufficient confidence in these sovereigns'
ability to address potential financial system stresses in their
jurisdiction. In such a setting, the prospects of effectively
intervening in the feedback loop between sovereign and financial
sector risk are in our opinion weak."

HOW DO YOU EXPECT MACROECONOMIC DEVELOPMENTS WILL AFFECT THE
REFORM AGENDA?

"We believe that the elusiveness of an effective policy response
is likely to add to caution among households and investors alike,
weighing on the growth outlook for all eurozone members. Our base
case still assumes that the eurozone will record moderate growth
in 2012 and 2013, i.e. 0.2% and 1%, respectively -- down from 0.4%
and 1.2% according to our early December forecast, with a
relatively mild recession in the first half of 2012.
Nevertheless, we estimate a 40% probability that a deeper and more
prolonged recession could hit the eurozone, with a likely
reduction of economic activity of 1.5% in 2012. Furthermore, we
believe an even deeper and more prolonged slump cannot be entirely
excluded. We expect this weak macroeconomic outlook if realized
would complicate the implementation of budget plans, with
slippages to be expected, which would likely further dampen
confidence and potentially deepen the recession, as funding and
credit is curtailed and the private sector increases precautionary
savings."

WHAT IS YOUR VIEW OF THE LATEST DEVELOPMENTS IN GREECE AND WHAT
IMPACT DO THEY HAVE YOUR ANALYSIS?

"We did not change the rating on Greece, which had been downgraded
to 'CC' in July 2011, indicating our view of the risk of imminent
default. Negotiations with bondholders have taken longer than
originally anticipated and we believe may now run close to a large
redemption of EUR14.5 billion on March 20, 2012, raising the
specter of a disorderly default. Such an event would in our view
further complicate the restoration of affordable market access for
other sovereigns experiencing market stress. We understand that
the main unresolved issues are related to the treatment of
holdouts, the participation of official creditors, and the coupon
of the new bonds that will be offered (which partly determine the
effective recovery, which we continue to expect to lie between 30%
and 50%). We do not believe that private-sector involvement will
necessarily be a one-off event in the case of the Greek
restructuring and would not be sought in possible future bail-out
packages in a future case of sovereign insolvency or prolonged
loss of market access. All the more so as official lenders are
less likely to bear any future losses as their lending will be
channeled through the ESM, a privileged creditor that is expected
to be senior to bondholders in any future restructuring."

HOW DOES STANDARD & POOR'S VIEW THE ECB's RESPONSE TO DATE?

"In our view, the actions of the ECB have been instrumental in
averting a collapse of market confidence. We see that the ECB has
eased its eligibility criteria, allowing an ever-expanding pool of
assets to be used as collateral for its funding operations, and
has lowered the fixed rate on its main refinancing operation to
1%, an all-time low. Most importantly in our view, it has engaged
in unprecedented repurchase operations for financial institutions.
In December 2011, it lent financial institutions almost EUR500
billion over three years and announced further unlimited long-term
funding auctions for early 2012. This has greatly relieved the
funding pressure for banks, which will have to redeem over EUR200
billion of bonded debt (excluding in some jurisdictions sizeable
private placements) in the first quarter alone. By lowering the
ECB deposit rate to 0.25%, we believe that the central bank has
implicitly tried to encourage financial institutions to engage in
a carry trade of borrowing up to three-year funds cheaply from the
central bank and purchasing high-yielding government bonds. Recent
Italian and other primary auctions suggest to us, however, that
banks and other investors may still only be willing to lend longer
term to governments facing market pressure if they are offered
interest rates that, all other things being equal, will make
fiscal consolidation harder to achieve.

"Reports indicate that many investors had hoped that a
breakthrough at the December summit would have enticed the ECB to
step up its direct government bond purchases in the secondary
market through its Security Market Program (SMP). However, these
hopes were quickly deflated as it became clearer that the ECB
would prefer to provide banks with unlimited funding, partly with
the expectation that those liquid funds in banks' balance sheets
would find their way into primary sovereign bond auctions. This
indirect way of supporting the sovereign bond market may yet be
successful, but we believe that banks may remain cautious when
being faced with primary sovereign offerings, as most financial
institutions have aimed at shrinking their balance sheets by
running down security portfolios in order to comply with higher
capital requirements, which become effective in 2012. We believe
that the ECB has not entirely closed the door to expanding its
involvement in the sovereign bond market but remains reluctant to
do so except in more dramatic circumstances. In our view, this
reluctance is likely prompted by concerns about moral hazard, the
ECB's own credibility (particularly should losses mount), and
potential inflation pressures in the longer term. We think it may
also be the case that the ECB (as well as some eurozone
governments) is concerned that governments' reform efforts would
falter prematurely if market pressure subsides.

"We believe that the risk of a credit crunch remains real in a
number of countries as economic conditions weaken and banks
continue to consolidate their balance sheets in light of tighter
capital requirements and poor market conditions in which to raise
additional equity. However, the monetary policy actions described
above may mitigate the risk of a more extreme tightening of
credit conditions, which, if it were to come to pass, could put
further pressure on economic activity and employment.

"In summary, while the monetary policy reaction has not been as
accommodating as many investors may have anticipated or hoped for,
we believe that it has nevertheless provided significant breathing
space during which progress on policy reform can be made.
Furthermore, the ECB may yet engage in additional supporting steps
should the sovereign and bank funding crises intensify
further. Therefore, we have not changed our monetary score on
eurozone sovereigns.

HOW DOES STANDARD & POOR'S ASSESS THE REFORM EFFORTS OF THE NEW
GOVERNMENTS IN ITALY AND SPAIN?

"In our view, the governments of Mario Monti and Mariano Rajoy
have stepped up initiatives to modernize their economies and
secure the sustainability of public finances over the long term.
We consider that the domestic political management of the crisis
has improved markedly in Italy. Therefore, we have not changed our
political risk score for Italy because we are of the opinion
that the weakening policy environment at the European level is to
a sufficient degree offset by Italy's stronger domestic capacity
to formulate and implement crisis-mitigating economic policies."

"Despite these encouraging developments on domestic policy, we
downgraded both sovereigns by two notches. This is due to our
opinion that Italy and Spain are particularly prone to the risk of
a sudden deterioration in market conditions. Thus, we believe
that, as far as sovereign creditworthiness is concerned, the
deepening of the crisis and the risks of further market
dislocation that could accompany an inconclusive European crisis
management strategy more than offset our view of the enhanced
national policy orientation."

WHY WAS IRELAND THE ONLY SOVEREIGN AMONG THE SO-CALLED "PERIPHERY"
NOT DOWNGRADED?

"We have not adjusted our political score backing the rating on
Ireland. This reflects our view that the Irish government's
response to the significant deterioration in its public finances
and the recent crisis in the Irish financial sector has been
proactive and substantive. This offsets our view that the
effectiveness, stability, and predictability of European
policymaking as a whole remains insufficient in addressing the
deepening financial crisis in the eurozone. Excluding government-
funded banking sector recapitalization payments, the authorities
have adjusted Ireland's budget by almost 13% of estimated 2012 GDP
since 2008 and plan additional fiscal savings of close to 8% of
GDP for 2012-2015. All other things being equal, we view the
government's fiscal consolidation plan as sufficient to achieve a
general government deficit of about 3% of GDP in 2015. In our
view, there is currently a strong political consensus behind the
fiscal consolidation program and policy implementation so far has
been extremely strong.

"In our view, Ireland has the most flexible and open economy among
the "periphery" sovereigns. We believe that Ireland's economic
adjustment process is further advanced than in the other
sovereigns currently experiencing market pressures. This is
illustrated by the 25% depreciation in the trade-weighted
exchange rate since May 2008 and Irish exports growth contributed
positively to the muted Irish economic recovery in 2011. However,
in our view this also leaves the Irish economy and, ultimately,
the Irish government's fiscal consolidation program susceptible to
worsening external economic conditions, which is reflected in our
negative outlook on the rating."

WHAT ARE THE IMPLICATIONS FOR THE EFSF AND OTHER EUROPEAN
MULTILATERAL LENDING INSTITUTIONS?

"Following our placement of the ratings on the eurozone sovereigns
on CreditWatch in December, we also placed a number of
supranational entities on CreditWatch with negative implications.
These included, among others, the European Financial Stability
Fund (EFSF), the European Investment Bank (EIB), and the European
Union's own funding program. We are currently assessing the
credit implications of the eurozone sovereign downgrades on those
institutions and will publish our updated credit view in the
coming days."


* S&P Says Speculative-Grade Companies Rise
-------------------------------------------
Standard & Poor's said in a report on Jan. 12 that since 1981, the
number of U.S.-based 'AAA'-rated nonfinancial companies has
dropped from 61 to four, while the number of speculative-grade
companies (those rated 'BB+' and lower) has risen to more than
half the 2902 U.S.-rated companies. Currently, 64%, or 1,421, of
nonfinancial ratings in the U.S. are classified as speculative
grade.2.

This explosion of lower rated debt has helped fuel growth in many
industries. At the same time, some blame the vast leverage that
resulted from the growth in speculative-grade debt as one of the
key factors in the credit crisis that erupted in 2008, and from
which the world economy is still suffering, the agency said in a
report entitled, "Born This Way: Acceptance Grows For New
Speculative-Grade Companies Through 30 Years of  LBOs, Bank Loans,
and Falling Interest Rates"


* Moody's Says Challenges to U.S. Private Label RMBS Will Persist
-----------------------------------------------------------------
The credit performance of private label residential mortgage-
backed securities in the US continues to face many challenges in
2012, Moody's Investors Service says in its annual outlook report,
with strategic defaults posing a major risk. The performance of
the loan pools backing outstanding RMBS has been stabilizing,
however, and Moody's 2012 loss expectations for US RMBS are mostly
unchanged.

"Although delays in loan liquidation timelines and an increase in
distressed sales will continue to dampen housing prices and limit
recoveries on delinquent loans, they will not have a material
impact on RMBS recoveries, given our already high loss
expectations on RMBS pools," says Debash Chatterjee, a Moody's
Associate Managing Director.

Delinquency levels among loan pools have been flat or even
dropping largely because of loan modifications. Moody's notes that
re-default rates on modified loans have been declining, largely
because payment reductions in the modifications have gotten
larger.

Strategic defaults will continue to pose a big risk in RMBS in
2012, says Moody's, as housing prices continue to decline. Moody's
perceives the risk as greatest in the prime jumbo sector, where
more than half of the borrowers, who have so far been making their
mortgage payments regularly, are under water on their mortgages, a
proportion that has risen significantly since late 2010.

The subprime sector on the other hand faces the lowest potential
for significant performance deterioration in 2012 because more of
its weaker borrowers already have defaulted, leaving less room for
losses to increase substantially.

Moody's says the risk of performance deterioration in the Alt-A
and option ARM sectors is less than that of the jumbo but greater
than that of the subprime sectors, with option ARM loans facing
greater risk of strategic defaults.

"The practices of the servicers will continue to play a major role
in determining loan performance", says William Fricke, a Moody's
Vice President and Senior Credit Officer. "Although modifications
that include principal forgiveness are a key way to prevent
strategic defaults, we continue to expect servicers to be
reluctant to employ principal forgiveness, given that the GSEs do
not permit it, and that many private label RMBS carry provisions
limiting the practice. "

Servicing is undergoing a transformation, however, as servicers
establish single points of contact for delinquent borrowers, and
increasingly transfer servicing to special servicers, both credit
positives.

Moody's expects the issuance of private label RMBS to be modest in
2012 owing to GSE dominance and regulatory uncertainty. The deals
that do take place will feature more comprehensive reviews of
originators, better quality and more reliable loan level data, and
strong mechanisms for enforcing breaches of representations and
warranties (R&Ws). They will also better address legal issues
relating to foreclosure challenges.

"US Private-Label RMBS and Servicer Quality: 2012 Outlook" and all
of Moody's structured finance 2012 outlooks are available at
http://www.moodys.com/2012sfoutlooks.


* Moody's Says 2012 Outlook for U.S. ABCP is Negative
-----------------------------------------------------
The credit outlook for US asset-backed commercial paper (ABCP) in
2012 is negative, although the outlook for the credit quality of
assets funded by ABCP is neutral to improving, says Moody's
Investors Service. The volume of outstanding commercial paper will
likely decline this year.

"Our outlook for ABCP is negative primarily because of our
negative outlook for the global banking sector," says Everett
Rutan, a Moody's Senior Vice President. "Furthermore, both the
economy and regulatory uncertainty remain negative factors for
outstandings. The number of conduits and total outstandings are at
best likely to be flat in 2012 and more likely to continue to
decline. In 2011, for example, we rated only two new US conduits
and withdrew the ratings on nine, and there's no pipeline of new
conduits."

The credit quality of the banks is the main driver for the credit
quality of ABCP, because almost all conduits rely on liquidity
facilities from the banks for timely repayment. Moody's credit
outlook for the banking sector worldwide is negative, with only a
few exceptions. "US-based ABCP conduits feature a variety of
sponsors, such as US, European, Canadian, and Japanese banks, and
many European-based ABCP conduits fund in the US ABCP market,"
says Mr. Rutan. "Therefore, there are opportunities out there for
investors to diversify their exposures."

Asset credit quality has generally not been an issue in the multi-
seller ABCP conduits that now dominate the US market, and sponsors
have removed troubled assets from their conduits. More than 50% of
multi-seller conduits consist of consumer debt, with the share of
corporate assets such as trade receivables, equipment loans and
leases, and corporate loans at just over 40%. Securities holdings
continue to amortize and make up the remainder, at nearly 8%.

The level of commercial paper outstanding declined steadily
throughout 2011, although it stabilized somewhat towards the end
of the year. "Facility utilization remains below 40% for the US
multi-sellers," notes Rutan. "Depending on the pace of economic
activity, low utilization could either portend further declines or
facilitate a rapid rise in outstandings if demand increases."

Although regulatory factors have not affected the credit quality
of ABCP conduits, they have raised the costs of programs and led
to changes in conduit structures. In addition, ongoing uncertainty
over the wording, interpretation, and enforcement of new
regulations, such as the Volker rule, will be a negative factor
for both outstandings and new conduit formation. "Sponsors and
originators will be less willing to bear those costs if they don't
know precisely what the rules will be," says Mr. Rutan.


* Mintz Levin Further Expands West Coast Presence
-------------------------------------------------
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. disclosed a
significant expansion of the firm's San Diego office with the
addition of Raj Tanden, Howard N. Wisnia, and James P. Conley.
Mr. Tanden is joining the firm's Corporate and Securities and Tax
Sections as a Member.  Mr. Wisnia and Mr. Conley will be joining
as Members in the firm's Intellectual Property Section, focusing
on IP litigation.

"As accomplished attorneys in corporate, tax and intellectual
property, Raj, Howard, and Jim each bring a unique expertise that
will add to our capabilities in these areas, and a combined
experience that will strengthen our presence in the region," said
Eddie Wang Rodriguez, Managing Member of the firm's San Diego
office and a member of the firm's Policy Committee. "Over the
course of five years, Mintz Levin has established a formidable
presence in the San Diego market, attracting numerous talented
attorneys and becoming an integral part of the area's vibrant life
sciences, corporate, intellectual property and technology
communities.  We are thrilled to have Raj, Howard and Jim join
us."

Mr. Tanden will practice in the firm's Los Angeles and San Diego
offices. His experience includes work in the corporate transaction
practice in the private equity/fund formations area.  He advises
clients on U.S. and global corporate and tax matters relating to
private equity, capital markets and financial instruments, joint
ventures, bankruptcy, restructurings, mergers and acquisitions,
divestitures and spin-offs, credit transactions, and real estate
transactions.  He also assists clients with state and local tax
matters, controversies, executive compensation, tax due diligence
and general tax planning.

Mr. Tanden is the Chair of the American Bar Association Tax
Section Investment Management Committee.  He earned his B.S. cum
laude from the University of Southern California Leventhal School
of Accounting, his J.D. from the University of Southern California
Gould School of Law, and his LL.M. from the New York University
School of Law.

Prior to joining Mintz Levin, Mr. Wisnia led the San Diego IP
Practice Group for an international law firm focusing his practice
on litigating intellectual property disputes and counseling
clients on patent and trademark issues.  He has significant IP
litigation experience in a variety of fields including medical
devices, the financial industry, telecommunication and
semiconductors.  He also counsels clients in IP licensing and pre-
litigation avoidance.

Mr. Wisnia earned his B.S.E.E and J.D. from George Washington
University.

Mr. Conley is an experienced intellectual property litigator
focusing on patent litigation. He also advises clients on a range
of issues including patent and trademark portfolio development,
licensing, opinions and due diligence relating to mergers,
financing and IPOs.  Mr. Conley regularly works with clients in
the mechanical, electrical and software disciplines, with specific
emphasis on medical devices and cleantech.

Mr. Conley received his B.S. in Mechanical Engineering from
University of Wisconsin-Madison, and his J.D. magna cum laude from
the University of Wisconsin.


* Siguler Guff Closes First Distressed Real Estate Fund of Funds
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review, January 11, 2012, Siguler Guff
& Co. is expanding its business with the close of its debut fund
of funds focused on the distressed real estate market with $630
million.


* BOND PRICING -- For Week From Jan. 9 to 13, 2012
--------------------------------------------------

  Company           Coupon  Maturity   Bid Price
  -------           ------  --------   ---------
ACARS-GM             8.100  6/15/2024     1.000
AGY HOLDING COR     11.000 11/15/2014    25.900
AHERN RENTALS        9.250  8/15/2013    26.270
ALION SCIENCE       10.250   2/1/2015    49.800
AM AIRLN PT TRST     7.379  5/23/2016    17.250
AM AIRLN PT TRST     7.377  5/23/2019    18.500
AM AIRLN PT TRST     9.730  9/29/2014    23.750
AM AIRLN PT TRST    10.180   1/2/2013    56.000
AMBAC INC            9.375   8/1/2011    10.000
AMBAC INC            9.500  2/15/2021    10.000
AMBAC INC            7.500   5/1/2023    10.001
AMBAC INC            5.950  12/5/2035    13.250
AMERICAN ORIENT      5.000  7/15/2015    46.390
AMR CORP            10.125   6/1/2021    15.500
AMR CORP            10.550  3/12/2021    18.250
AMR CORP            10.290   3/8/2021    19.100
AMR CORP            10.150  5/15/2020    20.000
AMR CORP            10.200  3/15/2020    20.770
AMR CORP             9.750  8/15/2021    21.000
AMR CORP             9.800  10/1/2021    21.100
AMR CORP            10.000  4/15/2021    21.218
AMR CORP             9.880  6/15/2020    21.715
AMR CORP             9.000   8/1/2012    23.500
AMR CORP             6.250 10/15/2014    23.550
AQUILEX HOLDINGS    11.125 12/15/2016    41.500
BANKUNITED FINL      3.125   3/1/2034     4.915
BLOCKBUSTER INC     11.750  10/1/2014     1.625
BON-TON DEPT STR    10.250  3/15/2014    53.000
BON-TON DEPT STR    10.250  3/15/2014    54.125
CALIF BAPTIST        7.600 11/15/2012    20.000
CALIF BAPTIST        7.900 11/15/2017    20.000
CIRCUS & ELDORAD    10.125   3/1/2012    76.250
CIT-CALL01/12        7.000   5/1/2015    99.944
DELTA PETROLEUM      3.750   5/1/2037    70.000
DIRECTBUY HLDG      12.000   2/1/2017    21.625
DIRECTBUY HLDG      12.000   2/1/2017    29.000
DUNE ENERGY INC     10.500   6/1/2012    90.260
DYNEGY HLDGS INC     8.750  2/15/2012    61.550
EASTMAN KODAK CO     7.000   4/1/2017    27.000
EASTMAN KODAK CO     9.950   7/1/2018    27.000
EASTMAN KODAK CO     7.250 11/15/2013    30.750
EDDIE BAUER HLDG     5.250   4/1/2014     6.750
ENERGY CONVERS       3.000  6/15/2013    39.500
EVERGREEN SOLAR      4.000  7/15/2020     0.250
EVERGREEN SOLAR     13.000  4/15/2015    45.000
FAIRPOINT COMMUN    13.125   4/2/2018     4.950
FIBERTOWER CORP      9.000 11/15/2012     9.375
GLOBALSTAR INC       5.750   4/1/2028    45.000
GMX RESOURCES        5.000   2/1/2013    58.000
GMX RESOURCES        5.000   2/1/2013    65.250
GREAT ATLA & PAC     5.125  6/15/2011     2.000
HAWKER BEECHCRAF     9.750   4/1/2017    12.550
HAWKER BEECHCRAF     8.500   4/1/2015    20.440
HUTCHINSON TECH      3.250  1/15/2026    62.000
JPMORGAN CHASE       4.500  1/15/2012   100.043
KELLWOOD CO          7.625 10/15/2017    21.150
LEHMAN BROS HLDG     5.000  1/22/2013    23.143
LEHMAN BROS HLDG     5.100  1/28/2013    24.000
LEHMAN BROS HLDG     5.000   8/3/2014    24.000
LEHMAN BROS HLDG     7.000  6/26/2015    24.000
LEHMAN BROS HLDG     5.000   8/5/2015    24.000
LEHMAN BROS HLDG     7.000 12/18/2015    24.000
LEHMAN BROS HLDG     6.000  2/12/2018    24.000
LEHMAN BROS HLDG     5.000  2/11/2013    24.350
LEHMAN BROS HLDG    11.000  7/18/2022    24.500
LEHMAN BROS HLDG     9.500 12/28/2022    24.500
LEHMAN BROS HLDG     9.500  1/30/2023    24.500
LEHMAN BROS HLDG     9.500  2/27/2023    24.825
LEHMAN BROS HLDG     5.875 11/15/2017    24.880
LEHMAN BROS HLDG     4.700   3/6/2013    25.000
LEHMAN BROS HLDG    10.000  3/13/2023    25.000
LEHMAN BROS HLDG    10.375  5/24/2024    25.000
LEHMAN BROS HLDG     5.000  3/27/2013    25.125
LEHMAN BROS HLDG     5.150   2/4/2015    25.125
LEHMAN BROS HLDG    11.000  3/17/2028    25.250
LEHMAN BROS HLDG    11.500  9/26/2022    25.300
LEHMAN BROS HLDG     5.750  5/17/2013    25.416
LEHMAN BROS HLDG     8.500   8/1/2015    25.500
LEHMAN BROS HLDG     5.500   4/4/2016    25.500
LEHMAN BROS HLDG     5.250  2/11/2015    25.550
LEHMAN BROS HLDG     8.800   3/1/2015    25.625
LEHMAN BROS HLDG     4.800  3/13/2014    25.700
LEHMAN BROS HLDG    11.000  6/22/2022    25.750
LEHMAN BROS HLDG     5.625  1/24/2013    26.000
LEHMAN BROS HLDG     6.000  7/19/2012    26.130
LEHMAN BROS HLDG     6.200  9/26/2014    27.000
LOCAL INSIGHT       11.000  12/1/2017     0.501
MANNKIND CORP        3.750 12/15/2013    53.000
MF GLOBAL LTD        9.000  6/20/2038    34.000
MOHEGAN TRIBAL       7.125  8/15/2014    57.500
MOHEGAN TRIBAL       8.000   4/1/2012    86.000
PENSON WORLDWIDE     8.000   6/1/2014    39.816
PMI GROUP INC        6.000  9/15/2016    21.500
RADIAN GROUP         5.625  2/15/2013    70.875
REAL MEX RESTAUR    14.000   1/1/2013    50.125
REDDY ICE CORP      13.250  11/1/2015    39.250
RESIDENTIAL CAP      8.500  4/17/2013    67.125
RESIDENTIAL CAP      8.500   6/1/2012    87.875
TEXAS COMP/TCEH     10.250  11/1/2015    26.250
TEXAS COMP/TCEH     10.250  11/1/2015    28.000
TEXAS COMP/TCEH     10.250  11/1/2015    31.100
THORNBURG MTG        8.000  5/15/2013     8.000
TIMES MIRROR CO      7.250   3/1/2013    36.250
TITAN INTL INC       8.000  1/15/2012    99.750
TOUSA INC            9.000   7/1/2010    12.967
TOUSA INC            9.000   7/1/2010    12.967
TRAVELPORT LLC      11.875   9/1/2016    28.875
TRAVELPORT LLC      11.875   9/1/2016    31.000
TRICO MARINE         3.000  1/15/2027     1.000
TVL-CALL01/12        6.500  5/15/2013   100.250
VERSO PAPER         11.375   8/1/2016    41.500
WILLIAM LYON INC    10.750   4/1/2013    26.500
WILLIAM LYON INC     7.500  2/15/2014    26.583
WILLIAM LYONS        7.625 12/15/2012    25.902
YELLOW CORP          5.000   8/8/2023    19.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

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

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


                  *** End of Transmission ***