TCR_Public/120124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 24, 2012, Vol. 16, No. 23

                            Headlines

ABITIBIBOWATER INC: Resolute Extends Offer for Fibrek to Feb. 13
AGY HOLDING: Enters Into Employment Employment with Drew Walker
ALCO CORPORATION: Sec. 341 Creditors' Meeting Set for Feb. 10
ALCO CORPORATION: Hires Carmen D. Conde Torres as Counsel
ALCO CORPORATION: Taps Jimenez as Accountants

ALLEN CAPITAL: DLH Master's Plan Effective Date Occurred Dec. 15
ALLIED DEFENSE: Howard Golden Discloses 10.2% Equity Stake
AMERICAN DENTAL: S&P Assigns 'B' Corporate Credit Rating
AMERICAN EAGLE: Shut by Regulators; Capital Bank Assumes Deposits
AMERICAN MARINE: Self-Appointed Manager Objects to its Bankruptcy

APPLETON PAPERS: James Tyrone Resigns as Senior Vice President
BARBETTA LLC: Bankr. Administrator Has Objections to Plan
BIG WHALE: Plan of Reorganization Declared Effective
B.R. SUMMERLIN: Plan of Reorganization Declared Effective
CAMTECH PRECISION: Court Gives R&J Until Feb. 4 to File Plan

CAMTECH PRECISION: Avstar Wants More Time to Solicit Plan Votes
CAPITOL BANCORP: Four Proposals Rejected at Annual Meeting
CARPENTER CONTRACTORS: Plan Outline Hearing Adjoined Until Feb. 13
CATALYST PAPER: Hearing on Recapitalization Set on Feb. 3
CATALYST PAPER: Third Avenue Discloses 28.3% Equity Stake

CENTRAL FEDERAL: Annual Stockholders Meeting Set for May 17
CDC CORP: Court OKs Kobre & Kim to Handle Evolution Matters
CDC CORP: Equity Committee Taps Morgan Joseph as Fin'l Advisor
CENTURY PLAZA: Has Interim Access to Cash Collateral Until Feb. 29
CITIZENS CORP: Files Plan to Pay Tennessee Commerce in Full

CLAIRE'S STORES: Bank Debt Trades at 11% Off in Secondary Market
CLARE OAKS: Opposes Appointment of Patient Care Ombudsman
CLARE OAKS: Wants to Hire George Mesires as Bankruptcy Counsel
CLEAN BURN: Bankruptcy Administrator Pushes Ch. 7 Liquidation
CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market

CYBEX INTERNATIONAL: Receives Add'l Nasdaq Non-Compliance Notice
DALLAS ROADSTER: Gets Final Court OK on $400,000 Bankruptcy Loan
D.C. DEVELOPMENT: Court OKs Cole Schotz as Committee's Counsel
D.C. DEVELOPMENT: Taps Maloney and Associates as Accountants
D.C. DEVELOPMENT: Proposes Non-Debtor Affiliate as Broker

DELTA PETROLEUM: Court Approves Hughes Hubbard as Counsel
DELTA PETROLEUM: Court OKs Morris Nichols as Local Counsel
DEX MEDIA WEST: Bank Debt Trades at 44% Off in Secondary Market
DS WATERS: Moody's Assigns 'B1' Rating to Proposed Term Loans
EASTMAN KODAK: Proposes $950-Mil. of DIP Financing

EASTMAN KODAK: Proposes to Continue Using Cash Collateral
EASTMAN KODAK: Schedules Deadline Extended to March 19
EASTMAN KODAK: Trustee for UK-Kodak Pension Expected to File Claim
EASTMAN KODAK: Meeting to Form Creditors' Panel on Jan. 25
EASTMAN KODAK: Moody's Cuts Probability of Default Rating to 'D'

EASTMAN KODAK: Court OKs $650-Mil. of Loans on Interim
EASTMAN KODAK: Brighton Securities Lists 5 Things You Need to Know
EUROCLASS MOTORS: Has Until Jan. 30 to Propose Chapter 11 Plan
EVERGREEN SOLAR: Lenders Claim $70.3MM Decline in Collateral Value
EVERGREEN SOLAR: Has Preliminary Settlement on Contested Claims

FERTITTA MORTON: Moody's Assigns 'B2' Rating to Term Loan
FILENE'S BASEMENT: Files Schedules of Assets and Liabilities
FILENE'S BASEMENT: Syms Files Schedules of Assets & Liabilities
FILENE'S BASEMENT: Committee Retains Abacus as Consultants
FILENE'S BASEMENT: Equity Committee Retains RCS as Consultant

FILENE'S BASEMENT: Allowed to Hire BDO USA as Accountants
FILENE'S BASEMENT: Court OKs Hilco as Real Estate Consultant
FILENE'S BASEMENT: Hilco Streambank OK'd as IP Consultant
FIRST STATE: Closed; Hamilton State Bank Assumes All Deposits
FLORIDA STATE BANK: Closed; CenterState Bank Assumes All Deposits

FRIENDLY ICE: Court OKs Sale of All Assets to Sundae Group
FURNITURE BY THURSTON: Files Schedules of Assets and Liabilities
GAS CITY: Settles With BofA; Chapter 11 Case Dismissed
GATEHOUSE MEDIA: Bank Debt Trades at 76% Off in Secondary Market
GENERAL MARITIME: Files Schedules of Assets and Liabilities

GSC GROUP: BDCM Files 4th Amended Plan, Gets Trustee Support
GSW HOLDINGS: Must Pay Hancock on Sales of Hunter Chase Lots
HABERSHAM BANCORP: Knight Capital Discloses 5.6% Equity Stake
HANMI FINANCIAL: Posts $5.5 Million Net Income in Fourth Quarter
HAYDEL PROPERTIES: Sec. 341 Creditors' Meeting Set for Feb. 17

HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
HERTZ CORP: Fitch Affirms 'BB-' Long-Term Issuer Default Rating
HILEX POLY: S&P Affirms 'B' Corporate Credit Rating
HOVENSA LLC: Fitch to Finish Review on Bond Ratings in February
GOOD SAM: Offers to Purchase $7.4 Million 11.50% Senior Notes
HOVENSA LLC: Moody's Affirms 'Ba2' Corporate Family Rating

HUSSEY COPPER: Court Sets Feb. 29 as General Claims Bar Date
INDIANA HEALTH: Fitch Raises Rating on Two Bonds From 'BB+'
INGALLS INDUSTRIES: Fitch Affirms 'BB' Issuer Default Rating
IOWA RENEWABLE: Posts $4.8 Million Net Loss in Fiscal 2011
JEFFERSON COUNTY: Bondholders, Receiver Appeal on Sewers' Control

KLN STEEL: Committee Wants to Retain Hall Attorneys as Counsel
KLN STEEL: Wants to Hire Horwood Marcus as Special Counsel
KLN STEEL: Court Approves Jackson Walker as Attorneys
LEE ENTERPRISES: To Complete Chapter 11 Process Jan. 30
LEHMAN BROTHERS: Seeks to Exercise First Offer Right in Archstone

LEHMAN BROTHERS: Seeks Estimation of LB Finance, et al., Claims
LEHMAN BROTHERS: Wins Nod to Sell Stake in Wilpon for $390MM
LEHMAN BROTHERS: Wins OK to Stay Suits Seeking $3-Billion
LEHMAN BROTHERS: Seeks to Sanction Two SPV Issuers
LOS ANGELES DODGERS: Files Sale-Based Reorganization Plan

LOS ANGELES DODGERS: Can Hire Deloitte as Tax Services Provider
MACCO PROPERTIES: Trustee Can Hire Andrew Schmidt as Accountant
MAXIM CRANE: Moody's Downgrades CFR/PDR to Caa1; Outlook Stable
MC2 CAPITAL: Wants to Incur Unsecured Loan from Shaw Capital
MEDICAL INTERNATIONAL: To Seek New Distributors Worldwide

MONTANA ELECTRIC: Committee Taps Harold Dye as Attorney
MOONLIGHT BASIN: Ranch Closes Sale to Lehman Brothers
NATIONAL HOLDINGS: Incurs $4.7 Million Net Loss in Fiscal 2011
NATIONAL RETAIL: Fitch Affirms Rating on Preferred Stock at 'BB+'
NATIVE WHOLESALE: Court Sets Feb. 10 as Claims Bar Date

NEVADA CANCER: Committee Taps Pachulski Stang as Counsel
NEVADA CANCER: Committee Taps Schwartzer as Local Counsel
NEWELL RUBBERMAID: Fitch Affirms Rating on 5.25% QUIPS at 'BB+'
NPC INT'L: Moody's Says 'B2' CFR Unaffected by Acquisition
NUTRACEA: Completes Two Fund Raising Deals, Adds New Board Member

NUTRACEA: Makes Final Payments Under Plan of Reorganization
OPEN RANGE: Wants to Employ Anton Collins as Tax Advisor
ORCHARD SUPPLY: Moody's Confirms CFR at 'B3', Outlook Negative
PACESETTER FABRICS: OK'd to Use Cash Collateral Until March 16
PEAK BROADCASTING: Taps Sheppard Mullin as Chapter 11 Counsel

PEAK BROADCASTING: Taps Pachulski as Local Bankruptcy Counsel
PEAK BROADCASTING: Taps Edinger as Counsel to FCC Matters
PEAK BROADCASTING: Seeks Approval to Transfer FCC Licenses
PENDLETON COUNTY: S&P Cuts Rating on Series 1993B Bonds to 'B'
PENINSULA HOSPITAL: Wants Plan Filing Deadline Extended to Feb. 17

PINNACLE AIRLINES: Chief Executive Says Bankruptcy is Possible
PONTIAC, MI: Fitch Affirms Rating on Two Revenue Bonds at Low-B
POTOMAC SUPPLY: Files for Chapter 11 Due to Funding Woes
POTOMAC SUPPLY: Case Summary & 20 Largest Unsecured Creditors
PRIUM SPOKANE: Trustee Retracts Case Conversion, Dismissal Plea

PURE BEAUTY: Has Until May 1 to File Bankruptcy Plan
RADIOSHACK CORP: Moody's Cuts Corp. Family Rating to 'Ba2'
RANCHO LAS FLORES: San Bernardino Land Owner Files for Chapter 11
RANCHO LAS FLORES: Case Summary & 6 Largest Unsecured Creditors
REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market

SAKS INC: Moody's Lifts Corporate Family Rating to 'Ba3'
SCHOMAC GROUP: Hearing on LNV Corp.'s Cash Continued Until Feb. 7
SCHOMAC GROUP: Hearing on Plan Outline Adequacy Set for Feb. 7
SEARS HOLDINGS: Talking to Factors; Ed Lampert Takeover Seen
SEQUENOM INC: Selling 13 Million Common Shares at $4.15 Apiece

SHOPPES OF LAKESIDE: March 9 Hearing on Dismissal Motion Set
SHOPPES OF LAKESIDE: Will Seek Plan Approval at March 21 Hearing
SIGNAL HILL: Court Converts Chapter 11 Case to One Under Chapter 7
SILVERSUN TECHNOLOGIES: Inks Exchange Pact with SWK Shareholders
SOUTH OF THE STADIUM: Providence Asks Court to Deny Confirmation

SOUTHERN MONTANA: Hearing on Access to Lender's Cash Set for Today
SP NEWSPRINT: Court OKs Ashby & Geddes as Comm. Local Counsel
SP NEWSPRINT: Court OKs BDO as Committee's Financial Advisor
SPECTRAWATT INC: Will Seek Approval of Plan at Jan. 25 Hearing
SQUARETWO FINANCIAL: Moody's Affirms Corp. Family Rating at 'B2'

STONER AND CO: Sec. 341 Creditors' Meeting Set for Feb. 16
STONER AND CO: Chapter 11 Case Conference Set for Feb. 16
SUMMO INC: Creditors Have Until Feb. 6 to File Proofs of Claims
SUPERMEDIA INC: Files Q4 Post-Confirmation Quarterly Report
TEXAS COMPETITIVE: S&P Keeps 'CCC' Issuer Credit Rating

TRAILER BRIDGE: Unsecured Creditors to Receive 25%-85% Recovery
TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
TRONOX INC: Kerr-McGee and Anadarko Fail to Get Damages Cap
TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
TXU CORP: Bank Debt Trades at 37% Off in Secondary Market

VEGAS INC: Sec. 341(a) Creditors' Meeting Set for Feb. 13
VEGAS INC: Initial Status Conference Set for Feb. 13
VEGAS INC: Files List of 6 Largest Unsecured Creditors
WASHINGTON MUTUAL: Feb. 16 Hearing on Ex-Officers' Deal With FDIC
WESTERN ENERGY: Moody's Assigns 'B2' Corporate Family Rating

WILLIAM LYON: Gets Final OK to Access $30-Mil. Bankruptcy Loan
WESTLAND PARCEL: Can Use Cash Collateral Til Jan. 31
WJO INC: Can Use Tristate Cash Collateral Thru Jan. 31

* Kodak Filing Leads to Increase in Liquidity-Stress Index

* Recovery of U.S. Auto Makers, Suppliers Leads to Job Gains
* NACBA Outlines Initiatives Planned on Ethnicity, Ch. 11 Filings

* Large Companies With Insolvent Balance Sheets



                            *********

ABITIBIBOWATER INC: Resolute Extends Offer for Fibrek to Feb. 13
----------------------------------------------------------------
AbitibiBowater Inc., doing business as Resolute Forest Products,
extended to Feb. 13, 2012, the expiry date for its offer to
acquire all the issued and outstanding common shares of Fibrek
Inc.  The extension is intended to allow the Canadian Competition
Bureau to complete its review of the proposed acquisition
following its request for supplementary information and the Bureau
de revision et decision to hear Resolute's application for an
order to cease trade the Fibrek shareholder rights plan.

"A supplementary information request is a normal part of the
regulatory process," said Richard Garneau, President and Chief
Executive Officer.  "We will continue to work with the Canadian
competition authority and provide it with the responsive
information." He added: "We're pleased to see that over 57% of
Fibrek shares have been tendered as of today. The success of our
bid should be up to shareholders, unimpeded by management
entrenchment maneuvers like the tactical poison pill."

Fibrek shareholders should consider the following factors in
making their decision to accept the offer:

   * The offer represents a substantial premium to Fibrek's pre-
     announcement trading price;

   * The offer is not subject to any financing condition;

   * Fibrek shareholders have the opportunity to exchange their
     shares of Fibrek, which had been thinly traded through to the
     date the offer was announced;

   * Resolute is uniquely positioned to integrate Fibrek into its
existing operations;

Fibrek shareholders who become Resolute shareholders will own
shares in a company that:

  -- is financially stronger;

  -- has a diversified asset and product base;

  -- is determined to continue improving the competitive position
of its mills by focusing on cost optimization;

  -- maintains a prudent capital structure, with a ratio of long-
term debt to last twelve months adjusted EBITDA of 1.3x as of the
end of the third quarter of 2011.

The offer, which Resolute is making together with RFP Acquisition
Inc., a wholly-owned subsidiary, is more fully described in the
offer circular and other ancillary documentation the Company filed
on Dec. 15, 2011, on the Canadian Securities Administrators'
website, as amended by notice of variation on January 9 and on
January 20.  The offer will expire at 5:00 p.m. (Eastern Standard
Time) on Feb. 13, 2012, unless it is extended or withdrawn by
Resolute.  As of the close of market on January 20, approximately
74.25 million common shares of Fibrek had been tendered to the
offer, representing approximately 57.1% of the outstanding common
shares.

                    About AbitibiBowater Inc.

AbitibiBowater Inc. -- http://www.abitibibowater.com/-- owns or
operates 18 pulp and paper mills and 24 wood products facilities
located in the United States, Canada and South Korea.  Marketing
its products in more than 70 countries, AbitibiBowater is also
among the largest recyclers of old newspapers and magazines in
North America, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade under the stock symbol ABH on both
the New York Stock Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


AGY HOLDING: Enters Into Employment Employment with Drew Walker
---------------------------------------------------------------
AGY Holding Corp. and its parent, KAGY Holding Company, Inc.,
entered into an employment agreement with Drew Walker, president
and director of the Company.

Under the terms of his employment agreement, Mr. Walker's annual
base salary will be $350,000 and he will be eligible to receive a
target annual bonus equal to 100% of annual base salary, subject
to performance targets and the provisions of a management
incentive plan.  Mr. Walker will also be granted an option to
acquire 280,000 shares of KAGY's common stock, subject to a four-
year vesting schedule.  In addition, the portion of Mr. Walker's
existing option award granted in 2006 that is unvested has been
accelerated such that Mr. Walker is fully vested in his option to
purchase 120,000 shares of KAGY common stock that was granted in
2006.  Mr. Walker will be entitled to participate in employee
benefit plans for executives of the Company generally and will
remain eligible for participation in the Company's severance plan,
which provides for severance under certain circumstances.
Mr. Walker will receive monthly apartment and car allowances and
will be reimbursed for reasonable and necessary business expenses.
In addition, Mr. Walker will be subject to certain non-
compensation and non-solicitation restrictions following the
termination of his employment as provided for in the employment
agreement.

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

The Company reported a net loss of $14.57 million on
$183.67 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $93.51 million on $153.85 million of
net sales during the prior year.

The Company reported a net loss of $21.10 million on $141.54
million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $17.64 million on $140.44
million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$294.72 million in total assets, $288.21 million in total
liabilities, $233,000 in obligation under put/call for
noncontrolling interest and $6.27 million in total shareholders'
equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


ALCO CORPORATION: Sec. 341 Creditors' Meeting Set for Feb. 10
-------------------------------------------------------------
Monsita Lecaroz Arribas of the Office of the U.S. Trustee in San
Juan, Puerto Rico, will hold a meeting of creditors pursuant to
Sec. 341(a) of the Bankruptcy Code in the Chapter 11 case of Alco
Corporation on Feb. 10, 2012, at 9:00 a.m. at 341 Meeting Room,
Ochoa Building, 500 Tanca Street, First Floor, San Juan.

Proofs of claim are due in the case by May 10, 2012.  Government
proofs of claim are due by July 18, 2012.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, serves as
the Debtor's counsel.  It scheduled $11,200,030 in assets and
$7,762,314 in debts.  The petition was signed by Alfonso
Rodriguez, president.


ALCO CORPORATION: Hires Carmen D. Conde Torres as Counsel
---------------------------------------------------------
Alco Corporation asks the Bankruptcy Court to approve its
engagement of Carmen D. Conde Torres, Esq., and C. Conde &
Associates as its Chapter 11 lawyer.

Mrs. Conde Torres, Esq., a senior attorney at the firm, charges
$300 an hour for her services.  Associates at the firm bill $275
per hour while paralegals charge $150 per hour.

The firm received a non-refundable retainer of $20,000 which was
paid by Desarrolladora Los Filters Inc.

The firm may be reached at:

         Carmen D. Conde Torres, Esq.
         C. CONDE & ASSOC.
         254 San Jose Street, 5th Floor
         Old San Juan, Puerto Rico 00901
         Tel: 787-729-2900
         Fax: 787-729-2203
         E-mail: condecarmen@microjuris.com

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
It scheduled $11,200,030 in assets and $7,762,314 in debts.  The
petition was signed by Alfonso Rodriguez, president.  Alco tapped
Jimenez Vasquez & Associates, PSC, as accountants.


ALCO CORPORATION: Taps Jimenez as Accountants
---------------------------------------------
Alco Corporation seeks permission from the Bankruptcy Court to
employ Jose Victor Jimenez, CPA, of Jimenez Vasquez & Associates,
PSC, as accountants.  The Debtor proposes to pay the firm $125 per
hour. The firm has been provided a $7,000 retainer.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, serves as
the Debtor's counsel.  It scheduled $11,200,030 in assets and
$7,762,314 in debts.  The petition was signed by Alfonso
Rodriguez, president.


ALLEN CAPITAL: DLH Master's Plan Effective Date Occurred Dec. 15
----------------------------------------------------------------
DLH Master Land Holding, LLC, notified the U.S. Bankruptcy Court
for the Northern District of Texas that the Effective Date for the
Amended and Restated Seventh Plan of Reorganization occurred on
Dec. 15, 2011.

The Court confirmed DLH Master's Plan on Nov. 23, 2011.  Earlier
in October, Bankruptcy Judge Harlin D. Hale confirmed the amended
Fifth Joint Plan of Reorganization as to Allen Capital Partners
LLC, and the Plan became effective Dec. 1, 2011.

DLH Master's proposed Reorganization Plan contemplates that the
Debtor will obtain sufficient Exit Financing to enable the Debtor
to pay all administrative and non-tax priority claims in full on
the effective date and to provide a standby line of credit for
future operating cash flow needs for the Debtor.

DLH, with the agreement of the DIP Lenders, will convert the
DIP financing into a post-confirmation term loan.  The current
projected balance of the facility is approximately $2.72 Million.
The Debtor has obtained additional Exit Financing approved by the
Court.  Certain Secured Claims will be satisfied on or shortly
after the Effective Date by the surrender of the land securing
such Secured Claims.  Reorganized DLH will finance distributions
to the other creditors from other sales of land, refinancing, Exit
Financing and or joint ventures.  The proceeds from any sale would
be used first to pay necessary costs of closing, second, in
payment of the Release Price necessary to satisfy in full the
Secured Claim secured by such parcel, third, in payment of a
Release Price on the Term Loan from the DIP Lenders, and fourth,
payment of sufficient funds to allow the Debtor's owners to pay
actual state and federal income taxes incurred as a result of the
taxable gains realized on such a sale, if any resulting in the Net
Sales Proceeds subject to Reorganized DLH being in compliance with
all other terms of the Plan.  The Net Sales Proceeds from any such
sale will be allocated generally between Reorganized DLH and
Creditors holding Allowed Claims against DLH: (a) to fund the
operating expenses of Reorganized DLH, including the costs of
managing and marketing the DLH Land and to repay the Term Loan and
Other Exit Financing, and (b) to fund distributions to Creditors.

A full-text copy of the Amended and Restated Plan is available for
free at http://bankrupt.com/misc/DLH_MASTER_7thplan.pdf

                       About Allen Capital

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

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

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

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

An Official Committee of Unsecured Creditors has been appointed.

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


ALLIED DEFENSE: Howard Golden Discloses 10.2% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Howard Golden and his affiliates disclosed that, as of
June 7, 2011, they beneficially own 838,569 shares of common stock
of Allied Defense Group, Inc., representing 10.2% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/oaVI8l

                   About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.

The Company's consolidated statements of net assets as of
Sept. 30, 2011, showed $47.80 million in total assets, $3.56
million in total liabilities, and $44.24 million in net assets in
liquidation.

              Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.


AMERICAN DENTAL: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wakefield, Mass.-based American Dental Partners
Inc. The rating outlook is stable.

"We assigned our 'B' credit rating, the same as the corporate
credit rating, to ADP's proposed $36 million first-lien revolving
credit facility and $205 million first-lien term loan, and we
assigned our '3' recovery rating to this debt, indicating our
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default," S&P said.

"Our ratings on American Dental Partners Inc. assume the LBO
transaction is completed as proposed; the ratings are based on our
expectation that ADP's organic growth will be minimal,
notwithstanding a gradually improving economy that bolsters
medium-term prospects for the total U.S. dental services
industry," said Standard & Poor's credit analyst Gail Hessol.
"After making more than 100 acquisitions since ADP was founded in
1995, we believe management is now emphasizing growth through the
opening of new dental care offices, although we expect the company
will continue to be acquisitive. We expect ADP to generate
discretionary cash flow in most years, as it did in each of the
past six years, but we believe unanticipated operating problems,
more aggressive expansion or other developments could require some
additional borrowing."

"ADP has a 'vulnerable' business risk profile, as defined in our
criteria, notwithstanding its sizable network of 282 dental
offices that offer general and specialty dental services. The
company is narrowly focused in the extremely fragmented and highly
competitive dental practice industry that has low barriers to
entry. Treatment volume, especially for more discretionary
services such as orthodontics, and patient financial capacity are
vulnerable in economic downturns. The availability of financing
for patients also influences demand. We believe the DPM industry
could be adversely affected by potential changes in state or
federal laws, regulations or accounting rules. We view ADP's
business portfolio as highly concentrated as its two largest
affiliated practices combined accounted for one-third of its
revenue for the 9 months ended Sept. 30, 2011. There is also some
geographic revenue concentration," S&P said.

"The structure of ADP's DPM business model, in our view, creates
the potential for costly and disruptive disputes between ADP and
its affiliated dental practices and contributes to our
'vulnerable' business risk assessment. The company is currently
engaged in litigation with three affiliated practices and
significant litigation with a fourth was resolved in 2008. More
than 90% of ADP's revenue is derived from service agreements with
its affiliated practices, none of which are owned by ADP. Most of
ADP's other revenue comes from a 94%-owned dental practice in
Arizona," S&P said.


AMERICAN EAGLE: Shut by Regulators; Capital Bank Assumes Deposits
-----------------------------------------------------------------
American Eagle Savings Bank of Boothwyn, Pa., was closed on
Friday, Jan. 20, 2012, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Capital
Bank, National Association, of Rockville, Md., to assume all of
the deposits of American Eagle Savings Bank.

The sole branch of American Eagle Savings Bank will reopen during
its normal banking hours as a branch of Capital Bank, National
Association.  Depositors of American Eagle Savings Bank will
automatically become depositors of Capital Bank, National
Association.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of American Eagle Savings Bank
should continue to use their existing branch until they receive
notice from Capital Bank, National Association, that it has
completed systems changes to allow other Capital Bank, National
Association, branches to process their accounts as well.

As of Sept. 30, 2011, American Eagle Savings Bank had around $19.6
million in total assets and $17.7 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Capital Bank, National Association, agreed to purchase essentially
all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-355-0814.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/americaneagle.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $3.2 million.  Compared to other alternatives, Capital
Bank, National Association's acquisition was the least costly
resolution for the FDIC's DIF.  American Eagle Savings Bank is the
third FDIC-insured institution to fail in the nation this year,
and the first in Pennsylvania.  The last FDIC-insured institution
closed in the state was Public Savings Bank, Huntingdon Valley, on
Aug. 18, 2011.


AMERICAN MARINE: Self-Appointed Manager Objects to its Bankruptcy
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of Wortley
American Marine Trust, a company that the owner says owns 20% of
American Marine LLC's parent company, has filed a notice with the
bankruptcy court saying that he will be asking the court to
dismiss the American Marine bankruptcy because the court-appointed
receiver doesn't have the authority to put the company in Chapter
11.

                      About American Marine

American Marine's primary business consists, inter alia,
manufacturing, marketing, distributing, servicing and selling
boats and related products in North Carolina.  Brand names include
Donzi, Fountain, Pro-Line and Baja.

American Marine Holdings, LLC, along with affiliates, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No.
12-11354) on Jan. 18, 2012, after being sued for defaulting on its
loans.  Ronald Glass of GlassRatner Advisory & Capital Group, LLC,
the receiver of American Marine, signed the bankruptcy petitions.
FCC LLC d/b/a First Capital, which provided $51 million in loans
prepetition, pushed for the appointment of a receiver after filing
a complaint in state court.

The receiver disclosed that the Debtor had no assets and had
liabilities of $60,007,617 in the schedules attached to petition.
The receiver said that debt to First Capital is $54 million.

John E. Page, Esq., at Shraiberg, Ferrara, & Landau P.A., in Boca
Raton, Florida, serves as counsel.  GlassRatner Advisory & Capital
Group Inc. serves as financial advisor.

On Jan. 16, 2012, Joseph Wortley, a former owner and officer of
American Marine, filed a Chapter 11 voluntary petition for
Palmetto Park Financial, LLC (Case No. 12-11055-EPK).  Mr. Glass
contends that the voluntary petitions for Palmetto Park and
related cases were null and void as Mr. Wortley no longer had the
authority to file the cases.  Mr. Glass is seeking the dismissal
of the case.


APPLETON PAPERS: James Tyrone Resigns as Senior Vice President
--------------------------------------------------------------
James C. Tyrone, Senior Vice President of Appleton Papers Inc.,
has voluntarily resigned.  Mr. Tyrone's resignation will be
effective Jan. 30, 2012.

                      About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

The Company's balance sheet at Oct. 2, 2011, showed $638.30
million in total assets, $764.66 million in total liabilities,
$101.06 million in redeemable common stock, $139.94 million in
accumulated deficit and a $87.47 million accumulated other
comprehensive loss.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


BARBETTA LLC: Bankr. Administrator Has Objections to Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has continued until Jan. 25, 2012, at 11:30 a.m., the
hearing to consider the confirmation of Barbetta, LLC's Plan of
Reorganization.

Marjorie K. Lynch, Bankruptcy Administrator, has asked the Court
to direct the Debtor to modify the proposed Plan to address
certain concerns and objections, and meet requirements of 11
U.S.C. Section 1129.

According to the Bankruptcy Administrator, it objected to the
confirmation of the Debtor's Plan because, among other things:

   -- the Debtor is delinquent in payment of Quarterly Fees and
      the filing of Monthly Reports;

   -- the Debtor is proposing to pay unsecured creditors in full
      over a five year period -- this does not satisfy the
      requirements of Section 1129(a)(7) which provides that if
      the Debtor were to be liquidated today it would result in
      full payment to the unsecured class; and

   -- the Debtor does not comply with the "absolute priority rule"
      as found in Section 1129(b)(2)(B) of the Bankruptcy Code.

The Bankruptcy Administrator is represented by Brian C. Behr.

                        The Chapter 11 plan

The Plan, filed Oct. 18, 2011, contemplates a continuation of the
Debtor's business.  The Debtor intends to satisfy creditor claims
from income earned through continued operations of leasing its
real property.  The Plan focuses on retaining the Debtor's
properties that are financially feasible for the Debtor to
maintain as rental properties and restructuring the obligations
secured by such properties.

General unsecured claims, estimated at $260,364, will be paid in
full, in quarterly installments of $13,018.18 per quarter, over a
period of 5 years.  All payments will be distributed pro rata to
allowed creditors within the Class.

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

          http://bankrupt.com/misc/barbettallc.dkt96.pdf

                       About Barbetta, LLC

Based in Selma, North Carolina, Barbetta, LLC, along with its
owners, Charles E. Hester and Barbetta G. Hester, own a combined
total of over 70 properties throughout the state of North
Carolina.  A significant majority of these properties are located
in Johnston County, North Carolina; however, the Debtor, along
with the Hesters, own property in 23 separate counties across the
state of North Carolina.  All of the income producing properties
are rental properties leased for either commercial or residential
use.  The Debtor is the surviving entity after a merger with
Hester 1996 Family Limited Partnership, South Pollock Street
Development & Sign Co., LLC, Hester 5, LLC, and Hester 8, LLC.

The Debtor filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr. and Stubbs & Perdue, P.A., represents the Debtor in its
restructuring efforts.  The Debtor tapped Charles E. Hester, as
member-manager of the Debtor, and the accounting firm of David J.
Bradley, CPA, as accountants.  In its schedules filed together
with the petition, the Debtor disclosed $24,889,321 in total
assets and $12,855,596 in total liabilities.  The petition was
signed by Charles E. Hester, member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.


BIG WHALE: Plan of Reorganization Declared Effective
----------------------------------------------------
The Big Whale, LLC, notified the U.S. Bankruptcy Court for the
Eastern District of Wisconsin that the Effective Date of its Plan
of Reorganization occurred on Nov. 17, 2011.

The Court confirmed the Debtor's Plan on Oct. 24, 2011.

As reported in the Troubled Company Reporter on Nov. 14, 2011,
Judge James E. Shapiro confirmed the Debtor's reorganization plan,
after the Debtor entered into stipulations with WaterStone Bank
SSB and BMO Harris Bank N.A., to resolve their objections to the
Plan.

Under the modified plan, payments to creditors will be from the
regular business income of the Reorganized Debtor.  After the
Confirmation Date, the Debtor will continue to hire Milwaukee
Rents LLC to act as its property manager and Centro Construction &
Development LLC to maintain its properties.

A copy of the Modified Reorganization Plan is available for free
at http://bankrupt.com/misc/BIGWHALE_plan.pdf

                        About The Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total liabilities as of the Petition Date.  Jerome
R. Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in
Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel.


B.R. SUMMERLIN: Plan of Reorganization Declared Effective
---------------------------------------------------------
B.R. Summerlin Property, LLC, notifies the U.S. Bankruptcy Court
for the District of Nevada that the Effective Date for its Second
Amended Plan of Reorganization occurred on Nov. 8, 2011.  The
Court confirmed the Plan dated Sept. 19, 2011, on Oct. 24, 2011.
A copy of the Plan is available for free at:

     http://bankrupt.com/misc/brsummerlin.2ndamendedplan.pdf

                  About B.R. Summerlin Property

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-10148) on Jan. 5, 2011.  The Company disclosed $23,066,151
in assets and $15,414,103 in liabilities.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
Nov. 29, 2010.  The Debtor disclosed $23.07 million in assets, and
$15.4 million in debts.

B.R. Summerlin Property is represented by Gregory E. Garman, Esq.,
-- ggarman@gordonsilver --, Gabrielle A. Hamm, Esq., --
ghamm@gordonsilver.com --, at Gordon Silver, in Los Vegas, Nevada.


CAMTECH PRECISION: Court Gives R&J Until Feb. 4 to File Plan
------------------------------------------------------------
Judge Paul G. Hyman has further extended R&J National Enterprises,
Inc.'s exclusive right to file a plan through and including
Feb. 4, 2012.  R&J's exclusive right to solicit votes on that plan
is also extended through April 16, 2012.

R&J is an affiliated debtor of Camtech Precision Manufacturing,
Inc.

                    About Camtech Precision

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.  Bradley S.
Shraiberg, Esq., who has an office in Boca Raton, Florida, serve
as counsel to the Debtors.  Carlos E. Sardi, Esq., and Glenn D.
Moses, Esq., who have an office in Miami, Florida, represent the
Official Committee of Unsecured Creditors.  In its schedules,
Camtech disclosed assets of $10,977,673 and debts of $14,625,066.


CAMTECH PRECISION: Avstar Wants More Time to Solicit Plan Votes
---------------------------------------------------------------
Avstar Fuel Systems, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusive right to
solicit votes on its proposed bankruptcy plan through and
including March 5, 2012.

Avstar is seeking an extension of its exclusive plan solicitation
period to allow the claim of Marvel Schebler Aircraft Carburetors
LLC to be estimated.  MSA filed a motion to estimate claim for
voting purposes in August 2011.

According to Avstar's counsel, discovery between Avstar and MSA
has been concluded and the parties will be contacting the Court's
chambers to schedule an evidentiary hearing on the Claim
Estimation, which is the last open issue before confirmation.

Avstar, an affiliated debtor of Camtech Precision Manufacturing,
Inc., filed its Plan and Disclosure Statement on July 5, 2011.  It
is currently in the process of preparing an amended disclosure
statement.

Avstar insists that its extension request is not a delay tactic,
but rather is needed to resolve contingencies and negotiate with
creditors.

                    About Camtech Precision

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.  Bradley S.
Shraiberg, Esq., who has an office in Boca Raton, Florida, serve
as counsel to the Debtors.  Carlos E. Sardi, Esq., and Glenn D.
Moses, Esq., who have an office in Miami, Florida, represent the
Official Committee of Unsecured Creditors.  In its schedules,
Camtech disclosed assets of $10,977,673 and debts of $14,625,066.


CAPITOL BANCORP: Four Proposals Rejected at Annual Meeting
----------------------------------------------------------
Capitol Bancorp Limited announced the results of its reconvened
annual meeting of shareholders held on Wednesday, Jan. 18, 2012.
More than 70 percent of Capitol's outstanding shares voted on the
shareholder proposals.  As recommended by the board of directors,
the majority of votes cast were against the proposals, with 64
percent voting against the proposal to amend Capitol's articles of
incorporation to require majority voting for the election of
directors, more than 78 percent voting against the proposal to
redeem the preferred stock purchase rights under Capitol's tax
benefits preservation plan, nearly 76 percent voting against the
proposal to implement a policy requiring that the board of
directors be comprised of a two-thirds majority of independent
directors, and more than 74 percent voting against the
declassification of the board of directors.

                  About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.

The Company also reported a net loss of $45.04 million on
$82.17 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $163.10 million on
$101.45 million of total interest income for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.46 billion in total assets, $2.56 billion in total liabilities,
and a $93.51 million in total deficit.

As of Sept. 30, 2011, there are several significant adverse
aspects of Capitol's consolidated financial position and results
of operations which include, but are not limited to, the
following:

-- An equity deficit approximating $96 million;

-- Regulatory capital classification on a consolidated basis as
    less than "adequately-capitalized" and related negative
    amounts and ratios;

-- Numerous banking subsidiaries with regulatory capital
    classification as "undercapitalized" or 'significantly-
    undercapitalized";

-- Certain banking subsidiaries which are generally subject to
    formal regulatory agreements have received "prompt
    corrective action" notifications and directives from the
    FDIC, which require timely action by bank management and the
    respective boards of directors to resolve regulatory capital
    ratios which result in classification as less than
   "adequately-capitalized" or to submit an acceptable capital
    restoration plan to the FDIC, and it is likely additional
    PCANs or PCADs may be issued in the future or that the
    banking subsidiaries may be unable to satisfactorily resolve
    those notices or directives;

-- In 2010 and 2011, Capitol sold several of its banking
    subsidiaries and has other divestiture transactions pending.
    The proceeds from those divestitures have been redeployed at
    certain remaining banking subsidiaries which have
    experienced a significant erosion of capital due to
    operating losses.  While such proceeds have been a
    significant source of funds for redeployment, the
    Corporation will need to raise significant other sources of
    new capital in the future;

-- The Corporation and substantially all of its banking
    subsidiaries are operating under various regulatory
    agreements which place a number of restrictions on them and
    impose other requirements limiting activities and requiring
    preservation of capital, improvement in regulatory capital
    measures, reduction of nonperforming assets and other
    matters for which the entities have not achieved full
    compliance;

-- Elevated levels of nonperforming loans and other
    nonperforming assets as a percentage of consolidated loans
    and total assets, respectively; and

-- Significant losses from continuing operations in 2011, 2010,
    2009 and 2008, resulting primarily from provisions for loan
    losses, costs associated with foreclosed properties and
    other real estate owned and, in 2010, an impairment charge
    to operations for the write-off of previously-recorded
    goodwill ($64.5 million).

The foregoing considerations raise some level of doubt as to the
Corporation's ability to continue as a going concern.


CARPENTER CONTRACTORS: Plan Outline Hearing Adjoined Until Feb. 13
------------------------------------------------------------------
The Bankruptcy Court has continued until Feb. 13, 2012, at 1:30
p.m., the hearing to consider adequacy of the Disclosure Statement
explaining Carpenter Contractors' Chapter 11 Plan.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Plan of that contemplates the continuation of the Debtors'
operations after plan confirmation plan.  Donald L. Thiel will
continue to sit as chairman and president of the post-confirmation
management of Carpenter Contractors of America, Inc.  Kenneth B.
Thiel will retain his position as President of the post-
confirmation management of CCA Midwest, Inc.

The Plan of Reorganization and Disclosure Statement filed on
Aug. 31, 2011, provide that payments and distributions under the
Plan will be funded by the Debtors' current and ongoing business
operations.  In addition to the revenues generated by the business
operations of the Debtors, Donald L. Thiel has agreed to the
deferral of his unsecured claims which will result in additional
cash availability.

First American has agreed to provide the Debtors with a one year
$5,120,000 exit financing line of credit renewable annually for
3 years, and a $2,500,000 term note, repayable in 36 monthly
installments.

Donald and Judith Thiel have also agreed to provide the Debtors
with exit financing in the form of a $1,000,000 revolving line of
credit, repayable when the Debtors have available cash flow.

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

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

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CATALYST PAPER: Hearing on Recapitalization Set on Feb. 3
---------------------------------------------------------
Catalyst Paper Corporation, in accordance with an interim order
from the British Columbia Superior Court dated Jan. 17, 2012, that
a hearing is scheduled to be held on Feb. 3, 2012 with respect to
its previously announced recapitalization transaction.  Full
details of the recapitalization agreement and the transaction will
be provided in a management information circular expected to be
distributed to shareholders, holders of its 11% senior secured
notes due 2016 (the Senior Secured Notes) and holders of its 7
3/8% senior notes due 2014 (Senior Notes and together with the
Senior Secured Notes, the Noteholders) in February 2012.  At the
Hearing, Catalyst Paper will apply for the following orders and
declarations:

-- an order that the Circular of Catalyst Paper be deemed to
   represent sufficient and adequate disclosure, including for the
   purpose of section 192 of the Canada Business Corporations Act
   (CBCA), and Catalyst Paper shall not be required to send to
   Noteholders any other or additional statement pursuant to
   section 192 of the CBCA;

-- an order approving a form of proxy that Catalyst Paper is
   authorized to use in connection with the Noteholders' meetings;

-- an order approving Jan. 27, 2012, or such other date as
   disclosed by Catalyst Paper in a press release, as the early
   consent date for the purposes of the proposed arrangement and
   consideration allocated thereunder;

-- a declaration that a vote of the holders of common shares in
   the capital of Catalyst Paper is not required for court
   approval of the proposed arrangement pursuant to section
   192(4)(e) of the CBCA;

-- an order that the votes cast in favour of the arrangement at
   the Meetingshall, in the event of a subsequent Companies'
   Creditors Arrangement Act (CCAA) proceeding being commenced as
   a result of the petitioners not obtaining the requisite votes
   at the Meeting or obtaining the final order, in all respects be
   counted as votes in favour of the recapitalization transaction
   in such CCAA proceedings; and

-- such further and other relief as counsel for any petitioners
   may advise and the Court may deem just.

Implementation of the plan of arrangement under the CBCA is
subject to approval by not less than 66?% of the votes cast by
holders of each of the Senior Secured Notes and the Senior Notes
at meetings to be held to consider the arrangement, the approval
of the Supreme Court of British Columbia and receipt of all
necessary regulatory and stock exchange approvals.  In addition,
the Agreement is subject to termination if a new labor agreement
with all union locals at the company's Canadian mills has not been
ratified by Jan. 31, 2012.

Catalyst Paper 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 tonnes.  The company is
headquartered in Richmond, British Columbia, Canada and its common
shares trade on the Toronto Stock Exchange under the symbol CTL.

                      About Catalyst Paper

Catalyst Paper Corp. -- 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.

Catalyst Paper in January 2012 applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.

Affiliate Catalyst Paper Holdings Inc., sought creditor protection
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 12-10219) on Jan. 17, 2012.  The company is seeking
recognition of these proceedings with the Delaware Court in order
for the Canadian order under the CBCA to be recognized in the
United States.

The company will continue to operate and satisfy its obligations
to trade creditors, customers, employees and retirees in the
ordinary course of business during this restructuring process.

Catalyst on Dec. 15, 2011, deferred a 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 was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst said it had entered into a
restructuring agreement, which will see its bondholders taking
control of the company and includes an exchange of debt for
equity.  The agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

Catalyst Paper joins a line of paper producers that have succumbed
to higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  Last
year, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.


CATALYST PAPER: Third Avenue Discloses 28.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Third Avenue Management LLC disclosed that,
as of Jan. 17, 2012, it beneficially owns 107,901,621 shares of
common stock of Catalyst Paper Corporation representing 28.3% of
the shares outstanding.  This calculation is based on 381,900,450
common shares of the Company outstanding as of Nov. 14, 2011, as
reported in the Company's third quarter report filed on Nov. 16,
2011.  A full-text copy of the amended filing is available for
free at http://is.gd/m937x5

                        About Catalyst Paper

Catalyst Paper Corp. -- 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.

Catalyst Paper in January 2012 applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.

Affiliate Catalyst Paper Holdings Inc., sought creditor protection
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 12-10219) on Jan. 17, 2012.  The company is seeking
recognition of these proceedings with the Delaware Court in order
for the Canadian order under the CBCA to be recognized in the
United States.

The company will continue to operate and satisfy its obligations
to trade creditors, customers, employees and retirees in the
ordinary course of business during this restructuring process.

Catalyst on Dec. 15, 2011, deferred a 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 was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst said it had entered into a
restructuring agreement, which will see its bondholders taking
control of the company and includes an exchange of debt for
equity.  The agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

Catalyst Paper joins a line of paper producers that have succumbed
to higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  Last
year, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.


CENTRAL FEDERAL: Annual Stockholders Meeting Set for May 17
-----------------------------------------------------------
Central Federal Corporation's annual meeting of stockholders will
be held on May 17, 2012, at the Fairlawn Country Club, 200 North
Wheaton Road, Fairlawn, Ohio at 10:00 AM.  The record date for
stockholders eligible to vote at the meeting is April 6, 2012.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at Sept. 30, 2011, showed
$265.4 million in total assets, $254.0 million in total
liabilities, and stockholders' equity of $11.4 million.

                       Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order requires it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CDC CORP: Court OKs Kobre & Kim to Handle Evolution Matters
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized CDC Corporation to employ Kobre & Kim LLP as its
special litigation counsel in connection with:

     -- pending cases involving Evolution CDC SPV Ltd., Evolution
        Master Fund Ltd., SPC, Segregated Portfolio, and E1 Fund
        Ltd.; and

     -- potential litigation issues that might arise in connection
        with transactions contemplated pursuant to the Debtor's
        engagement letter with Moelis & Company LLC, the Debtor's
        financial advisor and investment banker.

The firm's attorneys charge US$400 to US$825 per hour, with the
exception of one of its partners who are English Queen's Counsel
whose rates are GBP750 per hour, which amount will be converted to
US dollars upon invoicing at the then current exchange rate.  Non-
lawyer paraprofessionals charge a blended rate of US$250 per hour.

                           About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


CDC CORP: Equity Committee Taps Morgan Joseph as Fin'l Advisor
--------------------------------------------------------------
The Official Committee of Equity Security Holders of CDC
Corporation seeks permission from the U.S. Bankruptcy Court for
the Northern District of Georgia to retain Morgan Joseph
TriArtisan LLC as its financial advisor.

Subject to the Court's approval, Morgan Joseph will receive a
monthly fee of $100,000.

Morgan Joseph will also receive a completion fee of $750,000,
provided, however, that if the transaction is not (a) a sale of
all or a majority of the equity securities of the Company's
subsidiary CDC Software Corporation, (b) the merger or combination
of the Business with that of an acquirer or other third party or
(c) an acquirer's acquisition of all or a portion of the assets,
properties of business operations of the Business, whether
pursuant to an 11 U.S.C. Section 363 sale, plan of reorganization,
sale of CDC Corporation or otherwise, then the completion fee will
be $2,000,000.

The firm will also seek reimbursement for reasonable out-of-pocket
expenses it incurred in connection with the engagement.

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

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


CENTURY PLAZA: Has Interim Access to Cash Collateral Until Feb. 29
------------------------------------------------------------------
The Hon. J. Phillip Klingeberger of the U.S. Bankruptcy Court for
the Northern District of Indiana authorized, on an interim order,
Century Plaza LLC, to use The PrivateBank and Trust Company's cash
collateral until Feb. 29, 2012.

The Debtor is authorized to make expenditures not exceeding 10% of
the total proposed expenses, unless otherwise agreed by the
lender.

The Court also ordered that the Debtor will:

   -- maintain and pay premiums for insurance to cover all of its
      assets from fire, theft and water damage;

   -- maintain a depository account, separate from any other
      account into which the Debtor will deposit any and all
      tenant real estate tax escrow payments collected after the
      filing of the Debtor's case;

   -- make available to the lender evidence of that which
      constitutes its collateral or proceeds; and

   -- maintain the property in good repair and manage the
      property.

The Debtor set a Feb. 28, 2012, hearing at 1:30 p.m., on its
request to further access the cash collateral.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
Century Plaza filed for Chapter 11 bankruptcy (Bankr. N.D. Ind.
Case No. 11-24075) on Oct. 18, 2011.  The Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard Dube, president of Tri-Land Properties, Inc., manager.

Judge J. Philip Klingeberger presides over the case.  The Debtor's
counsel are Crane, Heyman, Simon, Welch & Clar; and Anderson &
Anderson P.C.


CITIZENS CORP: Files Plan to Pay Tennessee Commerce in Full
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Citizens Corp. filed a reorganization plan offering
to pay all creditors in full over time, including Tennessee
Commerce Bank and other secured lenders owed $17.3 million.  The
plan proposes paying the lenders in full with 2% interest.  The
new loan would amortize principal on a 30-year schedule.  The
remaining principal would mature in five years.  Unsecured
creditors, owed a combined $81,000, would be paid off in equal
installments over five years.  The lenders' $463,000 unsecured
claim likewise would be fully paid over five years.

According to the report, the principal asset is ownership of non-
bankrupt Financial Data Technology Corp., a provider of
information technology services for Tennessee banks.  Exercising a
pledge of the stock of FiData, the lenders took over control of
the subsidiary prior to the Chapter 11 case.  The Chapter 11 plan
is designed for the holding company to regain control of the
subsidiary.

Mr. Rochelle notes that at one time, Citizens was attempting to
have the lenders held in contempt for refusal to turn over control
of the subsidiary.  Now, Citizens is only asking the bankruptcy
judge to return control of the subsidiary at a Jan. 30 hearing.
At the same hearing, the lenders will seek appointment of a
trustee.

The lenders previously said they were owed $19.2 million, which is
more than the value of the FiData stock, according to the banks.

                       About Citizens Corp.

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

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed lists of assets and liabilities showing property
worth $40.1 million and debt of $17.8 million.


CLAIRE'S STORES: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 88.97 cents-
on-the-dollar during the week ended Friday, Jan. 20, 2012, an
increase of 1.00 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
29, 2014, and carries Moody's B3 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Claire's Stores

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

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

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

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


CLARE OAKS: Opposes Appointment of Patient Care Ombudsman
---------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to enter an order finding the appointment of
a patient care ombudsman unnecessary.

The Bankruptcy Code provides that, "[i]f the debtor in a case
under chapter ... 11 is a health care business, the court shall
order, not later than 30 days after the commencement of the case,
the appointment of an ombudsman to monitor the quality of patient
care and to represent the interests of the patients of the health
care business unless the court finds that the appointment of such
ombudsman is not necessary for the protection of patients under
the specific facts of the case."

The Patient Care Ombudsman will, among other things, monitor the
quality of patient care provided to patients by the Debtor.

According to the Debtor, the totality of circumstances in its
bankruptcy case demonstrates that the appointment of a Patient
Care Ombudsman is not necessary to protect residents of the Clare
oaks Campus.  The Debtor maintains that the patients' rights at
Clare Oaks are adequately protected through existing internal and
external safeguards, and it is able to maintain and provide
adequate services and care for its residents without the
appointment of a patient care ombudsman.

                          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: Wants to Hire George Mesires as Bankruptcy Counsel
--------------------------------------------------------------
Clare Oaks seeks permission from the U.S. Bankruptcy Court for the
Northern District of Illinois to employ George R. Mesires and
Ungaretti & Harris LLP as its bankruptcy counsel.  Prior to the
Petition Date, Ungaretti & Harris represented the Debtor in
connection with various matters, including its attempts to
restructure out-of-court and, subsequently, in preparing the
filing of the Chapter 11 case.

Current billing rates for the Ungaretti & Harris attorneys with
primary responsibility for these matters are: Donald L. Schwartz
($760/hour); George R. Mesires ($475/hour); Patrick F. Ross
($265/hour); David R. Doyle ($245/hour).  Current billing rates
for other Ungaretti & Harris attorneys who may provide legal
services in this case are:

     (a) Partners ? $315 to $760/hour
     (b) Associates ? $195 to $315/hour
     (c) Paralegals ? $175 to $205/hour

Pursuant to an engagement letter dated Nov. 1 2011, as amended,
the Debtor has agreed to compensate Ungaretti & Harris on a basis
that reflects a discount of approximately 10% from Ungaretti &
Harris' standard restructuring rates.

On Nov. 1, 2011, the Debtor transferred $750,000 to Ungaretti &
Harris, which was initially to be held in trust and thereafter
applied to various professionals as retainers, as contemplated by
the terms of the Engagement Letter.

Ungaretti & Harris will also request reimbursement for expenses
incurred in connection with its representation of the Debtor.

To the best of the Debtor's knowledge, Ungaretti & Harris is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         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.


CLEAN BURN: Bankruptcy Administrator Pushes Ch. 7 Liquidation
-------------------------------------------------------------
Michael D. West, Esq., the U.S. Bankruptcy Administrator for the
Middle District North Carolina asks the U.S. Bankruptcy Court to
convert the Chapter 11 case of Clean Burn Fuels, LLC to one under
Chapter 7 of the Bankruptcy Code.

The U.S. Bankruptcy Administrator tells the Court:

   -- The stay has been lifted as to all of the Debtor's tangible
      assets or the assets have been sold;

   -- The Debtor is not conducting any ongoing business, and has
      no business left to reorganize or liquidate;

   -- The Debtor failed to file its Plan and Disclosure Statement
      by the Aug. 1, 2011 deadline;

   -- The monthly reports filed by the Debtor show continuing
      losses; and

   -- Perdue BioEnergy LLC, major creditor and litigant, has filed
      a motion to convert the case, although the litigation
      position of Perdue must be considered in the analysis, the
      issue it raises as to management of the Debtor is serious.

As reported in the Troubled Company Reporter on Dec. 29, 2011,
Perdue is a defendant in an adversary proceeding in which the
Debtor sought, among other things, to avoid Perdue's claimed
ownership of corn feedstock that was to be used in the operation
of the Debtor's ethanol facility.

Perdue said the conversion of the Debtor's case to Chapter 7 and
the appointment of a Chapter 7 trustee will insure that an
independent fiduciary will be present to make the decisions for
the estate in regard to the adversary proceeding.  Perdue related
that on the Petition Date, Debtor had no corporate officers
willing to undertake and manage the responsibilities of pursuing a
Chapter 11 reorganization.

The U.S. Bankruptcy Administrator asserts that the conversion of
the case is in the best interests of creditors and the estate.

The U.S. Bankruptcy Administrator is represented by Robert E.
Price, Jr.

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Neal, Bradsher & Taylor, P.A., serves as its
accountants.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.58 cents-on-the-dollar during the week ended Friday, Jan.
20, 2012, a drop of 0.35 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

              About CC Media and Clear Channel

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

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

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

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

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


CYBEX INTERNATIONAL: Receives Add'l Nasdaq Non-Compliance Notice
----------------------------------------------------------------
Cybex International, Inc., on Jan. 17, 2012, received a
determination letter from The Nasdaq Stock Market indicating that
the Company's common stock was subject to delisting from Nasdaq
because it failed to maintain a minimum market value of publicly
held shares of $5,000,000 for thirty consecutive business days as
required by Nasdaq Listing Rule 5450(b)(1)(c).  The Company has a
compliance period of 180 calendar days, or until July 16, 2012, in
which to regain compliance.  The Company can regain compliance if
at any time during this 180-day period the market value of
publicly held shares closes at $5,000,000 or more for a minimum of
ten consecutive business days.  The Company intends to monitor the
market value of its publicly held shares and will consider
available options to resolve this deficiency and regain compliance
with the Nasdaq Listing Rules.

As previously reported, the Company previously received
determination letters from Nasdaq indicating that the Company's
common stock was subject to delisting from Nasdaq due to failure
to comply with the minimum stockholders' equity requirement of $10
million and the minimum bid price requirement of $1 per share.
Subsequently, a Nasdaq Hearings Panel granted the Company's
request for continued listing on Nasdaq, subject to specified
conditions.  These conditions are:

   -- Stockholders' Equity Requirement.  On or before April 2,
      2012, the Company must publicly announce on a Form 8-K its
      stockholders' equity, which shall be $10 million or greater.

   -- Minimum Bid Price Requirement.  On or before March 12, 2012,
      the Company will have evidenced a closing bid price above
      $1.00 for a minimum of 10 consecutive trading days.

In order to fully comply with the terms of this exception, the
Company must be able to demonstrate compliance with all
requirements for continued listing on Nasdaq.  In the event the
Company is unable to do so, its securities may be delisted from
Nasdaq.

                      About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company.  "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."


DALLAS ROADSTER: Gets Final Court OK on $400,000 Bankruptcy Loan
----------------------------------------------------------------
Dallas Roadster Limited and IEDA Enterprise, Inc. won final court
approval to obtain from Texas Capital Bank, N.A., up to $400,000
in financing, to be used in accordance with a prepared budget, a
copy of which is available for free at:

http://bankrupt.com/misc/DALLASROADSTER_DIPLoanBudgettruJan31.pdf

In a Jan. 12, 2012 order, Judge Brenda Rhoades ruled that the
Debtors' authority to draw funds under the DIP Loan will terminate
on the earlier of January 31, 2012, or upon the occurrence of a
violation by the Debtors of the terms of the DIP Loan Agreement.

All advances under the DIP Loan are secured by a lien in all of
the Debtors' assets, which lien will have the highest
administrative priority under Sec. 364(c)(1) of the Bankruptcy
Code.

The DIP Loan Liens are subject to the carve-out for unpaid fees
under 28 U.S.C. Sec. 1930, unpaid fees incurred by bankruptcy
professional of the Debtors and any statutory creditors committee,
and unpaid compensation of the Receiver under Sec. 543, in a total
amount not to exceed $250,000.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

TCB may be reached at:

          Texas Capital Bank, National Association
          c/o Jennifer Owen
          HIGIER ALLEN & LAUTIN, P.C.
          5057 Keller Springs Road, Suite 600
          Addison, TX 75001-6608
          E-mail: jowen@higierallen.com

The receiver for the Debtors' assets may be reached at:

          Patrick Michaels
          P.E. MICHAELS CONSULTING
          1403 Marlboro Lane
          Richardson, TX 75082
          E-mail: pat@pemichaels.com


D.C. DEVELOPMENT: Court OKs Cole Schotz as Committee's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
the Official Committee of Unsecured Creditors of D.C. Development,
LLC, to retain Cole, Schotz, Meisel, Forman & Leonard, P.A., as
its counsel.

The firm's hourly rates are:

          Personnel                           Rates
          ---------                           -----
    Partners and Special Counsel           $335 to $775
    Associates                             $210 to $385
    Paralegals                             $160 to $240

                      About D.C. Development

D.C. Development, LLC, is the owner of the Wisp Resort, a sky
resort in the mountains of Garrett County, Maryland.  The ski and
golf resort is situated on 2,200 acres with two golf courses, 32
ski trails, and 12 ski lifts.  The hotel has 102 suites and 67
guest rooms.

Financial problems were caused by a guarantee given to
Branch Banking & Trust Co. to secure a $29.6 million judgment the
bank obtained on a real estate development within the property.

D.C. Development, LLC, along with affiliates, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-30548) on Oct. 15, 2011.
The Debtor disclosed $91,155,814 in assets and $46,141,245 in
liabilities as of the Chapter 111 filing.

D.C. Development has engaged Logan, Yumkas, Vidmar & Sweeney, LLC,
as counsel and tapped Invotex Group as financial restructuring
consultant. The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


D.C. DEVELOPMENT: Taps Maloney and Associates as Accountants
------------------------------------------------------------
D.C. Development, LLC, Recreational Industries, Inc., Wisp
Resort Development, Inc., and The Clubs at Wisp, LLC, seek
permission from the U.S. Bankruptcy Court for the District of
Maryland to employ Maloney and Associates, PLLC, as their
accountants.

Maloney and Associates will assist in the preparation of the
federal and state corporate income tax returns for the fiscal year
ended Oct. 31, 2011, the annual review of financial statements
required by the ongoing business operations, the 2011 audit of the
401(k) plan for required by ERISA and Department of Labor
guidelines, the preparation of the federal and state partnership
income returns for 2011, the preparation of the federal and state
corporate income tax returns for 2011, and the preparation of
annual financial statements required by ongoing business
operations.

The customary hourly rates of Maloney are:

         Partners/Principals        $120 to $150
         Seniors                     $80 to  $90
         Staff/Paraprofessionals     $45 to  $65
         Administrative                  $40

The firm will seek reimbursement for its expenses and will include
charges for typing, copying, travel, telephones, computer rental,
etc.

To the best of the Debtors' knowledge, Maloney and its individual
accountants do not have any connections with the Debtors, other
creditors or any other party-in-interest, their respective
attorneys and accountants, the United States Trustee, or any
person employed in the Office of the United States Trustee and is
a "disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                         About Wisp Resort

Recreational Industries Inc., D.C. Development LLC, Wisp Resort
Development Inc., and The Clubs at Wisp LLC own and operate the
Wisp Resort, a sky resort in the mountains of Garrett County,
Maryland.  The ski and golf resort is situated on 2,200 acres with
two golf courses, 32 ski trails, and 12 ski lifts.  The hotel has
102 suites and 67 guest rooms.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
The Official Committee of Unsecured Creditors has tapped Cole,
Schotz, Meisel, Forman & Leonard, P.A. as counsel.


D.C. DEVELOPMENT: Proposes Non-Debtor Affiliate as Broker
---------------------------------------------------------
D.C. Development seeks permission from the U.S. Bankruptcy Court
for the District of Maryland to employ Wisp Resort Development,
Inc., the Company's affiliate, as broker to sell 120 Lodestone Way
Property.

Wisp Resort developed the lot and borrowed funds from Branch
Banking and Trust Company to do so.  SWR, LLC, borrowed funds from
Clear Mountain Bank to construct a single-family home on the
lot.  The lot and home constitute the "Property".

The Debtor has determined that it is in the best interests of its
estate to sell the Property and the Court has authorized such sale
in the amount of $430,000.  However, the Court ordered that the
seven percent sales commission be held in escrow pending
application to and further order of the Court.

Wisp Resort, along with its real estate agents and real estate
broker, is the entity responsible for the listing, marketing and
sale of the Property.

The Debtor intends to disburse to Wisp Resort the commission equal
to seven percent of the purchase price of the Property, in the
amount of $30,100.  According to the Debtor, the seven percent
sales commission is customary rate in the Deep Creek Lake and Wisp
Resort real estate market.  The Debtor asserts that preventing it
from disbursing these commissions will have a chilling effect on
itself to sell property in the future and will thwart its ability
to reorganize.

Th Debtor attests that WRD and its professionals do not have
connections with other creditors or any other party-in-interest
and the Debtor attests that WRD is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                         About Wisp Resort

Recreational Industries Inc., D.C. Development LLC, Wisp Resort
Development Inc., and The Clubs at Wisp LLC own and operate the
Wisp Resort, a sky resort in the mountains of Garrett County,
Maryland.  The ski and golf resort is situated on 2,200 acres with
two golf courses, 32 ski trails, and 12 ski lifts.  The hotel has
102 suites and 67 guest rooms.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
The Official Committee of Unsecured Creditors has tapped Cole,
Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DELTA PETROLEUM: Court Approves Hughes Hubbard as Counsel
---------------------------------------------------------
Delta Petroleum Corporation, et al., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Hughes Hubbard & Reed LLP as their counsel.

Beginning in October 2011, Hughes Hubbard began working with the
Debtors, their lenders and other debtholders toward resolving the
Debtors' financial issues.  Since that time, Hughes Hubbard has
been closely involved in every detail of the Debtors'
restructuring.

Hughes Hubbard's current hourly rates are:

              Partners           $700 - $975
              Counsel            $640 - $925
              Associates         $350 - $695
              Legal Assistants      $240

Consistent with Hughes Hubbard's policy with respect to its other
clients, Hughes Hubbard will continue to charge the Debtors for
all other services provided and for other charges and
disbursements incurred in the rendition of services.

Prior to the Petition Date, Hughes Hubbard received a retainer
from the Debtors in the amount of $500,000, which it continues to
hold.

To the best of the Debtors' knowledge, the members, counsel and
associates of Hughes Hubbard do not have any connection with the
Debtors, their creditors, or any other party-in-interest, or their
respective attorneys and accountants.  The Debtors attest that
Hughes Hubbard is a "disinterested person" within the meaning of
Sections 101(14) of the Bankruptcy Code.

The firm can be contacted at:

         W. Peter Beardsley, Esq.
         Christopher Gartman, Esq.
         Kathryn A. Coleman, Esq.
         Ashley J. Laurie, Esq.
         HUGHES HUBBARD & REED LLP
         One Battery Park Plaza
         New York, NY 10004-1482
         Tel: (212) 837-6000
         Fax: (212) 422-4726

                       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 disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, 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: Court OKs Morris Nichols as Local Counsel
----------------------------------------------------------
Delta Petroleum Corporation, et al., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Morris, Nichols, Arsht and Tunnell LLP as their
Delaware co-counsel.

The attorneys and paralegals principally responsible for the
representation of the Debtors and their current hourly rates
are:

     (a) Derek C. Abbott (partner)    $600
     (b) Ann C. Cordo (associate)     $455
     (c) Chad A. Fights (associate)   $405
     (d) Renae M. Fusco (paralegal)   $230

The Debtors will reimburse Morris Nichols for necessary expenses
incurred, which will include travel, photocopying, delivery
service, postage, vendor charges and other out-of-pocket expenses
incurred in providing professional services.

To the best of the Debtors' knowledge, information and belief,
none of Morris Nichols' partners, counsel or associates hold or
represent any interest adverse to the Debtors' estates or their
creditors, and Morris Nichols is a "disinterested person," as
defined in 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 disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, 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.


DEX MEDIA WEST: Bank Debt Trades at 44% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 55.50 cents-on-
the-dollar during the week ended Friday, Jan. 20, 2012, a drop of
0.33 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014, and
carries Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 131 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                    About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors.  Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel.  Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker.  The Garden
City Group, Inc., was claims and noticing agent.  The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.

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


DS WATERS: Moody's Assigns 'B1' Rating to Proposed Term Loans
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$465 million first lien secured term loan facilities due 2017,
which will be used to partially fund the recapitalization of DS
Waters of America, Inc.'s (New) (DSWA) balance sheet. Further, a
B1 corporate family rating has been assigned to the post-
recapitalization DSWA entity. The rating outlook is stable. These
ratings are predicated on the completion of the recapitalization
and subject to Moody's review of final documentation.

The recapitalization plan would use proceeds from a proposed $390
million first lien term loan due 2017 and roughly $100 million of
cash to repay DSWA's existing $180 million term loan B due October
2012 (Ba3) and $300 million Holdco term loan due April 2012 (not
rated). The plan would also include the exchange of roughly $421
million Group PIK Notes due March 2012 (not rated) into $421
million Participating Perpetual Preferred Equity and result in
preferred equity holders obtaining a 55% common equity interest.
In addition, the recapitalization would include a proposed $75
million first lien delayed draw term loan due 2017, the proceeds
of which are expected to be used to finance the potential
acquisition of a provider of brewed beverages and related products
to offices, restaurants and foodservice organizations
("CoffeeCo").

These ratings have been assigned to DS Waters of America (NEW):

Corporate Family Rating at B1;

Probability of Default Rating at B1;

B1 (LGD4, 55%) to the $390 million first lien secured term loan
due 2017; and

B1 (LGD4, 55%) to the $75 million first lien delayed draw term
loan due 2017.

Moody's will treat the exchange of the Group PIK Notes for
preferred and common equity as a distressed exchange in accordance
with Moody's Definition of Default. It is Moody's view that the
exchange constitutes default avoidance given the imminent maturity
of the existing Group PIK Notes in March 2012.

Accordingly, Moody's has lowered the existing PDR to Ca from B3 to
reflect the heightened probability of default. All other ratings
at the existing DS Waters of America, Inc. entity have been
affirmed.

At close, Moody's will assign an "/LD" modifier to the existing
PDR to designate the limited default and will withdraw all ratings
on the existing DS Waters of America, Inc. entity shortly
thereafter.

RATINGS RATIONALE

"The proposed recapitalization is expected to substantially
improve DSWA's capital structure which is supportive of the B1
CFR, both by lowering its leverage and by extending its maturity
profile," stated Moody's Analyst Brian Grieser. With a more
flexible capital structure in place, Moody's anticipates that DSWA
will accelerate its acquisition strategy beginning with its plans
to acquire CoffeeCo, which would be the largest acquisition in
DSWA's history. The pending acquisition is expected to create one
of the larger players in the niche US office coffee service market
and enable DSWA to expand its filtration business. Moody's expects
that DSWA's free cash flow will support the company's acquisition
strategy while maintaining balance sheet leverage below 4.0x,
before inclusion of Moody's adjustment for preferred stock.

Although Moody's expects modest earnings growth in 2012, driven by
improving customer and order trends as well as profits from
acquired businesses, the ratings are constrained by the risk that
a weak economy will continue to pressure pricing and margins.
Moody's also expects DSWA's exposure to diesel fuel and resin
costs to remain a pressure on margins given the company's limited
ability to pass through commodity price increases. The company has
reported minimal sales growth and declining EBITDA over the last
few years. Further, ongoing restructuring and integration costs
along with high capital investment requirements will limit cash
flow expansion over the near term. The ratings are also
constrained by DSWA's growth strategy being tied to acquisitions
and further penetration into markets where it has not historically
held a market dominant position, such as retail, coffee and
filtration.

The B1 corporate family rating reflects DSWA's improved leverage
following the restructuring, consistent free cash generation,
leading market position in the fragmented US home and office
delivery (HOD) market, high barriers to new competition, its
portfolio of regional brands and a good liquidity profile. DSWA's
market position continues to improve given its ability to
consolidate local players and increase its route density which is
critical in an industry with limited pricing power. Despite rising
commodity costs weighing on earnings, DSWA has held EBITDA margins
above 16% and continues to generate free cash flow.

The B1 rating on the proposed $465 million first lien secured
credit facility reflects its first priority lien on all property
and assets (excluding current assets and certain real estate) and
a second priority lien on all current assets and certain real
estate. Further, the proposed term loan facility will account for
the majority of the prospective capital structure. DSWA's unrated
$70 million asset-based credit facility due 2017 will have a first
lien priority interest on the accounts receivable, inventory and
selected real estate and second lien on all other assets.

Ratings pressure could arise if the company executes any large
acquisitions prior to the integration of the CoffeeCo acquisition.
Further, if revenues decline or margins continue to erode such
that leverage exceeds 4.5x (before inclusion of Moody's adjustment
for preferred stock), the ratings could be downgraded. The ratings
also incorporate Moody's expectation that the term loan facility
will meaningfully restrict dividends from DSWA to its parent
entities. Therefore, any dividends prior to a material improvement
in the company's financial performance will negatively impact the
ratings.

Following completion of the recapitalization, Moody's does not
anticipate near term improvement in the ratings. Over the medium
term, the ratings could be upgraded if the company records steady
revenue and organic EBITDA growth over a period of 1 to 2 years
and Moody's comes to expect that the company's financial policies
will be consistent with debt-to-EBITDA being maintained below 3.0
(before inclusion of Moody's adjustment for preferred stock).

The principal methodology used in rating DSWA was the Global Soft
Beverage 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.

DSWA, headquartered in Atlanta, Georgia, is a provider of bottled
water and related services delivered directly to residential and
commercial customers in the U.S. (operates in 43 states). Its core
business is the bottling and direct delivery of drinking water in
3 and 5 gallon bottles to homes and offices and the rental of
water dispensers. The company also sells water in smaller bottles,
cups, coffee, flavored beverages and powdered sticks, and sells
water filtration devices. Proforma for the restructuring, DSWA
will be owned by Kelso and Co (33%), preferred equity holders
(55%), consisting primarily of Glenview Capital Management,
GoldenTree Asset Management and Solar Capital, and management
(12%). Revenues for 2011 were roughly $765 million.


EASTMAN KODAK: Proposes $950-Mil. of DIP Financing
--------------------------------------------------
Eastman Kodak Company and its debtor affiliates seek authority
from Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York to obtain postpetition financing
facilities totaling $950 million on a senior secured, priming,
superpriority basis.

The DIP Facility is composed of:

  -- up to $700 million senior secured non-amortizing term loan
     facility, with $450 million available at the Effective Date
     and an additional $250 million that will be available upon
     entry of the Final DIP Order;

  -- up to $250 million senior secured non-amortized asset-based
     revolving credit facility, which provides that $25 million
     will be available to fund only non-debtor affiliate Kodak
     Canada.  The Revolving Credit Facility will include a
     subfacility for letters of credit in the aggregate amount
     of $200 million.

On the interim, the Debtors seek authority to borrow not more than
$450 million under the U.S. Term Facility and $225 million under
the U.S. Revolving Credit Facility, with an additional
$25 million under the Canadian Revolving Facility.

Borrowers under the DIP Facility are Eastman Kodak Company and
Kodak Canada, Inc., only with respect to the Canadian Revolving
Facility.  Each of the Debtors is a guarantor.  Citicorp North
America, Inc., is administrative agent, collateral agent, and
syndication agent.  The sole lead arranger and bookrunner is
Citigroup Global Markets Inc.  The Lenders are an affiliate of the
Arranger and other financial institutions.

Proceeds of the DIP Facility will be used to refinance the
Debtors' Prepetition First Lien Debt; pay vendors and suppliers
while minimizing disruption to day-to-day operations; fund
restructuring costs and necessary capital expenditures; and
satisfy working capital requirements.

Counsel for the Debtors, Andrew G. Dietderich, Esq., at Sullivan &
Cromwell LLP, in New York, says in court papers that it is
essential that the Debtors obtain immediate access to the DIP
Facility pointing out several key drivers for the Debtors' near-
term liquidity issues, including substantially higher than normal
commodity prices and revenue declines; poor investment performance
and declining interest rates; delay in cash flow from the
licensing and sale of intellectual property; and negative
publicity and other external issues.

The DIP Facility contemplates the payment of fees and
reimbursement of expenses to professionals of the Agent, the
Issuing Bank, and in certain circumstances, any Lender.  The DIP
Facility also includes various commitment fees and letter of
credit fees.

The DIP Facility includes priming liens granted pursuant to
Section 364(d)(1) of the Bankruptcy Code that prime the Existing
Second Lien Debt.  The Debtors will also provide adequate
protection to the Prepetition First Lien Secured Lenders by
deeming certain prepetition letters of credit to be issued
pursuant to, and secured under, the DIP Agreement, or backstopping
those letters of credit by depositing cash collateral or issuing
new letters of credit issued under the DIP Agreement.  The
Prepetition Second Lien Noteholders will receive adequate
protection in the form of administrative claims and adequate
protection liens.

A Carve-Out will apply to U.S. Trustee fees and applicable
interest, professional fees of the Debtors and the official
committee of unsecured creditors incurred prior to the occurrence
of an Event of Default; and professional fees of the Debtors and
the official committee of unsecured creditors incurred after an
Event of Default of up to $10 million.  Cash or other amounts on
deposit in the Letter of Credit Cash Deposit Account will not be
subject to the Carve-Out.

The DIP Facility imposes certain limitations on asset dispositions
and investments made by the Company in its Subsidiaries that are
not Loan Parties under the DIP Facility, with the exception of
Kodak Canada, to which the limitations do not apply, in amounts
exceeding $100 million at any time outstanding.  The aggregate
amount of the investments made during any fiscal quarter cannot
exceed $25 million and no investment is permitted to be made if at
the time of their making any default under the DIP Facility exists
or would result therefrom.

The DIP Facility enumerates a number of Events of Default,
including, but not limited to (a) failure to pay principal,
interest or any other amount when due under the DIP Facility, (b)
postpetition judgments, subject to certain provisos, in excess of
$25 million, (c) certain changes to the ownership or control of
the Company, (d) the entry of an order appointing a Chapter 7 or
Chapter 11 trustee, (e) reversing, amending, supplementing,
staying for a period of five days or more, vacating or otherwise
amending the Interim Order or the Final Order in a fashion not
satisfactory to the Agent, and (f) the occurrence of certain
actions or events in respect of pension-related proceedings in the
United Kingdom that would reasonably be expected to have a
Material Adverse Effect.

The Debtors may prepay in full or in part, without premium or
penalty the Loans; provided that each partial prepayment will be
in an aggregate amount of $10 million, or $5 million in the case
of the Canadian Revolving Credit Facility, or multiples of
$1 million in excess thereof.

                        Milestones/Deadlines

The DIP Agreement provides for these milestones or deadlines:

  June 30, 2012     -- Filing of a bidding procedures motion
                       under Section 363 of the Bankruptcy Code
                       relating to the sale of the Digital
                       Imaging Patent Portfolio

  Jan. 15, 2013     -- Delivery to the Administrative Agent
                       drafts of (i) a plan of reorganization in
                       that provides for the termination of the
                       unused commitments and the payment in
                       full in cash of the Loan Parties'
                       obligations under the DIP Facility, and
                       (ii) a disclosure statement with respect
                       to the plan

  Feb. 15, 2013     -- Filing with the Bankruptcy Court an
                       Acceptable Reorganization Plan and a
                       disclosure statement

A draft pro forma 13-week cash flow projections for the Debtors is
available for free at:

      http://bankrupt.com/misc/EastmanKodak13WkBudget.pdf

CNAI, as DIP Agent, is represented by:

        Marshall S. Huebner, Esq.
        Brian S. Resnick, Esq.
        DAVIS POLK & WARDWELL LLP
        450 Lexington Avenue
        New York, NY 10017
        Tel: (212) 450-4000
        Fax: (212) 701-5800
        E-mail: marshall.huebner@davispolk.com
                brian.resnick@davispolk.com

                           Apple Objects

Apple Inc. told Judge Gropper that it does not oppose Kodak's
acquisition of postpetition financing as a general matter, but
opposes Kodak's request to grant security interests in and liens
on patents that Kodak does not own.

Apple pointed out that Kodak's assets that will secure its
financing will include certain patents that are subject to ongoing
patent ownership and patent infringement disputes between Kodak
and Apple.  Central to these disputes is Apple's belief that it is
the rightful owner of the U.S. Patent No. 6,292,218 and
potentially other patents in Kodak's digital imaging portfolio.
The disputes are the subject of ongoing actions pending in the
U.S. International Trade Commission and the United States District
Court for the Western District of New York.

Apple asks that any order approving the proposed financing contain
clarifying language that no security interests or liens will
attach to patents to which Apple is the owner and has claimed
ownership unless and until there is a judicial determination
resolving the ownership dispute between Apple and Kodak.

Apple is represented by:

        James H.M. Sprayregen, P.C., Esq.
        Paul M. Basta, Esq.
        Brian S. Lennon, Esq.
        KIRKLAND & ELLIS LLP
        601 Lexington Avenue
        New York, NY 10022
        Tel: (212) 446-4800
        Fax: (212) 446-4900
        E-mail: james.sprayregen@kirkland.com
                paul.basta@kirkland.com
                brian.lennon@kirkland.com

           -- and --

        David R. Seligman P.C., Esq.
        KIRKLAND & ELLIS LLP
        300 North LaSalle
        Chicago, IL 60654
        Tel: (312) 862-2000
        Fax: (312) 862-2200
        E-mail: david.seligman@kirkland.com

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Proposes to Continue Using Cash Collateral
---------------------------------------------------------
On the Petition Date, Eastman Kodak's outstanding secured funded
debt was $946 million.  This consists of (a) approximately $100
million of loans outstanding under the first lien revolving credit
facility plus an additional $96 million in face amount of
outstanding letters of credit, and (b) $750 million in principal
amount of second lien secured notes.

The Debtors seek authority from Judge Allan Gropper to use the
funds on deposit with any Prepetition Secured Creditor as of the
Petition
Date, any proceeds of prepetition collateral and any other cash
collateral of the Prepetition Secured Creditors within the meaning
of section 363(a) of the Bankruptcy Code.

As of the Petition Date, the Debtors' Cash Collateral totaled
approximately $56.7 million.

The Prepetition Secured Creditors will be granted adequate
protection.  The Existing Second Lien Debt holders whose liens
will be primed and whose cash collateral will be authorized for
use by the Loan Parties, will be entitled to receive as adequate
protection (i) liens on the Collateral that are junior to the
liens securing the DIP Facility, the adequate protection liens,
and other liens of the Prepetition First Lien Secured Lien
Lenders; and (ii) administrative claims as provided for in Section
507(b) of the Bankruptcy Code, junior to the DIP Superpriority
Claims.

A draft pro forma 13-week cash flow projections for the Debtors is
available for free at:

       http://bankrupt.com/misc/EastmanKodak13WkBudget.pdf

Bank of America, N.A., as prepetition first lien agent, is
represented by:

        Fredric Sosnick, Esq.
        Susan A. Fennessey, Esq.
        SHEARMAN & STERLING LLP
        599 Lexington Avenue
        New York, NY 10022
        Tel: (212) 848-4000
        Fax: (212) 848-7179
        E-mail: fsosnick@shearman.com
                sfennessey@shearman.com

Certain holders of the (i) 9.75% Senior Secured Notes due March 1,
2018, issued pursuant to that certain Indenture dated March 5,
2010, as amended, supplemented or otherwise modified from time to
time, by and among Eastman Kodak Company, as issuer, the
guarantors, and Bank of New York Mellon, as indenture trustee and
(ii) 10.625% Secured Notes due March 15, 2019, issued pursuant to
that certain Indenture dated March 15, 2011, as amended,
supplemented or otherwise modified from time to time, by and among
EK, as issuer, the guarantors, and Bank of New York Mellon, as
indenture trustee, are represented by:

        Michael S. Stamer, Esq.
        David H. Botter, Esq.
        Abid Qureshi, Esq.
        Alexis Freeman, Esq.
        Rachel Ehrlich Albanese, Esq.
        AKIN GUMP STRAUSS HAUER & FELD LLP
        One Bryant Park
        New York, NY 10036
        Tel: (212) 872-1000
        Fax: (212) 872-1002
        E-mail: mstamer@akingump.com
                dbotter@akingump.com
                aqureshi@akingump.com
                afreeman@akingump.com

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Schedules Deadline Extended to March 19
------------------------------------------------------
At the behest of Eastman Kodak Company and its debtor affiliates,
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extended the time for the Debtors to
file their schedules of assets and liabilities, statements of
financial affairs, schedules of executory contracts and unexpired
leases to March 19, 2012.

Andrew G. Dietderich, Esq. at Sullivan & Cromwell LLP, in New
York, told the Court that the Debtors require extra time to
prepare and file their Schedules and Statements given the scope
and complexity of their businesses, coupled with the limited time
and resources available to them to compile the required
information.

Mr. Dietderich added that focusing the attention of the Debtors'
key accounting and legal personnel on critical operational and
Chapter 11 compliance issues during the early days of their
Chapter 11 cases will help the Debtors make a smoother transition
into Chapter 11 and, therefore, ultimately will maximize the value
of their estates for the benefit of creditors and all parties-in-
interest.

                     Rule 2015.3 Reports

The Debtors also sought and obtained a Court ruling extending the
time for them to file reports of financial information with
respect to entities in which their estates hold a controlling or
substantial interest pursuant to Rule 2015.3 of the Federal Rules
of Bankruptcy Procedure until 45 days after the meeting of
creditors pursuant to Section 341 of the Bankruptcy Code will be
held.

The extended filing deadline will enable the Debtors to work with
their financial advisors and the U.S. Trustee to determine the
appropriate nature and scope of the 2015.3 Reports and any
proposed modifications to the reporting requirements established
by Rule 2015, Mr. Dietderich said.

Moreover, the Debtors sought and obtained Court authority to waive
the requirements (i) under Rule 1007(a)(3) of the Federal Rules of
Bankruptcy Procedure to file the Equity Holders List, and (ii)
under Rule 2002(d) to give the Notice of Commencement to all of
the Debtors' equity security holders.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Trustee for UK-Kodak Pension Expected to File Claim
------------------------------------------------------------------
Eastman Kodak Co. and its affiliates said in court papers
accompanying their Chapter 11 filing that they expect KPP Trustees
Limited, the trustee for the Kodak pension plan in the United
Kingdom, to have a significant general unsecured claim against
Eastman Kodak Company by virtue of a Guaranty Agreement, effective
October 9, 2007, among EKC, the Trustee and EKC's U.K. subsidiary,
Kodak Limited.

The Guarantee is governed by English law and on its face, among
other things, and subject to certain terms and conditions,
guarantees the ability of Kodak Limited to contribute to the Plan
(i) the minimum amount of assets necessary so that the Plan will
have sufficient assets to make member benefit payments as they are
immediately due and payable if the Plan would not otherwise have
sufficient assets needed to make such benefit payments; and (ii)
that the Plan will achieve a "Full Funding status" by December 31,
2022.

The Debtors said they have not determined a valuation of the
Trustee's potential claim in connection with the Guarantee.

As part of the preparation for the Chapter 11 proceedings,
representatives of the Debtors traveled to London to meet with the
Board of Directors of the Trustee and the Pension Regulator of the
United Kingdom.  The meetings occurred on January 11 and 12, 2012.
At these meetings, representatives of the Debtors discussed
confidentially the prospect of these proceedings and their intent
that only the U.S. entities of the Kodak group file for Chapter
11, and that non-U.S. companies continue to conduct operations in
the ordinary course of business.  The Debtors' representatives
discussed their plans to ensure for adequate funding for European
operations during these proceedings.  The representatives also
informed the Trustee and the Pension Regulator of the Debtors'
view that ordinary course operations around the world, and the
absence of non-U.S. insolvency proceedings, are in the best
interest of the Trustee and critical to maximizing value for all
stakeholders of the Debtors, including the Trustee.  The Debtors
said they intend to work collaboratively with the Trustee and have
invited them to take an active role in the Chapter 11 proceedings.

KPP Trustees Limited is represented by:

        Christopher R. Donoho III, Esq.
        HOGAN LOVELLS US LLP
        875 Third Avenue
        New York, NY 10022
        Tel: (212) 918-3000
        Fax: (212) 918-3100
        E-mail: chris.donoho@hoganlovells.com

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Meeting to Form Creditors' Panel on Jan. 25
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Jan. 12, 2012, at 9:30 a.m. in
the bankruptcy case of Eastman Kodak Company, et al.  The meeting
will be held at:

   Andaz Wall Street Hotel
   75 Wall Street
   New York, NY 10005

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

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

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


EASTMAN KODAK: Moody's Cuts Probability of Default Rating to 'D'
----------------------------------------------------------------
Moody's Investors Service lowered Eastman Kodak's Probability of
Default Rating to D from Caa3. The downgrade was prompted by the
company's January 19, 2012 announcement that it voluntarily filed
for relief under Chapter 11 of the United States Bankruptcy Code.

This rating was downgraded and will be withdrawn:

Probability of Default Rating downgraded to D from Caa3

The following ratings have been affirmed and will be withdrawn:

Corporate Family Rating at Caa3

$500 million Senior Secured Notes due 2018, at Caa1; LGD2, 12%;

$250 million Senior Secured Notes due 2019, at Caa1; LGD2, 12%;

$3 million Senior Unsecured Notes due 2018, at Ca; LGD4, 54%;

$10 million Senior Unsecured Notes due 2021, at Ca; LGD4, 54%;

$250 million Senior Unsecured Global Notes due 2013, at Ca; LGD4,
54%;

Speculative Grade Liquidity rating at SGL - 4

The LGD rates on both secured and unsecured instruments have been
revised to reflect Moody's expectations of a higher than average
expected firm wide recovery rate.

RATINGS RATIONALE

The downgrade follows the announcement that Eastman Kodak and its
U.S. subsidiaries commenced voluntary cases under Chapter 11 of
the United States Bankruptcy Code. Subsequent to the actions,
Moody's will withdraw the ratings because Eastman Kodak has
entered bankruptcy.

The principal methodology used in rating Eastman Kodak was the
Global Technology Hardware Industry Methodology published in
September 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.

Eastman Kodak Company, headquartered in Rochester, N.Y., provides
imaging technology products and services to the photographic,
graphic arts commercial printing, consumer digital, and
entertainment imaging market. Kodak reported $6.2 billion in
revenue for the twelve months ended September 2011.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Court OKs $650-Mil. of Loans on Interim
------------------------------------------------------
Eastman Kodak Company disclosed that Judge Allan L. Gropper of the
U.S. Bankruptcy Court for the Southern District of New York has
approved initial availability of $650 million in interim Debtor-
in-Possession (DIP) financing by Citigroup.  Kodak will use these
funds, among other things, to pay vendors and other suppliers for
all post-petition goods and services, and to operate its day-to-
day business activities.  The Judge set Feb. 15, 2012 as the date
of a hearing to issue the final order regarding first day motions.

As announced earlier, Eastman Kodak Company and its U.S.
subsidiaries filed to reorganize its U.S. business under Chapter
11 in the U.S. Bankruptcy Court for the Southern District of New
York. Non-U.S. subsidiaries were not part of the filing.  The
interim DIP approved as part of the first day motions represents
the first portion of the fully-committed, $950 million debtor-in-
possession credit facility that it obtained from Citigroup to
enhance liquidity and working capital.

Kodak also reported that the Court has approved additional "First
Day Motions" which assures that ongoing business will not be
disrupted.  In this regard, Kodak received authorization from the
Court to:

-- pay U.S. employees in the usual manner and to continue their
   healthcare and other benefits programs without disruption

-- pay certain prepetition wages and reimbursable U.S. employee
   expenses

-- maintain and administer customer programs and honor prepetition
   obligations to customers including all pending orders,
   warrantees, and other customer programs

-- continue to use existing cash management systems and maintain
   existing bank accounts

Antonio M. Perez, Chairman and Chief Executive Officer, stated,
"The Court's immediate approval of these critical first day
motions is an important first step, enabling us to continue to
operate our U.S. business in ordinary course, and putting us on
the right path to a successful reorganization."

                      About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Brighton Securities Lists 5 Things You Need to Know
------------------------------------------------------------------
Brighton Securities, a financial services firm in Rochester, NY
established a Kodak hotline, community meetings and is answering
questions live on social media as Rochester takes a psychological
blow from Kodak filing Chapter 11.

"Kodak is a company in our backyard," said George Conboy,
president of Brighton Securities and expert on local, national,
economic and business analysis.  "Of the thousands of people
impacted, there are nearly 25,000 Kodak retirees in the Greater
Rochester area alone.  People need to know what this means for
them and our firm is answering the call.  Brighton Securities is
holding Community Resource Meetings for Kodak employees and
retirees, helping to provide clear information at a time when
rumor, half-truth, and urban legend have circulated throughout the
community.

Brighton Securities lists the top five things you need to know
about Kodak now:

SIP is seeing a major change.  Effective Feb. 1, 2012, the Fixed
Income Fund will change to a pure fixed-income fund.  The
difference with the new fund is that it will no longer carry the
insurance "wrapper" designed to keep the value stable.  With this
material change, it may be time for participants to review all of
their options for their SIP balance.

KRIP (Kodak Retirement Income Plan) will now be subject to a PBGC
(Pension Benefit Guarantee Corporation) audit as a routine
consequence of the bankruptcy filing.  This will likely take 2-3
months, and employees who terminate during that time will not have
access to a lump-sum settlement option, though monthly pension
payments would still be available and are secure.  After the audit
is complete the plan may be able to resume lump-sum settlements if
the PBGC determines that the plan is adequately funded.

Uncertainty about some aspects of retiree health insurance has
cleared a bit.  Some retirees pay their health insurance share to
Kodak in advance.  We had advised that retirees pay month-to-month
to avoid ending up as an unsecured creditor.  That concern has
passed, and there should be no problem paying a few months ahead
for those people who want the convenience of not writing a small
check every month.

Employees will keep their jobs and benefits - for now. Kodak will
try to sell businesses (consumer is high on the list) but even if
sold a lot of jobs will remain.

Bankruptcy means reorganization for Kodak - not liquidation.  The
company will try to sell its patents and some business units with
a plan to slim down and emerge a smaller and more profitable
company. Estimated time in bankruptcy: about 18 months.

As Kodak prepares to release its fourth quarter earnings on
Jan. 26, Conboy will be available to answer questions and provide
commentary and analysis.

                   About Brighton Securities

Brighton Securities -- http://www.brightonsecurities.com-- is an
independently owned full-service financial firm headquartered in
Rochester, N.Y. with a satellite office in Batavia, N.Y.

                      About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EUROCLASS MOTORS: Has Until Jan. 30 to Propose Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico,
extended Euroclass Motors, Inc.'s exclusive periods to file and
solicit acceptances for the proposed Plan of Reorganization until
Jan. 30, 2012, and May 3, respectively.

The extension will enable the Debtor to reconcile its claims and
complete the negotiations to extend and renew its financing
agreement with Reliable Holding Company, negotiations which will
assist in the feasibility of the Plan.

The Court ordered that it is the final extension of its
exclusivity period.

                      About Euroclass Motors

San Juan, Puerto Rico-based Euroclass Motors, Inc. filed for
Chapter 11 protection (Bankr. D. P.R. Case No. 11-05772) on
July 6, 2011.  Ramon Vega Diaz, president of the Debtor, filed the
petition.  The Chapter 11 case of Euroclass Motors, Inc., has been
reassigned to the Hon. Mildred Caban Flores.  The Debtor estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.

Charles Alfred Cuprill, at Charles A Cuprill, PSC Law Office, in
San Juan, Puerto Rico, represents the Debtor in this case.

Affiliate Autos Vega, Inc., is a car dealership engaged in the
sales of new and used cars and trucks car parts, accessories and
providing vehicle repair and maintenance, based in San Juan,
Puerto Rico.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 11-05773) on July 6, 2011.
The Debtor disclosed $22,959,296 in assets and $34,224,323 in
liabilities.


EVERGREEN SOLAR: Lenders Claim $70.3MM Decline in Collateral Value
------------------------------------------------------------------
Certain unaffiliated holders of the 13% Convertible Senior Secured
Notes due 2015, ask the U.S. Bankruptcy Court for the District of
Delaware to determine that the value of the prepetition secured
parties' adequate protection claims and liens as of the valuation
date is $70.33 million.

As set forth in the D&P Report (Expert Report of Brian J. Cullen
and W. Christopher Bakewell, at 11), the aggregate diminution in
value of the Prepetition Secured Parties' collateral since the
Petition Date is $70.334 million.

According to the Prepetition Secured Parties, during the course of
the Chapter 11 case, diminution in value has occurred because:

   1. the costs of Chapter 11 have placed an enormous burden on
   the Prepetition Secured Parties' prepetition collateral.  The
   Debtor's cash collateral budget demonstrates that the Debtor
   is, and has been, burning cash each and every day, for a total
   postpetition expenditure of approximately $20.613 million.

   2. the value of the Prepetition Secured Parties' non-cash
   collateral has decreased significantly during the chapter 11
   case.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.


EVERGREEN SOLAR: Has Preliminary Settlement on Contested Claims
---------------------------------------------------------------
Representatives of Evergreen Solar, Inc., attended a mediation
session with representatives of the Official Committee of
Unsecured Creditors of Evergreen Solar, Inc., certain unaffiliated
holders of its 13% Convertible Senior Secured Notes due 2015, and
U.S. Bank National Association, as the indenture trustee for the
Secured Notes, seeking to settle certain contested matters and
litigation including (i) the Motion of the Official Committee of
Unsecured Creditors of Evergreen Solar, Inc., for an Order
Pursuant to 11 U.S.C. Sections 105, 349, and 1112, and Fed. R.
Bankr. P. 1017 and 2016 Dismissing Chapter 11 Case or Converting
the Chapter 11 Case to a Chapter 7 Case and Granting Related
Relief; (ii) the Motion of the Supporting Noteholders to Determine
the Value of Adequate Protection Claims and Liens Granted Pursuant
to the Cash Collateral Order; (iii) the Adversary Complaint for
Declaratory Judgment, Avoidance of Liens and Disallowance of
Claims; and (iv) the Indenture Trustee's Motion to Dismiss Claims
Relating to Certain Foreign Intellectual Property of the Company.

In connection therewith, the parties reached a preliminary, high-
level framework for resolution of the Litigation and all other
claims and causes of action among the parties, in each case
subject in all respects to further discussion of relevant points
and implementation mechanisms, as well as definitive
documentation.  Until such time as such further matters and
definitive documentation are concluded, no agreement has been
reached.  In addition, any agreement would be subject to approval
by the United States Bankruptcy Court for the District of
Delaware.

Pursuant to the preliminary framework:

1. The Indenture Trustee and the Supporting Noteholders would
agree that the following assets will be available for distribution
to administrative, priority and unsecured creditors: (i) amounts
necessary to fund (a) professional fees to be paid consistent with
the carve-out contained in the cash collateral order and (b) that
certain wind-down budget filed with the Bankruptcy Court on
Dec. 14, 2011, (ii) an additional $1.1 million of cash to be used
to pay administrative and priority claims, including professional
fees; (iii) an additional $200,000 carve-out for Company
professionals' reasonable fees and expenses related to selling
certain assets located in Devens, Massachusetts ($100,000 of which
would be paid only from the proceeds of the sale of the Devens
real estate, subject to certain conditions), as well as such
assets; (iv) director and officer insurance claims, if any, and
(v) certain other types of assets to be agreed, if any.

2. The Company, the Indenture Trustee and the Supporting
Noteholders would agree that the following assets will be
available for distribution solely to general unsecured creditors
(i) 3.25 million shares of Ordinary Shares of China Private Equity
Investment Holdings Limited received in connection with the
Company's sale of its core assets; (ii) two causes of action; and
(iii) $50,000 to administer such assets.

3. The parties would agree that on the effective date of the
settlement, substantially all of the Company's assets other than
the assets described in paragraphs 1 and 2 would be transferred to
the Indenture Trustee for the benefit of the holders of the
Secured Notes.  To the extent the Company later identifies or
receives additional assets, the Company would notify the Indenture
Trustee of its right to take possession and if so requested,
transfer the assets to the Indenture Trustee.  The Company would
also agree to take all reasonably feasible steps to close the sale
of the Devens, Massachusetts assets and pay the net proceeds to
the Indenture Trustee immediately upon closing.

4. The parties would agree to waive and not pursue potential pre-
bankruptcy preferential transfers to unsecured creditors if the
amount of the transfer was less than $60,000.

5. The parties would agree that the Company would pursue
confirmation and consummation of a chapter 11 plan of liquidation
to the extent reasonably feasible consistent with the settlement.
The parties would also stipulate to the validity and amount of the
Indenture Trustee's deficiency claim.  The Indenture Trustee's
deficiency claim would not share in any distributions to unsecured
creditors until other allowed unsecured claims have recovered 1%.

                      About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.


FERTITTA MORTON: Moody's Assigns 'B2' Rating to Term Loan
---------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Fertitta
Morton's Restaurants, Inc.'s (Fertitta Morton's) proposed $190
million guaranteed senior secured term loan and $15 million
revolving credit facility. Moody's also assigned Fertitta Morton's
a B3 Corporate Family Rating (CFR) and Caa1 Probability of Default
Rating (PDR). The rating outlook is stable.

RATINGS RATIONALE

Proceeds from the proposed term loan and revolver will be used by
Fertitta Morton's to fund the acquisition of Morton's Restaurant
Group, Inc., re-finance the existing debt of Claim Jumper
Restaurants, Inc. and the merger of these two restaurant concepts
as wholly owned subsidiaries of Fertitta Morton's. Ratings are
subject to final documentation. This is the first time Moody's
rates this debt for Fertitta Morton's.

Ratings assigned are:

Corporate Family Rating at B3

Probability of Default Rating at Caa1

$15 million guaranteed senior secured 1st lien revolver due 2016
at B2 (LGD 2, 28%)

$190 million guaranteed senior secured 1st lien term loan due 2017
at B2 (LGD 2, 28%)

The rating outlook is stable

The B3 Corporate Family Rating of Fertitta Morton's reflects its
high pro forma leverage of about 6.5 times (before realization of
any cost synergies) and the uncertainty as to the timing and
extent to which proposed synergies and cost saving can be
realized. The ratings also reflect the company's modest scale
versus some of its peers, the weak same store sales performance of
its Claim Jumper concept, and Moody's expectation that
historically high unemployment and high levels of promotional
activities by competitors will continue to pressure operating
performance. The ratings are supported by the high level of brand
awareness of Morton's Restaurants, the company's good liquidity,
and an expectation that some level of costs savings will be
realized through its management agreement with Landry's Inc.

The stable rating outlook reflects Moody's view that debt
protection metrics will gradually improve over the next twelve
months as operating earnings benefit from the realization of a
certain level of cost savings, despite soft consumer spending. The
outlook also reflects Moody's expectation that the company will
maintain good liquidity.

Factors that could result in an upgrade would include a permanent
strengthening of debt protection metrics driven by a sustained
improvement in operating earnings. Specifically, a higher rating
would require debt to EBITDA of below 5.75 times and EBITA
coverage of gross interest of over 1.5 times. An upgrade would
also require good liquidity.

An inability to strengthen debt protection metrics from current
levels over the next twelve to eighteen months could result in
downward rating pressure. Specifically, a downgrade could occur if
the company is unable to reduce Debt to EBITDA towards 6.0 times
and improve EBITA to interest coverage to over 1.15 times. A
deterioration in liquidity could also result in a downgrade. As of
the close of the transaction and before realization of any cost
synergies, pro forma leverage is expected to be about 6.5 times.

The principal methodology used in rating Fertitta Morton's
Restaurants, Inc. was the Global Restaurant Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Fertitta Morton's Restaurants, Inc. will be the owner operator of
two restaurant concepts, Morton's Steakhouse and Claim Jumper
Restaurant. Pro forma annual revenues are expected to be
approximately $450 million in fiscal year 2011.


FILENE'S BASEMENT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Filene's Basement LLC has 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
B. Personal Property                $90,093,167
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $33,220,760
E. Creditors Holding
   Unsecured Priority Claims
F. Creditors Holding
   Unsecured Non-priority Claims                     $50,587,775
                                    -----------      -----------
      TOTAL                         $90,093,167      $83,808,536

Copies of the Company's schedules of assets and liabilities and
statement of financial affairs are available for free at:

     http://bankrupt.com/misc/FILENES_BASEMENT_Schedules.pdf
       http://bankrupt.com/misc/FILENES_BASEMENT_SOFA.pdf

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Syms Files Schedules of Assets & Liabilities
---------------------------------------------------------------
Syms Corp. has 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                    $63,250,083
B. Personal Property               $139,314,750
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $33,220,760
E. Creditors Holding
   Unsecured Priority Claims
F. Creditors Holding
   Unsecured Non-priority Claims                     $35,122,944
                                    -----------      -----------
      TOTAL                        $202,564,833      $68,343,704

Copies of the Company's schedules of assets and liabilities and
statement of financial affairs are available for free at:

  http://bankrupt.com/misc/FILENES_BASEMENT_Syms_Schedules.pdf
     http://bankrupt.com/misc/FILENES_BASEMENT_Syms_SOFA.pdf

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Committee Retains Abacus as Consultants
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Filene's
Basement, LLC and its Debtor affiliates seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to retain
Abacus Advisors Group LLC as real estate and liquidation
consultants to the Committee, nunc pro tunc to December 8, 2011.

As consultants, Abacus will, among other things:

   -- monitor the conduct and results of store closing sales, and
      the expense budgets and actual expenses associated with
      selling the Debtors' inventory and furniture, fixtures, and
      equipment;

   -- assist with any negotiations with various parties-in-
      interest to ensure maximum recoveries, minimum expenses,
      and a swift conclusion to the store closing sale process;

   -- identify additional proposed purchasers of select business
      operations and assets; and

   -- review and supplement, if appropriate, the information
      package distributed to potential purchasers of any of the
      Debtors' assets, and review all proposals that have been or
      will be received by the Debtors for the purchase of their
      business and assets.

The firm's hourly rates are:

      Classification           Rates
      --------------           -----
      Managing Directors    $550 - $700
      Executive Managers    $400 - $500
      Associates            $300 - $375
      Clerical Staff        $150 - $250

Alan Cohen, Chairman of Abacus assures the Court that the firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

A hearing will be held on February 8, 2012, to consider the
application.  Objections are due on February 1.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Equity Committee Retains RCS as Consultant
-------------------------------------------------------------
The Official Committee of Syms Corp. Equity Security Holders in
the Chapter 11 bankruptcy cases of Filene's Basement, LLC and its
Debtor affiliates seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Retail Consulting Services,
Inc., doing business as RCS Real Estate Advisors, as its real
estate consultant, nunc pro tunc to December 7, 2011.

Upon retention, RCS will, among other things:

   -- assist the Equity Committee in evaluating and analyzing
      real estate issues and opportunities related to Syms's
      owned and the Debtors' leased properties;

   -- with respect to Syms's owned properties, monitor the
      activities of Cushman & Wakefield Securities, Inc., as Real
      Estate Financial Advisor and Cushman & Wakefield, Inc., as
      Real Estate Broker, to the extent retained by the Debtors;

   -- with respect to Syms's owned properties, review and
      supplement existing appraisal methodologies; and

   -- with respect to Syms's owned properties, review and
      supplement the potential investor list.

The firm's hourly rates are:

      Personnel                    Rate
      ---------                    ----
      President and CEO            $750
      Senior Vice President        $600
      Vice President               $500
      Paralegal/Admin. Assistant   $100

Pursuant to the parties' Engagement Letter, RCS's total
compensation, not including reimbursement of expenses, will be
capped at $150,000.

Ivan L. Friedman, President and CEO of RCS, attests that his firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Allowed to Hire BDO USA as Accountants
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Filene's Basement, LLC and its debtor-affiliates to employ BDO
USA, LLP, as their accountants and auditors, nunc pro tunc to
Nov. 7, 2011.

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Court OKs Hilco as Real Estate Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Filene's Basement, LLC and its Debtor affiliates to employ Hilco
Real Estate, LLC, as real property lease consultant, nunc pro tunc
to the Petition Date.

The Court also approved Hilco's fee structure, expense
reimbursements and indemnification provisions as set forth in the
parties' engagement agreement.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Hilco Streambank OK'd as IP Consultant
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the application of Filene's Basement, LLC and
its Debtor affiliates to employ Hilco IP Services LLC, doing
business as Hilco Streambank, as their intellectual property
disposition consultant, nunc pro tunc to the Petition Date.

Hilco Streambank's fee structure, reimbursable expenses and
indemnification provisions as set forth in the parties' retention
letter are also approved.

The Court also ruled that Hilco Streambank's commission, which is
based on a percentage of aggregate gross proceeds generated from
the sale, assignment, license or other disposition of the
Intellectual Property, is:

   * 6% of the first $3 million of aggregate Gross Proceeds;

   * 7.5% for any aggregate Gross Proceeds in excess of $3
     million and up to $5 million; and

   * 10% for any Gross Proceeds in excess of $5 million.

To the extent that Hilco Streambank earns a fee based on Gross
Proceeds that include "non-cash consideration", the Court advised
Hilco Streambank to consult with the counsel of all official
committees concerning the "value" of the "non-cash consideration",
as contemplated by the Retention Letter.  To the extent that Hilco
Streambank earns a fee based on a transaction that includes one or
more deferred payments to the Debtors' estates, the portion of
Hilco Streambank's fee attributable to the Deferred Payments will
not be paid to Hilco Streambank until the time or times as the
Deferred Payments are received by the estates or the Debtors'
successors-in-interest.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent.  In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST STATE: Closed; Hamilton State Bank Assumes All Deposits
-------------------------------------------------------------
The First State Bank of Stockbridge, Ga., was closed on Friday,
Jan. 20, 2012, by the Georgia Department of Banking and Finance,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Hamilton State Bank of
Hoschton, Ga., to assume all of the deposits of The First State
Bank.

The seven branches of The First State Bank will reopen during
their normal business hours as branches of Hamilton State Bank.
Depositors of The First State Bank will automatically become
depositors of Hamilton State Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of The
First State Bank should continue to use their existing branch
until they receive notice from Hamilton State Bank that it has
completed systems changes to allow other Hamilton State Bank
branches to process their accounts as well.

As of Sept. 30, 2011, The First State Bank had around $536.9
million in total assets and $527.5 million in total deposits.
Hamilton State Bank will pay the FDIC a premium of 0.50% to assume
all of the deposits of The First State Bank.  In addition to
assuming all of the deposits of the failed bank, Hamilton State
Bank agreed to purchase essentially all of the assets.

The FDIC and Hamilton State Bank entered into a loss-share
transaction on $419.5 million of The First State Bank's assets.
Hamilton State Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-405-8251.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/firststatebank-ga.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $216.2 million.  Compared to other alternatives, Hamilton
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  The First State Bank is the second FDIC-insured
institution to fail in the nation this year, and the first in
Georgia.  The last FDIC-insured institution closed in the state
was Community Bank of Rockmart, Rockmart, on Nov. 10, 2011.


FLORIDA STATE BANK: Closed; CenterState Bank Assumes All Deposits
-----------------------------------------------------------------
Central Florida State Bank of Belleview, Fla., was closed on
Friday, Jan. 20, 2012, by the Florida Office of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with CenterState
Bank of Florida, National Association, of Winter Haven, Fla., to
assume all of the deposits of Central Florida State Bank.

The four branches of Central Florida State Bank will reopen during
normal business hours as branches of CenterState Bank of Florida,
National Association.  Depositors of Central Florida State Bank
will automatically become depositors of CenterState Bank of
Florida, National Association.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Central
Florida State Bank should continue to use their existing branch
until they receive notice from CenterState Bank of Florida,
National Association, that it has completed systems changes to
allow other CenterState Bank of Florida, National Association,
branches to process their accounts as well.

As of Sept. 30, 2011, Central Florida State Bank had around $79.1
million in total assets and $77.7 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
CenterState Bank of Florida, National Association, agreed to
purchase essentially all of the assets.

The FDIC and CenterState Bank of Florida, National Association,
entered into a loss-share transaction on $53.6 million of Central
Florida State Bank's assets.  CenterState Bank of Florida,
National Association, will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-405-8028.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/cfsb.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $24.4 million.  Compared to other alternatives,
CenterState Bank of Florida, National Association's acquisition
was the least costly resolution for the FDIC's DIF.  Central
Florida State Bank is the first FDIC-insured institution to fail
in the nation this year, and the first in Florida.  The last FDIC-
insured institution closed in the state was Premier Community Bank
of the Emerald Coast, Crestview, on Dec. 16, 2011.


FRIENDLY ICE: Court OKs Sale of All Assets to Sundae Group
----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Friendly Ice Cream Corporation, et al., to:

   -- sell all or substantially all assets to Sundae Group
      Holdings II, LLC;

   -- assume and assign certain executory contracts and unexpired
      leases.

As reported in the Troubled Company Reporter on Jan. 2, 2012,
Friendly Ice Cream Corp. will be sold to an affiliate of the
existing owner Sun Capital Partners Inc. in exchange for debt.

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

Pursuant to the order, the wind-down budget will be funded by the
purchaser at closing into a segregated account to be designated by
the Debtors in an amount equal to $11,257,881, including
$8,487,268 previously funded pursuant to the final order approving
and authorizing the Debtors' postpetition debtor-in-possession
facility for fees and expenses incurred by the professionals
retained by the Debtors or the Committee.

                     About Friendly Ice Cream

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

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

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

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

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

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

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


FURNITURE BY THURSTON: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Furniture by Thurston filed with the U.S. Bankruptcy Court for the
Western District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $15,375,120
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,228,789
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,999,183
                                 -----------      -----------
        TOTAL                    $15,375,120      $25,227,972

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

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

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

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


GAS CITY: Settles With BofA; Chapter 11 Case Dismissed
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
Gas City, Ltd. et al., approved the procedures for (i)
distribution of remaining funds under a global settlement
agreement and (ii) dismissal of the Debtors' Chapter 11 cases.

The Court found that the Debtors lack sufficient funds to
formulate, confirm or effectuate a Chapter 11 Plan.

Pursuant to the order, the Section 507(b) claim in favor of the
Bank of America will be allowed in the amount of $2,026,954,
subject to adjustment based on the amount of the unencumbered
proceeds finally allocated from the proceeds of Station 151.

The Court also ordered that the Debtors will distribute the
remaining Station proceeds in their possession and any remaining
proceeds of the Gas City working capital assets as, among other
things:

   1. Station Lender Holdback: The Debtors will indefeasibly pay
90% of the Station Lender Holdback to the Station lenders,
respectively, and to use the remaining 10% of the Station Lender
Holdback to pay allowed and unpaid non-professional administrative
expenses, provided, however, that Standard Bank will receive 100%
of its Station Lender Holdback, and any distribution of the
Station Lender Holdback to First Community Bank will be subject to
further agreement, stipulation or Court order.

   b. Unsecured Creditor Pool.  The amount of Unsecured Creditor
Pool is $1,457,562.  The Debtors will distribute $250,000 of the
Unsecured Creditor Pool to GUC Disbursing Agent, for further
distribution on a pro rata basis to holders of allowed general
unsecured claims against Gas City under the Distribution
Guidelines approved hereby, each in accordance with the Global
Settlement Agreement.  The $1,207,562 balance of the Unsecured
Creditor Pool will be paid to Bank of America on account of
Section 507(b) claim.

   c. Unemcumbered Proceeds.  The Debtors are authorized to
distribute $675,000 of the Unemcumbered Proceeds to the
Administrative Claim Pool, and the $819,392 balance of the
Unemcumbered Proceeds in the Debtors' possession as of the date
hereof will be distributed to BofA on account of Section 507(b)
claim.

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Gas City
disclosed $66,307,812 in assets and $209,577,690 in liabilities as
of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Pachulski
Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-
counsel and Mesirow Financial Consulting, LLC, as financial
advisors.


GATEHOUSE MEDIA: Bank Debt Trades at 76% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 23.73 cents-
on-the-dollar during the week ended Friday, Jan. 20, 2012, an
increase of 1.07 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $28.42 million on $381.35
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $27.74 million on $415.22
million of total revenues for the nine months ended Sept. 30,
2010.

The Company reported a net loss of $26.64 million on $558.58
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 25, 2011, showed $511.80
million in total assets, $1.32 billion in total liabilities and a
$811.28 million total stockholders' deficit.


GENERAL MARITIME: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
General Maritime Corporation filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property        $1,201,124,132
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $1,073,598,088
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $429,777,197
                                 -----------      -----------
        TOTAL                 $1,201,124,132   $1,503,375,285

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

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

Previously, the Court approved the stipulation with the Official
Committee of Unsecured Creditors extending until Jan. 17, 2012,
the Debtors' time to file their schedules of assets and
liabilities and statements of financial affairs.

                      About General Maritime

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

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

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

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

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

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

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

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

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


GSC GROUP: BDCM Files 4th Amended Plan, Gets Trustee Support
------------------------------------------------------------
Black Diamond Capital Management, L.L.C. on Dec. 30, 2011 filed a
Fourth Amended Joint Chapter 11 Plan and Disclosure Statement for
GSC Group, Inc. and its affiliated debtors.

The latest version of the BDCM Plan, according to managing
principal Stephen H. Deckoff, is a plan of reorganization under
which the Reorganized Debtors will continue the operation of the
Debtor's existing investment management business.

BDCM maintains that its proposed plan is a more preferable and
value-preserving alternative to the GSC Chapter 11 Trustee's
Modified Joint Plan.  The Trustee Plan contemplates the winddown
and liquidation of the Debtors.

The BDCM Plan provides more attractive treatment for general
unsecured claims and preferred equity holders than the Trustee
Plan.

   1. The BDCM Plan offers all unsecured creditors three recovery
      options from which to select rather than just the single
      recovery option the Chapter 11 Trustee offered.  Unsecured
      creditor can choose (1) a fast cash payout; (2) a partial
      cash payment close to the Effective Date plus a delayed cash
      payout from the proceeds of the Liquidating Trust; or (3)
      shares of Reorganized GSC Group Series B Preferred Stock and
      shares of Reorganized GSC Group Convertible Class B Common
      Stock, which will comprise between 33% and 49%, at BDCM's
      discretion, of the Reorganized GSC Group Common Stock with
      24.9% of the voting rights.

      If a holder of an Allowed General Unsecured Claim elects the
      "Upfront Cash Option," it will be entitled to its pro rata
      share of $6.6. million.  If such holder elects the
      "Combination Cash Option," it will be entitled to its pro
      rata share of %5.6 million plus its pro rata share of units
      in the Liquidating Trust.

      The Trustee Plan contains only one option, for general
      unsecured creditors to receive its pro rata share of only up
      to $4.6 million.

   2. The BDCM Plan provides that Preferred Equity Interest
      holders will receive shares of Reorganized GSC Group's Class
      A Common Stock equal to between 51% and 67%, at BDCM's
      discretion, of the total GSC Common Stock, while the Trustee
      Plan does not provide any recovery for the interest holders.

A blacklined version of the BDCM 4th Amended Disclosure Statement
is available for free at:

        http://bankrupt.com/misc/GSCGrp_DS4thAmdDec30.PDF

              Trustee Agrees to Support BDCM Plan

BDCM relates that pursuant to a Dec. 20, 2011 Court-approved
stipulation, the Chapter 11 Trustee has agreed to support the BDCM
Plan.  To this end, the Chapter 11 Trustee has adjourned seeking
confirmation of its Plan while BDCM solicit votes on the BDCM Plan
and pursues plan confirmation.  In the event the BDCM Plan is
confirmed and consummated by Mar. 31, 2012, the Chapter 11 Trustee
will abandon pursuing Court approval of the Trustee Plan.

In return, BDCM has provided the Chapter 11 Trustee with
$1 million to satisfy allowed Chapter 11 professional fees and
agreed to provide $4 million in escrow funds for the Reorganized
Debtors to use to satisfy any "Straddle Tax" (i.e., any income tax
liability required to be paid had the Effective Date occurred on
or before Dec. 31, 2011).

                      Plan-Related Deadlines

To be counted, the BDCM Plan proposes that Feb. 10, 2012, be set
as the plan voting deadline.

BDCM also proposes that Feb. 22, 2012 be set as the confirmation
hearing and that objections to confirmation be submitted no later
than Feb. 10, 2012, at 4:00 p.m. prevailing Eastern time.

                         About GSC Group

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

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

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

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

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

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

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


GSW HOLDINGS: Must Pay Hancock on Sales of Hunter Chase Lots
------------------------------------------------------------
Judge Katherine M. Samson granted Hancock Bank's motion to
prohibit GSW Holdings, LLC's use of cash collateral and request
for adequate protection.

The Debtor, in August 2011, executed a renewal promissory note to
Hancock Bank in the principal amount of $259,271.  The loan, which
is secured by 43 lots in the Hunter Chase Subdivision, Gulfport,
Harrison County, Mississippi, has matured and continues to accrue
interest.

As the Debtors continued efforts to sell the Hunter Chase lots in
bankruptcy, Hancock told the Court it does not consent to the use
of its cash collateral saying it is not adequately protected.

Judge Samson authorizes the Debtor to sell the Hunter Chase lots
in the ordinary course of business; provided that as each lot is
sold, Hancock will be paid the greater of 85% of the sales price
or $27,200 for the release of the lot being sold.

Moreover, the Court specifically directed to pay Hancock $1,500
without delay, $3,000 on or before Jan. 15, 2012, and $3,000 on or
before Apr. 15, 2012.

                     About GSW Holdings LLC

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Wheeler &
Wheeler serves as its local bankruptcy counsel.  The Debtor
disclosed $22,225,500 in assets and $8,851,228 in liabilities.


HABERSHAM BANCORP: Knight Capital Discloses 5.6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Knight Capital Americas, L.P., formerly Knight Equity
Markets, L.P., disclosed that, as of Dec. 30, 2011, it
beneficially owns 159,902 shares of common stock of Habersham
Bancorp, Inc., representing 5.67% based on outstanding shares
reported on the Company's 10-Q filed with the SEC for period ended
Sept. 30, 2010.  A full-text copy of the Schedule 13G is available
for free at http://is.gd/odsN7s

                      About Habersham Bancorp

Cornelia, Ga.-based Habersham Bancorp (OTC BB: HABC) owns all of
the outstanding stock of Habersham Bank and an inactive
subsidiary, The Advantage Group, Inc.  The Company's continuing
primary business is the operation of banks in rural and suburban
communities in Habersham, White, Cherokee, Warren, Stephens, and
Hall counties in Georgia.

The Company's balance sheet as of Sept. 30, 2010, showed
$396.3 million in total assets, $386.6 million in total
liabilities, and stockholders' equity of $9.7 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Porter Keadle Moore, LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
at Dec. 31, 2009, Habersham Bank's total capital to risk-weighted
assets and Tier I capital to average assets ratios are below the
required levels as established by regulation.  In addition, the
Bank has suffered recurring operating losses.

                           *     *     *

The Georgia Department of Banking and Finance closed Habersham
Bancorp's subsidiary bank, Habersham Bank, and appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.
Habersham Bancorp is no longer the parent of Habersham
Bank.  In a virtually simultaneous transaction, SCBT National
Association acquired the operations and all deposits and purchased
essentially all assets of the Bank in a loss-share transaction
facilitated by the FDIC and will continue to operate the Bank.


HANMI FINANCIAL: Posts $5.5 Million Net Income in Fourth Quarter
----------------------------------------------------------------
Hanmi Financial Corporation reported net income of $5.50 million
on $30.64 million of total interest and dividend income for the
three months ended Dec. 31, 2011, compared with net income of
$5.31 million on $34.61 million of total interest and dividend
income for for the same period a year ago.

The Company reported net income of $28.14 million on $128.80
million of total interest and dividend income for the year ended
Dec. 31, 2011, compared with a net loss of $88.01 million on
$144.51 million of total interest and dividend income during the
prior year.

The Company's balance sheet as of Dec. 31, 2011, showed $2.74
billion in total assets, $2.45 billion in total liabilities and
$285.61 million in stockholders' equity.

"2011 was a year of great transformation for Hanmi.  With hard
work and dedication of all our employees, we have overcome many
challenges and have already implemented steps to continue on the
road to profitability," said Jay S. Yoo, President and Chief
Executive Officer.  "We launched the new year with an all-company
rally that brought the entire Hanmi team together.  I was
impressed with the dedication and enthusiasm that our team members
demonstrated at the rally.  We are once again dedicated to make
Hanmi 'The Bank of Choice' for our customers, our employees, our
communities, and our shareholders."

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

                        http://is.gd/I2laQ8

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a   loan production office in Washington State.

                          Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HAYDEL PROPERTIES: Sec. 341 Creditors' Meeting Set for Feb. 17
--------------------------------------------------------------
The United States Trustee in Jackson, Mississippi, will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Haydel Properties LP on Feb. 17, 2012, at 10:30
a.m. at 341 Mtg - Gpt - Ch 7, 11, 13.

Proofs of claim are due by May 10, 2012.  Government Proof of
Claim are due by July 9, 2012.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in debts.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 98.40 cents-
on-the-dollar during the week ended Friday, Jan. 20, 2012, an
increase of 0.29 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
11, 2013, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hercules Offshore

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

Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $16.99 million on $162.99 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$15.06 million on $157.61 million of revenue for the same period
during the prior year.

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

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

                           *     *     *

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.  Hercules reported a net loss of $37.65 million on
$329.58 million of revenue for the six months ended June 30, 2011,
compared with a net loss of $34.94 million on $302.45 million of
revenue for the same period during the prior year.  The Company's
balance sheet at June 30, 2011, showed $2.09 billion in total
assets, $1.14 billion in total liabilities, and $944.48 million in
stockholders' equity.


HERTZ CORP: Fitch Affirms 'BB-' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of The Hertz Corporation (HRZ) at 'BB-'.  Concurrently,
HRZ's secured and unsecured debt ratings have been affirmed.

In addition, Fitch removes the ratings from Negative Rating Watch
and assigned a Stable Rating Outlook.  Approximately $4.5 billion
of secured and unsecured debt is affected by these actions.

The affirmation reflects HRZ's strength as the leader in the on-
airport rental market, its cost-containment initiatives, improved
access to the capital markets, and solid capitalization and
liquidity relative to some of its industry peers.  Rating
constraints continue to reflect the cyclicality of the car and
equipment rental industry and the company's heavy reliance on
secured funding, although unsecured debt financing has increased
recently.

Fitch initially placed the ratings on Negative Rating Watch in May
2011 following HRZ's revised bid to acquire Dollar Thrifty
Automotive Group (DTG).  HRZ formally withdrew its bid to acquire
DTG on Oct. 27, 2011, following the company's rejection of
outstanding offers and the announcement of its intention to
operate as a stand-alone company.  Hertz remains interested in
acquiring DTG as it believes the combination would be a good
strategic fit, and remains engaged with the regulators to secure
antitrust clearance.  Fitch has factored into its affirmation a
potential acquisition based upon HRZ's last proposed exchange
offer at or around $72 per share for DTG.

The Stable Outlook reflects HRZ's improved credit metrics on a
standalone basis, even after the company's recent acquisition of
Donlen Corporation for $177 million in cash and the assumption of
$770 million of vehicle-backed debt.  However, the positive
momentum is mitigated over the near term by a potential DTG
acquisition, which Fitch believes could result in negative rating
pressure if HRZ were to increase leverage over and above assumed
levels in acquiring DTG, requiring a substantial cash outlay and
additional debt to finance the transaction.

Positive rating actions will be driven by the ability of the
company to sustain improvements in operating performance, funding
flexibility, and capitalization.  Fitch would view favorably the
company's ability to continue to manage its leverage profile over
time. Should Hertz acquire DTG, the timing of any positive rating
action would likely be pushed out over the medium-to-long term.

Negative rating actions would be driven by deterioration in global
economic conditions that would result in a decline in passenger
travel volumes, which would hurt revenue and EBITDA generation.
In addition, Fitch would also view negatively an acquisition of
DTG under conditions that would adversely affect its current
credit profile.

Leverage, measured by HRZ's corporate debt to corporate EBITDA,
improved to 3.43 times (x) at Sept. 30, 2011, on a trailing 12-
month (TTM) basis, compared to 4.94x at year-end 2010 and 4.41x at
year-end 2009.  Net of unrestricted cash of $385 million, leverage
was 3.14x compared to 2.79x at 2010 and 3.40x at 2009.  Net
corporate leverage improved in 2010 due to balance sheet cash on
hand of $2.4 billion.  On a TTM basis, Corporate EBITDA also
improved in September 2011 to $1.3 billion from $1.1 billion in
2010.  This is attributable to increased rental volumes, offset by
a competitive pricing environment, as well as improved residual
value on vehicle sales and disciplined cost controls. Fitch
expects these trends to continue in the near term.

HRZ's liquidity profile has improved over the last year with a
more favorable debt maturity profile, lower cost of funds, and
sufficient excess capacity on its corporate revolver as a result
of its recent debt refinancing efforts.  As of Sept. 30, 2011, HRZ
has $1.2 billion of corporate liquidity including $386 million of
unrestricted cash and $786 million of availability under its
corporate revolver.  The corporate revolver is not expected to
expire until March 2016.  Other than $176.1 and $473 million of
unsecured debt coming due in 2012 and 2014, respectively, there is
no other corporate debt scheduled to expire until October 2018.
These figures exclude a $474.7 million convertible senior note for
Hertz Global Holdings due in 2014. Fitch believes HRZ's current
funding profile is sufficient to meet its peak fleet needs.

The company reported record revenue of $6.3 billion for the nine-
months ended Sept. 30, 2011, representing a 9.7% increase over the
same period last year.  Management expects revenue growth of 7% to
8% for 2012.  Operating performance has improved since the
downturn in the rental car market in 2009 due largely to cost
containment, as operating efficiencies have grown, fleet costs
have declined and a strong used vehicle market has yielded larger
gains on sales.

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc., is the world's largest airport general-use car rental brand,
operating from approximately 8,500 locations in approximately 150
countries worldwide.  Hertz also operates one of the world's
largest equipment rental businesses, Hertz Equipment Rental
Corporation, through approximately 315 branches in the United
States, Canada, China, France, Spain, Italy and Saudi Arabia, as
well as through its international licensees.  As of Sept. 30,
2011, the company operated a rental fleet of 325,500 vehicles in
the U.S. and 159,100 internationally, excluding the 129,000
vehicles relating to Donlen.  The company generated approximately
$5.4 billion of rental car revenue in the nine-months ended Sept.
30, 2011.  The company's stock trades on the NYSE under the ticker
HTZ.

Fitch has affirmed the following ratings, removed them from Rating
Watch Negative, and assigned a Stable Outlook:

The Hertz Corporation

  -- Long-term IDR at 'BB-';
  -- Senior secured revolving facility at 'BBB-';
  -- Secured term facility at 'BBB-';
  -- Letter of credit facility at 'BBB-';
  -- Senior unsecured debt 'BB-'.


HILEX POLY: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Hartsville, S.C.-based Hilex Poly Co. LLC (Hilex) to stable from
negative and affirmed its 'B' corporate credit rating on the
company. "At the same time, we raised our issue-level rating
Hilex's $135 million term loan to 'B+' from 'B' and revised the
recovery rating to '2' from '3', indicating our expectation for a
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"The outlook revision reflects Hilex's strengthened liquidity
position resulting from improving operating performance and our
expectation that the company will maintain adequate liquidity
levels over the next 12 to 24 months," said Standard & Poor's
credit analyst. "We expect Hilex will also maintain sufficient
headroom under its fixed-charge and debt leverage covenants
despite step-down provisions over the next two years. The outlook
also reflects our view that earnings in 2012 will remain at least
in line with 2011's improved levels."

"The ratings on Hilex reflect our assessment of its business risk
profile as 'vulnerable' and financial risk profile as 'aggressive'
(as our criteria define the terms). The ratings also incorporate
our expectation for minimal discretionary cash flow after
significant debt amortization requirements," S&P said.

Business risks include Hilex's narrow product mix, heavy customer
concentration, and the threat of imports and legislative actions
banning the use of plastic bags in certain states. Shifting
consumer preference toward paper and reusable bags is also a
rising risk. Partly offsetting these risks are the company's
favorable market share and competitive advantages, including
its relatively large scale of operations, in?house recycling
capabilities, effective raw material pass-through provisions, and
an improved cost position arising from restructuring actions it
has undertaken in the past few years.

"We regard the company's business profile as vulnerable. Value-
addition is relatively limited, contributing to EBITDA margins of
around 10%. The high degree of customer concentration is another
risk factor, with the largest customer, Wal-Mart, accounting for
more than 25% of sales, and the top 10 customers representing
about 60% of sales. Environmental and regulatory considerations
could significantly affect the plastic bag industry, and the
bags have increasingly become a focus of environmental concern.
Growing environmental consciousness and a shift in consumer
preference toward reusable bags and paper bags could result in
declining demand for plastic bags in the U.S. Ongoing legislative
actions could further accelerate this trend and may develop into a
longer-range credit concern, although Hilex successfully markets
its products' environmental merits, including its greater recycled
content," S&P said.

Business strengths include a leading market share, scale
advantages relative to domestic competition in raw material
procurement, and the ability to meet requirements of large
national-level retail customers. Hilex benefits from monthly
contractual pass-throughs of resin price fluctuations for about
75% of its sales (quarterly for most of the rest). Hilex currently
has around 25% recycled content in its plastic bags, and its goal
is to increase that to 40% by 2015 as it continues to develop
sourcing relationships to gain postindustrial and consumer waste
for use in its products. It's the only domestic manufacturer that
operates both a compounding facility and a plastic bag recycling
facility, which provides a captive source of lower-cost recycled
raw materials (it gets the balance of its virgin resin
requirements at market prices).

"The financial profile is aggressive. The key ratio of funds from
operations (FFO) to total debt (adjusted for capitalized operating
leases) was 20% as of Sept. 30, 2011 -- in line with our
expectations of 15% to 20% at the current rating. The company
expects acquisitions to be a part of its growth strategy,
and we expect it to fund growth spending in a manner that
preserves an financial profile commensurate with the ratings.
There are a number of smaller players in the plastic bags and
films market and Hilex could play a consolidator role," S&P said.

"We could lower the ratings if escalating raw material prices
caused availability under the revolving credit facility to decline
significantly and if the EBITDA cushions under covenants
deteriorate to single-digit percentage levels. We could also lower
the ratings if debt increases beyond current levels, discretionary
cash flow turns negative for an extended period, or if FFO to
total debt is consistently below 12%. We view financial policy as
a major risk factor, particularly in light of the company's 2010
debt-financed dividend recapitalization and its acquisition-driven
growth strategy," S&P said.

"Based on our downside scenario forecasts, we could lower the
ratings if shifts in consumer preferences, legislation banning
plastic bags in large markets, or the loss of a key customer
caused volume declines of 20% or more. If this were to happen,
along with a 300 basis point decrease in EBITDA, we would expect
FFO to total adjusted debt to fall to below 12%," S&P related.

"Although not likely at this time given the risks inherent in the
company's vulnerable business profile," Mr. Krauss continued, "we
could raise the ratings if its liquidity and cash flow generation
gradually strengthen, and Hilex maintains a comfortable cushion
under its covenants. We would also need to gain greater clarity on
future financial policy decisions related to growth and
shareholder rewards."


HOVENSA LLC: Fitch to Finish Review on Bond Ratings in February
---------------------------------------------------------------
Fitch Ratings believes that the announcement by Hovensa LLC (rated
'BB-' with a Stable Outlook) that it will cease refinery
operations on the island of St. Croix will have a detrimental
impact on the economy and financial operations of the United
States Virgin Islands (USVI; implied general obligation [GO] bond
rating of 'BB+' with a Stable Outlook).  Fitch expects to complete
a review of the associated bond ratings of the USVI some time in
February, following expected action to address a current fiscal
year (FY) budget gap and receipt of additional information on the
Hovensa closure.

According to Hovensa, the refinery employs about 1,200 people and
has approximately 960 contractors on St. Croix.  The firm states
that it now intends to operate the facility as an oil storage
terminal and will employ about 100 people, including contractors.

In addition to being the USVI's largest employer, Hovensa's
activities have been a large source of tax revenues to the USVI.
The governor of the USVI has estimated the revenue impact to the
government to be about $60 million annually on a General Fund
budget of approximately $700 million.  Further, as the largest
supplier of on-island refined oil, Fitch believes there is a
potential for increases in energy and fuel costs in the USVI which
could also have negative economic impacts.

The closure could threaten not only the 'BB+' implied GO rating on
the USVI but also the 'BBB' rating on the Virgin Island Public
Finance Authority (VIPFA) bonds secured by gross receipts taxes,
should pledged revenues be reduced by a significant downturn in
the USVI's economy.  Bonds issued by VIPFA that are secured by
federal excise taxes based on sales in the U.S. of USVI rum are
more insulated from economic and financial pressures of the USVI.
Payment on those bonds (senior indenture rated 'BBB+' on the
senior lien and 'BBB' on the junior lien, and Diageo and Cruzan
indentures each rated 'BBB', all with Stable Outlooks) is
ultimately dependent on continuation of rum production at both
facilities.

Fitch is concerned that a wide ranging impact on the USVI from
the closure could compound an already unbalanced General Fund
financial position and delay prospects for fiscal stabilization.
For FY 2012, the USVI has projected a budget gap of about $67
million (prior to Hovensa's announcement); FY 2011 is reported to
have ended with a $26.5 million budget deficit.  The USVI is
undertaking multiple rounds of budget negotiations to eliminate
the current year's gap, with almost 500 employees eliminated to
date.  An additional 500 employee terminations are possible by the
end of January along with various fee and tax increases.


GOOD SAM: Offers to Purchase $7.4 Million 11.50% Senior Notes
-------------------------------------------------------------
Good Sam Enterprises, LLC, commenced an offer to purchase up to
$7,425,000 in principal amount of the Company's outstanding 11.50%
Senior Secured Notes due 2016.  The Offer to Purchase will expire
at 5:00 p.m., New York City time, on Feb. 17, 2012, unless
extended.

The Offer to Purchase is being made pursuant to the terms of the
indenture governing the Notes.  The Offer Amount is $7.5 million.
The purchase price is 101% of the principal amount of the Notes,
plus accrued and unpaid interest to the date of purchase.  Since
the Offer Amount is $7.5 million and the purchase price is 101%,
the maximum aggregate amount of Notes that could be purchased
pursuant to this Excess Cash Flow Offer is $7,425,000.  If the
aggregate principal amount of Notes validly tendered in the Offer
to Purchase exceeds the Offer Amount, Notes will be accepted for
purchase on a pro rata basis, such that the aggregate purchase
price for the Notes purchased does not exceed the Offer Amount.

                        About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

The Company also reported net income of $4.57 million on
$362.26 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.24 million on $361.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$233.96 million in total assets, $487.09 million in total
liabilities and a $253.12 million total stockholder's or member's
deficit.

                          *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


HOVENSA LLC: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed HOVENSA LLC's Ba2 corporate
family rating and the Ba2 rating on its tax-exempt bonds in
response to the joint venture's announcement that it will shut
down its 350,000 barrel-per-day refinery in St. Croix, the Virgin
Islands, by mid-February 2012. The site will continue to operate
as an oil products terminal.

RATINGS RATIONALE

"HOVENSA's refinery is one of the largest in the Atlantic Basin
and Western Hemisphere, running a large supply of lower cost heavy
crude from Venezuela. Still, high market inventory levels, narrow
light/heavy crude differentials, and high fuel costs at the
refinery forced the owners to make this shutdown decision," said
Tom Coleman, Senior Vice President. "While shuttering and
severance costs will be an upfront burden, the owners ultimately
will cut losses and benefit from stronger liquidity and improved
returns."

The ratings affirmation reflects HOVENSA's intent to tender for
its entire $356 million of outstanding industrial revenue bonds,
which will be funded by cash and inventory liquidation. Under
deteriorating market conditions the owners, Hess Corporation
(rated Baa2 senior unsecured) and Petróleos de Venezuela (PDVSA,
B1 global local currency issuer rating) have been supporting
HOVENSA via tight working capital management. Additionally,
HOVENSA repaid and terminated its $400 million revolving credit
facility as of December 30, 2011.

Moody's believes a strong crude and product price outlook will
support HOVENSA's inventory values and ability to make timely
payoff of all principal and accrued interest on the bonds via the
tender process, which is expected to expire approximately 20 days
after formal notice to bondholders. Assuming most of the holders
tender the bonds, Moody's expects to withdraw the ratings upon
expiration of the tender.

At the same time, Moody's does not expect the shutdown to affect
Hess Corporation's Baa2 long-term debt rating and stable outlook
or PDVSA's B1 global local currency issuer rating. Hess announced
it will book a $525 million after-tax charge related to severance
and shuttering costs. The charge is expected to cover its pro-rata
share of any residual cash costs incurred in the shuttering
process, which should be largely completed and paid out in 2012.

The leverage and liquidity impacts on Hess will be fairly small
given an outlook for strong crude prices, its crude-weighted
upstream production profile, and its solid liquidity position,
which included $827 million in cash as of September 30, 2011, and
a $4 billion revolving credit facility, substantially all of which
was unutilized. In addition, Hess should be able to replace
HOVENSA product supplies for its retail marketing system using
plentiful market supplies in the Atlantic Basin.

PDVSA, like Hess, has continued to support HOVENSA's crude supply
needs and working capital and liquidity. While PDVSA benefited
from HOVENSA as a secure outlet for significant volumes of its
Mesa and Merey crudes, the loss of this outlet and residual cash
costs of the shutdown will not materially affect the Venezuelan
state oil company's financial and operating position.

The principal methodology used in rating HOVENSA was the Global
Refining and Marketing 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.


HUSSEY COPPER: Court Sets Feb. 29 as General Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Feb. 29, 2012, at 4:00 p.m. (prevailing Eastern Time),
as the deadline for any individual or entity to file proofs of
claim against Hussey Copper Corp. et al.

The Bankruptcy Court also established March 26, at 4:00 p.m. as
the bar date for all Governmental Units to file proofs of claim.

Proof of claim forms must be sent to the claims agent at the these
addresses:

If sent by mail:

         Donlin Recano & Company, Inc.
         Re: Hussey Copper Corp., et al.
         P.O. Box 2048
         Murray Hill Station
         New York, NY 10156

If sent by hand delivery or overnight courier:

         Donlin Recano & Company, Inc.
         Re: Hussey Copper Corp., et al.
         419 Park Avenue South, Suite 1206
         New York, NY 10016

                        About Hussey Copper

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

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

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

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

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

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


INDIANA HEALTH: Fitch Raises Rating on Two Bonds From 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded to 'BBB-' from 'BB+' the following
Indiana Health Facilities Financing Authority bonds, issued on
behalf of The Methodist Hospitals (TMH):

  -- $12.6 million revenue bonds, series 1996;
  -- $56.7 million revenue bonds, series 2001.

The Rating Outlook is revised to Stable from Positive.

TMH's upgrade to 'BBB-' from 'BB+' is supported by sustained
improvements in operating profitability.  Following significant
losses in fiscal 2008 when there was a mass exodus of active
physicians, TMH has consistently improved its performance to a
1.9% operating margin and 10.9% operating EBITDA margin in 2010,
against Fitch's 'BBB' medians of 1.7% and 8.5%, respectively.
Operating performance was very strong through the nine months
ended Sept. 30, 2011 with a 4.2% operating margin; however, this
is inflated by a $33 million DSH payment.  Operating improvements
have been driven by reducing costs, improving revenue cycle
management, and rebuilding the medical staff.

Improvements in operations have generated good debt service
coverage.  Fitch has calculated maximum annual debt service (MADS)
at $11.3 million, which includes approximately $3 million in
annual capital lease payments.  TMH covered MADS at 3.1 times (x)
by EBITDA and 2.7x by operating EBITDA for fiscal 2010 and 3.5x
and 3.2x, respectively for the interim period ending Sept. 30,
2011.  This compares favorably to the medians for the rating
category of 2.6x and 2.3x, respectively.  TMH has no further debt
plans, and management expects to fund approximately $25 million in
ongoing annual capital expenditures with cash flow.

Fitch notes that total revenue has declined every year since 2007,
which can be attributed to a drop in patient volumes, strategic
service line consolidation, and the timing of DSH moneys.
However, TMH's significant expense reduction efforts have thus far
preserved profitability. Fitch believes revenue growth will need
to return to ensure long-term viability.

Fitch's primary credit concern is TMH's unfavorable payor mix and
reliance on DSH revenues.  The Indiana DSH program is expected to
remain in place until its phasing-out begins in 2014, and TMH is
pursuing longer-term eligibility for its Northlake campus.  Still,
the future of these payments is uncertain, and presents a
fundamental risk to the stability of TMH's revenue base going
forward.

The Outlook revision to Stable is based on Fitch's expectation
that TMH will continue generating operating cash flow levels which
are consistent with Fitch's 'BBB' median ratios over the next 12-
24 months.  Fitch also expects TMH to preserve its healthy balance
sheet metrics.

TMH operates a 302-bed acute care facility in Gary (Northlake
campus), Indiana and a 313-bed acute care facility in
Merrillville, Indiana (Southlake campus).  The obligated group is
comprised of Methodist Hospitals Inc.  Total revenues for 2010
were $289.9 million.  TMH covenants to disclose audited financial
statements within 150 days of fiscal year end.  Annual disclosure
is posted to the Municipal Securities Rulemaking Board's EMMA
system.  While TMH does not covenant to disclose quarterly
statements, it does so voluntarily to bondholders via EMMA.
Quarterly disclosure includes balance sheet, income statement,
statement of cash flows, utilization, and management discussion
and analysis.  Fitch notes that management has been very
accessible, timely and thorough in its disclosure.


INGALLS INDUSTRIES: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Huntington Ingalls Industries, Inc.'s
(HII) Issuer Default Rating (IDR) and senior unsecured debt
ratings at 'BB'.  Fitch has also affirmed HII's senior secured
facilities at 'BBB-'.  The Rating Outlook is Stable.  The ratings
cover approximately $1.9 billion of outstanding debt.

HII's ratings are supported by a solid liquidity position,
positive free cash flow (FCF; cash from operations less capital
expenditures and dividends), the high level of current Department
of Defense (DoD) spending, and HII's position in the current DoD
spending environment with roles on four of the DoD's top 11
programs in the fiscal 2012 budget.  Fitch also considered HII's
role as a sole source manufacturer on about 66% of its revenues,
its large and highly visible backlog, and the company's pension
position (92% funded at the end of 2010).

Fitch's rating concerns include risks to core defense spending
after fiscal 2012, HII's revenue concentration with the U.S. Navy
and Coast Guard, the ongoing restructuring at the company's
Ingalls operations, and HII's undefined cash deployment strategy.
HII generates nearly all of its revenues from the U.S. government,
exposing the company to changes in U.S. Navy and U.S. Coast Guard
plans regarding future fleet needs.  In addition, Fitch is
concerned by the company's relatively low though improving
margins, program execution risks and the high percentage of the
workforce that is unionized.

The notching up of the senior secured credit facility by two
rating notches from the IDR of 'BB' to 'BBB-' is supported by the
coverage provided by HII's tangible assets and operating EBITDA
compared to the fully drawn facility.  The collateral for the
facility includes substantially all of HII's assets with the
exception of the Avondale shipyard and a few other exclusions.

Fitch may consider a positive rating action if HII decreases its
current leverage by either reducing its debt or increasing its
EBITDA driven by an execution of ongoing margin improvement
initiatives.  Potential positive rating actions will also be
dependant on clarity of HII's future cash deployment strategy.  A
negative rating action may be considered should the company's
leverage (debt to EBITDA) increase to above approximately 3.6-3.8
times (x), or if defense spending cuts have a more significant
impact on the company's earnings and FCF than currently
anticipated.

HII's leverage was approximately 3.2x for the last 12 months ended
at Sept. 30, 2011. HII's current leverage is in line with Fitch's
initial expectation that it would be approximately 3.2-3.4x after
the spin-off from Northrop Grumman.  There is the potential for
steady improvement over the next several years with some debt
reduction and restructuring-driven margin expansion.

HII has a good liquidity position of approximately $1.1 billion,
consisting of $536 million in cash and $529 million in
availability under its $650 million domestic credit revolving
facility, after giving effect to $121 million of outstanding
letters of credit.  Fitch expects HII's liquidity to remain
strong, however it will likely be lower once the company
determines its cash deployment strategy.

HII generated approximately $262 million cash flow from operating
activities during the last 12 months ended (LTM) Sept. 30, 2011,
down from $359 million at the end of 2010.  Lower cash flow was
primarily due to changes in working capital and higher interest
expenses.  Correspondingly, HII's FCF totaled $48 million during
the LTM ended Sept. 30, 2011, down from $168 million at the end of
2010.  Fitch expects HII's cash generation to be in line with the
results of 2010 and LTM ended at Sept. 30, 2011.  Fitch also
expects FCF margin to gradually improve beyond 2012.

HII does not have a set policy regarding its cash deployment at
this moment, however Fitch expects that HII's dividend and share
repurchase (if any) policies will be established by the board of
directors based on HII's financial conditions and other factors.

HII's pension plans were underfunded by $259 million (92% funded)
with other post employment benefits (OPEB) obligations totaling
$713 million at the end of 2010.  HII expects that required
contributions for 2011 will total $2 million for the company's
defined benefit plans and $37 million for its OPEB plans. Through
the first nine months of 2011, HII had contributed $1 million and
$28 million to its pension and OPEB plans, respectively.

Fitch expects the funded status of HII's pension obligation to
decline in 2011 due to prevailing low interest rate market
environment and unfavorable performance of global equity markets.
HII's status as a defense contractor mitigates some of the risks
associated with its pension obligations.  Most of HII's pension
contributions are recoverable through government contracts because
they qualify as allowable costs under government Cost Accounting
Standards (CAS).

Most of HII's revenues are derived from the defense industry.
High levels of defense spending currently support HII's ratings,
but the DoD budget environment is highly uncertain after fiscal
2012 because of large U.S. government budget deficits and the
potential for large, automatic spending cuts beginning in fiscal
2013.

The end of the 'Supercommittee' negotiations without an agreement
increases the probability of Fitch's harshest DoD spending
scenario ('sequestration'), but Fitch expects less severe and more
orderly spending scenarios are possible because Congress could act
to avoid or modify sequestration's automatic cuts beginning in
January 2013.  Fitch estimates that DoD spending reductions in the
sequestration scenario would total nearly $1 trillion over 10
years.  In Fitch's view, the most negative element of this
scenario is an estimated 12%-13% decline in spending in fiscal
2013, which Fitch understands would be made across the board
without consideration of program health or national security
priorities.

Fitch believes that modest declines in defense spending would not
lead to negative rating actions given the strategic importance of
HII's portfolio, long lead times for program execution and the
amount of DOD funding HII received in both fiscal 2011 and fiscal
2012.  The exposure to DoD spending is also mitigated by HII's
good liquidity position.


IOWA RENEWABLE: Posts $4.8 Million Net Loss in Fiscal 2011
----------------------------------------------------------
Iowa Renewable Energy, LLC, filed on Jan. 19, 2011, its annual
report for the fiscal year ended Sept. 30, 2011.

McGladrey & Pullen, LLP, in Davenport, Iowa, expressed substantial
doubt about Iowa Renewable Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations, has incurred
significant debt and has experienced significant liquidity issues.

The Company reported a net loss of $4.8 million on $32.7 million
of revenues for fiscal 2011, compared with a net loss of
$4.4 million on $9.2 million of revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$41.9 million in total assets, $38.8 million in total liabilities,
and members' equity of $3.1 million.

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

                       http://is.gd/uBY3zG

Iowa Renewable Energy, LLC, located in Washington, Iowa, was
formed in April 2005 to pool investors to build a biodiesel
manufacturing plant with an annual capacity of between 25 and 30
million gallons, depending on the feedstock used.  The Company was
in the development stage until July 2007, when it commenced
operations.


JEFFERSON COUNTY: Bondholders, Receiver Appeal on Sewers' Control
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Jan. 6 ruling by the bankruptcy judge taking away
the state-court appointed receiver's control of the Jefferson
County, Alabama, sewer system was appealed on Jan. 20 by the
receiver and other parties on the losing side of the case.
Others appealing were Bank of New York Mellon Corp., as indenture
trustee for the bondholders, and JPMorgan Chase Bank NA, the
holder of $1 billion of the sewer bonds.

Mr. Rochelle notes that before deciding whether Jefferson County
is eligible for Chapter 9, the judge will allow the Alabama
Supreme Court to decide whether sewer warrants are the equivalent
of "funding or refunding bonds" required under state law before a
municipality can be in bankruptcy. The county began the country's
largest municipal bankruptcy on Nov. 9.

The county said that long-term debt is $4.23 billion, including
about $3.1 billion in defaulted sewer debt where the debt holders
can look only to the sewer system for payment.

                      About Jefferson County

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

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

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

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

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

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


KLN STEEL: Committee Wants to Retain Hall Attorneys as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of KLN Steel
Products Company, LLC, et al., seeks permission from the U.S.
Bankruptcy Court for the Western District of Texas to retain
Hall Attorneys, P.C., as its general bankruptcy counsel.

The Firm's rates for attorneys are $225 to $325 per hour and for
non-attorneys $50 to $125 per-hour.  The current hourly rate for
Nicholas Hall and Ron Satija, the principal attorneys handling the
Committee representation, is $325.

To the best of the Committee's knowledge and based on the Hall
Declaration, the Firm has no connection with the Debtors, their
creditors, any other party-in-interest, their respective attorneys
or professionals, the United States Trustee or any person employed
in the Office of the United States Trustee.  The Firm does not
hold, or represent any entity having, an adverse interest in
connection with the Debtors or their bankruptcy cases.

The Firm can be contacted at:

                    Nicholas A. Hall
                    Bar Number: 24069863
                    Ron Satija
                    Bar Number: 24039158
                    701 Brazos, Suite 500
                    Austin, TX 78701
                    Telephone 512-551-3041
                    Fax 512-692-2833
                    nhall@hallattorneys.com
                    rsatija@hallattorneys.com

                    About KLN Steel Products

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

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

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

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.


KLN STEEL: Wants to Hire Horwood Marcus as Special Counsel
----------------------------------------------------------
KLN Steel Products Company, LLC, et al., seek permission from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Horwood Marcus & Berk Chartered as their special counsel.  It is
proposed that Horwood Marcus would provide the Debtors with legal
representation respecting general corporate matters, certain
litigation matters to the extent necessary, conflict matters, and
services as Registered Agent of the Debtors.  Horwood Marcus was
outside corporate counsel, litigation counsel and Registered Agent
for and represented the Debtors prior to the filing of the
Debtors' bankruptcy cases, and has been selected by the Debtors
for the proposed post-petition engagement because of its expertise
and familiarity with the Debtors' corporate and litigation
matters.

The rates of the attorneys in the Firm range from $215 an hour to
$540 an hour.  Horwood Marcus's paralegal rates range from $130 an
hour to $150 an hour.  The firm will seek reimbursement for
necessary expenses.

To the best of the Debtors' knowledge, Horwood Marcus does not
hold any interest adverse to the Debtors or to the Debtors'
bankruptcy estates.

                     About KLN Steel Products

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

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

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

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.


KLN STEEL: Court Approves Jackson Walker as Attorneys
-----------------------------------------------------
KLN Steel Products Company, LLC, et al., sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of Texas to employ J. Scott Rose and Patricia B. Tomasco and the
law firm of Jackson Walker L.L.P. as their attorneys.

Jackson Walker received a retainer of $200,000 for services
performed and to be performed in connection with and in
contemplation of the filing of the bankruptcy case.  Patricia B.
Tomasco's hourly rate is currently $450.  The rates of other
attorneys in Jackson Walker range from $190 to $650 an hour and
legal assistant rates are $165 an hour.

To the best of Debtors' knowledge, these attorneys have no
interest adverse to the Debtors or to the Debtors' bankruptcy
estate and are disinterested.

The firm can be reached at:

                  Patricia Baron Tomasco, Esq.
                  JACKSON WALKER LLP
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438

                     About KLN Steel Products

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

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

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

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.


LEE ENTERPRISES: To Complete Chapter 11 Process Jan. 30
-------------------------------------------------------
Lee Enterprises, Incorporated has successfully completed the
remaining steps to enable its refinancing agreements to go into
effect on Jan. 30, 2012.

The agreements extend the maturities of Lee's borrowings to
December 2015 and April 2017.  Implementation required a
voluntary, prepackaged Chapter 11 process to bind a small minority
of non-consenting lenders to the terms.  The plan of
reorganization was confirmed by Chief U.S. Bankruptcy Judge Kevin
Gross in the District of Delaware, where Lee is incorporated.  Lee
is scheduled to emerge from Chapter 11 on Jan. 30, 2012, when the
plan of reorganization becomes effective.

"This is the favorable outcome we fully expected, and it provides
Lee with a nearly four-year runway to continue improving our
balance sheet," said Mary Junck, chairman and chief executive
officer.  "The completion of our Chapter 11 process, which began
Dec. 12, 2011, did not affect employees, vendors, contractors,
customers or any aspect of company operations.  Stockholders
retain their interest in the company with only modest dilution.
The refinancing, along with our ongoing strong cash flow, will
keep Lee on solid financial footing as we continue reshaping our
company and building on our unique strengths.  Because of our
intensive sales culture and evolving array of products, Lee has
outpaced the industry in advertising revenue performance for 33
quarters in a row.  Even in a challenging economy, more than 80%
percent of adults in our larger markets read or use our print and
digital products each week, including two-thirds of 18- to 29-
year-olds.  All of this reinforces our optimism for the future."

Lee announced in September that its credit facility would be
amended and extended beyond its current maturity of April 2012 in
a structure of first and second lien debt.  The first lien debt
consists of a term loan of $689.5 million, as well as a new $40
million revolving credit facility that is not expected to be drawn
at closing, both of which mature in December 2015.  The first lien
debt carries interest at LIBOR plus 6.25%, with a LIBOR floor of
1.25%.  Interest on the $40 million revolver is at LIBOR plus
5.5%, with a LIBOR floor of 1.25%.  Mandatory amortization
payments for the first lien debt total $5 million for the
remainder of our 2012 fiscal year, $11 million in 2013, $12.75
million in 2014, and $13.5 million prior to the final maturity in
2015.  The second lien debt consists of a $175 million term loan
with an interest rate of 15% maturing in April 2017.  There are no
mandatory amortization payments required.  Second lien creditors
will share in issuance of approximately 6,744,000 shares of Lee
Common Stock, amounting to approximately 13% of outstanding shares
on a pro forma basis as of the closing date.

Agreement on extending Lee's remaining debt, the Pulitzer Notes,
was reached in December.  The debt will carry an interest rate of
10.55%, increasing 0.75% in January 2013 and each year thereafter.
Adjusted for principal payments and non-cash fees to be paid to
noteholders, the amended Pulitzer Notes will have a balance of
$126.4 million.  Mandatory amortization payments total $1.4
million in 2012 and $6.4 million annually thereafter prior to the
final maturity in December 2015.  Both the first lien debt and
Pulitzer Notes also require principal payments based on calculated
excess cash flow and allow for optional repayments.

Carl Schmidt, vice president, chief financial officer and
treasurer, said that although the refinancing agreements
ultimately received support from approximately 97% of lenders
under the credit facility and all Pulitzer Notes lenders, Lee
needed the court process to complete the transactions due to the
requirement for unanimous approval of certain of the terms of the
amended facilities.

                        About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weekly
newspapers and specialty publications in 23 states.  Revenue for
the 12 months ended December 2010 was $780 million.  The Company
has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for chapter 11
protection (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12,
2011, with a prepackaged plan of reorganization.  The Debtor
selected Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Garden City Group Inc. as claims, noticing and balloting
agent.  The Debtor disclosed total assets of $1.15 billion and
total liabilities of $1.25 billion at Sept. 25, 2011.

The Plan has been proposed to, among other things, amend and
extend the maturity of the Debtors' prepetition credit facilities
and the so-called PD LLC Notes as part of an overall effort to
restructure the Debtors' balance sheet.  The Plan was proposed
prepetition and obtained the support of 100% of holders of claims
related to the Prepetition Credit Agreement, totaling roughly
$827.9 million, and 100% of the holders of PD LLC Notes claims,
totaling roughly $133.8 million.  Priority Non-Tax Claims, Other
Secured Claims, The Herald Claim, General Unsecured Claims, and
Intercompany Claims against, as well as Interests in, all of the
Debtors will not be impaired by the Plan.  A hearing is set for
Jan. 23 at 2:00 p.m. to consider confirmation of the prepack plan.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility.  This commitment also includes the potential
payment of up to $10 million as backstop cash to Reorganized Lee
Enterprises to acquire the loans.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.


LEHMAN BROTHERS: Seeks to Exercise First Offer Right in Archstone
-----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York granted a motion by Lehman Brothers Holdings
Inc. seeking to exercise its right of first offer to buy the
stake of Bank of America Corp. and Barclays Plc in apartment
owner, Archstone.

Lehman filed the motion after the banks struck a deal to sell
26.5% of Archstone to Sam Zell's Equity Residential and granted
the latter an option to buy the second half of their stake in the
apartment owner for $1.33 billion.

LBHI has the right of first offer to purchase the banks' stake
pursuant to the terms of their agreement reached in December
2010.  Lehman, which owns 47% of Archstone, had been hoping to
buy the rest from the banks for $2.65 billion.

Two weeks ago, LBHI's bid to block Equity Residential from buying
part of Archstone was rejected after it failed to convince the
bankruptcy court that it would face irreparable harm if the sale
pushed through.

Lehman, however, can match Equity Residential's offer, which
would trigger an option allowing the latter to then buy the other
half of the banks' stake.  LBHI can match that offer also but
would have to put up enough money to overcome a likely price
increase.

                      Lehman to Block Deal

Lehman is planning this week to use $1.33 billion in cash to buy
a 26.5% stake in Archstone, according to a January 23 report by
The Wall Street Journal.

The company, which has a right to match Equity Residential's
offer, has to put up the cash this week if it wants to exercise
that option.  It is planning to do that as early as Monday using
some of its extensive cash reserves, The Journal reported, citing
people familiar with the matter as its source.

However, a move by Lehman to exercise its option will not
necessarily resolve the battle since under Equity Residential's
deal with the banks, it also has a right to buy their other 26.5%
stake.  If it does, Lehman can and is prepared to match that
offer although it is not clear what price Equity Residential
would offer for the other 26.5% stake, the report said.

Lehman is considering raising the money by bringing in an
investor.  It has been in talks with pension funds, including
Canada's Caisse de depot et placement du Quebec and the Canadian
Pension Plan Investment Board, people familiar with the
discussions said.

Archstone owns nearly 60,000 apartments in the U.S. and 14,000 in
Germany.  Lehman bought Archstone in 2007 in a $22 billion buyout
through debt and equity financing from Bank of America and
Barclays, which later became part owners when the buyout was
restructured.

Lehman's investment in Archstone is reportedly worth between $16
billion and $17 billion, including $11 billion in debt.

                      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: Seeks Estimation of LB Finance, et al., Claims
---------------------------------------------------------------
Lehman Brothers Holdings Inc. has asked the U.S. Bankruptcy Court
for the Southern District of New York to estimate the claims
filed by Lehman Brothers Finance AG and seven other claimants.

The move is part of Lehman's effort to expedite the distributions
to creditors pursuant to its $65 billion payout plan, which the
bankruptcy court confirmed last month.

LB Finance filed $15.4 billion in claims against Lehman and
another $552.8 million in claims against the company's special
financing unit.

The other claimants seek to recover as much as $37 billion from
Lehman and Structured Assets Securities Corp.  The claims are
based on alleged breach of representations and warranties related
to SASCO loans that were transferred to the trusts administered
by the claimants.

The trustees are U.S. Bank N.A., Citibank N.A., Wilmington Trust
Co., Bank of America N.A., Deutsche Bank National Trust Co., HSBC
Bank USA N.A. and Wells Fargo Bank N.A.

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
said the request is "solely for the purpose of establishing
reserves under the plan."  He added that it is necessary so that
Lehman would not have to maintain large reserves for those claims
which could reduce distributions to creditors.

Under the payout plan, Lehman is required to establish reserves
for unresolved claims, including the claims of LB Finance and the
trustees which the company described as "grossly overstated."

In court papers, Lehman asked the bankruptcy court to estimate LB
Finance's claim against the company at $0 in Class 4B, and to
estimate its claim against the special financing unit at $63.5
million in Class 5C.

As for the $37 billion in claims filed by the trustees, Lehman
proposed that the claims be estimated as unsecured claims in the
amounts listed at:

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

Daniel Ehrmann, managing director of Alvarez & Marsal North
America LLC, said in a declaration that he found no evidence that
Lehman's books and records were "materially deficient or
unreliable," and that they "fairly reflect the obligations owed"
by LB Finance to the company.

Meanwhile, Zachary Trumpp, a LAMCO LLC employee who participated
in the development of the methodology used to estimate the
trustees' claims, said the methodology "represents a reasonable
and fair basis" to estimate the potential liability of Lehman and
SASCO to the trustees.

Judge James Peck will hold a hearing to consider the request on
January 26, 2012.

                  PwC Opposes Claim Estimation

PricewaterhouseCoopers AG, Zurich, the firm appointed to
liquidate LB Finance, criticized the proposed estimation of LB
Finance's claims, saying Lehman failed to prove that the
liquidation of the claims would delay the administration of its
bankruptcy case.

PwC blamed Lehman for any delay in resolving their dispute,
pointing out that the company even refused to engage in mediation
with the firm.

The firm further said that Lehman made the request under a
provision of the U.S. Bankruptcy Code, which only authorizes the
estimation of "contingent or unliquidated claims" although LB
Finance's claims are neither contingent nor unliquidated.

Lehman also drew criticisms from Wells Fargo, Wilmington Trust,
Citibank, U.S. Bank and Deutsche Bank.

The trustees complained that Lehman did not provide factual basis
for its estimates, the company failed to prove that the
estimation is necessary to avoid delaying the bankruptcy cases,
among other reasons.

                      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 Sell Stake in Wilpon for $390MM
------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained court approval to sell
their stake in Wilton Re Holdings Limited to the Bermuda-based
company for more than $390.2 million.

LBHI, which invested as much as $300 million in Wilton, owns
about 5.66 million shares representing about 25% of the
reinsurance holding company's outstanding shares.  Wilton is
buying Lehman's stake for $69 a share, a price that Lehman
described as above market, Bloomberg News noted.

The sale is subject to closing conditions including approval or
authorization from the bankruptcy court and certain government
agencies.  Wilton must also be satisfied with the feedback from
rating agencies concerning the closing of the sale.

                      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 OK to Stay Suits Seeking $3-Billion
---------------------------------------------------------
Judge James Peck issued an order granting another six-month stay
on more than 50 lawsuits filed by Lehman Brothers Holdings Inc.
to recover more than $3 billion.

The order extends the stay to July 20, 2012, and the deadline for
completing service of summons and complaints on the defendants to
March 30, 2012.  It also imposes a September 5, 2012 deadline for
the defendants to answer the complaints.

The bankruptcy judge overruled an objection by the liquidators of
Lehman Brothers Australia Ltd. at the hearing.

The liquidators previously opposed another extension of stay on
the lawsuit filed by LBHI's special financing unit against BNY
Mellon Corporate Trustee Services Ltd.  They expressed concern
that the resolution of the lawsuit would be delayed further by
another extension of stay.

                      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: Seeks to Sanction Two SPV Issuers
--------------------------------------------------
Lehman Brothers Financial Products, Inc., asks the Court to hold
two special purpose vehicle issuers and adversary proceeding
defendants accountable for their contumacious violations of the
Court's Alternative Dispute Resolution Procedures Order for
Affirmative Claims of the Debtors under Derivatives Transactions
with Special Purpose Vehicle Counterparties, dated March 3, 2011.

Peter Gruenberger, Esq., at Weil Gotshal & Manges LLP, in New
York, contends that awarding sanctions against the Counterparty
will deter other issuers from adopting that Counterparty's tactic
of refusing to participate substantively in the SPV ADR process
by relying on untenable arguments about their alleged lack of
authority to engage in settlement negotiations with the Debtors,
despite being the Debtors' contractual counterparties and despite
being adversary proceeding defendants.

Mr. Gruenberger also argues that to allow the Counterparty to
evade the SPV ADR Order as it is seeking to do would invite the
Debtors' numerous other issuer counterparties to make similarly
baseless arguments and, thereby, subvert the purpose of the SPV
ADR Order and grind the SPV ADR process to a halt -- potentially
crippling the Debtors' efforts to resolve the hundreds of
outstanding disputes involving derivatives transactions with
SPVs.

In his declaration supporting the request, Locke R. McMurray,
managing director of Lehman Brothers Holdings Inc.'s Derivative
Legal, disclosed that the Counterparty asserted that they were
"not the proper parties for resolving this dispute at mediation"
and that they "lack authority" to enter a settlement, despite
having previously served its settlement authority designation,
which identified a director of the Counterparty "as having
complete settlement authority to negotiate all disputed amounts."

LBFP thus asks the Court to compelling Counterparty to
acknowledge to the Court in writing that (1) it has full
authority to negotiate a settlement of the dispute with LBFP in
SPV ADR No. 159 and (2) it will participate in mediation with
LBFP in good faith.  In the alternative, the LBFP asks the Court
to (1) enter a default judgment against Counterparty in the
Adversary Proceeding; (2) order Counterparty I to pay LBFP
$7,154,607 as a termination payment due under the Counterparty I
Swap Agreement, plus periodic payments due and owing of
$1,587,853; (3) order Counterparty II to pay LBFP $3,165,676 as a
termination payment due under the Counterparty II Swap Agreement;
and (4) order Counterparty to pay interest on all other amounts
at the applicable rates.  LBFP also asks an award of a sum
sufficient to reimburse it for the attorneys' fees and costs
incurred in responding to Counterparty's frivolous position,
including the attorney's fees and costs associated with preparing
and prosecuting this Motion.

                      SPV Issuers Object

In a redacted document filed with the Court, counsel for the
Counterparty insists that the SPV Issuers/Counterparty have fully
complied with the Debtors' requests relating to the ADR
proceeding, and have designated a settlement representative.  The
Counterparty, however, found discrepancies in the scope of their
authority under certain Indentures versus the authority that was
necessary to participate in the ADR proceeding in the manner
demanded by the Debtors.

Specifically, the counsel said that the representative had full
authority to participate in the ADR proceeding and bind the
Counterparty, but the Counterparty did not have the authority
under the Indentures to bind noteholders and could, therefore,
not impart authority on the representative.  The counsel also
discloses that he has reached out to the Debtors to discuss the
substantive issues relating to the Counterparty's authority but
he was ignored.

                        LBFP Talks Back

In its objection, the Counterparty attempts to cast their refusal
to participate in good faith in the ADR process as a mere
disagreement about the scope of their authority to bind
noteholders under the Indentures, Mr. Gruenberger tells the
Court.  They also seek to create the misimpression that they
attempted to engage in substantive discussions with LBFP, but
neither is accurate, he contends.

In fact, the Objection itself is but another example of the shell
game the Counterparty has played to stall the ADR process and
delay resolution of the adversary proceeding, Mr. Gruenberger
alleges.  Fortunately, he notes, rather than engage in those
machinations, about 175 other counterparties in the ADR process
have taken seriously the Court's ADR orders, leading to intensely
negotiated settlements that has surpassed the $1 billion level.

Meredith B. Parenti, Esq., at Weil, Gotshal & Manges LLP, in
Washington, D.C. -- meredith.parenti@weil.com -- filed a
declaration supporting LBFP's reply.  She presented to the Court
certain records maintained by Weil Gotshal relating to the
Debtors' transactions with the Counterparty.

                       Parties Stipulate

Following discussions to resolve their differences, the Parties
have agreed that notwithstanding the Counterparty's belief that
it has already served LBFP with an ADR Response that fully
complied with the SPV ADR Order and LBFP's contention that
Counterparty is in violation of that order, the Counterparty
agrees to serve LBFP with a confidential ADR Response by
January 27, 2012, addressing the merits of LBFP's ADR Notice
specifically with respect to LBFP's contentions concerning (i)
that the purported modification to LBFP's payment priority under
the Indentures violates the Bankruptcy Code's prohibition on ipso
facto clauses, (ii) the reasonableness of the settlement amounts
calculated by the investment advisor, and (iii) whether the
Counterparty owes LBFP the amounts stated in its ADR notice.

The Counterparty agrees that it has full authority to negotiate a
settlement for itself of the dispute with LBFP in SPV ADR No.
159.  The Parties also agree that notwithstanding LBFP's claims
to the contrary, Counterparty believes it has participated in the
ADR process in good faith and further agrees that it will
participate in good faith in the ADR process, including
mediation.

LBFP subsequently withdrew its motion for sanctions, without
prejudice.  LBFP reserves its rights to renew the Motion on any
grounds in the future.

                      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)


LOS ANGELES DODGERS: Files Sale-Based Reorganization Plan
---------------------------------------------------------
The Los Angeles Dodgers filed with the Bankruptcy Court the Joint
Plan of Reorganization under Chapter 11.  The plan resolves fully
the financial challenges confronting the Dodgers that precipitated
the filing by the debtors of the Chapter 11 cases through a sale
of all of the equity of the Dodgers, which will result in a change
in ownership of the team.

As a result of the intended sale and the related reorganization of
the Debtors, the plan contemplates that all creditor claims will
be satisfied in full either through their assumption by the
reorganized debtors or by the payment of cash from proceeds from
the sale of the Dodgers.

The club stated, "The Dodgers are fully committed to maximizing
the value of the debtors' estates.  The Dodgers are not only a
storied franchise with truly global appeal, but also present the
attractive potential for strong cash flow and significant value
enhancement.  The combination of these unique attributes is
helping to drive significant interest from potential bidders in
the Dodger sale process.  The Dodgers expect to identify the
highest and best bid prior to the Confirmation Hearing, which is
anticipated to be in April."

Implementation of the Plan of Reorganization will include the
consummation of a sale transaction on or promptly following the
Effective Date of the Plan.  The Debtors expect the Effective Date
will occur on or before April 30, 2012.

                  Full Payment with 0.l7% Interest

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that under the Plan, all claims are to be paid in full,
leaving only the baseball club's owners to vote for approval of
the plan.

The plan carries out settlements previously reached with the
commissioner of Major League Baseball and Fox Entertainment Group
Inc., the broadcaster with television rights through the 2013
season.

The confirmation hearing for approval of the plan is currently set
for April 13, allowing the sale to be completed by the April 30
deadline pursuant to the settlement between the club and the
commissioner.

The MLB settlement allows the sale of the stadium along with the
team if owner Frank McCourt agrees.

Unsecured creditors with claims ranging between $3.8 million and
$8.4 million will be paid along with 0.l7% interest from the
beginning of the Chapter 11 case in June until the claim is paid.
The interest rate is the rate paid on judgments issued by federal
courts.  All other claims, secured and priority, will be paid in
full in cash or be assumed by the team's buyer.

The Dodgers crafted the agreement with the commissioner to ensure
that the bidder with the highest offer ends up as the buyer.

                     About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LOS ANGELES DODGERS: Can Hire Deloitte as Tax Services Provider
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Los Angeles Dodgers LLC, et al., to employ Deloitte Tax LLP in
order to, among other things, prepare tax basis balance sheet,
calculate various adjustment, and review various transactions.
The Debtor will pay Deloitte $158,000 for the engagement.

                     About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


MACCO PROPERTIES: Trustee Can Hire Andrew Schmidt as Accountant
---------------------------------------------------------------
The Bankruptcy Court authorized Michael E. Deeba, the Chapter 11
Trustee of Macco Properties, Inc., to employ Andrew G. Schmidt of
Schmidt & Associates, PC, as his accountant to assist in the
preparation of all tax returns for the estate and the related
entities.  Schmidt will charge an hourly rate of $125 for all
professional services rendered.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.

As reported in the TCR on June 17, 2011, the Bankruptcy Court
approved the appointment of Michael E. Deeba as the Chapter 11
trustee in the case of Macco Properties, Inc.

James H. Bellingham, Esq., and Janice D. Loyd, Esq., at Bellingham
& Loyd, P.C., in Oklahoma City, Okla., represent the Trustee as
counsel.


MAXIM CRANE: Moody's Downgrades CFR/PDR to Caa1; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has downgraded Maxim Crane Works, L.P.
(Maxim) corporate family rating (CFR) and probability of default
rating (PDR) to Caa1 from B3 and its $250 million second lien
notes to Caa2 from Caa1. The ratings outlook is stable.

The downgrade reflects the company's weak credit metrics, which
are not anticipated by Moody's to improve meaningfully, weak
liquidity profile, and anticipated anemic recovery in the U.S.
non-residential construction market, a primary driver of crane
utilization. Moody's believes that the company's financial
performance will continue to be hindered by its leveraged capital
structure, low interest coverage, and weak demand and pricing for
rental equipment for much of 2012. Until the U.S. non-residential
construction market begins to improve, or the energy market
materially increases crane usage, the company's credit metrics are
likely to remain weak.

The stable outlook reflects Moody's expectation that credit
metrics should stop declining or stabilize over the near term as
the U.S. construction market starts to show some modest recovery
in 2012. Maxim's well established position as one of the largest
crane rental companies in the United States with a national
footprint and a broad offering of lift solutions is well
positioned to respond to an increase in demand. The company's
competitiveness benefits from a relatively young fleet and its
ability to move cranes throughout much of the United States to
address demand.

The Caa2 rating, one notch below the corporate family rating, on
the second lien notes reflects their second priority status after
a relatively large first lien asset backed loan (unrated). The one
notch downgrade of the notes is in line with downgrade of the
company's corporate family rating.

As a market leader within crane rental, Moody's anticipates the
company's recovery should match the pace of any industry recovery.
Continued deterioration of credit metrics, in particular Debt to
EBITDA above 6.5 times, retained cash flow to debt below 5% or
negative free cash flow, could cause further ratings pressure.

Although a near-term ratings upgrade is not likely, an EBITA to
interest above 1 time, free cash flow to debt of 3% or higher, and
improvements in the company's liquidity profile including the
extension of or refinancing of the company's ABL may lead to a
positive outlook or ratings upgrade.

Downgrade

   Issuer: Maxim Crane Works, L.P.

   -- Probability of Default Rating to Caa1 from B3

   -- Corporate Family Rating to Caa1 from B3

Changed

   -- Senior Secured Regular Bond/Debenture to Caa2 LGD6-92% from
      Caa1 LGD5-74%

Outlook:

   -- Outlook Stable --no change

The principal methodologies used in this rating were Moody's
Global Equipment and Automobile Rental Industry Methodology,
published in December 2010 and Loss Given Default for Speculative-
grade Non-financial Companies in the U.S., Canada and EMEA
published in June 2009.

Maxim Crane Works Holdings, Inc., headquartered in Bridgeville,
Pennsylvania, is a holding company conducting its operations
through Maxim Crane Works, L.P. The company is a nationwide
provider of specialized crane rentals and services in the United
States with a product offering that includes over 1,200 cranes and
operators that are typically employed on an as-needed basis. LTM
revenues through September 30, 2011 totaled over $338 million.
Maxim is wholly owned by Steelers Holding Corporation, an
affiliate of Platinum Equity Capital Partners II, L.P.


MC2 CAPITAL: Wants to Incur Unsecured Loan from Shaw Capital
------------------------------------------------------------
MC2 Capital Partners, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for authorization to incur
unsecured debt of up to $150,000 from Shaw Capital Partners, LLC.

The Debtor will use the loan to pay critical expenses for
administration, including the maintenance of property and casualty
insurance and security services on the estate's real property.

The principal terms of the debtor-in-possession financing are:

   -- SCP will provide the debtor a revolving line or credit in
      the maximum amount of $150,000 bearing interest at 10% per
      annum;

   -- expenditures will be made pursuant to the budget;

   -- the loan will be entitle to administrative priority
      treatment; and

   -- the loan will be due on the earlier of May 31, 2012, a sale
      of substantially all of the Debtor's assets, or the
      Effective Date of the confirmed Plan of Reorganization.

A full-text copy of the terms of the agreement and the budget is
available for free at:

    http://bankrupt.com/misc/MC2CAPITAL_agreement-budget.pdf

                         About MC2 Capital

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

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


MEDICAL INTERNATIONAL: To Seek New Distributors Worldwide
---------------------------------------------------------
Medical International Technology, Inc., sent to investors a status
report regarding the current and future state of the Company.  In
the Report the Company said that its focus is to seek new
distributors worldwide for the Company's existing products, to
increase its sales and improve its share price.

   -- On Dec. 6, 2011, the Company signed a letter of intent with
      a new distributor for the Province of Quebec and the
      Maritimes.  This distributor will be targeting the
      Mesotherapy market only.  This exclusive Letter of Intent,
      when materialised, will be worth $1.8 million dollars.

   -- After two months of discussions, on Dec. 28, 2011, the
      Company had a comprehensive understanding with one of the
      leading European distributor specialising in Animal
      application who will be selling all of the Company's Agro-
      Jet products in Netherlands, Germany and Belgium.

   -- Work in progress in collaboration with the Company's Mexican
      distributor on the required documents for the certification
      of the Company's Med-Jet and Meso-Jet products to sell in
      human applications niche markets, the Company expects the
      final documents to be submitted to the Mexican authorities
      within the next 4 weeks.

   -- MIT received encouraging results from the German doctors
      using the Company's Med-Jet MBX and H-III in Germany who was
      performing test for Mesotherapy applications, these results
      will help the Company's negotiations with Distributors
      worldwide in many of the Company's niche markets specific
      applications.

   -- The Company's plan of sales and expansion into the Chinese
      market is in the progress.

Mr. Karim Menassa, president and chief executive officer,
nominated Mr. George Hendy Ad.E, on MIT's Advisory Board.  Mr.
Hendy is a Partner at Osler, Hoskin & Harcourt LLP, an
internationally recognized law firm.  Mr. Hendy has been in
different law first with different specialization; he has vast
experience in Class actions, International Commercial Arbitration
and Alternative Dispute Resolution, and Litigation.  The
nomination and acceptance by Mr. Hendy to join MIT's Advisory
Board will strengthen MIT's management team.  The addition of Mr.
Hendy will also enrich negotiation opportunities with Medical and
Pharmaceutical companies and help MIT achieve its goal to partner
with multinational corporations.

A copy of this Report is available for free at http://is.gd/k8zeRR

                    About Medical International

Montreal, Canada-based Medical International Technology, Inc.,
specializes in production, marketing and the sale of needle-free
jet injector products designed for humans and animals, for single
and mass injections.

PS Stephenson & Co., P.C., in Wharton, Texas, expressed
substantial doubt about Medical International Technology's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency.

The Company reported a net loss of US$643,439 on US$437,378 of
revenues for fiscal 2011, compared with a net loss of US$751,109
on US$510,893 of revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed
US$1.0 million in total assets, US$1.6 million in total
liabilities, and a stockholders' deficit of USU$632,439.


MONTANA ELECTRIC: Committee Taps Harold Dye as Attorney
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Southern Montana
Electric Generation and Transmission Cooperative, Inc., seeks
permission from the U.S. Bankruptcy Court for the District of
Montana to retain Harold Dye and Dye & Moe, PLLP, as its attorney.

The hourly rates of professionals and paraprofessionals of Dye &
Moe are:

              Harold V. Dye       $250
              Nancy K. Moe        $175
              Nik G. Geranios     $175
              Paralegal           $60

The firm will also seek reimbursement of costs expended.

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

                 About Southern Montana Electric

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

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

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

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

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

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


MOONLIGHT BASIN: Ranch Closes Sale to Lehman Brothers
-----------------------------------------------------
Moonlight Basin has closed the sale of substantially all of its
assets to an affiliate of Lehman Brothers Holdings Inc. under
Moonlight Basin's confirmed chapter 11 plan of reorganization.
The sale was an integral component of a global settlement
agreement between the parties which also effectuated the dismissal
of all claims in the adversary proceeding between Lehman and
Moonlight Basin.  The settlement agreement, which was the
cornerstone of Moonlight Basin's chapter 11 plan, was approved by
the Bankruptcy Court for the District of Montana on Sept. 8, 2011,
and the chapter 11 plan was confirmed on Oct. 26, 2011.  Under the
plan, Lehman supplied the funds sufficient to satisfy in full the
claims of Moonlight Basin's administrative creditors and provide a
substantial recovery for Moonlight Basin's unsecured creditors.

"We feel confident about the ongoing success of the Moonlight
Basin ski and golf resort and the prospects for developing the
real estate within the 8,000 acre project," said Phil Cyburt,
managing director at Alvarez & Marsal, the professional services
firm that is overseeing LBHI's real estate asset management.
Since 2007, Lehman has been funding Moonlight's operations, which
include ski, golf and lodging, and plans to continue to do so.

The Moonlight team will continue to manage operations of the
Resort in the ordinary course of business.  Russ McElyea, Chief
Operating Officer for Moonlight Basin, added, "Our preparations
for the 2011/2012 ski season are now well behind us, and we are
encouraged to hear from our guests that we are delivering an
outstanding experience.  With this settlement now complete, today
is a new day for Moonlight Basin, our employees, vendors, guests
and the community as a whole."

                       About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP and affiliated
Debtors Lone Mountain Food & Beverage, LLC, Moonlight Lodge, LLC,
Moonlight Golf, LLC, Moonlight Spa, LLC, Moonlight Basin, LLC, and
Moonlight Basin Mezz, LLC, each filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case Nos. 09-62327 to 09-62332; 09-
62334) on Nov. 18, 2009.  Craig D. Martinson, Esq., and James A.
Patten, Esq., who have offices in Billings, Montana, assist the
Debtor in its restructuring effort.

In its amended schedules, Moonlight Basin Ranch LP disclosed
$45,519,089 in assets and $97,407,467 in liabilities as of the
petition date.

Treeline Springs, LLC, and Mountain Top Construction Company, LLC,
filed for Chapter 11 protection (Bankr. D. Mont. Case No.
09-62368, 09-62370) on Nov. 23, 2009.

The Debtors, together with their nondebtor affiliates, operate the
Moonlight Basin Resort (the ?Resort?), a ski and golf community
situated on more than 8,000 acres of land at the north face of
Lone Mountain in Big Sky, Montana, approximately 50 miles from
Bozeman, Montana.  The overall development plan for the Resort
also contemplates a total of approximately 1,650 residential
dwellings.  As of Sept. 2, 2011, approximately 340 units/lots have
been sold.

The Debtors' Chapter 11 Cases have been consolidated for
procedural purposes only and are being jointly administered under
case number 09-62327 pursuant to Bankruptcy Rule 1015(b).


NATIONAL HOLDINGS: Incurs $4.7 Million Net Loss in Fiscal 2011
--------------------------------------------------------------
National Holdings Corporation reported a net loss of $4.71 million
on $126.52 million of revenue for the 12 months ended Sept. 30,
2011, compared with a net loss of $6.63 million on $110.95 million
of revenue during the prior year.

"The market volatility over the past fiscal year resulted in a
challenging business setting, yet despite this difficult
environment, we grew our consolidated revenues to $126.52 million
for the fiscal year ended September 30, 2011 compared to $110.95
million for the fiscal year ended September 30, 2010 reflecting a
growth of 14%," stated Mark Goldwasser, Chief Executive Officer.
"We look forward to the future with a high level of optimism, as
we believe that the Company is well positioned to achieve success
should the markets stabilize and improve; we continue to strive
towards improving our profit margins through continued growth,
cost reduction initiatives and realizing greater efficiencies."

"We continue to leverage our diverse revenue base, including our
strategic product initiatives, overall retail advisory channel and
our investment banking team all of which resulted in an increase
in our overall commission income by approximately 16% and
investment banking revenues by approximately 6% for the year ended
September 30, 2011 as compared to the same period ending in 2010,"
stated Leonard J. Sokolow, President and Vice Chairman.  "As we
progress into our FY 2012 we see that favorable markets should
continue to reward the infrastructure we have put in place and
enable us to benefit from strategic initiatives generated by the
ever changing market place."

The net profit before interest, taxes, depreciation and
amortization (EBITDA), adjusted to exclude non-cash compensation
expense and write down of forgivable loans, was $.12 million for
the fiscal year ended Sept. 30, 2011, as compared to a net loss of
($1.52 million) for the fiscal year ended Sept. 30, 2010.  This
represents an overall adjusted (EBITDA) improvement of $1.64
million from the fiscal year 2010 to the fiscal year 2011.

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

                        http://is.gd/yifwEJ

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about National Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant losses and has a working capital deficit as
of Sept. 30, 2011.

The Company reported a net loss of $4.7 million on $126.5 million
of total revenues for fiscal 2011, compared with a net loss of
$6.6 million on $111.0 million on total revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$16.4 million in total assets, $17.8 million in total liabilities,
and a stockholders' deficit of $1.4 million.


NATIONAL RETAIL: Fitch Affirms Rating on Preferred Stock at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of National Retail
Properties, Inc. (NYSE: NNN) as follows:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Unsecured revolving credit facility at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Senior unsecured convertible notes at 'BBB';
  -- Preferred stock at 'BB+'.

The Rating Outlook is Stable.

The rating affirmations are supported by NNN's solid credit
metrics, which are appropriate for the 'BBB' IDR, as well as the
company's diverse portfolio of net lease retail properties that
have generated stable cash flows throughout cycles.

NNN's fixed-charge coverage ratio (defined as recurring operating
EBITDA less recurring capital expenditures and straight-line
rents, divided by total interest incurred and preferred stock
distributions) was solid at 2.8 times (x) for the 12 months ended
Sept. 30, 2011, down slightly from 2.9x for full year 2010.  Fitch
expects fixed charge coverage to improve through 2013 due to
recent acquisitions at attractive spreads combined with long
average remaining lease terms of 12 years, and steady fixed
charges.

In addition, occupancy also remains stable and was 97.2% as of
Sept. 30, 2011, up from 97.1% as of Sept. 30, 2010.  In a more
adverse operating environment than currently anticipated by Fitch,
fixed charge coverage could approach 2.0x over the next 12-24
months, which would be more consistent with a 'BBB-' rating.

NNN's free-standing retail property portfolio is highly granular
and includes 1,298 investment properties spread throughout 47
states, with the largest concentrations in Texas, Florida and
Illinois.  Moreover, NNN's portfolio is comprised of over 300
tenants, thus limiting individual tenant credit risk.

NNN's leverage metrics are strong for the 'BBB' rating category.
Net debt to last 12 months recurring operating EBITDA was 5.9x as
of Sept. 30, 2011, up from 5.7x as of Dec. 31, 2010, and 4.8x as
of Dec. 31, 2009.  Leverage at Sept. 30, 2011 and Dec. 31, 2010
was negatively impacted by significant acquisitions towards the
end of the period that did not fully contribute to EBITDA on a
full-year basis.  Applying a normalized run-rate for these
acquisitions, and pro forma for the fourth quarter of 2011 (4Q'11)
equity offering, leverage would be approximately 5.0x as of Sept.
30, 2011 and 5.3x as of Dec. 31, 2010.

Fitch expects leverage to decline and stabilize just below 5.0x
over the next 12-24 months. Additionally, NNN has a solid risk-
adjusted capitalization ratio of 1.5x, which is strong for the
rating category, due to a focus on stabilized, mostly unencumbered
retail property assets.  In a more adverse operating environment
than currently anticipated by Fitch, leverage could exceed 7.0x
over the next 12-24 months, which would be weak for the current
rating.

The rating actions also point to NNN's management team's track
record.  Management has consistently implemented a business
strategy that entails acquiring, owning, and investing in single-
tenant retail properties, generally under long-term triple net
leases.

The company has a solid liquidity profile.  Base case liquidity
coverage (unrestricted cash, availability under the company's
unsecured revolving credit facility and expected retained cash
flow after dividends divided by debt maturities and expected
recurring capital expenditures) is 1.7x for the period Oct. 1,
2011 through Dec. 31, 2013.  NNN's undrawn $450 million unsecured
revolving line of credit and well-laddered debt maturity schedule
are main drivers of NNN's liquidity surplus.  In addition, the
financial covenants in the company's unsecured debt agreements do
not limit NNN's financial flexibility.

NNN's unencumbered asset coverage of unsecured debt (based on a 9%
cap rate on 3Q'11 annualized unencumbered NOI) was 2.3x as of
Sept. 30, 2011 .  This level is adequate for the rating category
and provides ample contingent liquidity for NNN.

Fitch's credit concerns include NNN's moderate geographical
concentration.  Texas represents 18.6% of annualized base rents
(ABR), with the next largest concentration in Florida (10% of
ABR), indicating vulnerability to regional demand drivers.

NNN's portfolio also includes non-necessity based retailers (e.g.,
full-service restaurants, movie theatres, sporting goods) that may
be adversely impacted through retail demand cycles.  The
convenience store industry represented 21.6% of ABR as of Sept.
30, 2011, although this is mitigated by the stable performance of
this tenant segment.  The next largest industry concentration was
full service restaurants at 10% of ABR, which exposes the company
to industry specific volatility.

Although the portfolio has performed well during the recent
downturn, the company has exposure to certain higher credit risk
tenants.  It is possible that some of the locations leased to
these tenants will be vacated in the event of bankruptcy, leading
to lost revenue until a property is re-tenanted, or a potential
decline in value if the property is sold vacant.

The two-notch differential between NNN's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  Based on Fitch's report 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The Stable Outlook centers on Fitch's expectation that NNN's
credit metrics will remain consistent with a 'BBB' rating over the
next 12-24 months.  In addition, NNN's long-term triple net leases
(typically 15 - 20 years in term) and manageable lease expiration
schedule contribute to the stable cash flows of the portfolio.
The Stable Outlook also takes into account NNN's strong financial
flexibility.

The following factors may have a positive impact on NNN's ratings
and/or outlook:

  -- Broader tenant and geographic diversity;
  -- Fixed charge coverage sustaining above 3.0x (fixed charge
     coverage was 2.8x for the 12 months ended Sept. 30, 2011);
  -- Net debt to recurring EBITDA sustaining below 5.0x (leverage
     was 5.9x as of Sept. 30, 2011);
  -- Unencumbered assets to unsecured debt based on a stressed 9%
     capitalization rate, sustaining above 3.0x (this ratio was
     2.3x as of Sept. 30, 2011).

The following factors may have a negative impact on NNN's ratings
and outlook:

  -- Fixed charge coverage sustaining below 2.5x;
  -- Net debt to recurring EBITDA sustaining above 6.0x;
  -- Unencumbered asset to unsecured debt ratio sustaining below
     2.2x;
  -- A liquidity coverage ratio sustaining below 1.0x.


NATIVE WHOLESALE: Court Sets Feb. 10 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
established Feb. 10, 2012, as the deadline for any individual or
entity to file proofs of claim against Native Wholesale Supply
Company.

The Court also set May 21 as the governmental bar date.

                      About Native Wholesale

Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States.  It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor.  Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Fredericks Peebles & Morgan LLP serves as its special counsel.
Mengel Mertzger Barr & Co. LLP serves as its accountants.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.


NEVADA CANCER: Committee Taps Pachulski Stang as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Nevada Cancer
Institute seeks permission from the U.S. Bankruptcy Court for the
District of Nevada to retain Pachulski Stang Ziehl & Jones LLP as
its counsel.

The attorneys currently expected to be principally responsible
for the Case, and their respective hourly rates effective as of
Jan. 1, 2011, are:

             Robert J. Feinstein    $895 per hour
             Samuel R. Maizel       $725 per hour
             Shirley S. Cho         $650 per hour
             Jason H. Rosell        $395 per hour

The hourly rate for the paralegals assigned to the Case, Patricia
Jefferies and Felice Harris, is $255.

The firm will seek reimbursement of expenses.

To the best of the Committee's knowledge, Pachulski Stang is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                        About Nevada Cancer

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

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

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

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

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


NEVADA CANCER: Committee Taps Schwartzer as Local Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Nevada Cancer
Institute seeks permission from the U.S. Bankruptcy Court the
District of Nevada to retain Schwartzer & McPherson Law Firm as
its local bankruptcy counsel.

The Committee is informed that the professionals employed in the
Debtor's case have voluntarily agreed to a reduction of their fees
which have been incurred thus far in connection with the
bankruptcy case.  Thus, Schwartzer & McPherson has also agreed to
voluntarily reduce its fees by 20%.  The attorneys currently
expected to be principally responsible for the Case, and their
respective hourly rates effective Jan. 1, 2012 (without taking
into account the 20% discount) are:

                Leonard E. Schwartzer     $500
                Jeanette E. McPherson     $450
                Jason A. Imes             $350
                Emilia L. Allen           $225
                Angela Hosey              $125
                Sheena Clow               $125

The firm will seek reimbursement for its customary expenses.

To the best of the Committee's knowledge, Schwartzer & McPherson
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

                        About Nevada Cancer

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

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

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

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

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


NEWELL RUBBERMAID: Fitch Affirms Rating on 5.25% QUIPS at 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed Newell Rubbermaid, Inc.'s (Newell)
ratings as follows:

  -- Long-term Issuer Default Rating (IDR) at 'BBB';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2';
  -- $800 million revolving credit facility at 'BBB';
  -- Senior unsecured notes and 5.5% convertible at 'BBB;
  -- 5.25% convertible quarterly income preferred securities
     (QUIPS) at 'BB+'.

The Rating Outlook is Stable.

Approximately $2.1 billion of debt and preferred securities are
affected by this action.

The ratings reflect Newells' well-known brands, considerable
liquidity, and its focus on differentiated global products with
prospects for higher growth and margins.  The ratings also
encompass the cyclical nature of a significant portion of the
company's global business units as well as some commodity
exposure, albeit at much lower levels than several years ago.
That cyclicality and the slow growth environment since 2008 has
led to a number of impairments including the $306 million related
to the Baby & Parenting business unit in 2011.

Newell has managed its diversified portfolio of business units
well given economic pressures and volatility in commodity costs.
The company has lowered its cost, simplified its capital structure
and reduced debt such that its credit protection measures have
improved markedly since 2008.  Through the last 12 months ended
Sept. 30, 2011 (LTM), Newell's leverage of 2.3 times (x) is down
almost 1 turn from the 3.2x in 2008.  FFO interest coverage has
improved sequentially to 7.1x at the LTM from 3.5x in 2008.  More
importantly, Newell's FCF (operating cash flow less capital
expenditure and dividends) has rebounded to $200 million to $375
million annually over the past three years. It is expected to
remain in that range through 2012.

The Stable Outlook reflects the company's resumption of organic
revenue growth in 2010, strong cash flow generation, and Fitch's
expectation that share-holder friendly actions will be prudent.
Newell is at the end of major restructuring efforts, although some
fine-tuning related to the European Transformation and Project
Renewal is ongoing.  Given this, there would be cushion in the
rating to accommodate bolt-on acquisitions or prudent shareholder-
friendly actions as long as leverage (total debt with equity
credit/EBITDA) remains in the 2x to 3x range.

Fitch expects some pressure on revenues given Newell's moderate
level of sales from developed markets in Europe.  However, it
should be partially blunted by growth in developing markets.
Additionally, the company's focus on costs and Fitch's expectation
that commodity costs have stabilized somewhat should ensure that
profits and cash flows remain relatively stable.  It is noteworthy
that despite the fact that Newell has been restructuring for much
of the past decade, it has generated positive free cash flow since
at least 1996.

For the nine months ended Sept. 30, 2011 revenues increased 3.6%
paced by foreign exchange translation of 2.5% and core growth
(volume/price/mix) of 1.1% to $4.4 billion.  Higher commodity
costs such as resin and packaging material resulted in the gross
margin declining 50 basis points to 37.7%.  Debt balances declined
$54 million to $2.3 billion and is expected to remain in this
range in the near term.

Newell's financial flexibility is ample.  The company had $139
million in cash on hand, a new five-year, $800 million revolver
and $100 million of availability under its receivables facility
which provides more than $1 billion in liquidity.  Newell is
expected to extend the 364-day receivable facility in September
2012.  Long-term debt maturities are relatively heavy in 2012 when
the $250 million, 6.75% note is due and in 2013 when a $500
million, 5.5% note is due.  Newell is likely to refinance these
notes. There are no other long-term debt maturities until 2018.


NPC INT'L: Moody's Says 'B2' CFR Unaffected by Acquisition
----------------------------------------------------------
Moody's Investors Service stated that NPC International, Inc.'s
ratings are unchanged following the company's announcement that it
has agreed to acquire 36 Pizza Hut units from Pizza Hut, Inc. and
affiliates for $18.8 million plus an additional amount for
inventory, prepaids and store cash.

NPC's ratings are as:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

-- $100 million senior secured revolver due 2016 at Ba3 (LGD3,
   32%)

-- $375 million senior secured term loan due 2018 at Ba3 (LGD3,
   32%)

-- $190 million senior unsecured notes due 2020 at Caa1 (LGD5,
   85%)

-- Speculative Grade Liquidity rating at SGL-3

The ratings outlook is negative.

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

NPC International, Inc. is the largest Pizza Hut franchisee
operating 1,151 stores in 28 states with concentration in the
Midwest, South and Southeastern United States. Annual revenues
approach $960 million.


NUTRACEA: Completes Two Fund Raising Deals, Adds New Board Member
-----------------------------------------------------------------
NutraCea disclosed two fund raising transactions and the addition
of a new Board member.

The Company disclosed the recent completion of two funding
transactions.  The first is an $870,000 Original Issue Discount
Senior Secured Convertible Note provided by Hillair Capital
Investments L.P.  The second funding is a Subordinated Convertible
Secured Note package totaling $4.3 million, which included the
roll-over of $2.3 million in previously issued convertible notes
and allows for an authorized total facility amount of $7.5
million.  In total, NutraCea raised over $2.7 million in cash
prior to related closing costs from these two transactions.

NutraCea used existing cash and part of the proceeds of these two
fund raising transactions to make the final payments due to its
bankruptcy creditors in accordance with terms of its Amended Plan
of Reorganization which became effective on Nov. 30, 2010 upon the
Company's exit from Chapter 11 Bankruptcy proceedings.

Halpern Capital, a FINRA registered broker-dealer, was the
Company's investment bank and financial advisor for both
transactions.  Baruch Halpern, managing partner of Halpern Capital
Inc., was a major investor in the Notes package. Other
participants in the Notes included new investors as well as
current NutraCea shareholders.  Weintraub Partners, consisting of
attorneys from the Company's lead legal advisor Weintraub,
Genshlea, Chediak, Tobin & Tobin LLP.; NutraCea Board members Ed
McMillan, Chairman of the Board of Directors; James Lintzenich,
Compensation Committee Chair; and W. John Short, Director and CEO,
also invested in the Notes.

Concurrent with the completion of the funding transactions, Baruch
Halpern was appointed to the Board of Directors and Steven
Saunders resigned from the Board.  In addition, a Majority in
Interest of investors in the Notes received the right to nominate
another Director to be appointed to the Board.  Concurrent with
these changes, NutraCea increased the size of its board to seven
members.

W. John Short, Chief Executive Officer of NutraCea, stated, "The
completion of these two fund raising transactions allows us to put
the bankruptcy fully behind us and to focus our management team's
energies on building NutraCea into a significant player in the
global food ingredient industry."

Mr. Short continued, "I welcome Baruch Halpern to the NutraCea
Board of Directors. Baruch has been a shareholder, financial
advisor and strong supporter of NutraCea for several years and is
very knowledgeable about the strategies and future direction we
have set for our Company.  I want to thank Baruch and his team for
their support in closing both of these fund raising transactions.
In addition, I want to thank Steven Saunders for his support of
the company and his service to the Board over many years."

                         About Nutracea

Scottsdale, Arizona-based NutraCea (NTRZ.pk)
-- http://www.nutraceaonline.com/-- is a food ingredient and
health company focused on the procurement, processing and
refinement of rice bran and derivative products.  The Company has
proprietary intellectual property that allows it to process and
convert rice bran, one of the world's most underutilized food
resources, into a highly nutritious ingredient, stabilized rice
bran (SRB) that has applications in various food products.

Nutracea filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-28817) on Nov. 10, 2009.  NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.


NUTRACEA: Makes Final Payments Under Plan of Reorganization
-----------------------------------------------------------
NutraCea disclosed final payment of all amounts due to creditors
under the terms of its Plan of Reorganization.

The Company confirmed today that it has met all of its obligations
under the terms of the Amended Plan of Reorganization approved by
the US Bankruptcy Court.

W. John Short, Chief Executive Officer of NutraCea, stated, "We
are pleased to have made the final payments due to all creditors
under the Amended Plan of Reorganization.  We are proud to have
paid in full all of the lenders, suppliers and vendors who
supported NutraCea during the entire reorganization process that
began with our Chapter 11 filing in November 2009 and culminated
in our final payments to creditors at the beginning of this week.
No creditor that participated in the court supervised
restructuring process lost money doing business with NutraCea.

"NutraCea used the Chapter 11 process exactly as it was intended.
Under the supervision of the bankruptcy court, we restructured our
business, repaid all creditors in full and protected the interests
of the shareholders who invested in NutraCea prior to the
bankruptcy filing.  I want to offer special thanks to Cary
Forrester, bankruptcy counsel who represented NutraCea throughout
the proceedings, for his guidance and wise counsel in guiding us
through this complex process."

The Company's bankruptcy counsel, S. Cary Forrester, of Forrester
& Worth, in Phoenix, Arizona, commented: "This is an extraordinary
outcome. In the vast majority of Chapter 11 filings, the pre-
petition owners lose most or all of their ownership interests and
unsecured creditors receive pennies on the dollar.  In fact,
according to one study of bankruptcy outcomes, less than 10% of
Chapter 11 debtors confirm and complete a plan of reorganization.
In this case, NutraCea not only exited Chapter 11 intact and paid
all of its debts in full, but it did so in a way that allowed its
shareholders to retain 100% of their ownership interests in the
Company."

                         About Nutracea

Scottsdale, Arizona-based NutraCea (NTRZ.pk)
-- http://www.nutraceaonline.com/-- is a food ingredient and
health company focused on the procurement, processing and
refinement of rice bran and derivative products.  The Company has
proprietary intellectual property that allows it to process and
convert rice bran, one of the world's most underutilized food
resources, into a highly nutritious ingredient, stabilized rice
bran (SRB) that has applications in various food products.

Nutracea filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-28817) on Nov. 10, 2009.  NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.


OPEN RANGE: Wants to Employ Anton Collins as Tax Advisor
--------------------------------------------------------
Open Range Communications Inc. seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Anton
Collins Mitchell LLP as its tax advisor.  ACM LLP will assist the
Debtor in preparing and filing state and local tax returns for the
2011 and 2012 tax years and will provide an audit of the Open
Range Communications Inc. 401(k) Profit Sharing & Trust.

ACM LLP's hourly rates for the preparation of property tax returns
will be:

                 Partner    $350
                 Director   $245
                 Manager    $220
                 Senior     $155
                 Staff      $115

The hourly rates charged by ACM LLP professionals in the audit
group are:

                 Partner    $300 - $350
                 Director   $275 - $300
                 Manager    $180 - $250
                 Senior     $125 - $180
                 Staff      $100 - $125

ACM LLP has requested a retainer of $15,000 for the audit
services.  ACM LLP will seek reimbursement of expenses.

The Debtor believes that ACM LLP is a "disinterested person" as
that term in defined in Section 101(14) of the Bankruptcy Code.

                         About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection, Open Range said it would shut
down and liquidate the network if a buyer couldn't be found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.

In December 2011, Ann Schrader at the Denver Post reported that
Open Range has shut down operations after failing to get the
broadcast spectrum it needed, problems with network quality and
vendors, and the "sporadic" flow of money from a $267 million
federal loan, of which Open Range owes a balance of $73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
Debtor's assets.


ORCHARD SUPPLY: Moody's Confirms CFR at 'B3', Outlook Negative
--------------------------------------------------------------
Moody's Investors Service confirmed Orchard Supply Hardware Stores
Corporation Corporate Family and Probability of Default Ratings at
B3. Moody's also confirmed the B3 rating of the company's $59
million Senior Secured Term Loan due December, 2013 and assigned a
B3 rating to the $78 million Senior Secured Term Loan tranche that
was recently extended to December, 2015. The rating outlook is
negative. The rating actions resolve the review for possible
downgrade that commenced on June 28, 2011.

These ratings were confirmed and LGD assessments amended:

Corporate Family Rating at B3

Probability of Default Rating at B3

Senior Secured Term Loan due 2013 at B3 (LGD 4,56% from LGD 4,
54%)

This rating was assigned:

Senior Secured Term Loan due 2015 at B3 (LGD 4, 56%)

RATINGS RATIONALE

The confirmation of the B3 CFR reflects Moody's expectations that
OSH will be able to continue recent positive trends in comparable
store sales into fiscal 2012 as a result of initiatives taken by
its relatively new management team. Moody's expects these
initiatives will enable the company to offset a significant
portion of the incremental costs associated with its transition to
a publicly-traded company independent of Sears Holdings
Corporation (B3/Negative) following the conclusion of the spin-off
on December 30, 2011. The company has also taken steps to improve
liquidity by utilizing proceeds from recent asset sales to reduce
debt as well as extending a meaningful portion of its Senior
Secured Term Loan by two years to 2015. The confirmation also
reflects the company's December 2011 amendments to its credit
agreements which provided it with additional cushion under its
financial covenants.

OSH's B3 rating reflects the company's still high financial
leverage, with debt/EBITDA for the LTM period ending 10/29/2011 of
approximately 6.7 times. The rating also reflects execution risks
associated with the transition from a majority-owned subsidiary of
Sears to a stand-alone company. The company will need to deliver
continued improvements in same store sales and at least maintain
if not improve operating margins to offset the impact of higher
stand-alone company costs. The B3 rating also reflects the
company's narrow geographic focus with a presence only in the
state of California and the continued challenging economic
environment in that state.

The rating outlook is negative, as ratings could be downgraded if
the company is unable to execute operating strategies to improve
operating performance to a sufficient degree to offset expected
increases in operating costs in fiscal 2012 following its spin-off
by Sears. The negative rating outlook also reflects the company's
still significant 2013 debt maturities.

In view of the negative, outlook ratings are unlikely to be
upgraded. The rating outlook could be stabilized if the company
were to demonstrate stable earnings and positive comparable store
sales while also further addressing its 2013 debt maturities.
Quantitatively the rating outlook could be stabilized if
debt/EBITDA approached 6 times. Over time ratings could be
upgraded if EBITA/interest exceeded 1.5 times and debt/EBITDA was
sustained below 5.25 times.

Ratings could be lowered if over the next couple quarters the
company does not demonstrate stable operating earnings, which
would indicate that its strategies are not fully effective to
offset higher operating costs resulting from the spin off. Ratings
could also be lowered if the company does not begin to make
further progress to address its late 2013 debt maturities.

The principal methodology used in rating Orchard Supply Hardware
Stores was the Global Retail Industry Methodology published in
June 2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in San Jose, California, Orchard Supply Hardware
Stores Corporation is a specialty home improvement retail carrying
a broad range of merchandise across repair and maintenance, lawn
and garden and in-home products. The company operated 87 stores in
California. LTM revenues are approximately $660 million.


PACESETTER FABRICS: OK'd to Use Cash Collateral Until March 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved third stipulation authorizing Pacesetter Fabrics, LLC's
to use the cash collateral until March 16, 2012.

The stipulation, entered between the Debtor and Cathay Bank,
provides for among other things:

   -- during the Third Extended Period, the Debtor will pay to
   lender all payments required under the Third Revised Budget,
   including without limitation not less than the additional
   amounts of not less than three $100,000 scheduled periodic
   payments at the times specified in the Third Revised Budget;
   and

   -- the Debtor consent to the immediate grant by the Court of
   relief from the automatic stay for lender to enforce against
   Mixxed 26, LLC in any court of competent jurisdiction any and
   all claims against Mixxed 26, including without limitation to
   collect any money owed to Debtor by Mixxed 26.

A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/PACESETTER_FABRICS_cashcoll_3rdstipulatio
n.pdf

As reported in the Troubled Company Reporter on Sept. 22, 2011,
the bank asserted that it is owed $12.6 million in the aggregate
plus attorneys' fees and costs as of June 17, 2011, under various
prepetition secured loan agreements with the Debtor.

The debt includes a $17.5 million loan under a 2009 agreement
among Pacesetter, its affiliate Rock L.A. Fashion LLC, and the
bank.  The Debtor and Rock defaulted on the loan by failing to
make payment due December 2009.  In February 2010, the parties
executed a forbearance agreement; the lender also provided a $4.3
million term loan to pay down the prior loan.  The term loan was
due April 30, 2011.  The Debtor and Rock defaulted on the loans by
failing to make required payments and violating disclosure
requirements.

The Debtor is also a guarantor under a $2 million loan extended by
the bank to Ramin Namvar, the manager of both the Debtor and Rock.
Mr. Namvar is also in default of his loan.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011, estimating assets and
debts of $10 million to $50 million.  Judge Ernest M. Robles
presides over the case.  The Debtor is represented by Brian L.
Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin,
Esq., at Rutter Hobbs & Davidoff Incorporated.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PEAK BROADCASTING: Taps Sheppard Mullin as Chapter 11 Counsel
-------------------------------------------------------------
Peak Broadcasting LLC and its debtor-affiliates seek Bankruptcy
Court permission to employ Sheppard, Mullin, Richter & Hampton LLP
as Chapter 11 counsel.  The principal Sheppard Mullin attorneys
who are presently designated to represent the Debtors are partner
Ori Katz and associate Robert K. Sahyan.  Their hourly rates are
normally $620 and $455, respectively.

Sheppard Mullin has agreed to discounts its fees by 10%.  Other
Sheppard Mullin attorneys may render limited services on discrete
matters requiring their particular expertise or when the principal
attorneys are unavailable, and those other attorneys will be
subject to this 10% discount as well.

Sheppard Mullin has received payments from the Debtors during the
year prior to the Petition Date for $391,049.67 in connection with
its prepetition representation of the Debtors.  Of this amount,
$331,596.95 was applied prepetition toward the payment of Sheppard
Mullin's fees and expenses incurred through the Petition Date.

Mr. Katz attests that Sheppard Mullin is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.

The firm may be reached at:

          Ori Katz, Esq.
          Robert K. Sahyan, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          Four Embarcadero Center
          Seventeenth Floor
          San Francisco, CA 94111
          Tel: 415-774-3238
          E-mail: okatz@sheppardmullin.com
                  rsahyan@sheppardmullin.com

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Pachulski Stang Ziehl & Jones LLP serves as the Debtors' Chapter
11 local counsel.


PEAK BROADCASTING: Taps Pachulski as Local Bankruptcy Counsel
-------------------------------------------------------------
Peak Broadcasting LLC and its debtor-affiliates seek Bankruptcy
Court permission to employ Pachulski Stang Ziehl & Jones LLP as
their Chapter 11 local counsel.  The principal attorneys and
paralegals presently designated to represent the Debtors and their
current standard hourly rates are:

          Joshua M. Fried, Esq.                 $650
          Michael R. Seidl, Esq.                $575
          C. Margaret L. McGee (paralegal)      $245

Mr. Seidl, Esq., attests that Pachulski does not hold or represent
any interest adverse to the Debtors' estates, and is a
"disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code.

Pachulski has received payments from the Debtors during the year
prior to the Petition Date in the amount of $49,283.50, including
the Debtors' aggregate filing fees for these cases, in connection
with its prepetition representation of the Debtors.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.


PEAK BROADCASTING: Taps Edinger as Counsel to FCC Matters
---------------------------------------------------------
Peak Broadcasting LLC and its debtor-affiliates have engaged
Edinger Associates as special counsel to advise and assist the
Debtors with matters involving their Federal Communications
Commission licenses. The Debtors' prepackaged plan of
reorganization calls for the transfer of their FCC licenses to a
trust.

The firm will be paid at these rates:

          Scott Woodworth               $300
          Ladd Johnson                  $300
          Brook Edinger                 $375

Mr. Woodworth -- swoodworth@edingerlaw.net -- attests that Edinger
does not hold or represent any interest adverse to the Debtors'
estates, qualifying Edinger as a "disinterested person" as that
phrase is defined in Bankruptcy Code section 10 1(14).

Edinger has received payments from the Debtors during the year
prior to the Petition Date for $26,062, including the Debtors'
aggregate filing fees for these cases, in connection with its
prepetition representation of the Debtors.  Edinger has been
paid current as of Jan. 8, 2012, and holds a prepetition retainer
from the Debtors for $10,000.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard Mullin Richter & Hampton LLP serves as the Debtors'
bankruptcy counsel and Pachulski Stang Ziehl & Jones as co-
counsel.


PEAK BROADCASTING: Seeks Approval to Transfer FCC Licenses
----------------------------------------------------------
Peak Broadcasting LLC and its debtor-affiliates ask the Bankruptcy
Court to approve a trust agreement under which the Debtors'
broadcasting and other licenses issued by the Federal
Communications Commission will be transferred to a trust pursuant
to the Debtors' prepackaged plan of reorganization.  The Debtors
also seek to appoint a trustee.

On the Petition Date, the Debtors filed a Joint Plan of
Reorganization and a related disclosure statement.  The Plan is
the product of extensive good-faith, arm's length negotiations
between the Debtors and their primary stakeholders, including
General Electric Capital Corporation, for itself and as agent for
the Debtors' prepetition first lien lenders, and Oaktree Capital
Management, L.P., a key First Lien Lender.  GE, Oaktree and their
affiliates own 75% in the aggregate of the outstanding first lien
debt claims.

The Debtors also negotiated the terms of the Plan with members of
the Debtors' Senior Second Lien Lenders and Junior Second Lien
Lenders.  The lenders' support for the Plan is evidenced by the
Restructuring Support Agreement, dated Oct. 12, 2011 and as
amended on Dec. 30, 2011.  The Plan preserves the Debtors'
business as a going concern, and provides for the consensual
elimination of roughly $85 million to $90 million in prepetition
secured debt.  The Restructuring Support Agreement, as amended,
requires the Debtors to consummate the Plan by no later than Feb.
29, 2012 to prevent the Debtors from languishing in bankruptcy.

The Debtors seek to expeditiously consummate the Plan to mitigate
the substantial costs and burdens of administering a chapter 11
case.  But, before the Debtors may consummate the Plan, and to
effect the Debtors' post-emergence corporate structure, the
Debtors must obtain Federal Communications Commission approval for
the assignment or transfer of the FCC License Assets.  The Debtors
said securing the Court's approval now of the FCC Trust Agreement,
and authorization to appoint the Trustee, will accelerate the
FCC's consideration of the transactions contemplated under the
Plan, including the assignment or transfer of the FCC License
Assets.  The Supporting Lenders support the Court granting the
Debtors' request.


PENDLETON COUNTY: S&P Cuts Rating on Series 1993B Bonds to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Pendleton County, Ky.'s multi-county lease funding revenue bonds
series 1993B, issued on behalf of Kentucky Association of Counties
Leasing Trust Program, to 'B' from 'A', and removed it from
CreditWatch with developing implications, where it was placed on
Oct. 18, 2011. The outlook is stable.

The security for the bonds is investment earnings and funds on
deposit in an investment agreement (IA) between the trustee (on
behalf of the issuer) and Transamerica Life Insurance Co., the IA
provider. There are $10 million in funds on deposit with the IA
provider, and these funds are earning 6.4% interest. There are $10
million in bonds outstanding and the bonds are paying investors
6.4% interest each interest payment date.

The trust indenture calls for certain fees and expenses to be paid
from the trust estate.

"In our opinion, the trust estate does not have sufficient funds
to pay projected debt service and expenses on the bonds, as set
forth in our criteria," said Standard & Poor's credit analyst
Steve Tencer.

"The association indicated to us that it plans to deposit
additional funds in the trust estate to make such payments and to
amend the documents to be consistent with our criteria. To date,
we have not been provided with any amended documents, and we are
not aware of the deposit of any funds into the trust estate," S&P
said.


PENINSULA HOSPITAL: Wants Plan Filing Deadline Extended to Feb. 17
------------------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home Corp.
are seeking an extension of the initial exclusive right to file a
Chapter 11 plan through Feb. 17, 2012.  They are seeking an
extension of the deadline to solicit acceptances of the plan
through Apr. 17, 2012.

The Debtors assert that extension of the Exclusive Periods will
allow them to continue to work with the Official Committee of
Unsecured Creditors to formulate consensual Chapter 11 plans.

In constrast, termination of the Exclusive Period, the Debtors
insist, could give rise to the threat of multiple plans and a
contentious confirmation process that will result in increased
administrative expenses and diminished returns to creditors.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., of Certilman Balin, & Hyman, LLP, has
been appointed by the Court as examiner in the Debtors' cases.  He
is tasked to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PINNACLE AIRLINES: Chief Executive Says Bankruptcy is Possible
--------------------------------------------------------------
Pinnacle Airlines Corp. sent a letter to its employees updating
them on the restructuring program announced on Dec. 8, 2011.  The
Company stated that its financial position continues to worsen at
an alarming rate and that it needs to act immediately.

"We presented a comprehensive turnaround plan to our Board that
focuses on steps required to address our situation.  From a
liquidity perspective, we have been in active discussions with
potential lenders and investors.  From a cost perspective, our
plan encompasses integration and synergy savings, partner contract
changes and labor savings.  The Board agreed with management's
recommendations and proposed next steps.  We have since met
regularly and repeatedly with our airline partners, union
leadership, potential investors and other parties.  Our message
has been very clear: we cannot continue to operate businesses that
are losing money.  We do not have the cash to sustain it."

The Company hopes to reach agreement with all of the necessary
parties on the changes it needs to implement to ensure the
Company's continued viability.  It is also possible that the
Company may ultimately undergo a court-supervised Chapter 11
process which many other airlines have used successfully in recent
years.

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

                       http://is.gd/gpFS7w

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PONTIAC, MI: Fitch Affirms Rating on Two Revenue Bonds at Low-B
---------------------------------------------------------------
Fitch Ratings takes the following rating action on Pontiac, MI
(the city) as part of its continuous surveillance effort:

  -- Approximately $2 million water revenue bonds, series 1995 and
     2002, affirmed at 'B-';
  -- Approximately $3.3 million sewer revenue bonds, series 2002,
     affirmed at 'B-'.

The Rating Outlook is revised to Positive from Stable.

The water revenue bonds are secured by net revenues of the city's
water system.  The sewer revenue bonds are secured by net revenues
of the city's sewer system.

Financial performance in 2011 improved with water and sewer funds
experiencing strong cash flow and coverage of existing debt
obligations.  Although management did not provides financial
projections, cash flow and debt service coverage will likely
decline as state loans repayments of approximately $12 million in
new revolving fund loans begin in fiscal 2012.  Fitch anticipates
that debt service coverage should remain adequate with the
additional savings expected from the United Water operating
agreement.

In Fitch's view, the credit quality of the water and sewer ratings
is closely tied to the overall health of the city.  In the past,
the city has used funds from the water and sewer funds to provide
cash flow relief to the general fund.  While there are currently
no outstanding loans due from the general fund to the two systems,
the potential still exists.

Ongoing discussions about a potential sale of excess wastewater
treatment capacity contemplate potential use of the funds to
benefit general fund operations.  Although these discussions have
been ongoing for years and remain tentative, it continues to
reflect the collective approach to city financial operations that
leads to the credit relationship.

However, as the city's general financial position improves, there
is less risk to the utility enterprise funds of the use of system
revenues to support general government obligations.  Further
decoupling of the credit quality of the water and sewer systems
from the general government will also include improved financial
reporting and forecasting made available by management for the
enterprise systems.  Fitch expects these additional functions to
develop as the city progresses towards overall financial health.

Following multiple years of weak financial performance, the state
appointed an EFM in March of 2009. The EFM is employed by the
state to re-establish structural integrity and eliminate the
city's overall accumulative deficit within five years with
authority over labor negotiations, hiring, spending, and most
other financial concerns.  The third EFM is in place since 2009,
creating some concern regarding turnover.  Importantly, the EFM
has unilateral control over rate setting for the utilities.

Both the water and sewer funds experienced strong cash flow
according to the 2011 audit. Each system achieved positive debt
service coverage (over 7.0x for the water system and 3.0x for the
sewer system) with sizable increases to their previously slim cash
reserves.  Water system cash reserves improved to over $5 million
(234 days operating cash) and the sewer system cash reserves
totaled $3.5 million (175 million days cash).  However, coverage
will decline as debt payments at each of the utilities increase
with the additional loan repayments to the state beginning in
fiscal 2012.

Loan proceeds are needed to comply with regulatory requirements
for both systems, certain of which were mandated by the state.  In
2009, the city received authorization to borrow $5.5 million from
the state drinking water revolving fund and $16 million from the
state revolving fund for sewer fund improvements.  Both loans
allowed the city to take advantage of funds provided by the
American Recovery and Reinvestment Act which provide 40% principal
forgiveness on the loan amounts.  Based on the city's estimated
draw-down of loan funds, the first interest payments are due in
fiscal 2012.

As of July 1, 2011, United Water took over operations of the water
and sewer systems under an operating agreement with the city.  The
city anticipates that United Water will be able to improve water
losses and revenue collections as well as operate the systems for
a savings of $2 million annually for both funds combined under a
fixed price contract.

Rates were increased 5% at the water system and 14% at the sewer
system as of July 1, 2011 as well, although this reflects
increasing water supply and treatment costs from Detroit, the
city's wholesale water provider.

Collection levels were only 84% based on information last provided
to Fitch. Additional rate review is being conducted by United
Water with consideration given to both operating and capital
requirements and additional rate increases may be necessary within
fiscal 2012.

Collectively, both funds had around $8 million in customer
receivables at the end of fiscal 2011, as compared to $22 million
in annual revenues.  However, a city ordinance was passed allowing
for water service shut-off in the event of non-payment, which the
city is hoping will both improve collections and reduce the
uncollected amounts.  Uncollected amounts after six months can be
transferred to the county for collection on the property tax bill.


POTOMAC SUPPLY: Files for Chapter 11 Due to Funding Woes
--------------------------------------------------------
Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Va. Case No. 12-30347) on Jan. 20, 2012, in Richmond.

The Debtor estimated assets and debts of $10 million to
$50 million as of the Chapter 11.

Potomac in mid-January announced that it is suspending
manufacturing operations in Kinsale after its lender refused to
provide financing without additional investment.  Potomac said it
will resume operations at the 168-employee plant if it obtains
funding.

Potomac, according to The Associated Press, shut its 57-employee
sawmill in December after being hit by the recession.

Founded in 1948, the Kinsale-based company has five manufacturing
operations.


POTOMAC SUPPLY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Potomac Supply Corporation
        1398 Kinsale Road
        Kinsale, VA 22488

Bankruptcy Case No.: 12-30347

Chapter 11 Petition Date: January 20, 2012

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

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Patrick J. Potter, Esq.
                  PILLSBURY WINTHROP SHAW PITTMAN LLP
                  2300 N. Street N.W.
                  Washington, DC 20037-1128
                  Tel: (202) 663-8000
                  E-mail: patrick.potter@pillsburylaw.com

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

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

The petition was signed by William T. Carden, Jr., chief executive
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Osmose Wood Preserving Co.         Trade Debt             $924,078
P.O. Drawer O
1016 Everee Inn Road
Griffin, GA 30224

Flippo Lumber Corporation          Trade Debt             $549,830
P.O. Box 38
Doswell, VA 23047

Potomac Xpress, LLC                Trade Debt             $542,327
1398 Kinsale Road
Kinsale, VA 22488

Marquette Transportation           Trade Debt             $437,381
P.O. Box 1450
Minneapolis, MN 55485

West Fraser                        Trade Debt             $428,041
#501 858 Beatty Street
Vancouver BC V6B 1C1 CA

Arbortech Forest Products, Inc.    Trade Debt             $341,979
500 Dearing Avenue
Blackstone, VA 23824

Weyerhaeuser ? Contract Loads      Trade Debt             $189,435

Potomac Bioenergy Solutions, LLC   Trade Debt             $180,000

Elliot Sawmilling Company, Inc.    Trade Debt             $171,504

True North Sales LLC               Trade Debt             $156,071

Chips, Inc.                        Trade Debt             $144,836

Gypsum Express, Ltd.               Trade Debt             $135,911

Primary Packaging, Inc.            Trade Debt             $123,400

Chester Wood Products, LLC         Trade Debt             $117,046

Viance, LLC                        Trade Debt              $70,351

Alvarez & Marsal, LLC              Trade Debt              $69,204

Ball Lumber Company, Inc.          Trade Debt              $68,541

Carter Machinery Company, Inc.     Trade Debt              $66,900

Motion Industries, Inc.            Trade Debt              $64,059

Amandus Kahl GmbH & Co. KG         Trade Debt              $59,283


PRIUM SPOKANE: Trustee Retracts Case Conversion, Dismissal Plea
---------------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee for Region 18, notified the
U.S. Bankruptcy Court for the Eastern District of Washington that
it has withdrawn it request to dismiss or convert Prium Spokane
Buildings, L.L.C.'s case to one under Chapter 7 of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Nov. 8, 2011, the
Debtor asked the Court to deny the motion to dismiss or convert.
The Debtor asserted that dismissal or conversion would not be in
the best interests of creditors.  Further, the time that has
elapsed without filing a plan and disclosure statement was due to
the size and complexity of the case, and the associated issues
that Prium Spokane was attempting to resolve prior to submitting a
plan.

The U.S. Trustee is represented by:

         James D. Perkins, Esq.
         United States Dept. of Justice
         920 West Riverside, Room 593
         Spokane, WA 99201
         Tel: (509) 353-2999
         Fax: (509) 353-3124

               About Prium Spokane Buildings, L.L.C.

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


PURE BEAUTY: Has Until May 1 to File Bankruptcy Plan
----------------------------------------------------
Judge Mary Walrath extended Pure Beauty Salons & Boutiques, Inc.,
et al.'s exclusive right to file a Chapter 11 plan through May 1,
2012.  The Debtors' exclusive right to solicit votes on that plan
is also extended through June 28, 2012.

                         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.


RADIOSHACK CORP: Moody's Cuts Corp. Family Rating to 'Ba2'
----------------------------------------------------------
Moody's Investors Service downgraded RadioShack Corporation's
("RadioShack") corporate family and probability of default ratings
to Ba2 from Ba1. In addition, the ratings for RadioShack's senior
unsecured convertible notes and senior unsecured notes were also
downgraded to Ba3 from Ba2. The ratings outlook remains negative.
RadioShack's SGL-1 Speculative Grade Liquidity rating is affirmed.

Mickey Chadha, Senior Analyst at Moody's said "We do not expect
the negative trend in margins and credit metrics for RadioShack to
reverse in the near to medium term due to the highly competitive
environment in its mobility business, increasing promotional sales
and the proliferation of lower margin smart phones". Chadha went
on to say "Underpinning and providing support to the ratings is
the company's very good liquidity".

RATINGS RATIONALE

Based on Moody's outlook that the operating income growth for the
overall retail sector will be muted in 2012, the weak overall
retail market trends in the fourth quarter of 2011 and the
increasing price competition within the wireless mobility sector,
Moody's believes that RadioShack's operating performance will
continue to be weak.

These ratings are downgraded and point estimates updated:

Corporate Family Rating to Ba2 from Ba1

Probability of Default Rating to Ba2 from Ba1

$375 million 2.5% senior unsecured convertible notes due 2013 to
Ba3 (LGD 4, 64%) from Ba2 (LGD 4, 64%)

$325 million senior unsecured notes due 2019 TO Ba3 (LGD 4, 64%)
from Ba2 (LGD 4, 64%)

Senior unsecured shelf rating to (P) Ba3 from (P) Ba2

The negative outlook reflects Moody's opinion that the 2012
operating environment will remain challenging and that
RadioShack's ongoing lackluster operating performance is resulting
in margin erosion which will likely continue in the near to medium
term. Pending maturity concerns are mitigated by Moody's
expectation that the company's cash balance will be maintained at
approximately current levels.

Given the negative outlook, upward movement in RadioShack's
ratings is unlikely in the near to medium term. Stabilization of
the outlook could occur if operating margins reverse their
declining trend, liquidity remains very good, debt/EBITDA is
sustained below 4.25 times and EBITA to interest is sustained
above 2.5 times.

In the longer term a higher rating would likely require no
deterioration in liquidity and improvements in operating
performance, such that debt / EBITDA is sustained below 3.75 times
and EBITA to interest is sustained above 3.5 times.

Given that debt/EBITDA and EBITA/interest for the LTM period ended
September 30, 2011 is at about 5.0 times and about 2.5 times
respectively, ratings could be downgraded if there is no
improvement in credit metrics in the near to medium term. Ratings
could also be downgraded due to further increases in dividends or
share buyback's and deterioration in liquidity.

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

Please see ratings tab on the issuer/entity page on www.moodys.com
for the last rating action and the rating history. The date on
which some ratings were first released goes back to a time before
Moody's ratings were fully digitized and accurate data may not be
available. Consequently, Moody's provides a date that it believes
is the most reliable and accurate based on the information that is
available to it.


RANCHO LAS FLORES: San Bernardino Land Owner Files for Chapter 11
-----------------------------------------------------------------
Dana Point, California-based Rancho Las Flores, LLC, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 8:12-bk-10764-ES)
on Jan. 19, 2012, in Santa Ana.

The Debtor disclosed $168.3 million in assets and liabilities of
$58.1 million in documents attached to the petition.

The Donald W. Hutchings Living Trust owns 72% of the Debtor.
Donald W. Hutchings, as president of Countryside Properties Inc.,
the manager of the Debtor, signed the Chapter 11 petition.

The Debtor owns parcels of land identified as Rancho Las Flores in
Hesperia, California (valued at $166.3 million); a 124-acre
Weirick property in Hesperia ($570,000); the Afton Canyon Property
in Baker, California ($70,400); and the Derkermus Property in San
Bernardino County ($162,175).

The Debtor has communications site license agreements for cell
tower operations with AT&T Wireless and Southern California Edison
Company.

Income from business operations in 2010 was $1.29 million.  Income
rose to $2.68 million the next year.

A $55.7 million claim by RE Loans LLC is secured by the Rancho Las
Flores property.

RE Loans LLC, which for many years was providing financing to home
builders and developers of real property, had sought Chapter 11
protection with affiliates (Bankr. N.D. Tex. Case Nos. 11-35865,
11-35868 and 11-35869) on Sept. 13, 2011.  Rancho Las Flores says
that a motion for relief from stay has been filed in the RE Loans
Chapter 11 case.


RANCHO LAS FLORES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rancho Las Flores, LLC, Debtor
        33971 Selva Road, Suite 250
        Dana Point, CA 92629

Bankruptcy Case No.: 12-10764

Chapter 11 Petition Date: January 19, 2012

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

Judge: Erithe A. Smith

Debtor's Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS LLP
                  2030 Main Street, #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

Scheduled Assets: $168,276,058

Scheduled Liabilities: $58,080,221

The petition was signed by Donald W. Hutchings, president of
Countryside Properties, Inc., manager.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Niguel Shores LLC                  Lease                    $4,894
P.O. Box 1762
San Ramon, CA 94583

O?Neil LLP                         Trade Debt               $1,415
1990 MacArthur Boulevard, Suite 1050
Irvine, CA 92612

Professional Archaeological        Trade Debt                 $800
13730 Via Cima Bella
San Diego, CA 92129

Staples Credit Plan                Trade Debt                 $587

Law Offices of David L Colgan      Attorney?s Fees            $424

Xerox Corporation                  Equipment Fees             $187

REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.46 cents-on-the-
dollar during the week ended Friday, Jan. 20, 2012, an increase of
0.28 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 131 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


SAKS INC: Moody's Lifts Corporate Family Rating to 'Ba3'
--------------------------------------------------------
Moody's Investors Service upgraded Saks Incorporated ratings
including its Corporate Family Rating to Ba3 from B1. The rating
outlook is stable. The upgrade reflects Saks' strong operating
results and Moody's belief that Saks' growth in operating income
is sustainable given the strength in the luxury sector. This
results in Saks' being able to sustain EBITA margins above 4.5%
and EBITA to interest expense above 2.25 times, a level that
Moody's believes is more indicative of a Ba rating.

These ratings are upgraded:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3 from B1

Senior unsecured rating to B1 (LGD 5, 71%) from B2 (LGD 5, 75%)

RATINGS RATIONALE

"Saks reported very strong Holiday 2011 sales which bodes well for
its 2011 earnings," stated Maggie Taylor a Senior Credit Officer
with Moody's. "Its performance is likely to remain strong as the
luxury sector is resilient to most of the economic pressures
facing consumers," she added.

Saks' Ba3 reflects its low level of funded debt which results in
modest leverage, its very good liquidity, and its sizable
portfolio of unencumbered real estate. The rating also
acknowledges Saks' well recognized brand name and that the luxury
goods market is somewhat immune to most pressures facing
consumers, namely high unemployment and continued high gas prices.
Thus, Moody's expects Saks to continue to perform well. The rating
is constrained by Saks' relatively small scale with revenues of
about $3.0 billion, its limited store base, and its geographic
concentration in New York City which accounts for about 22% of its
sales. The rating also considers that Saks' operating margin
continues to lag its peers. In addition, Saks' history of erractic
operating performance prior to the recession remains a rating
concern.

The stable outlook reflects the strength in Saks' debt protection
measures and acknowledges the Euro area sovereign crisis. While
the Euro area sovereign crisis could potentially impact tourism in
New York City potentially hurting sales at Saks' flagship store
and also result in continued stock market volatility, Moody's
believes that the strength in Saks' debt protection measures and
its very good liquidity provide it with a sizable cushion at the
Ba3 rating level.

An upgrade would require Saks' to continue to demonstrate
consistently solid operating results and to improve EBIT margins
such that they are closer to its industry peers and remain above
6.5%. A rating upgrade would also require Saks to maintain good
liquidity along with debt to EBITDA below 3.5 times and EBITA to
interest expense above 2.75 times. In addition, an upgrade would
require Saks to maintain financial policies that would support
this level of credit metrics.

Ratings could be downgraded should operating performance falter or
debt increase such that debt to EBITDA would rise above 4.5 times
or EBITA to interest expense would fall below 2.25 times.

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

Saks Incorporated, headquartered in New York, NY, operates about
46 Saks Fifth Avenue Stores in 22 states and 60 OFF 5th off-price
stores across the United States. Revenues are about $3.0 billion.


SCHOMAC GROUP: Hearing on LNV Corp.'s Cash Continued Until Feb. 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued until Feb. 7, 2012, at 10:00 a.m., the hearing to
consider Schomac Group, Inc., and Tedco, Inc.'s request to use LNV
Corp.'s cash collateral.

The Court has also continued until Feb. 9, at 10:00 a.m., the
hearing on NSS RV Central OG Limited Partnership's request to use
BOKF, N.A.'s cash collateral.

The Court previously authorized the Debtors to use the cash
collateral to fund postpetition operations of their businesses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender replacement liens in
all property in the same kind and character as existed
prepetition.

                 About The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group disclosed $48,929,897 in total assets and $34,583,005 in
total liabilities.  Judge Eileen W. Hollowell presides over the
cases.  Mesch, Clark & Rothschild, P.C., serves as the Debtors'
counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SCHOMAC GROUP: Hearing on Plan Outline Adequacy Set for Feb. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on Feb. 7, 2012, at 10:00 a.m., to consider adequacy of
the Disclosure Statement explaining The Schomac Group, Inc., et
al.'s Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 6, 2012, the
Plan contemplates the continued operation of the business
entities, including the marketing of properties, which will allow
the Debtors to pay creditors.  The Debtors' secured debt will be
restructured in a manner where payment obligations do not outstrip
the income from the project.

The Plan will be funded by future operations of the Debtors'
businesses, including the sale of properties, as well as by the
dividend income from the Debtors' OP Units in CubeSmart.  The
Debtors also have commitments from related non-debtor entities and
the individual equity-holder of the Debtors to fund plan payments,
to the extent the Debtors' revenues are insufficient.

The secured claim of LNV Corp. against both Schomac (Class 4) and
TEDCO (Class 17) in the scheduled amount of $17,709,053 will be
allowed in an amount determined by the Court, which the Debtor
believes will not include penalties, late charges or default
interest.  Accrued interest and allowed fees and costs will be
added to the principal amount of the claim.  This claim will be
paid over a period of 10 years.  Interest only quarterly payments
will be made for the first 36 months following the Effective Date.

Allowed general unsecured creditors of Schomac will be paid an
initial distribution equal to 10% of each Allowed Claim within 12
months after the Effective Date.  Beginning on the second
anniversary date of the Effective Date, each claimant will receive
an annual distribution, equal to at least 10% of the Allowed
Claim, plus accrued interest, until paid in full.

Allowed general unsecured claims of TEDCO (Class 19), NSS RV
(Class 26), and SRE (Class 32) will receive similar treatment.

Schomac's equity holders (Class 19), TEDCO's equity holders (Class
20), NSS RV's Equity holders (Class 27), and SRE's equity holders
(Class 33) will continue their ownership of the Debtors post-
confirmation and management of the Debtors will remain the same.

A copy of the Joint Disclosure Statement is available at no chrge
at http://bankrupt.com/misc/schomac.doc96.pdf

                      About The Schomac Group

Tucson, Arizona-based The Schomac Group, Inc.'s primary business
is to act as a holding company for its various subsidiaries, which
are actively involved in diverse segments of the real estate
industry.  Schomac's sole shareholders are two trusts controlled
by W. Michael Schoff.  Schomac previously managed a portfolio of
approximately 200 self-storage facilities, 72 of which were
sponsored and managed by Schomac with TEDCO, Inc., being a
substantial investor.  Schomac also sponsored and managed a
portfolio of apartment complexes, including the management of
roughly 40 apartment complexes, as many as 16 of which were owned
by Schomac over time.

TEDCO's primary business is to act as a holding company for its
various subsidiaries, which are actively involved in diverse
segments of the real estate industry.  TEDCO's sole shareholder is
W. Michael Schoff.

SRE Investments, LP owns eleven residential lots of roughly
5 acres each in Saguaro Ranch, a subdivision located in the
Tortolita Mountains in Marana, Pima County, Arizona.  SRE is
75.921% owed by Schomac.

NSS RV Central Limited Partnership owns the real estate known as
RV Central, a recreational vehicle and self storage facility
located at 6260 North Travel Center Drive in Marana, Pima County,
Arizona.  NSS RV is 100% owned by Schomac.

Schomac Group and TEDCO filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case Nos. 11-22717 and 11-22720) on Aug. 9, 2011.  In its
schedules, Schomac Group disclosed $48,929,897 in total assets and
$34,583,005 in total liabilities.  Judge Eileen W. Hollowell
presides over the cases.

NSS RV filed for Chapter 11 (Bankr. D. Ariz. Case No. 11-33246) on
Dec. 6, 2011.  In its petition, NSS RV estimated assets and debts
of between $1 million and $10 million each.

SRE Investments filed for Chapter 11 bankruptcy (Bankr. D. Ariz.
Case No. 11-33247) on Dec. 6, 2011.  In its schedules, SRE
disclosed $10,148,424 in assets and $3,727,952 liabilities.

Michael McGrath, Esq., and Frederick J. Petersen, Esq., at Mesch,
Clark & Rothschild, P.C., in Tucson, Ariz. Represent the Debtors
as counsel.

The cases are being jointly administered under Case No. 11-22717.


SEARS HOLDINGS: Talking to Factors; Ed Lampert Takeover Seen
------------------------------------------------------------
Karen Talley, writing for Dow Jones Newswires, reports that Sears
Holdings Corp.'s shares jumped 13% on Friday -- shares rose $5.65
to $49 in 4 p.m. trading on the Nasdaq Stock Market -- amid
expectations the department store retailer will be able to
reassure its merchandise financiers that it has the wherewithal
and the desire to meet its obligations.  Dow Jones said there's
talk that Sears could be taken over by its majority owner, hedge
fund billionaire Edward Lampert.  Any discussions couldn't be
confirmed.

Dow Jones also reports Sears on Friday was said to have talked
with a number of its larger factors about a new financial approach
after talking first with CIT Group Inc., a factor that pulled its
funding amid uncertainties about Sears's financial condition.  CIT
was said to have reinstated its financing agreement.

Dow Jones notes representatives from Sears declined to comment. A
CIT spokesman said the company doesn't comment on customers.

Factors are financing firms that buy receivables from suppliers
and collect the money from retailers once the goods are sold.

"Sears has come up with a financial vehicle to make factors more
comfortable," said a person familiar with the arrangement,
according to Dow Jones. "There is a lot of renewed confidence in
their ability to satisfy their vendors." The executive declined to
elaborate on the arrangement.

Dow Jones also reports another person close to the matter said an
arrangement has been "placed on the table" and it was likely it
would soon be put into effect.

Sears had tried to reassure suppliers it has adequate liquidity to
operate its business, but that hasn't done much to allay
financiers' fears, the sources said, according to Dow Jones.

The factors were "worried about our financial exposure and that
can't be satisfied by conversations about liquidity," said an
executive at one New York-based factor, Dow Jones also reports.
"We want shortened payment terms, more transparency into their
finances, to know the value of their assets."

                       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.


SEQUENOM INC: Selling 13 Million Common Shares at $4.15 Apiece
--------------------------------------------------------------
Sequenom, Inc., announced the pricing of an underwritten public
offering of 13,000,000 shares of its common stock, offered at a
price to the public of $4.15 per share.  The gross proceeds to
Sequenom from this offering are expected to be $53.95 million,
before deducting underwriting discounts and commissions and other
estimated offering expenses payable by Sequenom.  Sequenom has
granted the underwriters a 30-day option to purchase up to an
aggregate of 1,950,000 additional shares of common stock to cover
over-allotments, if any.  The offering is expected to close on or
about Jan. 25, 2012, subject to customary closing conditions.
Sequenom anticipates using the net proceeds from the offering for
general corporate purposes, including research and development
expenses, capital expenditures, working capital and general
administrative expenses.

Jefferies & Company, Inc., is acting as sole book-running manager
for the offering, and Oppenheimer & Co. Inc. and William Blair &
Company, L.L.C., are acting as co-managers for the offering.

The securities described above are being offered by Sequenom
pursuant to a shelf registration statement previously filed with
the Securities and Exchange Commission, which the SEC declared
effective on Dec. 21, 2011.  A preliminary prospectus supplement
related to the offering has been filed with the SEC and is
available on the SEC's Web site located at http://www.sec.gov.
Copies of the final prospectus supplement and the accompanying
prospectus relating to this offering, when available, may be
obtained from Jefferies & Company, Inc., Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 12th floor,
New York, NY 10022, or by telephone at 877-547-6340, or by email
at Prospectus_Department@Jefferies.com.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHOPPES OF LAKESIDE: March 9 Hearing on Dismissal Motion Set
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
scheduled a final evidentiary hearing on J Properties IV, LLC's
motion to dismiss Shoppes of Lakeside, Inc.'s Chapter 11 case for
March 9, 2012, at 9:30 a.m.

As reported in the TCR on Dec. 22, 2011, Secured Creditor J
Properties IV, LLC, told the Bankruptcy Court that the Debtor's
Chapter 11 case should be dismissed as a bad faith filing.

J Properties told the Court that, among others, the two Chapter 11
plans (Dec. 31, 2010, and April 20, 2011) proposed by the Debtor
both allow the Debtor to stave off secured creditors for seven
years with only minimal payments.  Both plans also provide for an
improper release of Mr. Hionides' guarantee liabilities as to
those same creditors.

                   About Shoppes of Lakeside Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., holds
title to and generates income from residential and commercial
buildings and unimproved land in Duval County.  The Debtor owns 45
commercial properties and 10 residential properties.  The Debtor
filed for Chapter 11 bankruptcy protection on June 15, 2010
(Bankr. M.D. Fla. Case No. 10-05199).  Taylor J. King, Esq., at
the Law Offices of Mickler & Mickler, in Jacksonville, Fla.,
represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Debtor disclosed $39,128,747 in assets and $37,748,101 in
liabilities.


SHOPPES OF LAKESIDE: Will Seek Plan Approval at March 21 Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
approved the adequacy of the information of the disclosure
statement filed by Shoppes of Lakeside, Inc., on April 20, 2011,
and the addendum filed on Oct. 20, 2011.

The Court established March 7, 2012, as the deadline for filing
written acceptances or rejection of the Plan.  The Court set a
March 21, 2012 hearing date to consider the confirmation of the
Debtor's Plan.  Objections to confirmation, if any, must be filed
and served 7 days before the date set for the confirmation
hearing.

Pursuant to the Plan terms, general unsecured claims will be paid
100% distribution, together with 5% interest, over 84 months.
With respect to the one shareholder who owns 100% equity interest
in the Debtor, no distribution will be made until all prior
classes are paid in full.

Payments and distributions under the Plan will be funded by:

Lease and/or sale of commercial real property and capital
contributions of Chris Hionides, the President, Vice President,
Secretary and Treasurer of the Debtor.  Numerous real properties
owned by the Debtor are unencumbered or have minimal debt.  Debtor
anticipates sale of such properties over the life of the Plan to
fund Plan payments, in addition to rental income.

A copy of the Disclosure Statement filed April 20, 2011, is
available for free at:

      http://bankrupt.com/misc/shoppesoflakeside.doc329.pdf

A copy of the Addendum to Debtor's Amended Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/shoppesoflakeside.doc390.pdf

                   About Shoppes of Lakeside Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., holds
title to and generates income from residential and commercial
buildings and unimproved land in Duval County.  The Debtor owns 45
commercial properties and 10 residential properties.  The Debtor
filed for Chapter 11 bankruptcy protection on June 15, 2010
(Bankr. M.D. Fla. Case No. 10-05199).  Taylor J. King, Esq., at
the Law Offices of Mickler & Mickler, in Jacksonville, Fla.,
represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Debtor disclosed $39,128,747 in assets and $37,748,101 in
liabilities.


SIGNAL HILL: Court Converts Chapter 11 Case to One Under Chapter 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
entered an order converting Signal Hill Crossroads, LLC's Chapter
11 case to one under Chapter 7 of the Bankruptcy Code.

In his motion for the conversion of the Debtor's case, filed
Oct. 14, 2011, W. Clarkson McDow, Jr., United States Trustee for
the Western District of Virginia, cited that the Debtor has failed
to file monthly operating reports for the months of May, June,
July and August 2011, and to pay quarterly fees for the 2nd
quarter of 2011.

Furthermore, the U.S. Trustee said that the Debtor has failed to
confirm a plan of reorganization.  The Debtor withdrew its plan
and disclosure statement after relief from the automatic stay was
granted to one of the Debtor's secured lenders.

Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, in Charlottesville, Va., serves at the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


SILVERSUN TECHNOLOGIES: Inks Exchange Pact with SWK Shareholders
----------------------------------------------------------------
SilverSun Technologies, Inc., entered into a share exchange
agreement with certain shareholders of SWK Technologies, Inc., a
subsidiary of the Company.  Pursuant to the terms of the
Agreement, the SWK Shareholders exchanged an aggregate of 25
shares of SWK to the Company for a total of 22,664,678 shares of
the Company's common stock.  Upon consummation of the Exchange,
SWK became a wholly-owned subsidiary of the Company.

The Company issued the Exchange Shares in reliance on an exemption
from the registration requirements of the Securities Act of 1933,
as amended for the private placement of our securities pursuant to
Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder.  The transaction does not involve a public
offering, the SWK Shareholders are "accredited investors" and they
have access to information about the Company and their investment.

A full-text copy of the Share Exchange Agreement is available for
free at http://is.gd/CTpht5

                          About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.

The Company's balance sheet at Sept. 30, 2011, showed $2.11
million in total assets, $2.89 million in total liabilities, all
current, and a $783,533 total stockholders' deficit.


SOUTH OF THE STADIUM: Providence Asks Court to Deny Confirmation
----------------------------------------------------------------
On Dec. 27, 2011, Providence Bank, as successor in interest to
Premier Bank, filed its objection to the First Amended Plan of
Reorganization of South of Stadium I, LLC, citing that because the
Plan does not meet the requirements of Bankruptcy Code Section
1129, the Court must deny confirmation.

Providence filed the following arguments in support of its
objection to plan confirmation:

1. The Plan is not confirmable in that it was clearly not
proposed in good faith.  Good faith requires that the Debtor
propose a plan with a reasonable expectation that reorganization
can be accomplished.

2. The Planis not fair and equitable.  In order for a plan to be
confirmed over the objection of an impaired secured creditor, it
must not discriminate unfairly and must be fair and equitable with
respect to the secured claim. 11 U.S.C. Section 1129(b)(1).

3. The Plan violates the absolute priority rule.  The Plan
provides that unsecured creditors, whose interests would be junior
to the claim of Providence, and all other classes of creditors,
receive a cash distribution.  For this to be allowable, the Plan
must provide that each impaired non-accepting class of creditors
receive value equal to the full amount of its claims before any
class whose claims or interests are junior to that class receive
anything.

4. The Plan is not feasible.  The Debtor's assets are completely
insufficient to fund the Plan.  There are over $15,000,000 in
secured claims against the Debtor's sole asset, the approximately
28.5 acres of undeveloped real property.  The Debtors appraisal
shows this asset to be worth $14,900,000, a figure which
Providence disputes and believes is substantially overstated.
Even if the Court accepts the Debtor's appraisal, there is no
means of the Debtor paying the claims as set forth in the Plan.

5. The Plan may prejudice Providence's rights against third
parties who guaranteed the debt, which would constitute an
improper third party release.

6. The Plan is not confirmable in that it sets forth no time
frame within which the Debtor will pay Class 5 claims, and does
not provide interest to Class 5 claims during such time as they
remain unpaid.

7. The Plan does not provide Providence its cash collateral and
apparently uses Providence's cash collateral to pay Administrative
Claims, Priority Tax Claims, General Unsecured Claims, and U.S.
Trustee Fees.

8. The Plan does not make the disclosures required by Bankruptcy
Code Section 1129(a)(5).

9. The Plan does not provide adequate means for implementation
under Section 1123(a)(5).  The Debtor has no means to pay all
claims in full, because the value of the claims against the Debtor
far outstrip its assets.

10. The Plan unfairly discriminates against Providence.

As reported in the TCR on Dec. 5, 2011, the U.S. Bankruptcy Court
for the Northern District of Texas, on Nov. 21, 2011, approved the
first amended disclosure statement in support of the first amended
plan of reorganization filed by South of the Stadium I, LLC, dated
Nov. 16, 2011.

Under the Plan, the Providence Property will be transferred to the
Class 3 Claimant in full and final satisfaction of any and all
amounts owed to the Class 3 Claimant.  If the Class 3 Claimant
disputes that the value of the property transferred to the Class 3
Claimant is equal to or greater than the Allowed Claim of the
Class 3 Claimant, the Bankruptcy Court will conduct a hearing and
determine the value of the property transferred to the Class 3
Claimant.

The Class 3 Providence Bank Secured Claim will be allowed in the
amount of $9,859,210 plus accrued but unpaid interest, fees, costs
and expenses.  At this time, Providence has filed a proof of claim
asserting a secured claim in the amount of $10,921,062 as of the
Petition Date, and has asserted rights under 11 U.S.C. Section
506(b) to post-petition interest at the rate of 11.5% per annum
and attorneys' fees.

The Class 4 Claim of One Prime will be allowed in the amount of
$4,713,855 plus accrued but unpaid interest, fees, costs and
expenses.  The Class 4 Claimant will release any and all claims
against the Providence Property on the date of transfer of the
Providence Property under Section 5.03 of the Plan.  The Class 4
Claimant will receive no property of any kind in consideration of
the claims of the Class 4 Claimant against SOS.

SOS owes $772,718 in unsecured claims (Class 5) of which $700,000
is owed to One Windsor Hill, LP, an insider or affiliate of SOS,
and approximately $60,000 is owed to IntegraTax, Inc., for service
provided in challenging and reducing property taxes assessed
against the real property owned by SOS.  Each Holder of an Allowed
Class 5 General Unsecured Claim will receive a pro rata share of
$10,000 cash within 30 days of the Effective Date of the Plan.
The cash will be contributed by the sole member of SOS, MMM
Ventures, LLC.

Class 6 Interests in the Debtor will be extinguished on the
Effective Date.  Class 6 is impaired under the Plan.  Each Holder
of a Class 6 Interest is entitled to vote to accept or reject the
Plan.

A copy of the First Amended Disclosure statement with respect to
the Debtor's First Amended Plan of Reorganization is available for
free at http://bankrupt.com/misc/southofthestadium.dkt38.pdf

Counsel for Providence Bank may be reached at:

         J. Seth Moore, Esq.
         Craig B. Anderson, Esq.
         DLA PIPER LLP (US)
         1717 Main Street, Suite 4600
         Dallas, TX 75201
         Tel: (214) 743-4572
         Fax: (972) 813-6267
         E-mail: seth.moore@dlapiper.com
                 craig.anderson@dlapiper.com

                 About South of the Stadium I, LLC

South of the Stadium I, LLC, in Carrollton, Texas, is a Texas
limited liability company formed on April 18, 2007, for the
purpose of acquiring and developing real property located in
Tarrant County, Texas.  MMM Ventures, LLC, a Texas limited
liability company is the sole member of SOS.  The single asset of
SOS is 28.53 acres of undeveloped land located south of the Dallas
Cowboys' stadium in Arlington, Texas.

The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
11-43278) on June 6, 2011.  Debtor-affiliates 261 CW Springs LTD
(Bankr. N.D. Tex. Case No. 1-33757), WS Minerals LLC (Bankr. N.D.
Tex. Case No. 11-43273), and WS Mineral Holdings LLC (Bankr. N.D.
Tex. Case No. 11-43290) also filed on the same day.  Judge D.
Michael Lynn presides over the cases.  Richard W. Ward, Esq. --
rwward@airmail.net -- Plano, Texas, serves as the Debtors'
bankruptcy counsel.

South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings
LLC each estimated assets and debts of $10 million to $50 million
in their petitions.  261 CW Springs estimated assets and debts of
$1 million to $10 million in its petition.  The petitions were
signed by Jeff Shirley, authorized representative.


SOUTHERN MONTANA: Hearing on Access to Lender's Cash Set for Today
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana will convene
a hearing on Jan. 24, 2012, at 10:00 a.m., to consider Southern
Montana Electric, Generation and Transmission Cooperative, Inc.'s
request to use the cash collateral.

The Court, in a second interim order, approved the stipulation
entered among Lee Freeman, the Chapter 11 trustee for the Debtor,
and the prepetition secured parties.

As of the Petition Date, the Debtor was liable to the prepetition
secured parties in respect of obligations under the indenture for
(i) the aggregate principal amount of not less than $85 million on
account of the notes issued under the indenture; and (ii) unpaid
fees, expenses, disbursements, indemnifications, obligations, and
charges or claims.

The trustee would use the cash collateral to finance the
operation of the business until Jan. 24.

As adequate protection from diminution in value of the lenders'
collateral, the Debtor will grant the prepetition secured parties
replacement liens on all collateral, and a superpriority
administrative expense claim status, subject to carve out.

                   About Southern Montana Electric

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

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

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

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

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

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


SP NEWSPRINT: Court OKs Ashby & Geddes as Comm. Local Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of SP Newsprint
Holdings LLC, et al., to retain Ashby & Geddes, P.A., as its
Delaware counsel.

The principal attorneys and paralegals presently designated to
represent the Committee and their current hourly rates are:

   Professional              Position          Hourly Rate
   ------------              --------          -----------
   William P. Bowden         Member               $640
   Karen B. Skomorucha       Associate            $385
   Stacy L. Newman           Associate            $315
   Chris Warwick             Paralegal            $185

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

An official committee of unsecured creditors appointed in the case
tapped BDO Consulting as financial advisor; and Lowenstein Sandler
PC and Ashby & Geddes as counsel.


SP NEWSPRINT: Court OKs BDO as Committee's Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of SP Newsprint
Holdings LLC, et al., to retain BDO Consulting as its financial
advisor.  BDO will seek payment for compensation of professional
services on a fixed monthly basis of $75,000 per month for the
first three months and $50,000 per month thereafter, plus
reimbursement of actual and necessary expenses.

                     About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

An official committee of unsecured creditors appointed in the case
tapped BDO Consulting as financial advisor; and Lowenstein Sandler
PC and Ashby & Geddes as counsel.


SPECTRAWATT INC: Will Seek Approval of Plan at Jan. 25 Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on Dec. 19, 2011, the adequacy of the information of the
First Amended Disclosure Statement filed in SpectraWatt Inc.'s
Chapter 11 case.

The hearing to consider the confirmation of the Plan is scheduled
for Jan. 25, 2012, at 10:00 a.m.

Washington County, Oregon, which holds pre-petition secured claims
against the Debtor for unpaid property taxes totaling $45,642 plus
accruing interest, has objected to the proposed plan of
liquidation.  The County tells the Court that the Debtor sold its
Oregon assets without its knowledge or consent and failed to remit
the sale proceeds, to which the County's lien automatically
attached, to the County.

The County thus seeks entry of an order denying confirmation of
the proposed Plan, unless the Plan is amended to provide for the
full payment of the Oregon Tax Claims upon confirmation.

As reported in the TCR on Jan. 6, 2012, SpectraWatt Inc. filed a
First Amended Disclosure Statement in connection with the Debtor's
Chapter 11 Plan of Liquidation, dated Dec. 5, 2011.

The Plan contemplates the transfer of all of the Debtor's assets
into a Liquidating Trust for distribution to holders of Allowed
Claims by the Liquidating Trustee.  The Liquidating Trustee will
be tasked with the winding down of the Debtor's Estate and the
resolution of the outstanding Claims against the Debtor.

The Classes of Claims and Interests and their treatment are:

     A. Class 1 - Allowed Series A-1 Noteholder Secured Claims
        Estimated Allowed Claims: $41,159,724
        Estimated Recovery: 11.8%

     B. Class 2 - Allowed Crystalox Secured Claim
        Estimated Allowed Claims: $0
        Estimated Recovery: 0%

     C. Class 3 - Allowed SUMCO Secured Claim
        Estimated Allowed Claims: Unknown (disputed)
        Estimated Recovery: 100% of any Allowed claim up to the
        amount of the SUMCO Prepayment

     D. Class 4 - Allowed Other Secured Claims
        Estimated Allowed Claims: $0
        Estimated Recovery: 100% of any Allowed Claims

     E. Class 5 - Allowed Priority Non-Tax Claims
        Estimated Allowed Claims: $0
        Estimated Recovery: 100% of any Allowed Claims

     F. Class 6 - Allowed General Unsecured Trade Claims
        Estimated Allowed Claims: $775,000-$2,300,000
        Estimated Recovery if Class 6 votes to accept Plan:
        Range between 11.4% to 11.8%
        Estimated Recovery if Class 6 votes not to accept Plan: 0%

     G. Class 7 - Allowed Series A-1 Noteholder Deficiency Claims
        Estimated Allowed Claims: $36,305,535
        Estimated Recovery: 0%

     H. Class 8 - Allowed Interests
        Estimated Allowed Interests: $50,000,000
        Estimated Recovery: 0%

The treatment of Unclassified Claims are:

     A. Estimated Allowed Administrative Expense Claims other than
        Professional Fee Claims: $30,000
        Estimated Recovery: 100%

     B. Estimated Allowed Priority Tax Claims: $350,000
        Estimated Recovery: 100%

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

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

                      About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company's manufacturing facility in Hopewell Junction is
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.
SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.  Mark W. Wege, Esq., and Eric
M. English, Esq., at King & Spalding LLP, in Houston, Texas, and
Scott I. Davidson, Esq., at King & Spalding LLP, in New York,
represent the Debtor as counsel.


SQUARETWO FINANCIAL: Moody's Affirms Corp. Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed SquareTwo Financial
Corporation's Corporate Family and Senior Secured Second Lien
Notes ratings of B2. The outlook for the ratings is stable.

RATINGS RATIONALE

SquareTwo's ratings incorporate several credit weaknesses
including the Company's monoline focus on charged-off consumer
debt collections, its relatively weak financial position,
dependence on secured funding and vulnerability to model risk in
cash flow forecasting and portfolio valuation. However, Moody's
recognizes improvement in profitability and debt coverage trends
as well as notes the Company's extensive track record in the
fragmented charged-off credit card collections industry.

The Company's relatively high leverage and significant negative
tangible net worth, as well as high level of asset encumbrance,
constrain SquareTwo's operating and financial flexibility. Moody's
believes that companies in the debt collection industry need a
substantial capital cushion in order to absorb potential financial
stresses. At the same time, Moody's notes the Company's
satisfactory debt maturity profile with no substantial debt
maturities until 2014, which mitigates near-term liquidity-related
risks. In addition, significant private equity ownership of
SquareTwo creates uncertainty regarding the method and timing of
KRG's investment exit.

The rating for the Senior Notes is the same as the Corporate
Family Rating, reflecting the Senior Notes' preponderance in the
Company's debt structure. However, Moody's notes that over the
past 12 months the Company has increased the Senior First Lien
Revolving Credit Facility, which has repayment superiority over
the Senior Notes, as a percentage of total debt. Further material
changes in the capital structure may affect rated debt notching.

The rating outlook is stable, reflecting Moody's expectations that
the Company will continue to exhibit satisfactory performance.

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

SquareTwo is a purchaser of charged off credit card and other
consumer debt receivables which pursues collections via a network
of franchises. The Company is headquartered in Denver, CO.


STONER AND CO: Sec. 341 Creditors' Meeting Set for Feb. 16
----------------------------------------------------------
The United States Trustee will hold a meeting of creditors
pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Stoner
and Company on Feb. 16, 2012, at 9:30 a.m. at UST Conference Room
(New).

Stoner and Company, in Fort Collins, Colorado, filed for Chapter
11 bankruptcy (Bankr. D. Colo. Case No. 12-10429) on Jan. 11,
2012.  Judge Elizabeth E. Brown presides over the case.  Daniel W.
Alexander, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$100,001 to $500,000 in debts.  The petition was signed by Jay D.
Stoner, president.


STONER AND CO: Chapter 11 Case Conference Set for Feb. 16
---------------------------------------------------------
The Bankruptcy Court set a Chapter 11 Scheduling Conference for
Feb. 16, 2012, at 11:00 a.m. BRCH Courtroom C501 for 1.

The Debtor faces a Feb. 25 deadline to file schedules of assets
and liabilities and statement of financial affairs.

Stoner and Company, in Fort Collins, Colorado, filed for Chapter
11 bankruptcy (Bankr. D. Colo. Case No. 12-10429) on Jan. 11,
2012.  Judge Elizabeth E. Brown presides over the case.  Daniel W.
Alexander, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$100,001 to $500,000 in debts.  The petition was signed by Jay D.
Stoner, president.


SUMMO INC: Creditors Have Until Feb. 6 to File Proofs of Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
established Feb. 6, 2012, as the deadline for any individual or
entity to file proofs of claim against Summo Inc.

Pueblo, Colorado-based Summo, Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, in Colorado
Springs, Colo., serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $15,845,500 in assets and $4,809,760 in debts.
The petition was signed by John C. Musso, the president and sole
equity owner of the Debtor.  A creditors committee has not been
appointed in the bankruptcy case.


SUPERMEDIA INC: Files Q4 Post-Confirmation Quarterly Report
-----------------------------------------------------------
On Jan. 20, 2012, SuperMedia Inc., et al., filed their unaudited
consolidated Post-Confirmation Quarterly Operating Report for the
quarter ending Dec. 31, 2011, with the Office of the United States
Trustee for the Northern District of Texas, Dallas Division.

SuperMedia Inc., et al., submitted their schedules of cash
receipts and disbursements for the quarter.

SuperMedia Inc. disclosed:

         Cash, Beginning                      $0
         Cash Receipts               $32,620,000
         Cash Disbursements          $32,620,000
         Cash, End                            $0

SuperMedia LLC disclosed:

         Cash, Beginning            $267,355,000
         Cash Receipts              $310,563,000
         Cash Disbursements         $488,349,000
         Cash, End                   $89,569,000

SuperMedia Services ? West Inc. disclosed:

         Cash, Beginning                      $0
         Cash Receipts               $15,680,000
         Cash Disbursements          $15,680,000
         Cash, End                            $0

SuperMedia Services ? West Inc. changed its corporate name to
SuperMedia Services Inc., effective Jan. 1, 2011.

SuperMedia Sales ? West Inc. disclosed:

         Cash, Beginning                      $0
         Cash Receipts                $7,182,000
         Cash Disbursements           $7,182,000
         Cash, End                            $0

SuperMedia Sales ? West Inc. changed its corporate name SuperMedia
Sales Inc., effective Jan. 1, 2011.

A copy of the post-confirmation quarterly report is available for
free at http://is.gd/7zduRx

About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

SuperMedia Inc. and subsidiaries reported a net loss of
$909.0 million on $1.258 billion of operating revenue for the nine
months ended Sept. 30, 2011, compared with a net loss of
$252.0 million on $750.0 million of operating revenue for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$1.834 billion in total assets, $2.758 billion in total
liabilities, and a stockholders' deficit of $924.0 million.

*     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.


TEXAS COMPETITIVE: S&P Keeps 'CCC' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Brazos
River Authority's bonds series 2001I, 2001D-2, and 2002A to 'A/A-
1' from 'A+/A-1'. The bonds are fully supported by letters of
credit (LOCs) from Citibank N.A.

"The rating actions reflect the Nov. 29, 2011, lowering of our
rating on Citibank N.A. to 'A/A-1' from 'A+/A-1' and the
application of our joint-support criteria," S&P said.

"We downgraded the bonds after applying our joint-support criteria
using our lowered rating on Citibank N.A., the LOC provider, and
our rating on Texas Competitive Electric Holding Co. LLC ('CCC'),
the obligor. For these transactions, the long-term components of
our ratings are based on our long-term issuer credit ratings on,
as well as the joint support provided by, Citibank N.A. and the
obligor, assuming a low correlation level between the LOC provider
and obligor. Based on the application of our joint criteria,
there is no rating elevation to the long-term components of our
ratings on the bonds due to the rating on the obligor. The short-
term components of our ratings are based solely on our short-term
issuer credit rating on Citibank N.A. because we currently do not
assign a short-term rating to Texas Competitive Electric Holding
Co. LLC," S&P said.

"The long-term components of our ratings on all of the bonds
address full and timely payments of interest and principal when
the bondholders have not exercised the put option. The short-term
components of our ratings address full and timely payments of
interest and principal when the bondholders have exercised the put
option," S&P said.

"Changes to our ratings on these LOC-backed bonds can result from,
among other things, changes to our rating on the LOC provider or
obligor, changes to our correlation assumptions in our joint-
support criteria, the expiration or termination of the LOCs, or
amendments to the transactions' terms," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

Ratings Lowered

Transaction          CUSIP            Rating
                                 To            From
Brazos River Authority
$62.92 mil poll ctl rev rfdg bnds ser 2001I due 12/01/2036
                 106213FQ9       A/A-1         A+/A-1
$60.65 mil poll ctl rev rfdg bnds ser 2002A due 05/01/2037
                 106213FV8       A/A-1         A+/A-1
$98.53 mil poll ctl rev rfdg bnds ser 2001D-2 due 05/01/2033
                 106213GG0       A/A-1         A+/A-1


TRAILER BRIDGE: Unsecured Creditors to Receive 25%-85% Recovery
---------------------------------------------------------------
On Jan. 14, 2012, Trailer Bridge, Inc., filed a Chapter 11 Plan of
Reorganization and a related Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of New York.

Under the proposed Plan, current holders of the $82.5 million
9.25% Senior Secured Notes would receive a pro rata share of a $65
million debt instrument and 91% interest in the newly restructured
company.  Estimated recovery is 75%.

If the Plan is approved, secured creditors and contract parties
will receive 100% payment on their pre-filing claims.

Unsecured creditors, with estimated aggregate claims of $2 million
to $4 million will receive their pro rata distribution from funds
made available to them from an exit financing facility provided by
the Majority Note Holders.  Unsecured creditors will have a
recovery of 25-85%.

Additionally, the holders of Trailer Bridge's existing common
equity will have the option to receive 9% of the reorganized
Company's common equity or a cash payment of $0.15 per share.

A copy of the Plan is available for free at http://is.gd/YwUNih

A copy of the Disclosure Statement with respect to the Plan is
available for free at http://is.gd/bVGlhs

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  The Debtor disclosed $97,345,981
in assets, and $112,538,934 in liabilities.  The petition was
signed by Mark A. Tanner, co-chief executive officer.


TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 62.69 cents-on-the-
dollar during the week ended Friday, Jan. 20, 2012, an increase of
2.29 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 131 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Kerr-McGee and Anadarko Fail to Get Damages Cap
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kerr-McGee Corp. and Anadarko Petroleum Corp. lost a
skirmish with successfully reorganized Tronox Inc. when the
bankruptcy judge ruled on Jan. 20 that there is no cap on
potential damages they must pay if they lose the trial beginning
in May where they are being sued for billions of dollars to cover
costs of environmental cleanup.

The report relates that Anadarko and Kerr-McGee, the former parent
of Tronox, filed a motion asking U.S. Bankruptcy Judge Allan L.
Gropper to declare that they can't be liable for more than the
shortfall on creditors' claims.  Judge Gropper disagreed, saying
that the "appropriate measure of damages, if any, can only be
determined after trial of all relevant issues."

Mr. Rochelle discloses that Anadarko argued that Section 550(a) of
the U.S. Bankruptcy Code caps liability at the creditors'
shortfall.  Judge Gropper said that the "benefit of the estate"
language in Section 550(a) isn't a cap on damages.  The judge said
he could find no case requiring a calculation of all creditors'
claims and the resulting deficiency before fixing the amount of
liability for a fraudulent transfer.

Tronox is suing to recover environmental remediation costs it was
given when spun off by Kerr-McGee in March 2006.  Anadarko
acquired Kerr-McGee for $18.4 billion in August 2006.  In his 20-
page opinion, Judge Gropper said the possible range of damages was
as high as $15.5 billion.  Another method, Judge Gropper said,
would yield damages between $1.9 billion and $6.2 billion.
Anadarko and Kerr-McGee have yet another method producing maximum
damages of about $1.5 billion.

The case is TRONOX INCORPORATED, TRONOX WORLDWIDE LLC f/k/a Kerr-
McGee Chemical Worldwide LLC, and TRONOX LLC f/k/a Kerr-McGee
Chemical LLC, Plaintiffs, v. ANADARKO PETROLEUM CORPORATION, KERR-
McGEE CORPORATION, KERR-MCGEE OIL & GAS CORPORATION, KERR-MCGEE
WORLDWIDE CORPORATION, KERR-MCGEE INVESTMENT CORPORATION, KERR-
MCGEE CREDIT LLC, KERR-MCGEE SHARED SERVICES COMPANY LLC, and
KERR-MCGEE STORED POWER COMPANY LLC, Defendants; THE UNITED STATES
OF AMERICA, Plaintiff-Intervenor, v. TRONOX INCORPORATED, TRONOX
WORLDWIDE LLC, KERR-MCGEE CORPORATION, and ANADARKO PETROLEUM
CORPORATION, Defendants Adv. Proc. No. 09-1198 (Bankr. S.D.N.Y.).
A copy of Judge Gropper's Jan. 20 Memorandum of Opinion is
available at http://is.gd/0Nzxu3from Leagle.com.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on Jan. 13, 2009 (Bankr. S.D.N.Y.
Case No. 09-10156), before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 59.49 cents-on-the-dollar during the week
ended Friday, Jan. 20, 2012, a drop of 3.64 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 131 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                     About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

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

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

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

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

                        *     *     *

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

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


TXU CORP: Bank Debt Trades at 37% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 63.39 cents-on-the-dollar during the week
ended Friday, Jan. 20, 2012, a drop of 4.69 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

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

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

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

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

                        *     *     *

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

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


VEGAS INC: Sec. 341(a) Creditors' Meeting Set for Feb. 13
---------------------------------------------------------
The United States Trustee for the Eastern District of Michigan in
Detroit will convene a meeting of creditors pursuant to 11 U.S.C.
Sec. 341(a) in the Chapter 11 case of Vegas Inc., aka Vegas
Liquor, on Feb. 13, 2012, at 2:00 p.m. at room 315 E, 211 W. Fort
St. Bldg. in Detroit.

Proofs of claim are due by May 14, 2012.

Detroit-based Vegas Inc., aka Vegas Liquor, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 12-40572) on Jan. 11, 2012.
Judge Steven W. Rhodes presides over the case.  Donald C. Darnell,
Esq., at Darnell PLLC in Dexter, Michigan, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $100 million to
$500 million in assets and debts.  The petition was signed by Mark
Thuwaini, president.


VEGAS INC: Initial Status Conference Set for Feb. 13
----------------------------------------------------
The Bankruptcy Court set an Initial Chapter 11 Status Conference
for Feb. 13, 2012, at 10:30 a.m. at Courtroom 1825.

Vegas Inc. faces a Jan. 25 deadline to file with the Court its
schedules of assets and liabilities and statement of financial
affairs.

Detroit-based Vegas Inc., aka Vegas Liquor, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 12-40572) on Jan. 11, 2012.
Judge Steven W. Rhodes presides over the case.  Donald C. Darnell,
Esq., at Darnell PLLC in Dexter, Michigan, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $100 million to
$500 million in assets and debts.  The petition was signed by Mark
Thuwaini, president.


VEGAS INC: Files List of 6 Largest Unsecured Creditors
------------------------------------------------------
Vegas Inc. filed with the Bankruptcy Court a list of its six
largest unsecured creditors, disclosing:

     Entity                      Nature of Claim         Amount
     ------                      ---------------         ------
City of Detroit                  2010-2011 personal     Unknown
CYMC                             property taxes
2 Woodward Ave - Ste. 120
Detroit, MI 48226

DTE Energy                       Energy                 Unknown
One Energy Plaza
Detroit, MI 48226

Internal Revenue Service         941 taxes              Unknown
SBSE/Insolvency Unit
PO Box 330500, Stop 15
Detroit, MI 48232

JPMorgan Chase Bank, N.A.        Commercial loan       $194,046
c/o Alexsy Law Group. PC
440 E. Congress, Ste. 3R
Detroit, MI 48226

Michigan Department of           160 taxes              Unknown
Treasury-CD
P.O. Box 30199
Lansing, MI 48909

United Distribution Group LLC    All property           Unknown
25700 W. Eight Mile Rd.                                $150,000
Southfield, MI 48033

Detroit-based Vegas Inc., aka Vegas Liquor, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 12-40572) on Jan. 11, 2012.
Judge Steven W. Rhodes presides over the case.  Donald C. Darnell,
Esq., at Darnell PLLC in Dexter, Michigan, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $100 million to
$500 million in assets and debts.  The petition was signed by Mark
Thuwaini, president.


WASHINGTON MUTUAL: Feb. 16 Hearing on Ex-Officers' Deal With FDIC
--------------------------------------------------*--------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be a hearing in bankruptcy court Feb. 16
for approval of the settlement among Washington Mutual Inc., the
Federal Deposit Insurance Corp. and three of WaMu's former
officers and directors.

The parties agreed to settle a lawsuit where the providers of
directors' and officers' liability insurance will pay the FDIC
$39.6 million.

Mr. Rochelle recounts that when WaMu's bank subsidiary failed, the
FDIC as receiver assumed the right to sue bank officers. In March,
the FDIC filed a complaint against former Chief Executive Officer
Kerry Killinger, ex-President Stephen Rotella and David Schneider.

The report relates that in addition to the $39.6 million from
insurance, the settlement provides for the three former officers
to hand over to the FDIC whatever they collect from their claims
against WaMu. In addition, the three individuals will pay a
combined $425,000.  The insurance companies also agree not to make
a claim for indemnification against WaMu.

At the Feb. 16 hearing, WaMu will attempt once again to obtain
confirmation of a Chapter 11 plan.  New disclosure materials were
approved at a Jan. 11 hearing so creditors affected by the revised
plan can vote again.

                       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.


WESTERN ENERGY: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Western Energy
Service's Corp.'s (Western) proposed C$125 million senior
unsecured notes issue. Moody's also assigned Western a B2
Corporate Family Rating (CFR) and Probability of Default Rating
and a Speculative Grade Liquidity rating of SGL-3. The rating
outlook is stable. This is the first time Moody's has rated
Western Energy Corp.

RATINGS RATIONALE

"Western's B2 CFR reflects its fleet of high quality rigs, term
contracts for 60% of its rig fleet, low leverage, good liquidity
and a solid, industry-experienced management team" said Terry
Marshall, Moody's Senior Vice President. "The rating also
considers Western's very short corporate and operating history due
to its recent growth through several acquisitions, exposure to the
cyclical land drilling business, concentration in the Western
Canadian Sedimentary Basin, and anticipated negative free cash
flow as the company expands its rig fleet. The rating further
considers anticipated acquisitions in support of the rig business
as well as expansion in the rig service business."

Western Energy's SGL-3 liquidity rating reflects adequate
liquidity with internally generated cash flow expected to cover
all of the company's maintenance capex (approximately C$25 million
per annum) and most of its growth capex through 2012. At closing
of the proposed C$125 million notes offering the company will have
minimal cash, an undrawn revolver of C$150 million, and should not
be challenged by its three financial covenants through 2012.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged under the revolver.

The stable outlook considers the company's contracted position and
anticipated strong demand for its long reach horizontal rigs over
the next 12 to 18 months. The rating could be raised if the
company successfully integrates recent and anticipated
acquisitions and appears able to maintain leverage as measured by
total debt to EBITDA below 2x. The rating could be downgraded if
the company is unable to renew its rig contracts as they mature or
if it approaches a covenant default.

The C$125 million senior unsecured notes are rated one notch below
the B2 CFR because of the existence in the capital structure of
the prior-ranking C$150 million secured revolver.

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

Western Energy Services Corp. is a Calgary Alberta based company
engaged in the provision of land contract drilling services to
North American Exploration and Production (E&P) companies.

Assignments:

   Issuer: Western Energy Services Corp.

   -- Probability of Default Rating, Assigned B2

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   -- Corporate Family Rating, Assigned B2

   -- Senior Unsecured Regular Bond/Debenture, Assigned a B3
      (LGD5, 73%)


WILLIAM LYON: Gets Final OK to Access $30-Mil. Bankruptcy Loan
--------------------------------------------------------------
Judge Christopher H. Sontchi entered a final order permitting
William Lyon Homes, Inc., et al., to obtain postpetition financing
of up to $30,000,000 from ColFin WLH Funding, LLC, as
administrative agent, for itself and certain lenders from time to
time.

The DIP loan proceeds may be used in accordance with a prepared
budget, a copy of which is available for free at:

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

All obligations related to the DIP Loan constitute allowed claims
against the Debtors with priority over administrative expenses,
diminution claims, and all other claims against the Debtors.  As
security for the DIP Obligations, the DIP Lenders are granted
liens on the Debtors' property.

Moreover, the Debtors are authorized on a final basis to use cash
collateral of their pre-bankruptcy lenders.

Each Prepetition Lender is entitled to adequate protection for and
equal in amount to the aggregate net diminution in the value of
that Lender's interests in the Prepetition Collateral, including
the Cash Collateral, in the form of replacement liens.

As reported in the Dec. 28, 2011 edition of the Troubled Company
Reporter, as of the petition date, the Debtors owe the prepetition
secured parties not less than $206 million.  The Debtors are also
liable to a Make Whole Amount as defined in the prepetition loan
agreement and an exit fee.  The prepetition secured parties assert
that the Make Whole Amount due and owing is not less than
$69 million and the exit fee is not less than $12.9 million.

The DIP liens and adequate protection liens are subject to a
carve-out for unpaid fees of the Clerk of Court and the U.S.
Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6); bankruptcy
professional fees; and unpaid fees and expenses of the ad hoc
group of noteholders (not to exceed $535,000) and the so-called
backstop investors (not to exceed $200,000) in the case.

                       About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  Kurtzman Carson Consultants, LLC, serves as the
Debtors' claims and notice agent.  The petition says assets are
$593.5 million with debt totaling $606.6 million as of Sept. 30,
2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WESTLAND PARCEL: Can Use Cash Collateral Til Jan. 31
----------------------------------------------------
Westland Parcel J Partners, LLC won court approval for continued
access to cash collateral of Pacific Western Bank through Jan. 31,
2012 pursuant to a budget, a copy of which is available for free
at http://bankrupt.com/misc/WESTLANDPARCEL_BudgetJan2012.pdf

The U.S. Bankruptcy Court for the Central District of California's
ruling came upon the Debtor's 7th stipulation with Pacific
Western, through the bank's counsel, T. Courtney Dubar.

A continued hearing on the cash collateral use will be held on
Feb. 8, 2012.

               About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-58987) on Nov. 15, 2010.  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.   Kallman & Co., LLC, serves as its certified public
accountants.  AG Commercial serves as its leasing broker.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WJO INC: Can Use Tristate Cash Collateral Thru Jan. 31
------------------------------------------------------
WJO Inc. won bankruptcy court approval of its tenth stipulation
with Tristate Capital Bank for continued use of the cash
collateral through Jan. 31, 2012 pursuant to a prepared budget, a
copy of which is available for free at:

        http://bankrupt.com/misc/WJO_BudgetJan2012.pdf

The Debtor's prepetition lender is granted valid and perfected
replacement liens in all of the Debtor's assets as adequate
protection of the lender's interest in the cash collateral.

A further interim hearing on the cash collateral use will be held
on Jan. 25, at 9:30 a.m.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


* Kodak Filing Leads to Increase in Liquidity-Stress Index
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy of Eastman Kodak Co. by itself was
responsible for a slight increase in a measure of financial
distress among junk-rated companies.  In the first half of
January, the liquidity-stress index rose to 4.9% from 4.8%, where
it stood at the end of December, according to a report from
Moody's Investors Service.  The uptick was the result of a
downgrade in Kodak's liquidity rating just before the Chapter 11
filing last week.

The report relates that Moody's said that the increase in the
liquidity-stress index "foreshadows an increase in the U.S.
speculative-grade corporate default rate in 2012.  Moody's has
been predicting that the junk default rate, 1.8% at the end of
2011, will climb to 2.8% by the conclusion of 2012.

The liquidity-stress index is the percentage of junk-rated
companies with the weakest liquidity. The high for the index was
20.9% in March 2009.

Credit-rating upgrades were exceeding downgrades until July, when
downgrades became more numerous for junk companies, Moody's said.


* Recovery of U.S. Auto Makers, Suppliers Leads to Job Gains
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that big auto makers
and their suppliers are spending billions to expand and retool
U.S. factories, pushing heartland states to jockey to land new
auto jobs.


* NACBA Outlines Initiatives Planned on Ethnicity, Ch. 11 Filings
-----------------------------------------------------------------
Bankruptcy attorney William Brewer, president of the National
Association of Consumer Bankruptcy Attorneys (NACBA), which is the
only national organization dedicated to serving the needs of
consumer bankruptcy attorneys and protecting the rights of
consumer debtors in bankruptcy, issued the following statement
today:

"The National Association of Consumer Bankruptcy Attorneys has
always favored a direct and unflinching examination of the
bankruptcy process in America.  We believe in fair play and have
no reservations whatsoever about having tough questions posed
about the practices of debtors' attorneys.  It is our view that
bankruptcy is simply too important a process in the lives of
Americans facing their darkest hours to allow any party -
creditors, trustees or consumer legal advocates - to escape
scrutiny.

That is why one of NACBA's board members was a key player in the
new study that examines the impact of ethnicity on bankruptcy
filings.  We believe that this study is an important start - a
much-needed first look - illuminating the path needed for further
research.  If the necessary fuller research indicates that there
is, indeed, an unfair disparity in how Americans are handled in
bankruptcy, NACBA will be the first party in line to propose
necessary changes remedy any such imbalance.

In the meantime, we believe it is important to underscore the
findings of the researchers that there is no evidence that racism
plays any part here.  We can vouch for the fact that bankruptcy
attorneys, who deal each year with hundreds of thousands of
American families of all races, colors and creeds, are in fact the
first-line defenders for Americans who have been unemployed for
long periods of time, crushed by crippling health care bills,
trapped in the foreclosure crisis, or otherwise fallen on hard
times.

Even without the more detailed research needed to resolve this
issue, consumer bankruptcy attorneys have no intention of sitting
by idly. NACBA's Board of Directors will address this issue at its
next and subsequent board meetings, for the purpose of
recommending any needed reforms, guidelines, or attorney practice
changes that are warranted.  Additionally, we expect to explore it
fully at our next membership meeting in April in San Antonio, TX,
where a special panel and full-group discussion will be held.

It also is our intention to reach out to and confer with our many
friends in organizations representing Americans of color. We have
spent many long years working closely with these organizations to
ensure that bankruptcy is fairer. They know who we are and what is
in our hearts when it comes to fairness and equality for all
Americans.

In short, we will simply not rest on this question until we know
all the facts and until we have taken every possible step to
remedy whatever imbalance may exist."

                        About Nacbanacba

NACBANACBA (National Association of Consumer Bankruptcy Attorneys)
-- http://www.nacba.org/-- is the only national organization
dedicated to serving the needs of consumer bankruptcy attorneys
and protecting the rights of consumer debtors in bankruptcy.
Formed in 1992, NACBA has nearly 5,000 members located in all 50
states and Puerto Rico. NACBA's members represent a large number
of the individuals who file bankruptcy cases in the United States
Bankruptcy Courts.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total    Holders    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------    -------    -------
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC      AZO US      5,932.6   (1,347.1)    (736.3)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
DUN & BRADSTREET  DNB US      1,775.6     (558.0)    (478.3)
MEAD JOHNSON      MJN US      2,580.0     (144.8)     678.3
WEIGHT WATCHERS   WTW US      1,086.5     (470.5)    (292.3)
CLOROX CO         CLX US      4,077.0      (76.0)     (30.0)
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
DIRECTV-A         DTV US     18,232.0   (2,471.0)     103.0
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
MOODY'S CORP      MCO US      2,521.3     (174.2)     525.1
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
VERISIGN INC      VRSN US     1,657.7     (166.7)     724.5
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
IMPERVA INC       IMPV US        42.5       (6.6)      (5.8)
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
HCA HOLDINGS INC  HCA US     23,756.0   (9,062.0)   2,422.0
MAINSTREET EQUIT  MEQ CN        477.7      (11.1)       -
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
SALLY BEAUTY HOL  SBH US      1,728.6     (219.0)     419.1
CHENIERE ENERGY   CQP US      1,803.0     (524.1)      67.7
GROUPON INC       GRPN US       795.6      (15.6)    (301.0)
UNISYS CORP       UIS US      2,566.9     (594.5)     464.7
RSC HOLDINGS INC  RRR US      3,075.9      (50.7)    (199.1)
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
LEVEL 3 COMM INC  LVLT US     9,254.0     (523.0)   1,058.0
THERAVANCE        THRX US       283.3      (59.2)     229.4
MONEYGRAM INTERN  MGI US      5,000.3     (108.2)      33.9
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
INCYTE CORP       INCY US       371.2     (181.0)     225.5
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
ANGIE'S LIST INC  ANGI US        32.6      (38.9)     (25.9)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
IDENIX PHARM      IDIX US        88.8       (2.3)      54.6
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
MANNING & NAPIER  MN US          66.1     (184.6)       -
NATIONAL CINEMED  NCMI US       807.9     (346.2)      56.6
FREESCALE SEMICO  FSL US      3,596.0   (4,488.0)   1,386.0
SINCLAIR BROAD-A  SBGI US     1,563.8     (125.4)      45.7
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)
FNB UNITED CORP   FNBN US     1,643.9     (129.9)       -
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
JUST ENERGY GROU  JE CN       1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US    1,584.2     (242.2)    (215.6)
AMER AXLE & MFG   AXL US      2,232.8     (373.3)     125.6
DEAN FOODS CO     DF US       5,911.2      (58.1)     327.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
SINCLAIR BROAD-A  SBTA GR     1,563.8     (125.4)      45.7
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
NPS PHARM INC     NPSP US       237.4      (38.6)     183.5
MERITOR INC       MTOR US     2,663.0     (961.0)     206.0
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PDL BIOPHARMA IN  PDLI US       270.5     (243.2)      44.6
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
PALM INC          PALM US     1,007.2       (6.2)     141.7
GENCORP INC       GY US         994.2     (143.4)     102.2
CC MEDIA-A        CCMO US    16,508.9   (7,456.0)   1,531.3
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
ABSOLUTE SOFTWRE  ABT CN        120.2       (9.2)       2.7
SMART TECHNOL-A   SMA CN        514.9       (9.4)     171.8
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
SMART TECHNOL-A   SMT US        514.9       (9.4)     171.8
DENNY'S CORP      DENN US       280.6      (95.5)     (40.1)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CANADIAN SATEL-A  XSR CN        174.4      (29.8)     (55.9)
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

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

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


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