TCR_Public/120203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 3, 2012, Vol. 16, No. 33

                            Headlines

261 EAST 78: Proofs of Claim Due Today
4KIDS ENTERTAINMENT: Wins Nod for More Time to Devise Exit Plan
ADELPHIA COMMUNICATIONS: Bankruptcy Court to Hear FLP Case
AHERN RENTALS: Wins Nod to Hire CRG as Restructuring Advisor
AHERN RENTALS: Court Approves Gordon Silver as Attorneys

AHERN RENTALS: Files Schedules of Assets and Liabilities
ALLY FINANCIAL: Takes $270MM Charge for ResCap, Foreclosure Issues
AMBAC FINANCIAL: Plan Confirmation Hearing Reset to March 13
AMBAC FINANCIAL: Plan Exclusivity Extended Until April 4
AMBAC FINANCIAL: AAC Lost GBP100MM Contract to Assured Guaranty

AMERICAN AIRLINES: To Cut 13,000 Jobs, Terminate Pension Plans
AMERICAN AIRLINES: CEO Tells Employees Changes Are Necessary
AMERICAN AIRLINES: Wins Nod to Keep $4.1BB in Alternative Accounts
AMERICAN AIRLINES: Sec. 341 Meeting Adjourned to March 22
AMERICAN AIRLINES: U.S. Trustee Questions Hiring of Advisors

AMERICAN AMEX: Files for Chapter 11 in Oregon
AMERICAN LASER: Wins OK to Sell Assets to Versa for $39.5MM
APEX DIGITAL: Examiner Wants to Hire Rutter Hobbs as Counsel
APEX DIGITAL: Can Continue Use of Cash Collateral Until March 25
APPLIED DNA: Seven Directors Re-elected to Board of Directors

AVISTAR COMMUNICATIONS: Incurs $2.3MM Net Loss in Fourth Quarter
BMF INC.: Files for Chapter 11 in Puerto Rico
CATALYST PAPER: Moody's Lowers PDR to 'D'; CFR Still at 'Ca'
CENGAGE LEARNING: Hopes on Digital in Shifting Textbook Market
CEQUEL COMMS: Moody's Rates Sr. Sec. Credit Facility at 'Ba2'

CHAMPION INDUSTRIES: Incurs $3.9 Million Net Loss in Fiscal 2011
CITIZEN REPUBLIC: Fitch Lifts Issuer Default Rating to 'B'
COMMONWEALTH PORTS: Fitch Lifts Rating on Revenue Bonds to 'B-'
COMMONWEALTH PORTS: Fitch Affirms 'BB-' Rating on Revenue Bonds
COMPETITIVE TECHNOLOGIES: Settles Dispute with Former CEO

CONGRESSIONAL HOTEL: Court OKs $19.5MM Sale to Baywood Entity
CONVERTED ORGANICS: Has 342.8 Million Outstanding Common Shares
CONVERTED ORGANICS: Peter Johnson Discloses 2.7% Equity Stake
COREL CORPORATION: Moody's Lowers CFR to Caa1; Outlook Negative
COUNTY BANK: FDIC Says Risky Loans Cost $42MM, Led to Demise

DALLAS ROADSTER: Files Schedules of Assets and Liabilities
DALLAS ROADSTER: Seeks Extension of DIP Financing to Feb. 15
DALLAS ROADSTER: Authorized to Employ DeMarco-Mitchell as Counsel
DDR CORP: Fitch Rates $250 Mil. Unsecured Term Loan at 'BB+'
DIPPIN' DOTS: Court Approves Blythe White as Accountant

DIPPIN' DOTS: Court Sets March 5 as General Claims Bar Date
DIPPIN' DOTS: Hires Stockwell & Smedley as Special Counsel
DHILLON PROPERTIES: Has Plan That Offers Full Payment in 5 Years
DURRANT GROUP: Files for Bankruptcy to Sell Assets
DYNEGY INC: Debtors Win Nod to Continue Energy Marketing & Sale

DYNEGY INC: Debtors Have Ok for Epiq as Claims Agent
DYNEGY INC: Debtors Win OK for Sidley Austin as Counsel
EAGLE POINT: Files for Chapter 11 in Oregon
EASTMAN KODAK: U.S. Trustee Appoints 7-Member Creditors' Committee
EASTMAN KODAK: Proposes to Deem Utilities Adequately Assured

EASTMAN KODAK: Proposes Protocol to Protect NOLs
EASTMAN KODAK: Hearing on Vendors Claim Payments Adjourned
ENDEAVOR INT'L: Moody's Assigns 'Caa1' Corporate Family Rating
ENER1 INC: Can Initially Draw Up To $13.5MM Under Bzinfin DIP Loan
ENERGY FUTURE: Offering $400 Million of Senior Secured Notes

ENERGY FUTURE: Moody's Assigns 'Caa3' Rating to $400MM Sr. Notes
ENERGY FUTURE: Fitch Assigns 'B' Rating to $400-Mil. Notes
FIBER ENGINEERING: Files for Chapter 11 Bankruptcy Protection
FIRSTFED FINANCIAL: Bondholder Seeks to Resume Firm's Operations
FREDDIE MAC: Treasury Investigates Freddie Mac Investment

GAMETECH INT'L: Delays Filing of Fiscal 2011 Form 10-K
GATEWAY METRO: Sealed Stipulation Authorizing Cash Use Approved
GENERAL MARITIME: Has Ch. 11 Plan; Oaktree to Fund $175-Mil.
GENERAL MOTORS: GM Trust to Pay $21MM Over 3 Polluted Sites
GENMAR HOLDINGS: Faces Clawback Suits Lodged by Bankruptcy Trustee

GREEN BUILDERS: Chapter 11 Plan of Reorganization Confirmed
GUIDED THERAPEUTICS: Selects CAN-med to Distribute LuViva
INNOVATIVE FOOD: Five Directors Elected at Annual Meeting
JOBSON MEDICAL: Files for Bankruptcy in New York
KANSAS CITY: Moody's Says 'Ba3' CFR Unaffected by Rating Action

KIDSPEACE INC: Moody's Lowers Long-Term Bond Rating to 'C'
KOREA TECHNOLOGY: Can Access $5-Million Rutter DIP Financing
KOREA TECHNOLOGY: Exclusive Filing Period Extended to Feb. 17
KOREA TECHNOLOGY: Observation Committee Under APA Formed
KOREA TECHNOLOGY: Creditors' Motion to Amend APA Withdrawn

LEE ENTERPRISES: Court Approves Revised Financing Documents
LEGACY CONSTRUCTION: Files for Chapter 11 Bankruptcy Protection
LODGENET INTERACTIVE: Stockholders Concerned Over Staggered Board
MEDIACOM LLC: Moody's Assigns 'B3' Rating to Proposed Bonds
MESA AIR: Closing Report Filing Deadline Extended to May 19

MESA AIR: Claims Objection Deadline Extended Until May 19
MESA AIR: Reaches Settlements With Engine Lease, et al.
MGT CAPITAL: NYSE AMEX LLC Accepts Plan of Compliance
MICHAEL BEAUDRY: U.S. Trustee Wants Case Converted to Chapter 7
MOHEGAN TRIBAL: Reports $23.6MM Net Income in Fiscal Q1 2012

MORGANS HOTEL: JPMorgan Discloses 7.3% Equity Stake
NEXAIRA WIRELESS: Delays Form 10-K for Fiscal 2011
NORD RESOURCES: Sprott Inc. Discloses 7.7% Equity Stake
NORTHCORE TECHNOLOGIES: TSX Extends Review of Stock Listing
PHILADELPHIA ORCHESTRA: Raises $35-Mil. in Gifts and Pledges

PINNACLE AIRLINES: Wayne King Discloses 3.1% Equity Stake
POINT AT POST FALLS: Developer Has Arrest Warrant
POPULAR INC: Fitch Affirms 'B+' Long-Term Issuer Default Rating
QUANTUM CORP: Xerox's Cloud Services to Influence Company's Tech.
QUINTESSENTIAL CHOCOLATES: Blames Dispute With IRS for Bankruptcy

QUIZNOS: Completes Financial Restructuring; ACG Becomes New Owner
RANCHO HOUSING: Wants Plan Filing Deadline Extended Until May 21
RENASCENT INC: Court Confirms 2nd Amended Plan of Reorganization
ROUNDY'S SUPERMARKETS: Moody's Rates First Lien Debt at '(P)B1'
RURAL/METRO CORP: Moody's Assigns 'Caa1' Rating to $95MM Notes

SAINTS MEDICAL: Moody's Confirms 'Caa1' Long-Term Bond Rating
SCHOLASTIC CORP: Moody's Raises Corporate Family Rating to 'Ba1'
SCOTTSDALE CANAL: Unsecureds to Get 5% Distribution Within 3 Years
SHUBH HOTELS: Basaria Directed to Pay Bills on Feb. 3
SPANISH BROADCASTING: Offering $275 Million of Senior Notes

STRATUS MEDIA: Borrows $1 Million from Isaac Blech
TAYLOR BEAN: Trustee Asks Approval of $15.75MM Settlement Deal
TOLL BROTHERS: Moody's Assigns 'Ba1' Rating to $300-Mil. Notes
TRAIL BRIDGE: Unsecured Creditors to Get NewCo Shares
TRIDENT MICROSYSTEMS: Court Okays Professional Hirings

UNISYS CORP: Reports $98.9 Million Net Income in Fourth Quarter
UNIVISION COMMUNICATIONS: Moody's Rates $600-Mil Notes at 'B2'
UNIVISION COMMS: Fitch Rates $400 Mil. Sr. Secured Notes at 'B+'
VALLE FOAM: Collapses Amid Price-Fixing Fine, Sales Drop
VITESSE SEMICONDUCTOR: Six Directors Elected at Annual Meeting

WALLDESIGN INC: Wins Approval to Access Comerica Cash Collateral
WALLDESIGN INC: Files Schedules of Assets and Liabilities
WASHINGTON MUTUAL: Shareholders Must Return Ballot to Broker/Bank
WASTEQUIP INC: Secures Loan Forbearance Agreement Until March 6
WAXESS HOLDINGS: Issues 449,176 Common Shares to Brightpoint

WEGENER CORP: Two Class II Directors Elected at Annual Meeting
WHITTON CORP: Can Access GSMS 2004 Cash Collateral Until March 31
WOODBURY DEVELOPMENT: Files for Chapter 11 in Brooklyn
W.R. GRACE: District Court Affirms CNA Settlement Order
W.R. GRACE: Has $58.1-Mil. Net Profit in Fourth Quarter

WS MINERALS: Minor Modifications Made to Plan of Reorganization

* US Can't Sue Ch. 13 Trustees Over Orders, 6th Circ. Says
* Moody's Says Non-Financial Cos. Face $1.3-Tril. Maturing Debt
* Trouble Looms for Retail Sector in 2012

* Texas Firm Plans to Restore New York's Knickerbocker Hotel
* Special Servicers Take Big Hits in Property Loan Restructurings
* U.S. Lawmakers Consider Quarterly Reviews of Rating Firms

* Personal Bankruptcy Lawyers Forced to Reduce Rates

* Cohen & Grigsby's Florida Office Relocates to Mercato in Naples
* Ex-DoJ Head to Lead Seward & Kissel's New Practice Group

* BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership



                            *********

261 EAST 78: Proofs of Claim Due Today
--------------------------------------
Unsecured Creditors of 261 East 78 Realty Corp. have until today
to file their proofs of claim against the Debtor.

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


4KIDS ENTERTAINMENT: Wins Nod for More Time to Devise Exit Plan
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that 4Kids Entertainment Inc. won
more time to engineer a reorganization plan in the wake of a
ruling over a crucial dispute in its bankruptcy case.

As reported in the Troubled Company Reporter on Jan. 16, 2012,
4Kids Entertainment said it needs more time to engineer a
bankruptcy-exit plan in the wake of a court decision that pushed a
dispute over Yu-Gi-Oh! trading cards, one of its big revenue
makers, in its favor.

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

                    About 4Kids Entertainment

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

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

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

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

The Consortium consi8ts of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.


ADELPHIA COMMUNICATIONS: Bankruptcy Court to Hear FLP Case
----------------------------------------------------------
District Judge Paul A. Crotty denied the request of FPL Group,
Inc. and West Boca Security, Inc., to withdraw bankruptcy court
reference of a fraudulent transfer lawsuit filed by the Adelphia
Recovery Trust.  Judge Crotty said the Bankruptcy Court has a
wealth of knowledge and experience with fraudulent transfer
claims, and with this case in particular, having overseen the
Adelphia bankruptcy for 10 years and the fraudulent action for
seven years.  Considerations of efficiency thus strongly weigh in
favor of keeping the referral to Bankruptcy Court.

The lawsuit relates to Adelphia's repurchase in January 1999 of
roughly 1.1 million shares of its stock from FLP Group for roughly
$149 million.  On June 24, 2004, the eve of the second year
anniversary of Adelphia's bankruptcy filing, Adelphia filed the
action against the Defendants for constructive fraudulent
conveyance, in violation of Sections 544(b) and 550 of the
Bankruptcy Code.  Adelphia alleged that in the January 1999
transaction, it did not receive the reasonably equivalent value to
the $149 million it paid to FPL Group.

For the last seven years, the action has been litigated in
Bankruptcy Court.  Immediately after the Supreme Court's decision
in Stern v. Marshall, 564 U.S. ___, 131 S.Ct. 2595 (2011)
("Stern"), concerning whether a Bankruptcy Court may
constitutionally adjudicate a "core" state law claim to final
judgment, the Defendants moved, pursuant to 28 U.S.C. Sec. 157(d),
to withdraw the reference to Bankruptcy Court.  The Trust, which
assumed Adelphia's role as plaintiff, opposes the motion.

Judge Crotty also said maintaining the reference to Bankruptcy
Court is in line with the Supreme Court's intent to not
"meaningfully change[ ] the division of labor in the current
statute," Stern 131 U.S.S.Ct. 2620, and Congress intent that
bankruptcy courts to have broad authority to hear "core" matters,
see 28 U.S.C. Sec. 157(b)(1), (c)(1).

Judge Crotty ruled that the Bankruptcy Court should proceed with
the reference, conduct the trial and issue proposed findings of
fact and conclusions of law.

Jonathan Louis Frank, Esq. -- jonathan.frank@skadden.com -- at
Skadden, Arps, Slate, Meagher & Flom LLP (DC), represents FPL
Group and West Boca Security.

The case is ADELPHIA RECOVERY TRUST, Plaintiff, v. FLP GROUP,
INC., ET AL., Defendants, No. 11 Civ. 6847 (S.D.N.Y.).  A copy of
Judge Crotty's Jan. 30, 2012 order is available at
http://is.gd/qC4oxNfrom Leagle.com.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


AHERN RENTALS: Wins Nod to Hire CRG as Restructuring Advisor
-------------------------------------------------------------
Ahern Rentals Inc., sought and obtained authority from the
Bankruptcy Court to employ CGR Partners LC as financial and
restructuring advisor.

As reported in the Jan. 18, 2012 edition of the Troubled Company
Reporter, the Debtor has selected CRG Partners because the firm is
familiar with equipment rental companies and bankruptcy practice,
and is well qualified to act as financial and restructuring
advisor to Debtor.

CRG will provide financial and restructuring advisory services in
the Chapter 11 case, which may include, but are not limited to:

   a. reviewing and analyzing the business operations,
      liquidity situation, assets and liabilities,
      financial condition, and prospects of Debtor,
      including performance improvement;

   b. assisting the Debtor in its communication with the Debtor's
      secured and unsecured lenders and vendors;

   c. assessing the Debtor's 13-week cash flow projection;
      and

   d. assisting the Debtor in its operations during the
      Chapter 11 Case, including but not limited to,
      producing various information and reports for
      the various constituencies and this Court.

Within the one-year period immediately preceding the Chapter 11
petition date, the Debtor paid CRG $175,000 for advisory services
rendered in connection with Debtor's restructuring.  CRG is also
holding a $72,895 retainer.

CRG has agreed to provide its restructuring services on an hourly
basis and according to the terms in the Engagement Agreement.  The
compensation of the CRG Professionals will be at varying rates
currently ranging from $325 per hour to $675 per hour.

CRG will also be reimbursed for reasonable out-of-pocket expenses.

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

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company in the United States.  The company also sells new
and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien
Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq.,
at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.
Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Court Approves Gordon Silver as Attorneys
--------------------------------------------------------
Ahern Rentals Inc. obtained an order authorizing it to hire Gordon
Silver as attorneys.

As reported in the Jan. 18, 2012 edition of the TCR, Gordon Silver
will, among other things:

   a) advise the Debtor with respect to its rights, powers
      and duties as debtor and debtor-in-possession in the
      continued operation and management of its business;

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

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

   d) advise the Debtor concerning and preparing responses
      to applications, motions, pleadings, notices and
      other documents which may be filed by other parties
      herein; and

   e) appear in Court to protect the interests of the Debtor.

Prior to the Petition Date, Debtor paid GS the sum of $173,383 for
legal services rendered in connection with its restructuring.  GS
is also currently holding in retainer the sum of $211,616.

The compensation of GS's attorneys and paraprofessionals are
proposed at varying rates currently ranging from $130 per hour to
$175 per hour for paraprofessionals, ranging from $185 per hour to
$350 per hour for associates, and from $455 per hour to $750 per
hour for shareholders of GS, subject to change from time to time
as provided for in the Retention Agreement.

Neither GS nor any of its shareholders or associates (a) has any
present connection with Debtor, Debtor's creditors, or other
parties-in-interest or (b) holds or represents any interest
adverse to the estate.  GS and any of its shareholders or
associates thus are disinterested within the meaning of 11 U.S.C.
Sec. 101(14) of the Bankruptcy Code.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company in the United States.  The company also sells new
and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien
Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq.,
at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.
Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Ahern Rentals Inc., filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                         $0
  B. Personal Property           $485,807,117
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $637,495,105
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $2,370,152
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $10,054,217
                                  -----------      -----------
        TOTAL                    $485,807,117     $649,919,474

A copy of the schedules is available for free at
http://bankrupt.com/misc/AHERN_RENTALS_sal.pdf

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company in the United States.  The company also sells new
and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien
Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq.,
at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.
Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


ALLY FINANCIAL: Takes $270MM Charge for ResCap, Foreclosure Issues
------------------------------------------------------------------
Ally Financial Inc. has concluded that it will record a charge of
approximately $270 million in the fourth quarter of 2011 for
penalties expected to be imposed by certain of the Company's
regulators and other governmental agencies in connection with
foreclosure related matters, which is anticipated to result in an
overall net loss for Ally in the fourth quarter.  This charge was
recorded effective Dec. 31, 2011, considering developments
subsequent to year-end.  The majority of this charge was recorded
at Residential Capital, LLC, which is a separate mortgage
subsidiary of Ally.  Further, ResCap is required to maintain
consolidated tangible net worth of at least $250 million at the
end of each month under the terms of certain of its credit
facilities.  For this purpose, consolidated tangible net worth is
defined as ResCap's consolidated equity, excluding intangible
assets.  As a result of this charge, ResCap's tangible net worth
was temporarily reduced to below $250 million as of Dec. 31, 2011.
This was, however, immediately remedied by Ally through a capital
contribution of approximately $196.5 million, which was provided
through forgiveness of intercompany debt and results in pro-forma
tangible net worth at ResCap of $300 million.  Notwithstanding the
immediate cure, the temporary reduction in tangible net worth
resulted in a covenant breach in certain of ResCap's credit
facilities.  As a result, ResCap is currently seeking waivers from
applicable lenders, which it expects to receive.

                        About Ally Financial

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

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

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

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

                              ResCap

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

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

                         *     *     *

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

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

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


AMBAC FINANCIAL: Plan Confirmation Hearing Reset to March 13
------------------------------------------------------------
Ambac Financial Group, Inc. disclosed that, in order to give Ambac
Financial additional time to negotiate a final settlement of its
dispute with the Department of the Treasury - Internal Revenue
Service, the voting deadline relating to the Second Amended Plan
of Reorganization of Ambac Financial, dated Sept. 30, 2011, has
been extended to Feb. 21, 2012.  In addition, the Plan objection
deadline has been extended to Feb. 21, 2012 and the Bankruptcy
Court hearing relating to the confirmation of the Plan has been
rescheduled for March 13, 2012.

This is not the first time the Debtor has sought a delay of the
voting deadline and the plan confirmation hearing date.  A prior
order by the judge extended the deadline to vote on the Plan from
Jan. 30, 2012 to Feb. 6, 2012.

The Debtor has acknowledged that consummation of its Chapter 11
plan is contingent on the resolution of the IRS Claims and the
related adversary proceeding commenced by the Debtor against the
U.S Internal Revenue Service.

                        The Chapter 11 Plan

The Debtor has filed a Chapter 11 plan that is premised on a
global settlement negotiated by the Debtor with the Official
Committee of Unsecured Creditors, Ambac Assurance Corporation, the
segregated account of AAC, the Office of the Commissioner of
Insurance for the State of Wisconsin, the OCI as rehabilitator of
the Segregated Account, and an informal group of holders of the
Debtor's senior notes.

Among other contingencies, consummation of the Debtor's plan is
dependent upon resolution of the claims against the Debtor of the
Department of the Treasury - Internal Revenue Service and the
Debtor's adversary proceeding against the United States.  As noted
in the Debtor's counsel's Nov. 11, 2011 letter to the Court,
substantial progress has been made towards achieving a framework
for resolving the IRS Dispute.

Although no settlement has been reached on all of the issues in
the IRS Dispute, the Debtor has submitted to the U.S. Department
of Justice a proposal for settling the dispute on terms that the
Debtor believes will be acceptable to the United States, Peter A.
Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York, tells Judge
Chapman.

The terms of the Debtor's proposal includes:

  (i) a payment by AAC of approximately $100 million, as
      permitted by the Mediation Agreement;

(ii) a payment by the Debtor of approximately $1.9 million in
      connection with the IRS Claims;

(iii) a $1 billion reduction in the amount of loss carry-
      forwards which might otherwise be available to offset
      future taxable income of the Debtor's consolidated tax
      group; and

(iv) the IRS will be paid 12.5% of any payment to the Debtor by
      AAC associated with NOL Usage Tier C and the IRS will be
      paid 17.5% of any payment to the Debtor by AAC associated
      with NOL Usage Tier D.

Of the $1 billion reduction in the amount of loss carry-forwards
which might otherwise be available, 85% of the reduction will be
borne by the Debtor and 15% of the reduction will borne by AAC.

Any final settlement on the IRS Dispute would require the approval
of the Bankruptcy Court, OCI, the Committee, the IRS, the
Department of Justice, Tax Division, the Joint Committee on
Taxation, the Circuit Court of Dane County, Wisconsin, in which
rehabilitation proceedings are pending with respect to the
Segregated Account, and the boards of directors of the Debtor and
AAC.

                        About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Plan Exclusivity Extended Until April 4
--------------------------------------------------------
Judge Shelley Chapman extended Ambac Financial Group, Inc.'s
exclusive deadline period to solicit acceptances for its Second
Amended Plan of Reorganization through April 4, 2012.

As previously reported, the Disclosure Statement describing the
Second Amended Plan has been approved by the Court as containing
"adequate" information to enable creditors to make an informed
decision on the Plan.  Accordingly, the Debtor is authorized to
start soliciting votes on the Plan.

The Plan is premised on a global settlement negotiated by the
Debtor with the Official Committee of Unsecured Creditors, Ambac
Assurance Corporation, the segregated account of AAC, the Office
of the Commissioner of Insurance for the State of Wisconsin, the
OCI as rehabilitator of the Segregated Account, and an informal
group of holders of the Debtor's senior notes.  Among other
contingencies, consummation of the Debtor's Plan is
dependent on resolution of the claims against the Debtor of the
Department of the Treasury - Internal Revenue Service and the
Debtor's adversary proceeding against the IRS.

Against this backdrop, the Debtor sought an extension of the
Exclusive Solicitation Period to make sure no competing plan may
be entertained while they finalize a settlement with the IRS and
iron out any remaining issues with its major stakeholders.

The Court's order will be without prejudice to the Debtor's right
to seek and obtain additional extensions from the Court of the
Debtor's Exclusive Solicitation Period.

                        About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: AAC Lost GBP100MM Contract to Assured Guaranty
---------------------------------------------------------------
Chinwe Akomah of www.Postonline.co.uk reported that Ambac
Assurance Corporation has lost a GBP100 million hospital
guarantee bonds contract to Assured Guaranty.

The report disclosed that the transaction was originally wrapped
by AAC but parent company Ambac Financial Group, Inc. filed for
bankruptcy in 2010 after the insurer said it had insufficient
capital to finance itself in the second quarter of 2011.
Notably, Ambac Financial's financial performance has always been
dependent on the financial strength of its principal operating
subsidiary, AAC.

As part of the contract, Assured Guaranty will provide a private
finance initiative bond issued by Worcestershire Hospital to
finance the construction and operation of Worcestershire Royal
Hospital, the report noted.

In addition to the project, Assured Guaranty also vows to replace
AAC on more infrastructure projects this year, the report added.

                        About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: To Cut 13,000 Jobs, Terminate Pension Plans
--------------------------------------------------------------
Susan Carey and Jack Nicas, writing for The Wall Street Journal,
report that executives at AMR Corp. unveiled the first details of
their turnaround plan to staff and labor leaders in an effort to
win backing for new pay and work rules considered essential to
avoid the airline's collapse:

    -- American Airlines wants to cut 13,000 jobs;
    -- terminate employee pension plans; and
    -- boost revenue by $1 billion a year

WSJ reports the plan laid out by Chief Executive Tom Horton calls
for $2 billion in annualized cost savings by 2017 and $1 billion
in extra revenue by shedding about 15% of the work force,
grounding planes, redoing supplier contracts and restructuring
its debt and aircraft leases.  Mr. Horton said AMR must obtain
more than $1.25 billion in annual labor savings.

The report says, of the 13,000 proposed job cuts, more than two
thirds would come from maintenance and ground staff.  According
to other reports, 2,100 jobs from the Tulsa, Texas base are
expected to go, but the base will stay.  The maintenance base in
Fort Worth, Texas will close, those reports said.

WSJ reports that AMR executives want to win backing from its main
unions for the plan and avoid asking the court to terminate
existing contracts and impose new terms.  The Daily Bankruptcy
Review said AMR will terminate four of its employee pension
plans.  WSJ also notes that if the bankruptcy judge allows AMR to
terminate the underfunded plans because those liabilities would
impede a successful reorganization, the Pension Benefit Guaranty
Corp. would have to assume plans that cover 130,000 workers and
retirees.  The PBGC estimates the plans have assets of $8.3
billion to cover $18.5 billion in benefits.  AMR said Wednesday
that it would move its employees to 401k plans.

AMR intends to emerge from bankruptcy protection as a viable
standalone company.  In January, reports surfaced that Delta Air
Lines and private equity TPG are considering a deal with AMR.  US
Airways Group, meanwhile, has confirmed it has retained advisors
to review a potential merger.

Mr. Horton assumed the CEO post the day AMR filed for bankruptcy
protection.

         Difficult to Achieve Revenue Goal, Analyst Says

Mary Schlangenstein and Mary Jane Credeur of Bloomberg News
pointed out in a report that CEO Horton did not specify how the
airline would reach the $1 billion revenue goal beyond boosting
departures from five U.S. hubs by 20% over five years and
expanding international flying.

"That's the big question," Ray Neidl, a Maxim Group LLC analyst,
told Bloomberg in an interview.  "All airlines have set these new
revenue targets during restructurings or mergers, and it's very
hard to achieve because you can't always control all the
variables."

Generating new revenue will be more difficult than identifying
AMR's $2 billion in proposed savings, Mr. Neidl said.  About
$1.25 billion will come from labor, including the job cuts and
contract changes to improve productivity, and the termination of
its four pension programs, the report noted.

"New revenue is the hardest part, no question," Jeff Straebler,
an independent airline analyst in Stamford, Connecticut, told
Bloomberg.  "And if there's $1 billion they can find, then so
should everyone else, so there is no competitive advantage."  Mr.
Straebler said one possibility is raising fares on American's
main jet operations if flights are cut at the American Eagle
commuter unit, whose future won't be announced for a few weeks.

While American didn't say how the smaller workforce would affect
available seating, the job losses were so sweeping that future
flying will take a "big" trim, Michael Derchin, an analyst at CRT
Capital Group LLC in Stamford, Connecticut, told Bloomberg.
Maxim's Mr. Neidl noted that the restructuring plan implied a 10%
pullback in capacity, and "you can't cut much more without losing
viability."

Published schedule data shows AMR poised to pare system-wide
capacity by 1.7 percent over the next three months, Bloomberg
cited Hunter Keay, a Wolfe Trahan & Co. analyst in New York.
Some "dramatic changes" on individual routes may show up on
airline schedules in the next two weeks, Keay said yesterday in
his weekly report on the airline's available seating.

CRT Capital's Mr. Derchin, however, said the $1 billion revenue
goal is doable given American's size once they stabilize.  He
noted that it's going to take network changes, product changes,
probably trying to regain some lost market share."

"There were strong expectations of revenue improvement, and that
didn't materialize," Robert Mann, a former executive at the
airline who is now president of aviation consultant R.W. Mann &
Co., in Port Washington, New York, told Bloomberg in an
interview.  "A validity check needs to be made on whatever the
assumptions are here."

                        PBGC Reacts

In a statement, the PBGC said the pensions are underfunded by
about $10 billion, and Americans' retirees would lose at least
$1 billion in benefits if the plans end.  Under federal law, if a
company in bankruptcy wants to end its pensions, it must
demonstrate that doing so is the only way it can reorganize.

"Before American takes such a drastic action as killing the
pension plans of 13,000 employees and retirees, it needs to show
there is no better alternative," Josh Gotbaum, the PBGC director
said in a Feb. 1, 2012 e-mailed statement to Bloomberg News.  The
PBGC director complained that the carrier has declined to provide
even the most basic information to decide that, the report noted.

Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, relates that Mr. Gotbaum told reporters on Tuesday from
the PBGC's Washington headquarters, that "Our basic goal is very
simple, which is we want American Airlines to be able to
reorganize successfully and to succeed as a business.  "However,
if at all possible, we would like for it to reorganize and
succeed as a business without killing its employees' pension
plans and terminating them."  DBR notes Mr. Gotbaum is a former
airline executive who guided Hawaiian Airlines through its
Chapter 11 proceeding.

Early in January, AMR paid only $6 million of the required $100
million into the employees' pension plans.  The PBGC has filed
$91.7 million in liens against the airline's assets outside the
U.S.  Those assets aren't part of the Chapter 11 case.

DBR relates American Airlines spokesman Bruce Hicks said, "We
agree with Mr. Gotbaum's statement that the most important thing
is for American Airlines to reorganize successfully and succeed
as a business."  The spokesman noted the PBGC routinely files
liens like these in major restructuring cases.

DBR also reports that PBGC officials on Monday said that at least
$1 billion of American's pension shortfall comes from a law
passed by Congress in 2007 that allowed American and a few other
airlines to contribute less cash to their pension plans.  That
funding relief, Mr. Gotbaum noted, is equal to 25% of AMR's
entire bankruptcy war chest.  AMR filed for bankruptcy in
November with more than $4 billion in cash on hand.

                Unions to Fight Proposed Job Cuts

Some unions of American Airlines are determined to fight the
Company's proposed job cuts, according to a separate report by
Mary Schlangenstein of Bloomberg News.

The Association of Professional Flight Attendants president Laura
Glading called the proposal as the most overreaching, off the
charts proposal she has ever dreamed of, Bloomberg relayed.
Before American Airlines' announcement of its turnaround plan,
the APFA stated that any proposal should provide for pay-for-
performance standards for American Airlines management and growth
in profitable routes.

The Transport Workers Union was also shocked by the depth of the
concessions, said Jim Little, the group's international
president, the report noted.  Mr. Little said American Airlines'
plan would eliminate the jobs of 9,000 of the 26,000 workers
represented by the union, the report related.

American Eagle Chief Executive Dan Garton said in a Feb. 1, 2012
e-mail to employees that AMR's regional carrier will not make
contract proposals, Bloomberg relayed.  American Eagle, with
14,237 employees, provides more than 90% of the passenger feed to
American's hubs, the report noted.

Other parties like local officials at Texas promised to closely
monitor the situation and help in assisting the company and the
affected employees, according to www.DallasNews.com.  Chicagoland
Chamber President and Chief Executive Officer Jerry Roper
believes that American Airlines is on the right path to become a
more flexible and responsive airline to serve the needs of its
customers in the Chicagoland market.

               American Airlines' Statement

    FORT WORTH, Texas -- Feb. 1, 2012 -- American Airlines, a
wholly owned subsidiary of AMR Corporation, outlined a business
plan to transform the airline and restore it to industry
leadership, profitability and growth.  The plan targets an annual
financial improvement of more than $3 billion by 2017, including
$2 billion in cost savings and $1 billion in revenue
enhancements.  The additional cash flow will enable American to
renew its fleet and to invest several hundred million dollars per
year in ongoing improvements in products and services to deliver
a world-class travel experience for customers.  The improved cash
flow will also allow American to further reduce its debt and
become financially stronger in the years after its emergence from
the restructuring process.

    Tom Horton, Chairman and Chief Executive Officer, said,
"American Airlines is moving forward decisively.  The plan we are
outlining today provides the framework for a new American
Airlines, positioned to succeed in an intensely competitive
industry that has been transformed by our competitors' recent
restructurings.  Just as other airlines have done and will
continue to do, we must invest restructuring-related cost savings
in ongoing innovation and customer service improvements that
drive revenue.  The airlines that have failed to adapt to these
changes are no longer in business.  Change will be difficult,
particularly as we will be ending this process with fewer people,
but it is a necessity. American is ready to compete and win."

    Mr. Horton further noted that in connection with the
implementation of American's business plan, the company intends
to engage in appropriate negotiations with its economic
stakeholders and union representatives and seek necessary
Bankruptcy Court approvals.

         Restructuring - Non-Employee Cost Reductions

    American's plans build on initiatives already in place that
reduced cost significantly over the past several years, including
major changes to its route structure, network, capacity and
fleet. Utilizing the benefits of the restructuring process,
American intends to realize additional savings over the next six
years by restructuring debt and leases, grounding older planes,
improving supplier contracts, and undertaking other initiatives.

    A central element of American's transformation is the
overhaul of its fleet, which will reduce fuel, maintenance, and
financing costs, and provide improved profitability and growth
over time, by enabling American to better match the right
equipment to the right routes.

            Necessary Reduction of Employee Costs

    A fundamental element of American's plan, which is designed
to allow it to exit restructuring and vigorously compete and win,
includes employee cost reductions across all work groups.
American informed employees earlier that all groups, including
management, must reduce their total costs by 20 percent.  While
the savings from each work group will be achieved somewhat
differently, the plan provides that each will experience the same
percentage reduction.  These reductions would result in average
annual employee-related savings of $1.25 billion from 2012
through 2017.

    American's business plan and proposals encompass a total
reduction of approximately 13,000 employees.  Included in the
total employee impact is the expected result of a previously
launched redesign of American's management and support staff
structure that will reduce 15 percent of management positions.
Consistent with the approach taken by other major airlines in
their restructurings, American's plan also includes:

* Outsourcing a portion of American's aircraft maintenance
   work, including seeking closure of the Fort Worth Alliance
   Airport (AFW) maintenance base, and certain airport fleet
   service clerk work;

* Removing major structural barriers to operational
   flexibility, such as restrictions on codesharing and regional
   flying

* Introducing work rule changes to increase productivity.

    American also said it will seek Bankruptcy Court approval to
terminate its defined benefit pension plans.  If the plans are
terminated, American will contribute matching payments in a
401(k) plan.  American also will seek to discontinue subsidizing
future retiree medical coverage for current employees, but will
offer access to these plans if employees choose to pay for them.
American also proposes to implement common medical plans and
contribution structures across all active employee groups.

"These are painful decisions," Mr. Horton continued, "but they
are essential to American's future.  We will emerge from our
restructuring process as a leaner organization with fewer people,
but we will also preserve tens of thousands of jobs that would
have been lost if we had not embarked on this path -- and that's
a goal worth fighting for.  By reinvesting savings back into our
business, we will support job growth, including growth at our
suppliers and partners over the long run. Only a successful,
profitable and growing American Airlines can provide stability
and opportunity for our people."

            Revenue Improvements and Profit Sharing

With financial and operational flexibility and an improved cost
and capital structure, American also plans to drive revenue
growth by:

* Renewing and optimizing its fleet by investing an average of
   about $2 billion per year in new aircraft, so that by 2017
   American's mainline jet fleet will be the youngest in North
   America, with the versatility to better match aircraft size
   to its markets.  This step is central to American's
   transformation, as it means more profitable flying due to
   markedly improved fuel and maintenance costs and higher
   revenue generation.

* Building network scale and alliances by increasing departures
   across American's five key markets - Dallas/Fort Worth,
   Chicago, Miami, Los Angeles and New York - by 20 percent over
   the next five years, and by increasing international flying.

* Modernizing its brand, products and services by investing
   several hundred million dollars per year in enhancements to
   the customer experience that will, once again, make American
   the premier airline of high-value customers.

   In order to ensure that employee performance is rewarded and
aligned with American's future success, the company envisions
putting in place a profit sharing plan which, beginning with the
first dollar of pre-tax income, would pay awards totaling 15
percent of all pre-tax income.

    "We have an extraordinary opportunity to create a new world-
class airline, with a leaner, customer-focused culture of
accountability and high performance.  The best way for us to
achieve this - and ensure that we are in control of our own
future - is to make the necessary changes, complete our
restructuring quickly, and continue working hard to put American
Airlines back in a position of industry leadership," Mr. Horton
concluded.

                    About American Airlines

    American Airlines, American Eagle and the
AmericanConnection^(R) carrier serve 260 airports in more than 50
countries and territories with, on average, more than 3,300 daily
flights.  The combined network fleet numbers more than 900
aircraft.  American's award-winning website, AA.com^(R), provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld^(R) alliance, which brings
together some of the best and biggest names in the airline
business, enabling them to offer their customers more services
and benefits than any airline can provide on its own.  Together,
its members and members-elect serve more than 900 destinations
with more than 10,000 daily flights to 149 countries and
territories.  American Airlines, Inc. and American Eagle
Airlines, Inc. are subsidiaries of AMR Corporation.
AmericanAirlines, American Eagle, AmericanConnection, AA.com, and
AAdvantage are trademarks of American Airlines, Inc.  AMR
Corporation common stock trades under the symbol "AAMRQ" on the
OTCQB marketplace, operated by OTC Markets Group.

    AMR Corporation, and certain of its United States-based
subsidiaries, including American Airlines, Inc. and AMR Eagle
Holding Corporation, filed voluntary petitions on Nov. 29, 2011
for Chapter 11 reorganization in the U.S. Bankruptcy Court for
the Southern District of New York.  More information about
the Chapter 11 filing is available on the Internet at
http://www.aa.com/restructuring

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: CEO Tells Employees Changes Are Necessary
------------------------------------------------------------
Tom Horton, Chairman and Chief Executive Officer of AMR
Corporation, sent on February 1, 2012 a letter to all American
Airlines employees:

  Dear American Team:

  Several weeks into our restructuring process we continue to
  make progress on a comprehensive plan to restore American to
  industry leadership, profitability, and growth.  From my
  travels around the system and talking with so many of our
  folks, I know the fierce commitment we all share to making
  American a winner again.  Today, I want to share with you the
  framework for the next steps on our path to transform American
  - not just to compete, but to win.

          Change - a necessity, not a choice

  As you know, our major competitors have used the restructuring
  process to overhaul their companies and become more
  competitive in every aspect of their business.  Last week,
  these airlines announced their financial results, which
  highlighted, once again, a widening profit gap.  Network
  carriers have benefited from investing their restructuring-
  driven profits in products and services that have helped drive
  revenue growth.  And low cost airlines continue to benefit
  from the cost efficiency that has made them a force in our
  industry.

  Now it is time for American to move forward on a decisive
  path.  We are going to use the restructuring process to make
  the necessary changes to meet our challenges head on and
  capitalize fully on the solid foundation we've put in place.

       Success - achievable goals, profits and growth

  The key to our successful restructuring is a business plan
  with a clear objective.  And that is to make American a world-
  class global airline - America's flag carrier - that is
  competitive, profitable and growing. To do this, we must
  consistently deliver:

   A superior customer experience that earns loyalty and drives
   revenue

   A work environment that recognizes excellence and rewards
   success

   Attractive financial returns for our investors and
   stakeholders

  With financial and operational flexibility and an improved
  cost and capital structure, we plan to:

   Renew and optimize our fleet by investing an average of about
   $2 billion per year in aircraft, so that by 2017 American's
   mainline jet fleet will be the youngest in North America,
   with the versatility to match aircraft size to the markets we
   serve.  This step is central to our transformation and means
   more profitable flying due to markedly improved fuel and
   maintenance costs, and higher revenue generation.

   Build the scale of our network and alliances by increasing
   departures across American's five key markets - Dallas/Fort
   Worth, Chicago, Miami, Los Angeles and New York - by 20
   percent over the next five years, capitalizing on our loyal
   customer base and world-class alliance partners, and
   increasing international flying.

   Modernize our brand, products and services by investing
   several hundred million dollars per year in enhancements that
   will, once again, make American the premier airline of high-
   value customers.

  Our business plan demonstrates that we can achieve and sustain
  our objectives.  Ultimately, we plan to achieve a $3 billion
  annual improvement, including:

   Revenue improvements of $1 billion per year through network
   scale, fleet optimization, and product improvements.

   Cost savings of over $2 billion, from restructuring debt and
   leases, grounding older planes, improving supplier contracts
   and other initiatives, and necessary employee-related
   changes.

  Importantly, these financial improvements not only support our
  planned investments in our fleet, product and brand; they also
  enable us to further reduce our debt, becoming financially
  stronger so that American will be resilient and able to
  withstand future unforeseen events.

              Success requires tough changes

  The restructuring process allows us to spread the effects of
  cost savings as broadly and evenly as possible, but there is
  no avoiding the fact that the cost reductions will be deep.
  And there is no sugarcoating the effect on our people.  Three
  principles will guide our approach:

   Commitment to success - We have thoroughly analyzed the
   competition and the industry and what we must achieve is
   crystal clear.  Competing and winning requires a financial
   improvement of more than $3 billion, and that, in turn,
   requires significant savings in employee-related costs - of
   more than $1.25 billion per year.

   Fair and equitable - All workgroups will have total costs
   reduced by 20 percent, including management.  While the
   savings from each work group will be achieved somewhat
   differently, each will experience the same percentage
   reduction.

   Performance is rewarded - At American, everyone should be
   recognized for their contributions, aligned with overall
   company performance, and sharing in American's success. That
   is why we envision a Profit Sharing plan that, beginning with
   the first dollar of pre-tax income, would pay awards totaling
   15 percent of all pre-tax income.

  I take full ownership of our business plan.  It is very
  important, too, that we are all sure that the proposed changes
  are appropriate for each part of the company.  In developing
  this plan I asked each business leader - Jim Ream, John Hale,
  and their colleagues in Operations, Tom Del Valle and his team
  in Airports, Craig Kreeger and Lauri Curtis in Customer
  Experience, and others - to take responsibility for the
  specific changes necessary to make American competitive and
  successful in each of their respective areas.  I know you are
  concerned about how all of this will affect you.  I have also
  asked each of these leaders to actively and directly
  communicate those changes to you.  You will hear more detail
  later as we share it with our union workgroups, and we will
  have more information for our non-union groups in weeks to
  come as we address feedback from them.

  While we are now firmly on a path to a successful growing
  future, we must acknowledge the near-term pain these changes
  will require.  That's especially true because we will end this
  journey with many fewer people.  But we will also preserve
  tens of thousands of jobs that would have been lost if we had
  not embarked on this path - and that's a goal worth fighting
  for.  As I've said before, our objective is to create the best
  outcome for the greatest possible number of people.

                 Renewal - risks and challenges

  We have an extraordinary opportunity to create a new world-
  class airline, but we are also at great risk during this time.
  You have likely read or heard reports that there are those who
  wish to shrink our airline, close hubs or acquire our company
  or assets - all for the benefit of their own stakeholders.
  Still others may favor a breakup of American.  I do not
  believe any of these outcomes are in the best interests of
  American, our people, or our stakeholders.  But as I have said
  since the start of this process, there will be many parties
  with input into the outcome of our restructuring.  The best
  way for us to assure that we are in control of our own future
  is to make the necessary changes, complete our restructuring
  quickly, and continue working hard to position American as a
  world-class competitor.

  Another risk comes from within.  Divisive and destructive
  rhetoric of the past has not served American or its people
  well, and indeed has only served to strengthen our
  competitors.  Believe me, our competitors see an opportunity
  to take advantage of any internal uncertainty or instability.
  This is a moment when such discord can have profound
  consequences.  It is time to turn the page and open a new
  chapter for American.

  The world has changed around us and this is our moment to
  adapt or lose the opportunity forever.  Our industry is now
  defined by the changes our competitors made in restructuring
  to secure their futures, and the landscape is littered with
  those airlines that failed to change.  Only a successful,
  profitable, and growing American can provide a secure future
  and opportunity for our people.

  We are moving fast and it will take all our dedication, focus,
  and energy to get this done - and I will give it all of mine.
  I thank you again for standing tall and doing a fine job for
  our customers during this especially challenging time.  That
  winning attitude is why I believe we have what it takes to put
  American back on top.

  Sincerely,

  Tom Horton

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins Nod to Keep $4.1BB in Alternative Accounts
------------------------------------------------------------------
During a Jan. 27 hearing, Judge Sean Lane allowed American
Airlines Inc. and its affiliates to keep the vast majority of
their $4.1 billion in cash in alternative investment accounts that
the U.S. Trustee previously objected to as not properly protected
under the bankruptcy code, Hilary Russ of BankruptcyLaw360
reported.

"I appreciate the diligence of the U.S. Trustee's office," Ms.
Russ quoted Judge Lane as saying in overruling the U.S. Trustee's
objection and granting the Debtors a waiver that lets them
continue using their investment practices.

The Debtors sought, among other things, a waiver of the
requirements of Section 345 of the Bankruptcy Code to allow them
to keep their credit union account at the American Airlines
Federal Credit Union and their foreign bank accounts and allow
them to continue their foreign operations and investment
processes, in accordance with their prepetition practices.

As of January 3, 2012, the Debtors held approximately $306 million
of equivalent U.S. dollars in their foreign bank accounts.

Prepetition, the Debtors generally invested their domestic cash
and cash equivalents by contracting with their investment manager,
American Beacon Advisors, a professionally managed, registered
investment advisory firm, and in accordance with the Debtors'
investment guidelines.   On a portfolio of $4.1 billion as of
November 28, 2011, the Debtors would be foregoing approximately
$16.4 million in interest income over a year if they were to
invest in short-term investments insured or guaranteed by the
United States or its departments, agencies, and instrumentalities,
he pointed out.

For the reasons stated, the Debtors ask the Court to grant the
waiver of Section 345 to enable them to continue their foreign
operations and investment processes, in accordance with their
prepetition practices.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Sec. 341 Meeting Adjourned to March 22
---------------------------------------------------------
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
said the meeting of creditors of AMR Corp. and its affiliated
debtors has been adjourned to March 22, 2012, at 4:00 p.m.
(Eastern Time).  A meeting of creditors was held on January 19.

The meeting under Section 341(a) of the Bankruptcy Code offers
creditors a one-time opportunity to examine the Debtors'
representative under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: U.S. Trustee Questions Hiring of Advisors
------------------------------------------------------------
The U.S. Trustee, a Justice Department agency overseeing
bankruptcy cases, is questioning the proposed hiring of legal and
financial advisers for AMR Corp. and its subsidiaries in
bankruptcy protection.

In court papers, the U.S. Trustee questioned if AMR needs as many
legal and financial advisers as it is seeking to employ.

AMR previously filed applications to hire the law firms of Groom
Law Group Chartered, Paul Hastings LLP, Morgan Lewis & Bockius
LLP, and Debevoise & Plimpton LLP to provide labor counsel.

The company also proposed to employ Deloitte Financial Advisory
Services LLP, Ernst & Young LLP, KPMG LLP, Perella Weinberg
Partners LLP, Rothschild Inc., McKinsey Recovery & Transformation
Services U.S. LLC and two other McKinsey firms.

Meanwhile, AMR's subsidiaries, American Eagle Airlines Inc. sought
court approval to employ Bain & Company Inc. while American
Airlines Inc. tapped the services of SkyWorks Capital LLC.

Lawyer for the U.S. Trustee, Susan Golden, Esq., said that none of
the applications to hire the law firms give an explanation on why
one firm cannot provide the services that AMR seeks from the other
firms.

"The U.S. Trustee is concerned that the circumstances of this case
do not warrant the need for multiple professionals to perform what
appears to be the same services," Ms. Golden said in court papers.

The U.S. Trustee raised similar concerns over the proposed hiring
of the other bankruptcy professionals, saying the company must be
required to provide further explanation as to how the services to
be provided by McKinsey, Deloitte and the other firms do not
overlap.

The agency also complained over the lack of disclosures regarding
the bankruptcy professionals' disinterestedness, Bain & Company's
proposed fee structure, among other things.

AMR's application to employ Weil Gotshal & Manges LLP as general
bankruptcy counsel did not also escape the U.S. Trustee's
scrutiny.  The agency asked the bankruptcy court to deny approval
of the application unless the law firm files additional
disclosures regarding its disinterestedness.

                      APFA, et al., Object

The proposed hiring of Rothschild, Perella, SkyWorks and Bain &
Company also drew flak from unions and from an ad hoc committee
representing passenger service agents employed by American
Airlines.

The Association of Professional Flight Attendants and the ad hoc
committee opposed the hiring of Rothschild, Perella and SkyWorks
based on fees, which would be paid even in the event of the
airline's liquidation.

The union and the ad hoc committee also objected to the
indemnification provision in the Rothschild application, saying it
is inconsistent with the indemnification clauses contained in
other employment applications.  Both expressed concern that this
would grant the firm "virtually near-total impunity in its
dealings with American Airlines and its affiliated debtors.

Meanwhile, the Transport Workers Union of America, AFL-CIO,
questioned the proposed hiring of Bain & Company, saying it is
"unnecessary and duplicative" of other retained professionals.

The union also criticized the proposed fee structure, describing
it as "blatantly excessive and unfair."

"[American Eagle] proposes to pay Bain $525,000 per month,
excessive for any of the proposed services, and ludicrous in
advance of the delivery of any services," the union said in court
papers.

                       *     *     *

The Court has pushed back the final hearings on the Debtors'
applications to employ these professionals to February 29:

  * Rothschild Inc.,
  * Bain & Co. Inc.,
  * Skyworks Capital LLC,
  * Perella Weinberg Partners LP,
  * McKinsey Recovery & Transformation Services U.S., LLC,
  * Groom Law Group, Chartered,
  * Debevoise & Plimpton LLP,
  * Paul Hastings LLP,
  * KPMG LLP,
  * Morgan Lewis & Bockius LLP, and
  * Deloitte Financial Advisory Services LLP.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AMEX: Files for Chapter 11 in Oregon
---------------------------------------------
American Amex, Inc., filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012,
estimating assets and debts of $10 million to $50 million.   Ray
Weilage, from Connecticut and owner of 94% of the stock, signed
the bankruptcy petition.

According to a document attached to the petition, D. Blair Clark,
of Boise Idaho, will charge the Debtor $250 per hour for work as
counsel.   Mr. Clark, among other things, has agreed to represent
the Debtor in negotiations with secured creditors for valuation
for Plan purposes; exemption planning; preparation and filing of
plans and disclosure statements as needed; preparation and filing
of motions pursuant to 11 U.S.C. 522(f)(2)(A) for avoidance of
liens on household goods or real property; stay relief proceedings
as needed and permissible; motions for use of cash collateral;
motions to incur secured debt; motions to assume or reject
executory contracts and unexpired leases; other appropriate
motions and pre-confirmation procedures; proceeding to obtain
confirmation of Plan.


AMERICAN LASER: Wins OK to Sell Assets to Versa for $39.5MM
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that American Laser
Centers LLC won a Delaware bankruptcy judge's blessing on Tuesday
to sell its assets to private equity lender Versa Capital
Management LLP for $39.5 million, after a planned auction failed
to turn up additional bids.

U.S. Bankruptcy Judge Mary F. Walrath signed off on the sale at a
court hearing, where the laser hair removal chain said it had
allayed the concerns of its unsecured creditors' committee over a
wind-down budget for the case, Law360 relates.

                     About American Laser Centers

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

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

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

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

Bellus ALC Investments 1 is represented by Nancy A. Peterman,
Esq., at Greenberg Traurig LLP.

An official committee of unsecured creditors has retained Herrick
Feinstein LLP and Ashby & Geddes, P.A., as counsel; and J.H. Cohn
LLP as financial advisor.

Albert Altro serves as the Debtors' chief restructuring officer.


APEX DIGITAL: Examiner Wants to Hire Rutter Hobbs as Counsel
------------------------------------------------------------
Rosendo Gonzalez, the Chapter 11 Examiner appointed in the
bankruptcy of debtor Apex Digital, Inc., asks the Bankruptcy Court
for  authorization to employ Rutter Hobbs & Davidoff Incorporated
as  his general bankruptcy counsel, effective as of Dec. 6, 2011.

The firm will be expected among other things:

     a. assist and advise the Examiner in its duties and powers as
        Examiner with respect to Apex's bankruptcy case;

     b. assist and advise Examiner regarding the Insider Action;

     c. assist and advise Examiner regarding the investigation of
        the conduct, liabilities and financial condition of the
        Debtor, and the potential claims which exist against
        insiders of the Debtor;

     d. assist and advise Examiner regarding the preparation of
        any report which it makes as Examiner; and

     e. assist and advise Exxaminer regarding additional
        litigation which may be required to be filed.

The principal attorneys who will be rendering services to the
Examiner and their respective hourly rates are:

        Brian L. Davidoff               $560
        Bernard M. Resser               $475
        C. John Melissinos              $425
        Claire E. Shin                  $310
        Jan Reinglass (paralegal)       $105

C. John Melissinos, at Rutter Hobbs & Davidoff, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.


APEX DIGITAL: Can Continue Use of Cash Collateral Until March 25
----------------------------------------------------------------
The U.S. Bankruptcy for the Central District of California has
approved a fourth cash collateral stipulation between Apex
Digital, Inc., and secured creditor Avision Technology Company
Limited.

Under the fourth stipulation, the parties agree that the Debtor
may use the cash which constitutes Avision's collateral, until the
earlier of (i) March 25, 2012, (ii) the Effective Date of a
confirmed plan of reorganization in the Debtor's case, (iii) the
entry of an order dismissing the Debtor's bankruptcy case, or (iv)
the termination of the Stipulation.

The Debtor will be authorized to use cash collateral in accordance
with the Budget, subject to a permitted deviance of up to 10% of
the total expenses for any week with any unused portions to be
carried over into the following week on a line-item by line-item
basis only.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Avision a replacement lien in,
any and all assets of Debtor.  The replacement lien and security
interest will have the same priority, extent and validity as
Avision's liens and security interests existing in the cash
collateral used by the Debtor.

Avision will also receive additional adequate protection in the
form of monthly payments of $5,000 each, which payments will be
made to Avision on each of Feb. 12 and March 11, 2012.  

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.


APPLIED DNA: Seven Directors Re-elected to Board of Directors
-------------------------------------------------------------
Applied DNA Sciences, Inc.'s annual meeting of stockholders was
held on Jan. 27, 2012.  At the meeting, stockholders reelected the
existing members of the board of directors, namely: James A.
Hayward, John Bitzer, III, Gerald Catenacci, Karol Gray, Charles
Ryan, Yacov Shamash, and Sanford R. Simon, each for a one-year
term or until their successors are duly elected and qualified.
Stockholders also approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized
shares of common stock, $0.001 par value per share, to
1,350,000,000.  Stockholders voted to amend the Company's 2005
Incentive Stock Plan to increase the number of shares of common
stock issuable under the 2005 Plan to 350,000,000 and the number
of shares of common stock than can be covered by awards made to
any participant in any calendar year to 50,000,000.  Stockholders
ratified the appointment of RBSM, LLP, as the Company's
independent registered public accounting firm for the fiscal year
ending Sept. 30, 2012.

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.

The Company reported a net loss of $10.51 million on $968,848 of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $7.91 million on $519,844 of revenue during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $3.50
million in total assets, $4.49 million in total liabilities, all
current, and a $995,385 total deficiency in stockholders' equity.

RBSM LLP, in New York, noted in its report on Applied DNA's 2011
financial results that the Company has suffered recurring losses
and does not have significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover
its operations, which raises substantial doubt about its ability
to continue as a going concern.


AVISTAR COMMUNICATIONS: Incurs $2.3MM Net Loss in Fourth Quarter
----------------------------------------------------------------
Avistar Communications Corporation reported a net loss of
$2.31 million on $1.16 million of total revenue for the three
months ended Dec. 31, 2011, compared with a net loss of $1.87
million on $1.62 million of total revenue for the same period
during the prior year.

The Company also reported a net loss of $4.11 million on
$6.78 million of total revenue for the nine months ended Sept. 30,
2011, compared with net income of $6.32 million on $18.03 million
of total revenue for the same period a year ago.

The Company reported a net loss of $6.42 million on $7.95 million
of revenue for the twelve months ended Dec. 31, 2011, compared
with net income of $4.45 million on $19.65 million of total
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $5.16 million
in total assets, $18.10 million in total liabilities and a $12.93
million total stockholders' deficit.

Bob Kirk, CEO of Avistar, said, "In 2011, based on our virtualized
and unified visual communications strategy, we set out to develop
strategic relationships with top technology partners while driving
adoption of our solutions within new and loyal enterprise clients.
The Avistar team executed this strategy with great precision and
not only closed one of our largest OEM agreements to date, but
also started the deployment of one of the industry's largest roll-
out of virtualized visual communications in a unified
communications environment.  These goals had a singular purpose,
to drive Avistar's revenues in current and future quarters.
Additionally, we believe the achievement of these goals indicates
that Avistar is being recognized as a leader in its core markets
and has many significant opportunities ahead of it."

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

                        http://is.gd/vSqy5C

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BMF INC.: Files for Chapter 11 in Puerto Rico
---------------------------------------------
BMF, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. P.R.
Case No. 12-00658) on Jan. 31, 2012.  BMF, a water bottler and
distributor based in Caguas, Puerto Rico, disclosed $12.3 million
in assets and $8.9 million in liabilities.  C. Conde & Associates
will charge the Debtor $150 to $300 per hour for services provided
by its paralegals and attorneys.


CATALYST PAPER: Moody's Lowers PDR to 'D'; CFR Still at 'Ca'
------------------------------------------------------------
Moody's Investors Service downgraded Catalyst Paper Corporation's
(Catalyst) probability of default rating (PDR) to D from Ca/LD.
The company's corporate family rating, senior secured notes rating
and senior unsecured notes rating were confirmed at Ca, Caa3 and C
respectively. The speculative grade liquidity rating remains
unchanged at SGL-4. This rating action concludes a review
initiated on December 15, 2011 in response to the company's
announcement that it would defer the US$21 million interest
payment due December 15, 2011 on its senior secured notes. The
rating outlook is stable. Subsequent to the actions, all ratings
of Catalyst will be withdrawn as the company has commenced
proceedings under the Companies' Creditors Arrangement Act (CCAA).
Please refer to Moody's ratings withdrawal policy on moodys.com.

Downgrades:

   Issuer: Catalyst Paper Corporation

   --  Probability of Default Rating, Downgraded to D from Ca/LD

Outlook Actions:

   Issuer: Catalyst Paper Corporation

   -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

   Issuer: Catalyst Paper Corporation

   --  Corporate Family Rating, Confirmed at Ca

   -- Senior Secured Regular Bond/Debenture, Confirmed at Caa3

   -- Senior Unsecured Regular Bond/Debenture, Confirmed at C

RATINGS RATIONALE

The downgrade follows the announcement that the board of directors
of Catalyst has approved a filing for an initial order from the
Supreme Court of British Columbia to commence proceedings under
the CCAA.

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

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


CENGAGE LEARNING: Hopes on Digital in Shifting Textbook Market
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that as the textbook
industry is transformed by the Internet, Cengage Learning Holdings
has a lot riding on a shift into digital products, a move it hopes
will stabilize its finances for an eventual public offering.

                      About Cengage Learning

Cengage Learning -- http://www.cengage.com/-- provides
courseware, specialized content, print textbooks, homework and
study tools, and e-learning services for businesses, educational
institutions, government agencies, libraries, and individuals.
Cengage, which operates in some 40 countries, offers educational
products under brand names such as Wadsworth, South-Western,
Course Technology, Delmar, Gale, and Brooks/Cole.

                         *      *     *

As reported in the Troubled Company Reporter on Aug. 17, 2011,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Conn.-based Cengage Learning Holdings II L.P. to
negative from stable.  "At the same time, we affirmed all existing
ratings on the company, including the 'B' corporate credit
rating," S&P said.  Total debt outstanding at June 30, 2011 was
$5.7 billion.


CEQUEL COMMS: Moody's Rates Sr. Sec. Credit Facility at 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior secured credit facility of Cequel Communications Holdings
I, LLC (Cequel or the company). Proceeds from the $2.2 billion
secured term loan and $500 million secured revolver ($160 million
estimated draw in March 2012) will refinance the existing credit
facility and fund an approximately $370 million distribution in
March 2012. Moody's anticipates Cequel will pay an incremental
sponsor dividend of approximately $70 million in the June 2012
quarter, using a combination of balance sheet cash and revolver
borrowings.

Moody's also affirmed Cequel's B1 corporate family and probability
of default ratings and the stable outlook. The transaction
increases leverage approximately half a turn to about 6 times
debt-to-EBITDA and will likely result in a modest increase in
interest expense. However, the B1 CFR incorporates the aggressive
financial sponsor ownership and can tolerate the higher debt load
given the EBITDA growth that occurred throughout 2011 and Moody's
expectations for it to continue. Sustaining the CFR and stable
outlook depends on management's ability to continue to achieve
EBITDA growth given the substantial debt load.

Moody's also raised the speculative grade liquidity rating to SGL-
2 from SGL-3, based on increased revolver capacity and
expectations for improving free cash flow. Also, the transaction
favorably extends the maturity profile. The existing revolver and
term loan mature in May and November 2013, respectively, compared
to 2017 for the proposed revolver and 2019 for the proposed term
loan (the term loan maturity could spring to 2017 if the secured
leverage ratio exceeds 2.5 times, as defined, and if more than 20%
of Cequel Communications Holdings I, LLC's Senior Notes due 2017
remain outstanding).

Cequel Communications, LLC

   -- Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 27%

Cequel Communications Holdings I, LLC

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
      SGL-3

   -- Affirmed B1 Corporate Family Rating

   -- Affirmed B1 Probability of Default Rating

   -- Senior Unsecured Bonds, Affirmed B3, LGD adjusted to LGD5,
      83% from LGD5, 80%

Outlook, Stable

RATINGS RATIONALE

Cequel's B1 CFR incorporates its weak financial metrics, the
result of both acquisitions and the aggressive financial sponsor
ownership. Debt service related to the high leverage (about 6
times debt-to-EBITDA) and substantial (albeit declining with the
conclusion of a significant investment in the network) capital
expenditures will limit free cash flow over the intermediate term.
Furthermore, the company will likely allocate free cash flow to
shareholder returns rather than meaningful debt repayment.
Nevertheless, Moody's believes Cequel's high speed data product
and commercial business present good growth prospects, so leverage
will likely decline as EBITDA rises. Also, notwithstanding the
maturity of the core video product, the relative stability of the
cable TV business supports the rating, and the high quality of
Cequel's network, positions it well against escalating
competition. Its track record of integrating and improving the
operating performance of acquired cable systems also supports the
rating.

The stable outlook assumes maintenance of an adequate or better
liquidity profile and that leverage will decline to the mid-5
times debt-to-EBITDA range driven by EBITDA growth over the next
12 to 18 months.

Cequel's financial sponsor ownership and relatively high leverage
limit upward ratings momentum, and a positive rating action is
highly unlikely. A higher rating would require sustained free cash
flow to debt in the high single digits and sustained leverage
below 5 times debt-to-EBITDA, as well as a good liquidity profile
and evidence of shareholder commitment to a more fiscally
conservative capitalization.

A material weakening of operating performance or inability to grow
EBITDA due to either escalating competitive pressure or
technological changes could pressure the rating down. Incremental
shareholder friendly activities, acquisitions resulting in
leverage sustained above 6 times debt-to-EBITDA or an erosion of
the liquidity profile could also have negative ratings
implications.

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

Headquartered in St. Louis, Missouri and doing business as
Suddenlink Communications, Cequel serves approximately 1.3 million
residential video subscribers, 937 thousand residential internet
subscribers, and 426 thousand residential phone subscribers. The
company provides digital TV, high-speed Internet and telephone
services to consumers and businesses and generated revenues of
approximately $1.8 billion for the twelve months ended September
30, 2011. Cequel is owned primarily by Goldman Sachs, Quadrangle,
and Oaktree, as well as management.


CHAMPION INDUSTRIES: Incurs $3.9 Million Net Loss in Fiscal 2011
----------------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $3.97 million on $128.52 million of total revenues for the
year ended Oct. 31, 2011, compared with net income of $488,134 on
$129.93 million of total revenues during the prior year.

The Company reported a net loss of $5.42 million on $33.49 million
of of total revenues for the three months ended Oct. 31, 2011,
compared with net income of $938,000 on $31.91 million of total
revenues for the same period during the prior year.

The Company's balance sheet as of Oct. 31, 2011, $82.02 million in
total assets, $61.09 million in total liabilities, and
$20.92 million in total shareholders' equity.

Marshall T. Reynolds, Chairman of the Board and Chief Executive
Officer of Champion, said, "2011 is the year we believe we
stabilized the top line of our revenue components.  Our sales only
decreased slightly over the prior year and our fourth quarter 2011
sales increased 5% over 2010 fourth quarter levels.  We believe
this was a key hurdle to pave the way to future improvements in
core profitability.  We have identified certain emphasis areas to
improve gross margins and have actively begun to implement these
initiatives as we move into 2012.  In addition, we are evaluating
our overall operations to strive for more improvements and to
continue to rationalize our current cost structure in light of the
continued impact of the global economic crisis on our business."

The Company as of, and during the year ended Oct. 31, 2011, was
not in compliance with certain of its financial covenants arising
under a credit agreement involving several lending financial
institutions.  The Company has been unable to obtain a waiver or
negotiate amendments to correct the covenant violations.  The
Company has been negotiating with the financial institutions'
administrative agent for the credit agreement to restructure the
existing arrangement; however, terms satisfactory to the Company
and all lending parties involved have not been reached.  The
Company and the administrative agent entered into a Limited
Forbearance Agreement and Third Amendment to Credit Agreement on
Dec. 28, 2011, which provides, among other things, that during a
forbearance period commencing on Dec. 28, 2011, and ending on
April 30, 2012, a standstill period that temporarily forbears
exercising certain rights available to the lending institutions
including acceleration of the obligations and enforcement of any
of the liens, unless sooner terminated by default by the Company.
Should the Company and the administrative agent for the lending
institutions not reach mutually agreeable arrangements to amend or
waive the current lending agreement's financial covenants, and the
Company is unable to comply with those covenants subsequent to the
conclusion of the Limited Forbearance Agreement, the entire debt
obligation could become due and payable immediately and the
Company would be forced to refinance or repay its debt obligations
or seek other remedial alternatives.

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

                        http://is.gd/tBdcQK

                     About Champion Industries

Champion Industries, Inc., is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets in the United States.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, WV.  The
Company's sales force sells printing services, business forms
management services, office products, office furniture and
newspaper advertising. Its subsidiaries include Interform
Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas
Printing, The Bourque Printing, The Capitol, and The Herald-
Dispatch.


CITIZEN REPUBLIC: Fitch Lifts Issuer Default Rating to 'B'
----------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) of Citizens Republic Bancorp, Inc. (CRBC) and its principal
bank subsidiaries two notches to 'B' from 'CCC'.  The Rating
Outlook is Positive.

Fitch's rating action follows CRBC's three quarters of
profitability after having reported losses for the prior 12
quarters.  This has been primarily accomplished through
management's accelerated asset resolution program, whereby it
conducted bulk sales, note sales, and workouts of problem loans.

Fitch recognizes new management's aggressive actions to work to
resolve the company's asset quality problems, which it had largely
inherited, has helped to preserve CRBC's franchise.  As such,
Fitch's rating action encompasses a favorable view of CRBC's
management team.

CRBC's asset quality measures have significantly improved over the
course of the last year. Non-performing assets (NPAs) as a
percentage of gross loans plus other real estate owned (OREO)
declined to 2.43% at 4Q11 down from 2.62% at 3Q'11, 2.69% at 2Q'11
and 4.58% at YE2010.

Fitch notes that even with this credit improvement, CRBC's asset
quality ratios are still on the high side on an absolute basis.
However, given current favorable problem asset inflow and
delinquency trends, Fitch would expect continued improvement in
asset quality, albeit at a much slower rate, than in the last
year.

While the problem asset resolution discussed above helped improve
asset quality metrics, they have also caused the company's capital
ratios to decline.  For example, as of 1Q'11, CRBC's tangible
common equity (TCE) ratio declined to a low 3.59%, which was in
concert with the losses brought forward from the bulk sales.

Since that time, however, and with the company's return to
profitability, CRBC has modestly grown its TCE ratio to 4.47% as
of 4Q'11.  Even though this is still very low and concerning on an
absolute basis, Fitch views the company's ability to slowly build
capital via retained earnings as a modest positive.  Fitch notes
that the company's capital generation could be further enhanced
should CRBC recapture its large deferred tax asset (DTA) at some
point in 2012.

While Fitch views CRBC's results as modestly improving, the
company still has a number of challenges ahead of it as it
continues to work to repair its business.  Chief amongst these is
having its written agreement with regulators removed.
Additionally, the company will at some point have to resume and
catch-up with dividend payments on its preferred stock and also
repay its TARP shares.  Fitch notes in order to protect its
already low tangible capital ratios, CRBC will likely have to
facilitate these with some form of external capital raise.

Fitch believes that all of these challenges described above are
not mutually exclusive, as should CRBC achieve success in
resolving one of them, there is a likely probability that the
others will be resolved satisfactorily as well.  Should this
eventuate, Fitch believes there could be some further upside to
current ratings, which is reflective in the Positive Outlook.

Alternatively, if CRBC is not able to address these challenges in
the next 12 to 18 months, ratings would likely remain near their
present level.

Additionally, should economic conditions in CRBC's upper Midwest
footprint significantly deteriorate, Fitch's analysis indicates
that under severe stress conditions it is possible that losses
could begin emanating again from the company's large commercial
real estate portfolio (CRE).  Given CRBC's low capital ratios,
Fitch notes that this would be a significant negative to the
company's business, and therefore also its ratings.

The ratings on CRBC's trust preferred securities, preferred stock,
and junior subordinated debt remain at 'C' given that these issues
remain in deferral status.  Until CRBC begins to pay dividends on
these and the deferred dividends are brought current, the ratings
on these issues will remain at 'C'.  Fitch has also maintained a
'RR6' Recovery Rating on these issues.

CRBC is a $9.5 billion bank holding company headquartered in
Flint, MI, with operating offices primarily throughout Michigan,
Indiana, Ohio, and Wisconsin.  The company offers a full range of
banking products and services to individuals and businesses.

Fitch has upgraded the following ratings:

Citizens Republic Bancorp, Inc.

  -- Long-term IDR to 'B' from 'CCC'; Outlook Positive
  -- Short-term IDR to 'B' from 'C';
  -- Viability to 'b' from 'ccc'.

Citizens Bank

  -- Long-term IDR to 'B' from 'CCC'; Outlook Positive
  -- Long-term deposits to 'B+/RR3' from 'B-/RR3';
  -- Short-term IDR to 'B' from 'C';
  -- Viability to 'b' from 'ccc'.

Fitch has affirmed the following ratings:

Citizens Republic Bancorp, Inc.

  -- Subordinated debt at 'C/RR6';
  -- Preferred stock at 'C/RR6';
  -- Support at 'NF';
  -- Support Floor at '5'.

Citizens Bank

  -- Short-term deposits at 'B';
  -- Support at 'NF';
  -- Support Floor at '5'.

Citizens Funding Trust I

  -- Preferred stock at 'C/RR6'.

Fitch has upgraded and withdrawn the following ratings as this
entity was merged into Citizens Bank:

CB Wealth Management, National Association

  -- Long-term IDR to 'B' from 'CCC' and withdrawn;
  -- Short-term IDR to 'B' from 'C' and withdrawn;
  -- Viability to 'b' from 'ccc' and withdrawn.

Fitch has affirmed and withdrawn:

CB Wealth Management, National Association

  -- Support at 'NF' and withdrawn;
  -- Support Floor at '5' and withdrawn.


COMMONWEALTH PORTS: Fitch Lifts Rating on Revenue Bonds to 'B-'
---------------------------------------------------------------
Fitch Ratings upgrades the rating on approximately $14.5 million
of outstanding Commonwealth Ports Authority (CPA), Commonwealth of
the Northern Mariana Islands (CNMI), senior series 1998A airport
revenue bonds to 'B-' from 'CCC'.  The upgrade reflects a return
to covenant compliance following the rate increase in fiscal 2009
(year end September 30) and the CPA Board's 2011 Resolution
designating all Passenger Facility Charge (PFC) collections as
gross revenues.  The Rating Outlook is revised to Stable from
Negative.

The upgrade to 'B-' from 'CCC' reflects management's actions to
stabilize its operating profile and once again meet covenant
obligations.  Following three consecutive years of negative debt
service coverage (fiscals 2006-2008), CPA has exceeded its 1.25x
covenant in both fiscal 2009 and 2010 and is expected to have
coverage of approximately 2.37x for fiscal 2011.  Improved
coverage levels are the direct result of management's increase to
airline rates and charges effective fiscal 2009 and FAA approval
to use 100% of PFCs collected as gross revenues, as well as
restrained growth in operating expenses.

The CPA airports are heavily reliant on tourism and leisure
travelers.  This leaves them especially vulnerable to economic
recessions both within its weak MSA as well as to the larger,
neighboring Asian markets.  As a result, enplanements have
continued to decline, most recently down 4.0% in fiscal 2011 after
slightly rebounding by 0.9% in fiscal 2010 for the first time in
six years.  Service remains essential to this island economy,
however, and new or existing carriers tend to back-fill some of
the capacity reductions.  Service at the airports is dominated by
Delta Airlines and Asiana Airlines, which combined account for
approximately 60% of total traffic.  Management indicated that in
addition to two new passenger airlines added in 2011 that a third
is expected in 2012, along with a new cargo carrier.

The airports operate under a residual agreement.  However, the CPA
has been historically reluctant to pass through costs, given the
fragile economy and nature of the airline industry, having a
negative impact on financial flexibility and resulting in covenant
violations.  Management's fiscal 2009 rate increase appears to
have corrected the problem as coverage increased to 1.44x that
year and has been steady-to-increasing since.  Cost per
enplanement (CPE) is estimated at around $15.30 for fiscal 2011
and is expected to remain in that range barring any wide swings in
enplanements or changes to airline rates. This has been the new
baseline CPE since the airline rates went up in fiscal 2009.

CPA's overall leverage is relatively high given the operational
profile of the airports; however, its net debt-to-CFADS is more
reasonable at 1.8x, taking into account its growing liquidity (190
days cash on hand), reserves, and ability to use all of its PFCs
as cash flow.  As a result of the airport's conservative capital
structure and flat debt service profile, Fitch projects coverage
to remain at or above covenant through a five-year forecast
period.

Coverage is estimated at 2.37x (1.67x at historical PFC levels)
for fiscal 2011 after dropping slightly in fiscal 2010 as a result
of approximately $1 million of unanticipated, nonrecurring
expenses to comply with federal regulation.  Providing somewhat of
a consistent revenue stream to help service debt, non-airline
revenues have been relatively stable over time and management
continues to try to expand those sources.  Leases just went up and
a new Aircraft Rescue and Fire Fighting (ARFF) training facility
to be constructed should further help financial flexibility.
Additionally, management is still closely monitoring its expenses
and actively collecting on past-due receivables.

CPA's capital improvement plan through 2015 is modest at $42
million and 95% of the funding comes from FAA grants.  The largest
project is the $17 million Regional ARFF Training Facility that
should be a revenue-generating project for the airports.  Other
projects include: rehabilitating the 30-year-old runway,
installation of new generators for the terminals, Tower and
Airport Fire Station, and various renovations to the international
and commuter terminal.  These are in addition to several future
anticipated projects.  Management indicated that no future debt
issuances are currently planned.


COMMONWEALTH PORTS: Fitch Affirms 'BB-' Rating on Revenue Bonds
---------------------------------------------------------------
Fitch Ratings affirms the 'BB-' rating on approximately $32.6
million of outstanding Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands (CNMI), senior series
1998A & 2005A seaport revenue bonds.

The Rating Outlook is revised to Stable, reflecting Fitch's view
that port volumes are now linked more closely with the import of
essential items such as food and fuel, providing some pricing
flexibility and volume stability.

The Outlook revision to Stable from Negative reflects Fitch's
belief that the seaports may be at or near a new baseline cargo
level that is tied more closely to the economic activity of CNMI.
With the loss of the garment industry, CNMI ports' revenue tonnage
is now nearly 100% from imports and concentrated in two main
commodities (fuel and food).  Fitch recognizes the essentiality of
the ports to the island's survival and with fuel and food now
accounting for approximately two-thirds of all commodities, a
shift in the operational profile may be nearing completion.

CNMI's economy is subject to macroeconomic factors and a
diminished tourist base. As a result, fiscal 2011 revenue tonnage
decreased 1.4% to 378,807 metric tons, taking away from the 5.1%
increase achieved in fiscal 2010.  However, the tonnage decrease
was primarily due to reductions in exports as inbound cargo was
nearly flat.  This could indicate that a potential right-sizing of
the inbound cargo is near.

Fiscal 2011 (unaudited) operating revenues were down 3% as a
result of lower cargo volumes and concessions. Operating expenses,
though budgeted to increase by nearly 18% (as certain austerity
measures are scaled back), were only up 1%, resulting in estimated
2011 debt service of 1.41x.  Debt service coverage has been in the
1.3x - 1.4x range since fiscal 2009, when management raised
tariffs following covenant violations in fiscal 2007 and 2008.
Management has been reluctant to raise rates given the weakened
economy and tourist base, but the current increase appears to have
reversed the coverage deficit when combined with the austerity
measures on the expense side.

Since expenses only increased 1% in fiscal 2011, management has
budgeted a 7.4% increase in operating expenses for fiscal 2012.
However coverage is still projected to exceed covenant at 1.31x,
even taking into account a projected decrease in operating revenue
of 2.6%.  Following fiscal 2012, Fitch believes that cash flows
should continue to be sufficient to cover debt service through its
five-year forecast period and takes comfort in the CPA's strong
liquidity and fixed-rate, flat debt service profile.

CPA maintains fund balances of nearly $13 million related to the
bond indenture and has increased days-cash-on-hand to 430 days.
This liquidity provides some degree of financial flexibility and
translates to a moderate net debt-to-CFADS of 3.9x. Further,
management does not anticipate any future debt issuances at this
time.

The authority's capital improvement plan is modest and primarily
grant funded with a 25% match required from the CPA.  Current
grants include a $950,000 grant from the Department of Homeland
Security to improve security at the ports and another from
CNMI/DOI for repair work.  The CPA, however, is having trouble
securing all of the funding needed for its desired improvements
given the weakened economy and reduction in available governmental
funds.  Fitch intends to monitor the situation to ensure any
necessary maintenance and/or projects are not being deferred.


COMPETITIVE TECHNOLOGIES: Settles Dispute with Former CEO
---------------------------------------------------------
Competitive Technologies, Inc., entered into a Settlement
Agreement with former Chairman and CEO John B. Nano, pursuant to
which CTTC released from escrow $750,000, an amount deposited
following Mr. Nano's application for a prejudgment remedy on his
arbitration demand originally filed in September 2010.  CTTC will
pay an additional $25,000 in statutory interest on the escrowed
amount.

The settlement agreement also includes mutual general releases and
mutual non-disparagement clauses, with clauses for costs and
expenses of any litigation, including reasonable attorney's fees.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.

The Company also reported a net loss of $1.84 million on
$3.33 million of product sales for the nine months ended Sept. 30,
2011, compared with a net loss of $2.30 million on $1.67 million
of product sales for the nine months ended Oct. 31, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$5.95 million in total assets, $6.36 million in total liabilities,
all current, and a $409,428 total shareholders' deficit.


CONGRESSIONAL HOTEL: Court OKs $19.5MM Sale to Baywood Entity
-------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland has approved Congressional Hotel Corp., and Casco
Hotel Group, LLC's request for approval to sell substantially all
of their assets to Rockville Hospitality, LLC.

In an auction conducted Dec. 8, 2011, Baywood Hotels, Inc.'s offer
to purchase the assets for $19,500,000 was the highest and best
offer.  Baywood designated Rockville Hospitality to acquire title
to the assets.

The Debtors' obligation to pay the $325,000 break-up fee to 1775
Rockville Pike, LLC, will constitute the status of an
administrative expense under Section 503(b) of the Bankruptcy Code
and will be given priority pursuant to Section 507(a)(1) of the
Bankruptcy Code.
The Debtors' obligation to pay the break-up fee will immediately
be paid by the Debtors to 1775 Rockville Pike, LLC without further
order of the Court from the proceeds of the Sale at Closing.

1775 Rockville Pike, the stalking horse bidder, opened the auction
with an $18 million offer.

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


CONVERTED ORGANICS: Has 342.8 Million Outstanding Common Shares
---------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc. issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.

As of Jan. 30, 2012, the principal amount of the Note has declined
to $2,185,344.  From Jan. 24, 2012, until Jan. 30, 2012, a total
of $95,965 in principal had been converted into 67 million shares
of common stock.  Since the issuance of the Original Note, a total
of $1,664,656 in principal had been converted into 328 million
shares of common stock.  The Note holder is an accredited investor
and the shares of common stock were issued in reliance on Section
4(2) under the Securities Act of 1933, as amended.

As of Jan. 30, 2012, the Company had 342,856,837 shares of common
stock outstanding.

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
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 the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


CONVERTED ORGANICS: Peter Johnson Discloses 2.7% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Peter S. Johnson and his affiliates disclosed
that, as of Jan. 17, 2012, they beneficially own 7,500,000 shares
of common stock of Converted Organics Inc. representing 2.7% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/FZLDOS

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
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 the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


COREL CORPORATION: Moody's Lowers CFR to Caa1; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Corel Corporation's (Corel)
corporate family rating (CFR) and the ratings for the company's
term loans to Caa1 from B3. The outlook for the ratings was
revised to negative from stable.

Moody's has taken these rating actions:

Issuer: Corel Corporation

   -- Corporate Family Rating -- Downgraded to Caa1 from B3

   -- Probability of Default Rating -- Caa1, Affirmed

   -- $160 million (approximately $89 million outstanding) Senior
      Secured Term Loan due 2012 -- Downgraded to Caa1, LGD3 (48%)
      from B3, LGD3 (33%)

Withdrawals:

   --  Speculative Grade Liquidity Rating, Withdrawn, previously
      rated SGL-2

Outlook action:

Ratings outlooks changed to negative from stable

RATINGS RATIONALE

The downgrade of Corel's corporate family rating reflects the
company's weak free cash flow generation and Moody's view that the
company's strategy of replacing declining revenue from its mature
products with acquisitions is unlikely to be sustained in the
long-term absent a meaningful infusion of capital.  The negative
outlook considers Corel's impending term loan maturities in May
2012 and the uncertain long term growth prospects for the
company's mature products.

The Caa1 rating reflects Corel's challenges in driving revenue and
EBITDA growth from a portfolio of mature products, the company's
small operating scale, and its modest market shares in key product
segments which are dominated by Microsoft Corporation (rated Aaa)
and Adobe Systems (rated Baa1).

The rating is supported by Corel's declining but still positive
free cash flow, low debt leverage (2.3x Total Debt-to-EBITDA,
Moody's adjusted), the company's diverse and well-known product
portfolio of desktop applications with a sizeable installed base
of customers globally, and its portfolio of patents.

Moody's could stabilize Corel's ratings outlook if the company
addresses its debt maturities and maintains ample liquidity in the
near to intermediate term. Corel's ratings could be raised if the
company demonstrates sustained organic growth in revenue and
EBITDA and its capital structure permits the financial flexibility
needed to pursue long term growth.

Conversely, Corel's ratings could be downgraded if the company
experiences sustained erosion in revenue or profitability or fails
to refinance its near term debt maturities in a timely manner such
that Moody's assessment of the probability of a default materially
increases.

Corel Corporation is a packaged software vendor that develops and
markets consumer software for the office productivity, graphics
and digital media markets. The company's well-known brands include
Word Perfect, WinZip, CorelDRAW, Paint Shop Pro and WinDVD.

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


COUNTY BANK: FDIC Says Risky Loans Cost $42MM, Led to Demise
------------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. sued the former officers of California-
based County Bank in federal court Friday, claiming they
authorized risky and ill-advised commercial real estate loans that
cost the bank more than $42 million and led to its 2009 failure.

County Bank's former CEO Thomas T. Hawker, chief operating officer
and president Edward J. Rocha, and vice presidents John J.
Incandela, Dave Kraechan and Edwin Jay Lee repeatedly disregarded
the bank's credit policies and approved loans to borrowers who
weren't creditworthy, Law360 relates.


DALLAS ROADSTER: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Dallas Roadster Ltd. filed with the Bankruptcy Court for the
Eastern District of Texas filed its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,850,000
  B. Personal Property             5,709,919
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,669,521
                                 -----------      -----------
        TOTAL                     $8,559,919       $5,299,521

            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.

No trustee has been appointed in these cases.


DALLAS ROADSTER: Seeks Extension of DIP Financing to Feb. 15
------------------------------------------------------------
Dallas Roadster Ltd. and IEDA Enterprise Inc. ask the Bankruptcy
Court for the Eastern District of Texas for entry of an order
authorizing a modification and extension for Debtor to draw funds
under the postpetition line of credit with Texas Capital Bank,
N.A.

Under the terms of the previous DIP Financing Order, the Debtors
are authorized to draw funds under the DIP Loan only through
Jan. 31, 2012, and all amounts advanced under the DIP Loan are due
and payable as of Jan. 31, 2012.

The Debtors and TCB have agreed to extend the period of time for
the Debtors to draw under the DIP Loan and the due date of amounts
advanced under the DIP Loan to Feb. 15, 2012.

As a result, the Debtors request that the Court approve the
following modifications to the DIP Financing Order:

    (a) The time period within which the Debtors may request
        advances under the DIP Loan is extended to Feb. 15, 2012.

    (b) The date upon which all amounts advanced under the DIP
        Loan, together with all accrued interest and expenses are
        due, is extended to Feb. 15, 2012.

    (c) All other terms and provisions of the DIP Financing Order
        and the loan documents executed in connection therewith
        will remain in full force and effect.

            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.

No trustee has been appointed in these cases.


DALLAS ROADSTER: Authorized to Employ DeMarco-Mitchell as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
authorized Dallas Roadster and IEDA Enterprises to employ as its
primary counsel:

         Michael S. Mitchell, Esq.
         Robert T. DeMarco, Esq.
         DEMARCO-MITCHELL, PLLC
         1255 W 15th Street, Suite 805
         Plano, Texas 75075
         Tel: (972) 578-1400
         Fax: (972) 346-6791

            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., 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.

No trustee has been appointed in these cases.


DDR CORP: Fitch Rates $250 Mil. Unsecured Term Loan at 'BB+'
------------------------------------------------------------
Fitch Ratings assigns a 'BB+' credit rating to the $250 million
unsecured term loan closed by DDR Corp. (NYSE: DDR).  The term
loan consists of a $200 million tranche that initially bears
interest at an annual rate of LIBOR plus 210 basis points (swapped
into a fixed rate of 3.64%) and matures on Jan. 31, 2019 and a $50
million tranche that initially bears interest at an annual rate of
LIBOR plus 170 basis points and matures on Jan. 31, 2017.
Proceeds from the term loan will be used to retire $184.1 million
of convertible notes maturing in March 2012, reduce the
outstanding balances under the company's revolving credit
facilities, and for general corporate purposes.

On Jan. 13, 2012, Fitch upgraded DDR's IDR to 'BB+'.  The upgrade
reflected sustained improvements in the company's operating
performance, driven by positive leasing trends across the retail
property portfolio.  Fitch anticipates that favorable fundamentals
coupled with redemptions of preferred shares will further increase
DDR's fixed charge coverage.  The company's largely prime
portfolio also exhibits a manageable lease expiration schedule and
a granular tenant roster.  In addition, DDR's recently announced
joint venture (JV) with Blackstone Real Estate Partners VII, a
real estate fund managed by The Blackstone Group L.P. (NYSE: BX;
Blackstone, Fitch IDR of 'A+' with a Stable Outlook), will broaden
DDR's JV platform and provide incremental earnings primarily from
a preferred equity investment in the venture.

DDR's liquidity position should continue to improve, in part from
the new unsecured term loan of at least $200 million that will be
used to repay near-term unsecured bonds.  The upgrade broadly
reflected management's focus on improving the company's credit
profile via improved liquidity through retained cash flow as well
as reduced development risk.

Offsetting these credit strengths, the 'BB+' rating takes into
account that the company's leverage is declining but remains
appropriate for the 'BB+' IDR.  DDR's unencumbered asset coverage
ratio also indicates contingent liquidity consistent with a 'BB+'
rating.

Fundamentals are solid. During the first three quarters of 2011,
overall leasing spreads including new leases and renewals
increased by 5.4%, 6.0%, and 7.3%, respectively.  DDR's same-store
net operating income (NOI) has outperformed peers and the retail
property markets in general due to good locations and tenant
demand. Fitch anticipates that demand will remain strong and drive
low-single-digit same-store NOI growth over the next 12-to-24
months.  DDR's fixed charge coverage ratio (recurring operating
EBITDA including recurring cash distributions from unconsolidated
entities less recurring capital expenditures and straight-line
rent adjustments divided by interest incurred and preferred
dividends) was 1.8 times (x) in third quarter 2011 (3Q'11) and
1.7x for the trailing 12 months ended Sept. 30, 2011, compared
with 1.6x in 2010 and 1.7x in 2009.

Pro forma for the Blackstone JV and new unsecured term loan, fixed
charge coverage would remain at 1.8x and Fitch anticipates that
coverage will approach 2.0x, which is solid for a 'BB+' rating.
In a downside case not expected by Fitch in which same-store NOI
declines are consistent with DDR's performance in 2009, fixed
charge coverage could approach 1.5x, which would be weak for a
'BB' rating.

Pro forma for the Blackstone JV, 88.7% of the NOI from DDR's
portfolio will be derived from prime properties.  These properties
are largely in market-dominant locations within areas that have
strong household income profiles and population density.  Across
the entire portfolio, DDR has a manageable lease expiration
schedule as of Sept. 30, 2011 with 12.8% of leases expiring in
2012 and 12.1% expiring in 2013.  In addition, the company's top
five tenants contribute modestly toward revenues and include Wal-
Mart (IDR of 'AA' with a Stable Outlook) at 3.2%, TJ
Maxx/Marshalls/Homegoods at 2.1%, PetSmart at 1.9%, Publix at 1.9%
and Kohl's at 1.8% (IDR of 'BBB+' with a Stable Outlook).

Fitch has a positive view of DDR's growing JV platform, as it
provides supplementary revenue via common and preferred equity
returns along with fee income.  DDR will raise common equity
through a 19 million share forward-equity offering and use the net
proceeds to purchase a 5% common equity stake and $150 million
preferred equity stake with a 10% return in the Blackstone JV.
The JV will own the EDT Retail Portfolio comprised of prime power
centers underwritten at a 7.4% capitalization rate and DDR will
continue to provide property management and leasing services for
the properties.

DDR has an improving liquidity profile. As of Sept. 30, 2011, base
case liquidity coverage calculated as sources of liquidity
(unrestricted cash, availability under the company's revolving
credit facility and projected retained cash flows from operating
activities) divided by uses of liquidity (pro rata debt maturities
and projected recurring capital expenditures) was 0.8x for Oct. 1,
2011 to Dec. 31, 2013.

Pro forma for the equity offering used to fund DDR's investment in
the Blackstone JV, a new unsecured term loan used to address a
March 2012 convertible debt maturity and pay down borrowings under
the revolving credit facility, and a recent increase in the
company's common stock dividend, liquidity coverage would remain
at approximately 0.8x.  Assuming a 90% refinance rate on upcoming
secured debt maturities, liquidity coverage would be solid at 2.3x
from Oct. 1, 2011 to Dec. 31, 2013.

DDR has a staggered debt maturity schedule. As of Sept. 30, 2011
and pro forma for a new unsecured term loan, 12.6%, 9.7% and 8.6%
of pro rata debt matures in 2012, 2013 and 2014, respectively.

Leverage remains consistent with a 'BB+' rating. Net debt to 3Q'11
annualized recurring operating EBITDA including recurring cash
distributions from unconsolidated entities was 8.3x compared with
8.6x at Dec. 31, 2010 and 10.0x at Dec. 31, 2009. Retained cash
flow used to repay debt has lowered leverage.  Fitch anticipates
that the equity offering will reduce leverage to 8.1x and that
improving fundamentals will push leverage below 8.0x over the next
12-24 months.  In a downside case not expected by Fitch in which
same-store NOI declines are consistent with DDR's performance in
2009, leverage could increase to approximately 8.5x, which would
be appropriate for a 'BB' rating.

DDR has good access to capital but contingent liquidity that is
appropriate for the 'BB+' IDR. Unencumbered assets (unencumbered
NOI for the trailing 12 months ended Sept. 30, 2011 divided by a
stressed capitalization rate of 8%) to unsecured debt was 1.5x.
However, retained cash flow as well as new unsecured debt used to
repay secured debt should result in improving unencumbered asset
coverage.  In addition, the covenants under the company's credit
agreements do not restrict financial flexibility.

The two-notch differential between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'.  Based on Fitch Research on '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 reflects Fitch's view that fixed charge
coverage will approach 2.0x, leverage will decline slightly below
8.0x and that base case liquidity coverage will continue to
improve primarily through new secured and unsecured debt
refinancings while DDR maintains good borrowing capacity under its
revolving credit facility.

DDR is a real estate investment trust (REIT) based in Cleveland,
Ohio in the business of acquiring, developing, redeveloping,
leasing, and managing shopping centers and other retail
properties.  As of Sept. 30, 2011, the company had $9.1 billion in
gross book assets, a common equity market capitalization of $3
billion, and a total market capitalization of $7.7 billion.  As of
Sept. 30, 2011, DDR had an economic interest in 450 shopping
centers and operated an additional 88 shopping centers.

Fitch assigns the following rating:

  -- $250 million unsecured term loan 'BB+'.

Fitch rates DDR as follows:

  -- Issuer Default Rating (IDR) 'BB+';
  -- $815 million unsecured revolving credit facilities 'BB+';
  -- $1.7 billion senior unsecured notes 'BB+';
  -- $489.3 million senior unsecured convertible notes 'BB+';
  -- $375 million preferred stock 'BB-'.

The Outlook is Stable.


DIPPIN' DOTS: Court Approves Blythe White as Accountant
-------------------------------------------------------
The U.S. Bankruptcy Court has approved Dippin' Dots Inc.'s
application to employ Lars C. Blythe of Blythe, White & Associates
as accountant for the estate.

The accountant can be reached at:

          Lars C. Blythe
          BLYTHE, WHITE & ASSOCIATES
          2660 W Park Drive
          Paducah, KY 42001-9465
          Tel: (270) 415-9945
          Fax: (270) 415-9946
          E-mail: lars@blythewhite.com

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W.D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


DIPPIN' DOTS: Court Sets March 5 as General Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court has approved the motion of Dippin' Dots
Inc. to set last day for all non-governmental entities to file
proofs of claim on or before on March 5, 2012.  All governmental
entities may file a proof of claim on or before April 19, 2012.

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


DIPPIN' DOTS: Hires Stockwell & Smedley as Special Counsel
----------------------------------------------------------
Dippin' Dots Inc. asks permission from the Bankruptcy Court to
employ Todd E. Stockwell, Esq., of Stockwell & Smedley, Attorney
at Law, as special counsel to assist in the patent application
process.

Mr. Stockwell, founding partner of Stockwell & Smedley, attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.



DHILLON PROPERTIES: Has Plan That Offers Full Payment in 5 Years
----------------------------------------------------------------
Dhillon Properties, LLC, filed on Jan. 12, 2012, a Second Amended
Disclosure Statement in connection with the solicitation of
acceptances of its First Amended Plan of Reorganization, filed on
Dec. 17, 2010.

Pursuant to the Plan, the Debtor will continue the operation of
the Holiday Inn Express post-confirmation.  The income generated
therefrom will be used to fund the Plan.  The Debtor will sell or
refinance the Property between 48 months and 63 months following
the Effective date.  The proceeds from such sale or refinance will
be used to fund the Plan.

Dhillon Holdings, Inc., the sole member of the Debtor, or an
affiliate company, will contribute funds as are necessry to
implement the Plan, specifically any sums necessary to cure
executory contracts.

The Debtor has scheduled against it secured claims totaling
$11.68 million: (1) $11.56 million to Wells Fargo Bank and (2)
$124,803 to City of Elko.  The Debtor has scheduled against it
unsecured claims totaling $311,055.

The Plan designates 5 classes of claims: Secured Claims of Wells
Fargo Bank (Class 1), Secured Claim of City of Elko (Class 2),
Secured Claim of Elko Gold Mine, LLC (Class 3), Unsecured Claims
(Class 4), and Membership Interest (Class 5).

Administrative Expenses, which are unclassified under the Plan,
will be paid in full on or before the Effective Date.

The amount of the Wells Fargo Secured Claim (Class 1) will be the
sum of $6,706,136.  Commencing on the 15th day of the next month
following the Confirmation Date, the Debtor will distribute to
Wells Fargo a sum equal to the normal amortized monthly payment
based on the Wells Fargo Interest Rate (5.25% p.a.) and a 30-year
amortized mortgage term.  The balance owed on the Wells Fargo
Secured Claim, together with any and all accrued interest, fees
and costs due, will be paid on or before May 11, 2017.

Wells Fargo will have a deficiency claims against the Debtor in
the amount of $4,854,672.  In the event of a default by the Debtor
under the Plan, and in the event Debtor fails to cure such default
within 15 days after notice, there will a Default under the Plan,
and Wells Fargo will be entitled to enforce all of the terms of
the Wells Fargo Deed of Trust and the Wells Fargo Note, in
addition to all rights available under Nevada law, including,
without limitation, foreclosure upon the Property and the
opportunity to credit bid the entire amount of the Wells Fargo
Note at any foreclosure sale.

The Secured Claim of the City of Elko (Class 2) and the Secured
Claim of Elko Gold Mine, LLC (Class 3) will be paid by equal
monthly payments over a period of 60 months.

Allowed Unsecured Claims (Class 4) will receive quarterly pro rata
disbursements of $3,000 over a period of 5 years.  To the extent
that the Debtor is unable to make payment, Dhillon Holdings, Inc.,
the sole member of the Debtor, or an affiliate company, will
contribute to the Debtor sufficient funds to make the payment.

Holders of membership interests will receive no distribution until
all claims are paid in full.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/dhillonproperties.doc217.pdf

                  About Dhillon Properties LLC

Elko, Nevada-based Dhillon Properties, LLC, owns the Holiday Inn
Express located at 3019 Idaho Street, in Elko, Nevada.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 09-54640) on Dec. 31, 2009.  In its schedules, the Company
disclosed assets of $13,217,541, and total debts of $9,260,886.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev.; and AJ Kung, Esq., and Brandy Brown, Esq., at Kung &
Associates, in Las Vegas, Nev., represent the Debtor as counsel.


DURRANT GROUP: Files for Bankruptcy to Sell Assets
--------------------------------------------------
DesMoinesRegister.com reports that Durrant Group filed on Jan. 26,
2012, a Chapter 11 reorganization bankruptcy in Cedar Rapids,
Iowa, as part of an effort to sell the struggling company.

According to the report, Cedar Rapids bankruptcy attorney Joe
Peiffer, Esq., said that the company hopes to emerge from
bankruptcy court in about 60 days under new ownership.  "We are
currently in negotiations with several leading architectural and
engineering firms to purchase the entire company," the report
quotes Mr. Peiffer as saying.  Durrant has offices in Denver,
Phoenix, San Diego and Fresno, California, along with Dubuque and
Des Moines.

The report notes Mr. Peiffer said Durrant is suffering from "an
accumulation of problems" that go back to before 2008.

The report relates that Durrant's bankruptcy petition does not
list specific amounts, but the company's debts and assets are each
listed as somewhere between $1 million and $10 million with
between 1,000 and 5,000 creditors.

The report says the initial creditors meeting is set for 10 a.m.,
Feb. 28, 2012, at the Holiday Inn in Dubuque.

Durrant Group is one of Iowa's largest architectural/engineering
firms.  The Company's lawyer may be reached at:

         Joseph A. Peiffer, Esq.
         DAY RETTIG PEIFFER, P.C.
         Suite 415 150 1st Ave. N.E.
         Cedar Rapids, IA 52401
         Tel: joep@drpjlaw.com


DYNEGY INC: Debtors Win Nod to Continue Energy Marketing & Sale
---------------------------------------------------------------
On a final basis, the Bankruptcy Court authorized Dynegy Holdings
LLC and its affiliates to continue operating, in the ordinary
course of business, under the terms of the Energy Management
Agreements with Dynegy Power Marketing, LLC, including with
respect to the marketing and sale of energy products.
Notwithstanding any provision in the Bankruptcy Code or Federal
Rules of Bankruptcy Procedure to the contrary, the Debtors are not
subject to any stay in the implementation, enforcement, or
realization of the relief granted in the Final Order.

The Debtors have previously filed a motion seeking to immediately
reject the leases of the Roseton and Danskammer facilities, with
the rejection to be effective as of November 7, 2011.  The
Debtors also intend to take all steps necessary to transition
operation of the Leased Facilities to the Owner Lessors, as soon
as practicable in accordance with all applicable Federal and New
York regulatory requirements.

According to Sophia P. Mullen, Esq., Sidley Austin LLP, in New
York, applicable regulatory requirements prevent the Debtors from
simply "handing over the keys" to the Owner Lessors immediately
upon entry of an order authorizing the rejection until the Owner
Lessors are authorized to take operational control of the Leased
Facilities.  The Debtors anticipate that it may take some period
of time to obtain the necessary regulatory approvals to
transition operational control of the Leased Facilities to the
Owner Lessors.  The Debtors say they are pursuing all available
alternatives to expedite the approval process.  During this
transition period, the Debtors intend to operate the Leased
Facilities in accordance with prudent operating standards and as
necessary to comply with all applicable federal and state
regulatory requirements until the Owner Lessors are able to
accept operational responsibility for the Leased Facilities, Ms.
Mullen says.

Ms. Mullen relates that Danskammer and Roseton are exempt
wholesale energy generators that lease and operate power
generating Facilities located in New York.  The Facilities are
located within the New York Independent System Operator, Inc.
balancing authority area.  NYISO is a non-profit corporation
regulated by the Federal Energy Regulatory Commission that is
responsible for the reliable operation of New York's nearly
11,000 miles of high-voltage transmission and the dispatch of
over 500 electric power generators.

Because Danskammer and Roseton are not currently authorized NYISO
market participants/customers, they cannot sell electric energy
directly into the markets facilitated by the NYISO, Ms. Mullen
tells the Court.  In order to sell the energy they produce into
the NYISO Markets, Danskammer and Roseton each have entered into
an Energy Management Agreement with a non-debtor affiliate,
Dynegy Power Marketing, LLC, dated August 4, 2011.  DPM is an
energy marketer that is a registered NYISO customer and market
participant and is authorized to sell energy, capacity and
certain ancillary services related to energy sales in the New
York region at market-based rates.  Pursuant to the EMAs, DPM
provides energy management and marketing services to Danskammer
and Roseton by, among other things, selling the energy generated
by the Facilities and scheduling the sales.  In addition to sales
and marketing, DPM has also historically performed certain
trading and hedging activities on behalf of Danskammer and
Roseton.

After DPM completes a sale, it collects the revenues generated by
the sale and remits those amounts to DNE's gross margin account.
DPM receives a fee of $100,000 per month from each of Danskammer
and Roseton for the services provided by DPM under the EMAs.

As of the Petition Date, the Debtors do not believe that there
are any amounts owing to DPM under the EMAs.

Although the Debtors believe that continuing to operate under the
EMAs is in the ordinary course of their businesses, given the
critical importance of the EMAs and the need to comply with NYISO
rules and requirements, the Debtors are filing the Motion out of
an abundance of caution to ensure continuity in their business
practices and continued compliance with applicable regulatory
requirements, Ms. Mullen tells the Court.  In addition, the
Debtors believe the relief requested may help avoid any
misunderstanding between DPM and NYISO based on DPM's non-debtor
status and its role marketing and selling the Energy Products.
The relief sought in this Motion is thus critical and will help
enable the Debtors to stabilize their business operations and
reassure market participants transacting with DPM that DPM has
the requisite authority to transact on behalf of the Debtors, and
continues to comply with applicable regulatory requirements, Ms.
Mullen asserts.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Debtors Have Ok for Epiq as Claims Agent
----------------------------------------------------
Dynegy Holdings, LLC, and its debtor affiliates sought and
obtained bankruptcy court authority to employ Epiq Bankruptcy
Solutions LLC as claims and noticing agent nunc pro tunc to the
Petition Date.

Epiq will provide, among other things, these administrative
services:

  a. notifying all potential creditors of the filing of the
     bankruptcy petitions and of the setting of the first
     meeting of creditors, pursuant to Section 341(a) of the
     Bankruptcy Code, under the proper provisions of the
     Bankruptcy Code and the Bankruptcy Rules as determined by
     Debtors' counsel;

  b. preparing and serving required notices in the Chapter 11
     cases, including:

     i. a notice of the commencement of the Chapter 11 cases
        and the initial meeting of creditors under Section
        341(a) of the Bankruptcy Code;

    ii. notices of objections to claims (if necessary);

   iii. notices of any hearings on a disclosure statement and
        confirmation of a plan or plans of reorganization; and

    iv. other miscellaneous notices and other pleadings as the
        Debtors or Court may deem necessary or appropriate for
        an orderly administration of these Chapter 11 cases;

  c. maintaining an official copy of the Debtor(s)' schedules of
     assets and liabilities and statement of financial affairs,
     listing the Debtors' known creditors and the amounts owed
     thereto;

  d. processing all proofs of claim/interests submitted;

  e. creating and maintaining an electronic database for
     creditor/party-in-interest information provided by the
     debtor and creditor/party in interest; and

  f. creating and maintaining a publicly-accessible case
     administration website containing information about the
     Debtors' Chapter 11 cases, including, but not limited to,
     the Bankruptcy Court's docket and important documents g.
     Maintaining copies of all proofs of claim and proofs of
     interest filed.

The Debtors propose that the cost of Epiq's services be paid from
the Debtors' estates.  The Debtors will pay Epiq a retainer
amounting $25,000, which will be applied in satisfaction of fees,
costs and expenses incurred.  To the extent the Debtors seek
relief under the Bankruptcy Code, any unapplied portion of the
Retainer as of the Petition Date will be applied immediately
against postpetition date invoices until exhausted.

A schedule of Epiq's pricing is available for free at:

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

Bradley J. Tuttle, vice president and senior managing consultant
of Epiq Bankruptcy Solutions, LLC, assures the Court that it is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Debtors Win OK for Sidley Austin as Counsel
-------------------------------------------------------
Dynegy Holdings LLC and its debtor-affiliates sought and obtained
approval from the bankruptcy Court to employ Sidley Austin LLP as
general reorganization and bankruptcy counsel, nunc pro tunc to
the Petition Date.

The Debtors tell the Court that in the weeks leading up to the
Petition Date, Sidley Austin has advised them on restructuring and
insolvency issues, including factors pertinent to the commencement
of the cases, as well as on general corporate, finance, real
estate, labor and employment, and regulatory matters.  In so
doing, Sidley Austin has become intimately familiar with the
Debtors and their affairs.

The Debtors anticipate that Sidley Austin will perform these legal
services, among others:

  (a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses;

  (b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      litigation in which the Debtors are involved, and
      objecting to claims filed against the Debtors' estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiate with representatives of
      creditors and other parties in interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

  (e) advise and assist the Debtors regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting a plan of reorganization and
      accompanying disclosure statement, securing the approval
      of a disclosure statement, soliciting votes in support of
      plan confirmation, and securing confirmation of the plan;

  (f) perform any and all other legal services for the Debtors
      in connection with these chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

  (g) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance, and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their limited liability company
      agreements, material contracts, and matters involving the
      fiduciary duties of the Debtors and their officers,
      directors, and managers;

  (h) provide legal advice and legal services with respect to
      litigation, tax, and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      Debtors; and

  (i) render other services as may be in the best interests of
      the Debtors in connection with any of the foregoing and
      all other necessary or appropriate legal services in
      connection with the Chapter 11 cases, as agreed upon by
      Sidley and the Debtors.

The Debtors will pay Sidley Austin on an hourly basis in
accordance with its ordinary and customary rates in effect on the
date the services are rendered.  They will also reimburse Sidley
Austin's necessary out-of-pocket expenses.

The hourly rates of Sidley Austin's bankruptcy and other
professionals and paraprofessionals expected to render services
to the Debtors in the Chapter 11 cases range from $150 to $975
per hour.

On Sept. 27, 2011, Sidley received an advance payment retainer
amounting $375,000.  The Advance Payment Retainer was supplemented
by additional advance payments amounting $375,000 on each of Oct.
7, Oct. 18, Oct. 25, Nov. 1, and Nov. 4, 2011.  The Advance
Payment Retainer was allocated prior to the Petition Date to time
spent and expenses incurred prior to the Petition Date, including
both to the time and expenses that were recorded prior to the
Petition Date and those which were recorded after the Petition
Date.

To the extent that the time spent and expenses incurred prior to
the Petition Date turn out to be less than the Advance Payment
Retainer allocated prior to the Petition Date, any remaining
amount will be used to satisfy any initial postpetition fees and
expenses incurred by Sidley Austin, the Debtors note.

During the one year period before the Petition Date, the funds
received from the Debtors by Sidley Austin for services rendered
or to be rendered in contemplation or in connection with the
Chapter 11 cases did not exceed $2,250,000.

Paul S. Caruso, Esq., a member of Sidley Austin, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


EAGLE POINT: Files for Chapter 11 in Oregon
-------------------------------------------
Eagle Point Developments, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 12-60353) on Feb. 1, 2012.  The
Debtor, a Single Asset Real Estate in 11 U.S.C. Sec. 101 (51B),
estimated $10 million to $50 million in assets and up to $10
million in liabilities.  U.S. Bank N.A. has a claim of $8.9
million, of which $8.2 million is secured by the Debtor's
property.  According to the docket, the Debtor's exclusive period
to propose a Chapter 11 plan expires on May 31, 2012.


EASTMAN KODAK: U.S. Trustee Appoints 7-Member Creditors' Committee
------------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed on Jan.
26, 2012, seven members to the official committee of unsecured
creditors in the Chapter 11 cases of Eastman Kodak Company and its
debtor affiliates:

    1. Pension Benefit Guaranty Corporation
       1200 K Street, N.W.
       Washington, DC 20005-4026
       Tel: (202) 326-4070 ext 3810
       Fax: (202) 380-2074
       Attn: Dana Cann

    2. KPP Trustees Limited
       c/o Secretary to the Trustees of the Kodak Pension Plan
       Aon Hewitt, Abbey View, St. Albans
       AL1 2QU United Kingdom
       Tel: 44 1727 88 82 00
       Attn: Ben Harris

    3. U.S. Bank National Association
       60 Livingston Avenue
       St. Paul, MN 55107
       Tel: (651) 495-3959
       Fax: (651) 495-8100
       Attn: Timothy Sandell

    4. Sony Pictures Entertainment Inc.
       10202 West Washington Blvd
       Culver City, CA 90232
       Tel: (310) 244-6890
       Fax: (310) 244-2169
       Attn: John Fukunaga

    5. Strategic Procurement Group
       PO Box 1107
       36 Harbor Park Drive
       Port Washington, NY 11050
       Tel: (516) 479-3723
       Fax: (516) 626-5141
       Attn: Donna Kay

    6. Walmart Stores, Inc.
       1301 SE 10th Street
       Bentonville, AR 72716-0185
       Tel: (479) 204-2574
       Fax: (888) 715-4184
       Attn: Christopher Nanos

    7. Primax Electronics Ltd.
       No 669, Ruey-Kuang Road
       Neihu 114, Taipei, Taiwan, 114 R.O.C.
       Tel: (886) 2-2798-1040
       Fax: (886) 2-2657-8955
       Attn: Simon Hwang

The Kodak Pension Plan of the United Kingdom, represented by KPP
Trustees Limited, is listed as the Debtors' largest unsecured
claims based on a Jan. 22 court filing.  The Pension Plan's claim
is based on pension guarantee.  The claim is "unliquidated" and
the claim amount is "undetermined."  According to a Jan. 25 report
from the Financial Times, Kodak's UK pension plan could pay a
central role in the bankruptcy cases and may yet end up with some
stake in any company that emerges.

The PBGC and U.S. Bank are not listed as the Debtors' largest
unsecured creditors.

In a Jan. 19 statement, the PBGC said it would "actively
participate" in Kodak's bankruptcy to protect pension plans.
Kodak sponsors two traditional pension plans that cover almost
63,000 people.  The plans are 86% funded, with about $4.9 billion
in assets to cover about $5.6 billion in benefits, the PBGC said.

Sony Studios, also listed as one of the Debtors' largest unsecured
creditors, hold a claim arising from a trade debt totaling
$16,666,667.

Primax holds an $11,585,196 trade debt claim against the Debtors.
Walmart, on the other hand, holds a $11,421,973 trade debt claim
against the Debtors.

A spokesperson for Kodak said it looked forward to working with
the committee, the FT reported.  "We are committed to working as
quickly and efficiently as possible with our stakeholders to
reorganise Kodak so that it can emerge from the Chapter 11 process
as a vibrant enterprise that will deliver profitable and
sustainable growth for its stakeholders," the spokesperson said.

According to FT, the organizational meeting took just three hours.
The report said the meeting shed "little" more light on the
process.  The only question reportedly asked during the meeting
was greeted with the response that the company and the U.S.
Trustee would not engage in a detailed Q&A, especially not on
valuations.

Ann McCorvey, Kodak's chief financial officer, represented the
company and gave a brief overview of its plan to focus on its most
promising businesses and "fairly resolve legacy liabilities," but
more detail is unlikely before a February 15 "omnibus hearing,"
the report added.

About 200 lawyers packed the room and organizers said they had
received many more ballots from would-be creditor advisors than
expected: the bankruptcy lawyers see many billable hours of work
ahead, FT related.

                        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 Deem Utilities Adequately Assured
------------------------------------------------------------
In the ordinary course of their businesses, Eastman Kodak Co. and
its affiliates incur utility expenses for water, electricity,
natural gas, telecommunication services, waste management and
other similar utility services.  Approximately 125 utility
providers, in the Rochester, New York, area alone, provide these
services through approximately 250 accounts.

On the average, the Debtors spend approximately $6 million each
month on utility costs.  As of January 9, 2012, the Debtors
estimate that approximately $3 million in utility costs may be
outstanding with respect to prepetition periods.

The Debtors seek authority from the Court to provide their Utility
Providers adequate assurance of payment within the meaning of
Section 366 of the Bankruptcy Code.  The Debtors propose to
deposit $3 million into a newly-created, segregated, interest-
bearing bank account.  The amount for the Adequate Assurance
Deposit will come from cash reserves, cash flow from operations
and from the $650 million DIP Loans.  The amount represents a sum
equal to the cost of two weeks' worth of the estimated aggregate
annual amount of utility services provided by all of the Utility
Providers.

The Debtors also ask the Court to prohibit the Utility Providers
from altering, refusing or discontinuing services on account of
prepetition amounts outstanding and on account of any perceived
inadequacy of the proposed adequate assurance.

If any Utility Provider believes additional adequate assurance is
required, it may ask for that additional assurance by serving a
request to the Debtors, their counsel, counsel to the agent for
the DIP Financing, and the U.S. Trustee.  The request must be made
in writing, state the location for which utility services are
provided, include a summary of the Debtors' payment history
relevant to the affected accounts, and provide a reason by the
Utility Provider believes the proposed adequate assurance is not
sufficient.

The Debtors and the Utility Provider are allowed a certain period
to negotiate to resolve the request.  The Debtors may or may not
grant the request.  If the Debtors decide that the request is not
reasonable, the Debtors will ask a hearing to determine the
adequacy of assurances of payment.  Pending resolution of the
dispute, the Debtors ask that the relevant Utility Provider be
restrained from discontinuing, altering or refusing service to the
Debtors on account of unpaid charges for prepetition services or
on account of any objections to the Proposed Adequate Assurance.

The Debtors reserve their right to modify or supplement their
initial list of Utility Providers.  The Utility Providers named in
the initial list include Rochester Gas and Electric Corp. for
power, UGI Energy Services Inc. for natural gas, the city of
Rochester and Monroe County Water Authority for water, Kaman
Industrial Technologies for information technology services, State
Fuel Co. for commercial fuel, Energetix for electricity and
natural gas, and Frontier Communications for telecommunications.

                        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 Protocol to Protect NOLs
------------------------------------------------
Eastman Kodak Co. and its affiliates ask the Court for authority
to establish procedures to protect the potential value of Eastman
Kodak Company's tax attributes.

The procedures would apply in respect of Kodak's common stock and
any options or similar interests to acquire the stock, and
procedures would impose restrictions and notification
requirements, to be effective immediately, Andrew G. Dietderich,
Esq., at Sullivan & Cromwell LLP, in New York, tells the Court.

                        Tax Attributes

The Debtors have recently incurred, and are currently incurring,
significant net operating losses or NOLs for U.S. federal income
tax purposes.  For tax periods through the 2010 tax year, the
Debtors have reported on their federal income tax returns, as
adjusted to account for certain settlements, (i) approximately
$1.1 billion of consolidated NOLs, and the Debtors estimate that
as of December 31, 2011, they have incurred additional NOLs of
approximately $800 million, (ii) approximately $592 million of
foreign tax credits or FTCs, and the Debtors estimate that as of
December 31, 2011, they have incurred additional FTCs of
approximately $64 million, and (iii) approximately $17 million of
Federal Research and Development Credits, and the Debtors estimate
that as of December 31, 2011, they have incurred additional R&D
Credits of approximately $1.5 million.  The Debtors also have
additional state, local and foreign tax attributes, and may have
net unrealized built-in tax losses, collectively, the Tax
Attributes.

Kodak expects to sell significant assets during the pendency of
the Chapter 11 cases, in which Kodak may recognize substantial
gain.  Mr. Dietderich asserts that the Tax Attributes would
contribute substantial value to the estate by offsetting those
gains.  He adds that the Tax Attributes may be valuable assets of
the bankruptcy estates because the U.S. Tax Code generally permits
corporations to carry forward their losses and tax credits to
offset future income.

Absent any intervening limitations, the Tax Attributes could
substantially reduce the Debtors' future U.S. federal income tax
liability in respect of the amounts, Mr. Dietderich explains.  He
contends that any reduction in the Debtors' tax liability would
enhance their cash position for the benefit of all parties-in-
interest.

              Computershare NOL Rights Agreement

Kodak has already taken steps to protect its Tax Attributes in the
ordinary course of its business.  On August 1, 2011, Kodak entered
into a Rights Agreement with Computershare Trust Company, N.A., as
Rights Agent, dated as of August 1, 2011, in an effort to deter
but not prevent acquisitions of Kodak's common stock to protect
its Tax Attributes.  Under the NOL Rights Agreement, each share of
Kodak common stock currently carries with it one purchase right.

In general terms, and subject to certain exceptions, if Kodak
publicly announces that a person or group became an "Acquiring
Person" by obtaining beneficial ownership of 4.9% or more of
Kodak's outstanding common stock, or if already the beneficial
owner of at least 4.9%, by acquiring additional shares, all
holders of Rights, except the Acquiring Person, will have a right
to purchase Kodak's common stock at 50% of its market value, thus,
diluting the person's holdings.  Alternatively, in that case and
subject to certain restrictions, Kodak may exchange each Right for
one share of common stock.  The Rights expire on
August 1, 2014.

By its terms, Mr. Dietderich says that the NOL Rights Agreement
only deters but does not prevent a person from acquiring
additional common stock.  Additionally, the NOL Rights Agreement
does not in all circumstances prevent an existing 5% shareholder
from selling its common stock, which also may contribute to the
50% ownership change threshold under Section 382 of the Tax Code.
He contends that the Proposed Order would better protect the Tax
Attributes by voiding ab initio any unauthorized transaction
preventing the transaction from contributing to the Section 382
ownership change, while, at the same time, protecting the rights
of the equityholders and securityholders by permitting them to
engage in transactions that do not jeopardize the Tax Attributes.

                     Trading Restrictions

To preserve the potential value of the Tax Attributes, the Debtors
propose these trading restrictions and notification requirements
applicable to an acquisition or disposition of Kodak Stock,
effective immediately:

  (1) Acquisition of Kodak Stock or Options.  At least 20
      calendar days prior to the proposed date of any transfer
      of equity securities, including options to acquire
      securities, that would result in an increase in the amount
      of Kodak Stock beneficially owned by any person or entity,
      who currently is or becomes a substantial equityholder or
      that would result in a person or Entity becoming a
      Substantial Equityholder, the person, Entity or
      Substantial Equityholder will file with the Court, and
      serve upon certain notice parties, a Notice of Intent to
      Purchase, Acquire or Otherwise Accumulate Kodak Stock,
      describing the proposed transaction in which Kodak Stock
      would be acquired.  At the holder's election, the Equity
      Acquisition Notice to be filed with the Court may be
      redacted to exclude the holder's taxpayer identification
      number and the number of shares of Kodak Stock that the
      holder beneficially owns and proposes to purchase or
      otherwise acquire;

  (2) Disposition of Kodak Stock or Options.  At least 20
      calendar days prior to the proposed date of any transfer
      of equity securities that would result in a decrease in
      the amount of Kodak Stock beneficially owned by a
      Substantial Equityholder or that would result in a person
      or Entity ceasing to be a Substantial Equityholder, that
      person, Entity or Substantial Equityholder will file with
      the Court, and serve upon the notice parties, a Notice of
      Intent to Sell, Trade or Otherwise Transfer Kodak Stock.
      At the holder's election, the Equity Disposition Notice to
      be filed with the Court may be redacted;

  (3) Objection Procedures.  The Debtors will have 15 calendar
      days after the filing of an Equity Trading Notice to file
      an objection to any proposed transfer of Kodak Stock
      described in the Equity Trading Notice on the grounds that
      the transfer may adversely affect the Debtors' ability to
      utilize the Tax Attributes as a result of an ownership
      change under Section 382 or Section 383 of the Tax Code.

      (a) If the Debtors file an Equity Objection by the Equity
          Objection Deadline, then the Proposed Equity
          Acquisition Transaction or the Proposed Equity
          Disposition Transaction will not be effective unless
          approved by a final and non-appealable order of the
          Court; or

      (b) If the Debtors do not file an Equity Objection by the
          Equity Objection Deadline, or if the Debtors provide
          written authorization to the Proposed Equity
          Transferor approving the Proposed Equity Acquisition
          Transaction or the Proposed Equity Disposition
          Transaction, as the case may be, prior to the Equity
          Objection Deadline, then the Proposed Equity
          Acquisition Transaction or the Proposed Equity
          Disposition Transaction may proceed solely as
          specifically described in the Equity Trading Notice.
          Any further Proposed Equity Transaction must be the
          subject of additional notices, with an additional 20
          calendar day waiting period;

  (4) Unauthorized Transactions in Kodak Stock or Options.
      Effective as of January 19, 2012, and until further order
      of the Court, any acquisition, disposition or other
      transfer of Kodak Stock, including Options to acquire
      Kodak Stock, in violation of the proposed procedures will
      be null and void ab initio as an act in violation of the
      automatic stay under Sections 362 and 105(a) of the
      Bankruptcy Code; and

  (5) Definitions.  For purposes of the Proposed Order,
      Substantial Equityholder is defined, among other terms, as
      any person or Entity that beneficially owns at least 4.5%
      of all outstanding shares of Kodak common stock or 4.5% of
      the outstanding shares of any class of Kodak securities
      convertible into Kodak common stock.

                     Trading Restrictions

To further preserve the potential value of the Debtors' Tax
Attributes in connection with a Chapter 11 plan, the Debtors
propose these trading restrictions and procedures applicable to
acquisitions of Debt Securities, effective immediately:

  (1) Notice of 382(l)(5) Plan; Amended Notice of 382(l)(5)
      Plan:

      (a) Notice of 382(l)(5) Plan.  Upon filing a Chapter 11
          plan and disclosure statement that contemplates the
          potential utilization of Section 382(l)(5) of the Tax
          Code, the Debtors may, if they determine that the
          application of Section 382(l)(5) is reasonably likely
          to be beneficial to the reorganized Debtors:

            (i) publish or arrange for publication of a notice
                and provide a written notice to the Debt Notice
                Parties, disclosing the filing of the 382(l)(5)
                Plan and the potential issuance of a Sell-Down
                Notice in connection therewith on the Web site
                established by the Debtors' claims agent,
                http://www.kccllc.com/kodak,and in the national
                editions of The Wall Street Journal and The New
                York Times;

           (ii) identify the classes of Debt Securities that are
                potentially subject to a Sell-Down Notice; and

          (iii) identify the applicable Threshold Amounts for
                status as a Substantial Securityholder;

      (b) Amended Notice of 382(l)(5) Plan.  The Debtors may
          determine subsequent to the date of the Notice of
          382(l)(5) Plan or an Amended Notice of 382(l)(5) Plan,
          to:

           (i) adjust the Threshold Amount; or

          (ii) identify additional classes of Debt Securities
               that are potentially subject to a Sell-Down
               Notice.  In that case, the Debtors will publish
               and provide notice of the additional amount
               and additional class of Debt Securities in the
               same manner as the Notice of 382(l)(5) Plan and
               the notice will be an "Amended Notice of
               382(l)(5) Plan"; and

      (c) Early Notice.  The Debtors reserve the right, in order
          to assist in determining their eligibility for Section
          382(l)(5), to request in a manner consistent with the
          publication of the Notice of 382(l)(5) Plan,
          information regarding the Beneficial Ownership of Debt
          Securities prior to the filing of the Notice of
          382(l)(5) Plan;

  (2) Notice of Substantial Securityholder Status.  Following a
      request for Beneficial Ownership information pursuant to a
      Notice of 382(l)(5) Plan, an Amended Notice of 382(l)(5)
      Plan or Early Notice, any person or Entity that as of the
      date the request is made is or becomes a Substantial
      Securityholder will serve upon the Notice Parties a notice
      of the status within 15 calendar days of the later of the
      Request Date and the date the person becomes a Substantial
      Securityholder;

  (3) Sell-Down Notices:

      (a) Sell-Down Notices.  Following the issuance of a Notice
          of 382(l)(5) Plan, but no earlier than 60 days prior
          to the then-scheduled hearing with respect to the
          382(l)(5) Plan, if the Debtors determine it to be
          reasonably necessary to require the sale or transfer
          of all or a portion of the Beneficial Ownership of
          Debt Securities held by a Substantial Securityholder
          on the basis that the sale or transfer is appropriate
          to reasonably ensure that the requirements of Section
          382(l)(5) will be satisfied, and either the Creditors'
          Committee or the Court similarly so determines, the
          Debtors may file a motion asking the Court for
          authority to issue a sell-down notice that the
          Substantial Securityholder must sell, cause to sell or
          otherwise transfer all or a portion of its Beneficial
          Ownership of Debt Securities in excess of the Maximum
          Amount for the Substantial Securityholder to Permitted
          Transferees;

      (b) Requirement to Sell Down.  Prior to the effective date
          of the 382(l)(5) Plan or the earlier date set forth in
          the Sell-Down Order, which will not be earlier than
          the day after the entry of the order confirming the
          382(l)(5) Plan as may be specified by the Debtors,
          each Substantial Securityholder will sell, cause to
          sell or otherwise transfer an amount of the Beneficial
          Ownership of Debt Securities necessary to comply with
          the Sell-Down Notice, provided that in the Proposed
          Order and for the avoidance of doubt, no Substantial
          Securityholder will be required to sell or transfer
          any Beneficial Ownership of Debt Securities if the
          sale would result in the holder having Beneficial
          Ownership of an aggregate amount of Debt Securities
          that is less than the holder's Protected Amount.  Each
          Substantial Securityholder will sell or transfer its
          Beneficial Ownership of Debt Securities subject to the
          Sell-Down to Permitted Transferees, provided that the
          Substantial Securityholder will not have a reasonable
          basis to believe that any Permitted Transferee would
          own, immediately after the contemplated transfer, an
          Excess Amount of Debt Securities;

      (c) Notice of Compliance.  A Substantial Securityholder
          subject to the Sell- Down will serve upon the Notice
          Parties that the Substantial Securityholder has
          complied with the terms and conditions set forth in
          the Sell-Down Notices and that the Substantial
          Securityholder does not and will not hold an Excess
          Amount of Debt Securities as of the Sell-Down Date and
          at all times through the effective date of the
          382(l)(5) Plan, provided that if the Substantial
          Securityholder has complied but for the fact that the
          Substantial Securityholder still holds an Excess
          Amount of Debt Securities as of the Sell-Down Date,
          the Notice of Compliance will disclose the Excess
          Amount;

  (4) Advance Approval of Acquisitions.  Any proposed transfer
      or acquisition of Debt Securities from and after the date
      of the Sell-Down Order will be subject to certain advance
      approval procedures, which provides that at least 20
      calendar days prior to the proposed date of any transfer
      of Debt Securities that would result in an increase in the
      dollar amount of Debt Securities Beneficially Owned by a
      Substantial Securityholder or any person or Entity
      becoming a Substantial Securityholder, the person, Entity,
      or Substantial Securityholder must serve upon the Notice
      Parties, a Notice of Request to Purchase, Acquire, or
      Otherwise Accumulate a Security, which describes
      specifically and in detail the intended acquisition of
      Debt Securities;

  (5) Equity Forfeiture Provision.  Any Substantial
      Securityholder that violates its obligations under the
      Sell-Down Notice will be precluded from receiving,
      directly or indirectly, any consideration consisting of a
      beneficial ownership of equity of the Debtors that is
      attributable to the Excess Amount of Debt Securities for
      that Substantial Securityholder as of the Sell-Down Date,
      provided that the forfeiture will only apply to any Excess
      Amount of Debt Securities still owned as of the Sell-Down
      Date.  In effecting any sale or other transfer of Debt
      Securities pursuant to a Sell-Down Notice, a Substantial
      Securityholder will notify the acquirer of the Debt
      Securities of the existence of the Proposed Order and the
      Equity Forfeiture Provision;

  (6) Miscellaneous.  To permit reliance by the Debtors on
      Section 1.382-9(d)(3) of the Treasury Regulation, any
      person or Entity that participates in formulating any
      Chapter 11 plan of or on behalf of the Debtors will not,
      and will not be asked to, disclose to the Debtors that any
      Debt Securities in which the person or Entity has a
      Beneficial Ownership are Newly Traded Securities.  Except
      to the extent necessary to demonstrate to the Court the
      need for the issuance of a Sell-Down Notice, other than
      information contained in the Notice of Substantial
      Securityholder Status that is public or in connection with
      an audit or other investigation by the Internal Revenue
      Service or other taxing authority, the Debtors and the
      Creditors' Committee will keep the notices and any
      additional information provided by a Substantial
      Securityholder strictly confidential and will not disclose
      the identity of the Substantial Securityholder to any
      other person or Entity.  No person or Entity, however,
      will be subject to the confidentiality provisions with
      respect to any transfer under Section 1.382-9(d)(5)(ii),
      provided that the transfer is not for a principal purpose
      of obtaining stock in the Reorganized Debtors or
      permitting the transferee to benefit from the losses of
      the Debtors; and

  (7) Noncompliance with the Trading Procedures.  Any purchase,
      sale, or other transfer of Debt Securities in violation of
      the proposed procedures will be null and void ab initio
      and will confer no rights on the transferee.

                         *     *     *

The Court granted the request on an interim basis.  Final hearing
on the request will be held on February 15, 2012.  Objections are
due on February 8.

                        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: Hearing on Vendors Claim Payments Adjourned
----------------------------------------------------------
The hearing on Eastman Kodak's request to pay claims asserted by
their critical vendors, previously scheduled for Jan. 26, 2012,
will be adjourned to a date and time to be determined.

Hilary Russ of BankruptcyLaw360 reported on Jan. 25 that the
pushback on the hearing and the ensuing delay are notable because
motions to pay critical vendors in large corporate bankruptcies
are often granted right away, in part because when key vendors
don't get paid they might threaten to halt delivery of important
goods and services that are important for the continued operation
of the Debtors' business operations.

The report related that Judge Gropper expressed his skepticism
about how truly "critical" the vendors identified by the Debtors
really ever are in the Chapter 11 cases.

                        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).


ENDEAVOR INT'L: Moody's Assigns 'Caa1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
(CFR) to Endeavour International Corporation (Endeavour) and a
Caa1 rating to its proposed offering of $500 million senior notes
due 2020. Moody's also assigned a SGL-2 Speculative Grade
Liquidity rating and a stable outlook. The proceeds of the
offering will be used to fund a planned acquisition and refinance
existing debt.

RATINGS RATIONALE

"Endeavour's Caa1 ratings reflect its high debt levels and limited
operating track record," said Pete Speer, Moody's Vice President.
"The pending acquisition of North Sea assets will significantly
increase the company's current production levels and oil exposure,
but with a large increase in debt."

Endeavour's Caa1 CFR incorporates its relatively small production
and proved reserve scale and the uncertainties regarding its
future performance given the inherent execution risks in such a
large and transformative acquisition. The company also has limited
operational control over its property base as it is primarily owns
non-operating working interests. Pro forma for the acquisition of
certain North Sea properties from ConocoPhillips, the company's
fourth quarter 2011 average daily production was around 12,750 boe
and its proved developed reserves were 19 million boe at December
31, 2011. The company's estimated December 31, 2011 pro forma
adjusted debt/average daily production of $66,000/boe and Debt/PD
reserves of $44/boe are well above B3-rated exploration and
production (E&P) company peer averages of approximately
$30,000/boe and $17/boe, respectively.

The acquired properties are substantially all oil, resulting in
Endeavour's pro forma production volume being over 70% oil. The
company has production and PD reserve growth visibility this year
from the Bacchus field, an Apache Corporation (A3 stable) operated
project in the United Kingdom North Sea, that is expected to begin
production this quarter and should add further oil production with
strong cash margins. This project and the company's Greater
Rochelle North Sea development scheduled for production in the
fourth quarter of 2012 could reduce Endeavour's leverage on
production and PD reserves, but this entails execution risk and
the possibility of delays and cost overruns.

The SGL-2 liquidity rating reflects Moody's expectation of good
liquidity over the course of 2012 because of Endeavour's sizable
cash balance. Pro forma for this senior notes offering and the
acquisition, Endeavour would have had approximately $140 million
of cash at September 30, 2011. The company also forecasts free
cash flow because of the acquired properties cash flow generation
in excess of capital reinvestment requirements. Endeavour does not
currently have a committed bank credit facility to provide
additional liquidity in the event of project delays, cost overruns
and/or production interruptions. Therefore, if the company does
not meet its forecasts, its liquidity could deteriorate. The
company currently plans to add up to a $100mm senior secured
borrowing base revolving credit facility following the closing of
the acquisition from ConocoPhillips.

The ratings could be upgraded if the company meets it forecasted
production growth while reducing its leverage on production and PD
reserves to under $40,000/boe and $25/boe, respectively.
Conversely, if the company doesn't meet its production forecasts
and the cash balance declines significantly, the outlook could be
changed to negative or the ratings downgraded.

The Caa1 senior notes rating reflects both the overall probability
of default of Endeavour, to which Moody's assigns a PDR of Caa1,
and a loss given default of LGD 4 (57%). The proposed $500 million
senior notes will be unsecured and have subsidiary guarantees only
from the domestic subsidiaries. Therefore the notes will be
structurally subordinated to all the liabilities of the foreign
subsidiaries, including trade payables. Endeavour's 5.5%
convertible bonds due 2020 and 12% senior subordinated notes due
2014 will remain outstanding and also have subsidiary guarantees
from the domestic subsidiaries. The subordinated notes are only
subordinated to secured debts. Therefore these debts will be pari
passu with the proposed senior notes.

The 11.5% convertible bonds due 2016 will remain outstanding and
were issued by a wholly-owned foreign subsidiary that owns no
material assets and are guaranteed on a senior unsecured basis by
Endeavour. These convertible bonds have no domestic subsidiary
guarantees and the equity of the foreign subsidiaries with the
material assets are owned by a domestic subsidiary guarantor,
therefore these convertible bonds are effectively subordinated to
Endeavour's proposed senior notes, 5.5% convertible bonds and
subordinated notes. Moody's has incorporated the company's planned
$100 million senior secured revolver for purposes of applying
Moody's Loss Given Default Methodology. The priority claim of the
planned secured credit facility is partially offset by the
effective subordination of the 11.5% convertible bonds, therefore
the notes have been rated the same as the CFR.

Endeavour International Corporation is a publicly traded
independent exploration and production company headquartered in
Houston, Texas.


ENER1 INC: Can Initially Draw Up To $13.5MM Under Bzinfin DIP Loan
------------------------------------------------------------------
On Jan, 27, 2012, the U.S. Bankruptcy Court for the Southern
District of New York authorized Ener1, Inc., on an interim basis
to enter into the Debtor-in-Possession Loan Agreement with Bzinfin
S.A., as lender and agent.  The Company and Bzinfin signed the DIP
Loan Agreement on Jan. 27, 2012.  The DIP Loan Agreement provides
for a revolving facility not to exceed $20 million, of which the
Bankruptcy Court authorized the Company to draw up to
$13.5 million of revolving advances prior to a final hearing.

The Company's ability to draw revolving advances under the DIP
Loan Agreement is subject to the satisfaction of certain
conditions, including that requests be made by the Company at
least three business days in advance of the business day on which
any advance is to be made, requests be necessary and in
conformance with the Company's budget contained in the DIP Loan
Agreement and no event of default (as defined in the DIP Loan
Agreement) will have occurred and be continuing.

A final hearing regarding the DIP Loan Agreement, including
authorization to draw the remaining $6.5 million thereunder, is
scheduled before the Bankruptcy Court on Feb, 16, 2012.

Borrowings under the DIP Loan Agreement bear interest at LIBOR
plus 7% per annum and mature 90 days after the Petition Date,
except that borrowings may be required to be repaid earlier in the
case of an event of default under the DIP Loan Agreement.  The
obligations of the Company as borrower under the DIP Loan
Agreement are secured by all of the present and future assets of
the Company, subject to certain exceptions, and are guaranteed by
the Company's subsidiaries EnerDel, Inc., EnerFuel, Inc. and
NanoEner, Inc.

The DIP Loan Agreement contains customary representations and
warranties, as well as affirmative and negative covenants and is
subject to customary events of default.  If an event of default
occurs, upon five (5) business days written notice to the Company,
Bzinfin may declare all remaining principal and accrued and unpaid
interest thereon due and payable.  Upon and after the occurrence
and during the existence of an event of default, Bzinfin is
required to file a motion with the Bankruptcy Court seeking relief
from the automatic stay to enforce any of its rights or remedies.
However, Bzinfin may not enforce any of its rights and remedies
upon the occurrence and during the existence of an event of
default unless it provides the GSAM Noteholders (as defined below)
an opportunity to become parties to the DIP Loan Agreement and to
participate with Bzinfin in making additional revolving advances
to the Company under the DIP Loan Agreement.  If the GSAM
Noteholders become parties to the DIP Loan Agreement and
participate with Bzinfin in making additional revolving advances
to the Company, then Bzinfin may not enforce its rights and
remedies upon the occurrence and during the existence of an event
of default under the DIP Loan Agreement until the earlier of the
Maturity Date or termination of the Restructuring, Lockup and Plan
Support Agreement dated Jan. 26, 2012, among the Company, Bzinfin,
the GSAM Noteholders and the other parties signatory thereto.  If
the GSAM Noteholders either do not become parties to the DIP Loan
Agreement or after having done so do not participate with Bzinfin
in making additional revolving advances to the Company then
Bzinfin may enforce its rights and remedies upon the earlier
occurrence of either event.

A portion of the borrowings under the DIP Loan Agreement will be
used to repay the $6.5 million of outstanding principal amount of
the loan and accrued and unpaid interest thereon, as well as fees
and expenses under the Loan Agreement (the "Bridge Loan
Agreement"), dated as of Nov. 16, 2011, as amended, among the
Company, as borrower, Bzinfin, as agent, and certain investment
funds managed by Goldman Sachs Asset Management, L.P. (the "GSAM
Noteholders") and Bzinfin, as lenders.  No early termination
penalties will be incurred by the Company in connection with the
repayment of the Bridge Loan Agreement.  The Company may also use
borrowings under the DIP Loan Agreement to pay costs, expenses and
all other payment amounts incurred in connection with the DIP Loan
Agreement; for general working capital and operational expenses;
and to fund loans to the Company's EnerDel subsidiary.

The above description of the DIP Loan Agreement is not complete
and is qualified in its entirety by the full text of the DIP Loan
Agreement, a copy of which is available for free at:

http://is.gd/h7pIDB

In addition to being a lender under the Bridge Loan Agreement,
Bzinfin is an affiliate of the Company by virtue of being the
beneficial owner, directly and indirectly through its wholly-owned
subsidiary, Ener1 Group, Inc., of approximately 41% of the
Company's outstanding common stock as of Sept. 14, 2011 (without
giving effect to the exercise or conversion of the Company common
stock-based derivative securities owned by Bzinfin and Ener1
Group, Inc.).  Bzinfin is controlled by Boris Zingarevich, who is
a director of the Company.  Bzinfin is also the lender under a
Line of Credit Agreement with the Company, under which
$11.4 million in aggregate principal amount and accrued and unpaid
interest was outstanding as of Sept. 12, 2011.

The GSAM Noteholders are holders of $42.6 million of the aggregate
principal amount of the Company's outstanding 8.25% senior
unsecured notes (which are convertible into shares of the Company
common stock) and warrants to purchase shares of the Company's
common stock.  As of Jan. 25, 2012, the GSAM Noteholders no longer
held any shares of the Company's outstanding common stock.

Supply Agreement

On Jan. 24, 2012, EnerDel, a subsidiary of the Company, entered
into a Supply Agreement with EnerZ LLC, a company beneficially
owned by Boris Zingarevich.  Under the Supply Agreement, EnerZ
will purchase certain batteries and related components for use in
a grid energy storage system.  Pursuant to the Supply Agreement,
upon EnerDel reaching certain milestones in the production and
installation of its products according to a mutually agreed-upon
schedule of work, EnerZ will pay to EnerDel a total of
$4.2 million.

The above description of the Supply Agreement is not complete and
is qualified in its entirety by the full text of the Supply
Agreement, a copy of which is available for free at:

http://is.gd/xriJKo

                           About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by
Delphi, develops Li-ion batteries, battery packs and components
such as Li-ion battery electrodes and lithium electronic
controllers for lithium battery packs; EnerFuel develops fuel cell
products and services; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of this amount, a new
debtor-in-possession credit facility of up to $20 million will be
available to support working capital needs during the
restructuring.  The balance, for a total of up to $81 million,
will be available over the four years following Court approval of
the restructuring plan and subject to the satisfaction of certain
terms and conditions.

The claims of Ener1's general unsecured creditors will be
unimpaired and paid by the Company under the restructuring plan.
All of the Company's existing common stock will be cancelled, the
long-term debt holders will be receiving a combination of cash, a
new term loan and new common stock in exchange for their claims,
and new preferred stock will be issued to the provider of the
post-petition and exit funding.  Suppliers to the Company will be
paid under normal terms for goods and services provided after the
Chapter 11 filing date.  Payments for goods and services provided
directly to the Company prior to the filing date have been
previously settled or will be paid pursuant to the restructuring
plan when it is approved by the Court.

Of the $81 million, $50 million will be provided periodically by
Bzinfin S.A. over a period of 24 months following the effective
date of the plan.  Bzinfin and other parties will invest their pro
rata share of up to $31 million through the purchase of preferred
stock from time to time through 2013 to 2015.

Ener1 expects to complete the restructuring process in about 45
days.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


ENERGY FUTURE: Offering $400 Million of Senior Secured Notes
------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., intend to commence a private offering of $400 million
principal amount of Senior Secured Second Lien Notes due 2022.
The Issuers intend to use the net proceeds from the offering to
pay a dividend to EFH Corp., which will use the proceeds of the
dividend to repay a portion of the demand notes payable by EFH
Corp. to its wholly-owned subsidiary Texas Competitive Electric
Holdings Company LLC that have arisen from cash loaned by TCEH to
EFH Corp.

                        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.


ENERGY FUTURE: Moody's Assigns 'Caa3' Rating to $400MM Sr. Notes
----------------------------------------------------------------
Moody's Investor Service assigned a Caa3 rating to Energy Future
Intermediate Holding Company's (EFIH) new $400 million senior
secured second lien notes due 2022. Although this is the second
series of second lien notes to be issued by EFIH, Moody's did not
rate the first series, issued in April 2011.

With this new rating, Moody's affirmed these ratings with an
updated Loss Given Default analysis for Energy Future Holdings
Corp. (EFH), Energy Future Competitive Holdings (EFCH), Texas
Electric Competitive Holdings Company LLC (TCEH), and Oncor
Electric Delivery Company LLC (Oncor).

Ratings affirmed include EFH's:

Caa2 Corporate family Rating

Caa3 Probability of Default Rating

Caa3 senior secured notes (LGD4, 62%)

Ca senior unsecured guaranteed (LBO) notes (LGD5, 81%)

Ca senior secured (legacy) notes (LGD5, 85%)

SGL-4 Speculative Grade Liquidity Rating

Texas Competitive Electric Holdings:

B2 senior secured first lien credit facility, senior secure notes,
and term loans (LGD2, 15%)

Caa3 senior secured second lien (LGD3, 43%)

Caa3 senior unsecured guaranteed (LBO) notes (LGD4, 62%)

Ca senior unsecured (legacy) PCRB notes (LGD4, 62%)

Energy Future Intermediate Holding Company LLC:

Caa3 senior secured notes (LGD4, 62%)

Oncor Electric Delivery Company:

Baa1 senior secured

Ratings assigned:

Energy Future Intermediate Holding Company LLC:

Caa3 senior secured second lien notes due 2022 (LDG4, 62%)

RATINGS RATIONALE

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in Moody's opinion, untenable which calls into
question the sustainability of the business model and expected
duration of the liquidity reserves.

The ratings for EFH, its subsidiaries and individual debt
instruments are derived from the Caa2 CFR, with the exception of
Oncor due to its ring fence type provisions. Individual instrument
rating affirmations and Loss Given Default (LGD) assessments are
included at the end of this press release.

The ratings for EFH, TCEH, EFCH and EFIH's individual securities
were determined using Moody's Loss Given Default (LGD)
methodology. Based on EFH's Caa2 CFR and Caa3 PDR, and based
strictly on the priority of claims within those entities, the LGD
model would suggest a rating of Ca for EFH's and EFIH's senior
secured debt securities. EFIH's Caa3 first and second lien ratings
reflect the fact that the holders of these securities also benefit
from their security interests of Oncor Holdings equity in Oncor.

EFIH's SENIOR SECURED SECOND LIEN NOTES DUE 2022

EFIH's senior secured second lien notes due 2022 are assigned a
Caa3 (LGD4, 62%) rating, which is the same as EFIH's senior
secured first lien notes due 2019 and 2020. This is primarily
attributed to EFIH's greater exposure to TCEH as compared to Oncor
and the value of EFIH's equity interest in Oncor Electric Delivery
Holdings Company LLC (Oncor Holdings) which is being pledged as
security for both the first lien and second lien notes.

We see a strong correlation between the default probability of
EFH, EFIH and TCEH. As a result, the primary rating drivers for
EFIH are heavily influenced by TCEH. Moody's sees TCEH's cash
flows declining over the next 12 -- 18 months, in part due to a
sustained period of low natural gas and power prices and in part
due to higher operating costs and investment requirements
associated with more stringent environmental compliance mandates.

EFIH currently owns approximately $4.5 billion of EFH and TCEH
debt securities, comprising roughly one-third of its balance
sheet. Although the vast majority of these securities have been
retired for tax purposes, EFH can still borrow inter-company from
TCEH to make the interest payments on those notes to EFIH. These
interest payments represent the primary source of cash flow for
EFIH.

The other approximately two-thirds of EFIH's balance sheet is
comprised of EFIH's ownership interests in Oncor Holdings. Oncor
Holdings owns roughly 80% of Oncor. Moody's estimates the value of
Oncor Holdings at approximately $4.5 billion.

EFIH's ownership interest in Oncor Holdings has been pledged as
collateral for approximately $4.5 billion (principal amount) in
debt securities. Of this total amount, approximately $3.5 billion
is secured by Oncor Holdings' ownership interest in Oncor on a
first lien basis. Another approximately $800 million, including
the issuance of approximately $400 million senior secured second
lien notes due 2022, are secured with a second lien basis on Oncor
Holdings' ownership interests in Oncor.

Should a foreclosure on the collateral occur, Moody's sees
reasonably good recovery for both of EFIH's first lien and second
lien securities given the estimated valuation levels. But Moody's
also notes that any change of control at Oncor requires the
approval of the Public Utility Commission of Texas (PUCT). The
PUCT's approval considers the public interest, so the timing
associated with achieving such an approval is uncertain,
notwithstanding the PUCT's established guidelines on regulatory
decisions.

Moody's also observes that EFH can issue approximately $500
million of additional first lien securities at EFIH and over $3.5
billion of additional second lien securities. Moody's incorporates
a view that EFH will eventually avail themselves of this
incremental debt capacity which will, most likely, negatively
impact both ratings and LGD assessments throughout the entire EFH
family, including Oncor.

ONCOR ELECTRIC DELIVERY COMPANY LLC

Notwithstanding the ring-fence type provisions structured at
Oncor, additional debt incurrence at EFIH will likely be viewed as
a form of permanent leverage for Oncor, a material credit
negative. As EFH continues to migrate debt onto the non-ring-
fenced intermediate subsidiary holding company of Oncor, Moody's
believes Oncor will increasingly be pressured to make upstream
dividend contributions to EFIH, in part to service the secured
debt obligations of EFH and EFIH, and potentially to the detriment
to its own credit quality, despite the ring-fence type provisions.

That said, on a stand-alone basis, the Baa1 senior secured rating
for Oncor reflects the revenue and cash flow stability associated
with Oncor's T&D utility business activities. Oncor's rating and
stable rating outlook are benefited by the ring-fence type
provisions and the presence of the PUCT as its principal
regulator. But Moody's continues to highlight EFH's potential
restructuring activities along with EFIH's and EFH's public
disclosures associated with the risks of a potential breach of the
ring fence under some scenarios. According to these public
disclosures, only a bankruptcy judge can ultimately decide the
effectiveness of the ring fence provisions. Should an event like
this materialize, the ratings for Oncor could be negatively
impacted. Nevertheless, Moody's viewed Oncor's recent credit
facility, expiring in 2016 as a strong, independent, third-party
test of the ring fence provisions by its lenders.

Although these factors continue to indicate elevated levels of
event risk at Oncor when compared to other comparable regulated
T&D utility companies, due to its parent's weak credit profile,
the elevated event risk is not sufficient to warrant a change to
Oncor's rating or rating outlook at this time.

Oncor's rating outlook could be changed to negative if EFH
continues to utilize its equity interest in Oncor, either directly
or indirectly, as part of its ongoing restructuring activities or
if EFH continues to transfer debt onto EFIH, Oncor's intermediate
parent holding company. Moody's views the leverage at EFIH, which
utilizes Oncor's equity value as collateral, as a form of
permanent leverage for Oncor.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


ENERGY FUTURE: Fitch Assigns 'B' Rating to $400-Mil. Notes
----------------------------------------------------------
Fitch Ratings assigns Energy Future Intermediate Holding Company
LLC's (EFIH) proposed $400 million senior secured second lien
notes due 2022 a rating of 'B/RR2'.  Fitch has also downgraded
Energy Future Holding Corp's (EFH) guaranteed unsecured notes two-
notches to 'CCC/RR4' from 'B/RR2' following an updated recovery
analysis.

In addition, Fitch has affirmed the 'CCC' Issuer Default Ratings
(IDR) for EFH, EFIH, Energy Future Competitive Holdings
Company(EFCH) and Texas Competitive Electric Holdings Company LLC
(TCEH) and assigned a Negative Outlook.  The IDR and security
ratings of Oncor Electric Delivery Company LLC (Oncor) are
unaffected by today's rating actions.

The net proceeds from the proposed second lien issuance will be
used by EFIH to pay a dividend to EFH, which will, in turn, use
the proceeds to repay a portion of the inter-company loans to
TCEH.  As of Dec. 31, 2011, EFH had inter-company borrowings
(guaranteed by EFIH) from TCEH of approximately $1.6 billion.  The
notes will be secured by EFIH's pledge of the collateral
consisting of all of the membership interests and other
investments it owns in Oncor Electric Delivery Holdings Company
LLC (Oncor Holdings).  The new notes will be secured equally and
ratably with the existing EFIH second lien senior secured debt,
which consists of $406 million notes due 2021 bearing a coupon of
11.00%.

Fitch's assessment of the collateral valuation at EFH/EFIH
continues to depend solely on the value of Oncor Holdings' 80%
ownership interest in Oncor.  Fitch's current view is that the
value of Oncor Holdings' equity interest is at least equal to its
proportionate share in Oncor's book value.  Fitch estimates
Oncor's book value at approximately $7.8 billion as of year-end
2014.

The recovery prospects for the guaranteed unsecured notes have
weakened compared to Fitch's prior analysis as a result of the
proposed second lien issuance.  While the recovery waterfall for
EFH/EFIH yields a 'B+/RR1' rating for EFIH's second lien debt and
a 'B-/RR3'rating for EFH's guaranteed unsecured notes, Fitch has
suppressed the rating of these notes to one-notch below what is
derived by the recovery waterfall.  Fitch expects management to
issue additional secured debt at EFH/EFIH and, as a result, the
excess collateral coverage of the second lien and subordinated
debt would diminish over time.  Prior to the proposed second lien
issuance, there was $4.3 billion of secured debt incurrence
capacity at EFH/EFIH, out of which approximately $500 million can
be first-lien debt.  Fitch has also taken into consideration that
there could be downward pressure to the IDRs of EFH/EFIH, as
reflected by the Negative Rating Outlook, which would impact the
security ratings due to rating linkages.

The 'CCC' IDR of TCEH reflects an over-leveraged capital structure
that is untenable in the current commodity environment.  Fitch
expects available liquidity at EFH/TCEH to be affected by reduced
Oncor dividend over 2012-13 due to the Competitive Renewable
Energy Zone (CREZ) investments, lower upstream corporate tax
payments from Oncor over 2012 -2013 and negative free cash flow at
TCEH starting in 2013, driven by rising environment capex and
increasing cash interest costs.  In Fitch's opinion, EFH/EFIH and
TCEH will have to issue incremental debt to fund operations as a
deteriorating free cash flow profile puts pressure on the current
available liquidity.

The Negative Outlook reflects a persistent weakening of the
commodity environment.  Natural gas prices have suffered another
leg down over the past few weeks and continue to trend lower.  As
a result, power prices in the Electric Reliability Council of
Texas (ERCOT), may not recover to levels embedded in Fitch's prior
expectations for 2013 and beyond.  Additionally, volatile capital
market conditions may make it difficult for the company to access
capital markets and conduct liability management activities on a
timely basis.  TCEH faces significant debt maturities beyond 2013.

Fitch expects to conduct a comprehensive review for TCEH in the
coming weeks that will also include an update of Fitch's
collateral valuation for the recovery analysis.  Due to inter-
company linkages, any downward rating action on TCEH's IDR would
impact the IDRs of EFCH, EFH and EFIH as well.

Fitch downgrades the following and assigns a Negative Rating
Outlook:

EFH:

  -- Guaranteed unsecured notes to 'CCC/RR4' from 'B/RR2'.

Fitch affirms the following and assigns a Negative Rating Outlook:

TCEH:

  -- IDR at 'CCC';
  -- Senior secured bank facilities at 'B/RR2';
  -- Senior secured first lien notes at 'B/RR2';
  -- Senior secured second lien notes at 'C/RR6';
  -- Secured lease facility bonds at 'B-/RR3' (secured by certain
     combustion turbine assets);
  -- Guaranteed unsecured notes at 'C/RR6';
  -- Senior unsecured debt (non-guaranteed) at 'C/RR6';
  -- Senior unsecured pollution control bonds issued by the Brazos
     River Authority (TX), Sabine River Authority (TX), and
     Trinity River Authority (TX) at 'C'.

EFH:

  -- IDR at 'CCC';
  -- Secured notes at 'B+/RR1';
  -- Senior notes (non-guaranteed) at 'C/RR6'.

EFIH:

  -- IDR at 'CCC';
  -- Senior secured first lien notes at 'B+/RR1';
  -- Senior secured second lien notes at 'B/RR2'.

EFCH:

  -- IDR at 'CCC';
  -- Unsecured notes at 'C/RR6'.


FIBER ENGINEERING: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Philly.com, citing report from the Legal Intelligencer, says Fiber
Engineering & Design Corp. filed for Chapter 11 protection in the
U.S. Bankruptcy Court for the District of New Jersey, listing
assets of $156,200 and liabilities of $2,395,687.

The report adds that Fiber Engineering & Construction Corp. also
filed Chapter 11 protection, showing assets of $68,020 and
liabilities and $1,024,868.

Fiber Engineering & Design Corp. -- http://www.fibereng.com/--
specializes in the designing and engineering of fiber optic
networks including Fiber to the Home.

A case summary for Fiber Engineering is the the Jan. 26, 2012
edition of the TCR.


FIRSTFED FINANCIAL: Bondholder Seeks to Resume Firm's Operations
----------------------------------------------------------------
American Bankruptcy Institute reports that a bondholder of
FirstFed Financial Corp. hopes to obtain the bank holding
company's equity and remake the former parent of First Federal
Bank of California into an investor in financially distressed
asset securitization vehicles and real estate trusts.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.


FREDDIE MAC: Treasury Investigates Freddie Mac Investment
---------------------------------------------------------
American Bankruptcy Institute reports that the Treasury Department
is investigating a report that Freddie Mac bet against homeowners'
ability to refinance their loans even as it was making it more
difficult for them to do so.

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GAMETECH INT'L: Delays Filing of Fiscal 2011 Form 10-K
------------------------------------------------------
GameTech International, Inc., was unable to file its Form 10-K for
the year ended Oct. 30, 2011, within the prescribed time period
without unreasonable effort and expense.  The delay is primarily a
result of management devoting a substantial amount of its time and
effort  (1) to finalize an amendment to its existing credit
facility with U.S. Bank, N.A. and Bank of West, (2) to complete
the sale of its corporate headquarters, and (3) to complete and
file its Form 10-Q for the thirteen weeks ended July 31, 2011.

As reported in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on Dec. 29, 2011, the
Company entered into a First Amendment to Amended and Restated
Loan Agreement and Waiver of Defaults with the Lenders on Dec. 22,
2011, and closed to sale of its corporate headquarters to
Kassbohrer All Terrain Vehicles, Inc., on Dec. 28, 2011.

The Company intends to file the Report no later than Feb. 14,
2012, as prescribed in Rule 12b-25.

                    About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.


GATEWAY METRO: Sealed Stipulation Authorizing Cash Use Approved
---------------------------------------------------------------
On Jan. 19, 2012, the U.S. Bankruptcy Court for the Central
District of California entered an order approving the stipulation
to (1) further extend agreed order authorizing and approving (A)
use of cash collateral, (B) grant of adequate protection to
certain secured creditors and (c) adequate protection payments
under Secured Equipment Financing Agreement entered Oct. 3, 2011,
and (2) authorizing Debtor to pay additional tenant improvement
costs and leasing commission.

The stipulation was filed under seal on Jan. 13, 2012.

                    About Gateway Metro Center

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

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

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


GENERAL MARITIME: Has Ch. 11 Plan; Oaktree to Fund $175-Mil.
------------------------------------------------------------
General Maritime Corporation has filed a Plan of Reorganization
and a Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York.  The Company intends to seek
confirmation of the Plan by April 2012.

Under the terms of the Plan, the Company will receive an infusion
of $175 million in new capital from funds managed by Oaktree
Capital Management, L.P., less the amount raised in the rights
offering described below, will continue to operate as a going
concern and will reduce its funded indebtedness by approximately
$600 million.

Jeffrey D. Pribor, General Maritime's Chief Financial Officer,
said, "The filing of our Plan represents a significant milestone
in our financial restructuring efforts.  We have made good
progress and are confident that this process will strengthen our
balance sheet and enhance our financial flexibility without
compromising our commitments to our valued customers, vendors and
employees.  We look forward to emerging as a stronger company,
positioned for long-term growth as a leading provider of
international seaborne oil transportation services."

Mr. Pribor added, "Our stakeholders have helped us make
significant progress in our financial restructuring and we look
forward to building on our success and our strong business
relationships in the months and years to come.  I want to thank
our vendors and customers for their loyalty and support, as well
as our employees for their continued hard work and dedication."

Additional terms of the Plan include:

tax claims, obligations under the debtor-in-possession credit
agreement, and other obligations secured with assets of the
Company will be paid in full, in cash;

$75 million of the Company's existing first and second lien
secured credit facilities will be paid down, and the Company will
enter into new first and second lien secured credit facilities
with terms that will provide the Company with critical financial
flexibility needed to operate its businesses after its emergence
from bankruptcy;

the secured amount of the Company's existing third lien credit
facility from Oaktree-managed funds will be converted into 50% of
the new equity of the reorganized Company on an undiluted basis;

holders of general unsecured claims against General Maritime
Corporation will receive their pro rata share of warrants to
purchase 2.5% of the new equity of the reorganized Company;

holders of general unsecured claims against the debtors who
guarantee the Company's obligations under its secured facilities
have the opportunity to participate in a rights offering to
purchase up to 17.5% of the new equity of the reorganized Company
on an undiluted basis for up to $61.25 million;

holders of general unsecured claims against the non-guarantor
debtors will receive any cash available after payment of all
senior claims; and

holders of old equity interests in General Maritime Corporation
will receive no distribution on account of their interests.

The Plan provides for a record date of Feb. 8, 2012 for
determining generally the holders of general unsecured claims that
are eligible to participate in the rights offering.  In addition,
holders of general unsecured claims who file a proof of claim
after Feb. 8, 2012 but before the general bar date of Feb. 23,
2012, certain additional claims holders as described in the Plan,
and transferees of claims in accordance with the Plan may also be
eligible to participate in the rights offering.  The rights
offering will be limited to those holders of general unsecured
claims that are either qualified institutional buyers or
accredited investors as defined by applicable securities laws.

The above description is an overview summary of the Plan and is
qualified entirely by the terms of the Plan and Disclosure
Statement as filed with the Court.

The Company notes that discussions with the Creditors' Committee
and certain other holders of Senior Note Claims are ongoing and
the parties are hopeful that consensus on the Plan will be
reached.

The Plan is subject to confirmation by the Court. This release is
not intended as a solicitation for a vote on the Plan.

                    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.

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.


GENERAL MOTORS: GM Trust to Pay $21MM Over 3 Polluted Sites
-----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the U.S. Department
of Justice reached a $20.9 million settlement Monday with the
trust that succeeded Motors Liquidation Co., General Motors'
bankruptcy court entity -- a deal that will see about $24 million
total go toward cleaning three polluted sites, including
$2.9 million in insurance money.

The proposed agreement must be approved by New York Bankruptcy
Judge Robert E. Gerber and is also subject to a 30-day public
comment period, according to Law360.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENMAR HOLDINGS: Faces Clawback Suits Lodged by Bankruptcy Trustee
------------------------------------------------------------------
John Welbes at TwinCities.com reports that the bankruptcy trustee
for Genmar Holdings Inc. has filed dozens of "clawback" lawsuits
seeking millions of dollars paid out to insiders and Genmar
subsidiaries before the company's 2009 bankruptcy filing.

According to the report, those targets include Company owner Irwin
Jacobs, the well-known Minneapolis-based financier and former
Genmar CEO, who is being asked to return $2.7 million.

The report relates that the bankruptcy trustee, Charles Ries, and
an attorney working for him, Phillip Bohl, Esq., argue that the
transfers to Mr. Jacobs and others occurred within two years of
Genmar's 2009 bankruptcy filing.  The transfers amounted to unjust
enrichments to insiders who knew or should have known the company
was insolvent, Mr. Bohl argues in court filings.

One of the insiders being sued is Daniel Lindsay, a business
associate of Mr. Jacobs, who is asked to return $1.8 million.
Two Jacobs-controlled companies -- Jacobs Management Corp. and
Jacobs Trading Co. -- have been asked to return $7.2 million and
$4 million.

The report notes that the clawback case against Mr. Jacobs, filed
in November, says Genmar "began its descent into insolvency in the
early 2000s," and says that the company had "nearly perpetual
annual operating losses on a consolidated basis from and after
2003."

According to the report, the lawsuit against Mr. Jacobs also says
that in 2006, he bought a 92-foot wooden yacht from a Turkish firm
called Vicem Yachts.  Then in 2008, using a subsidiary of Genmar,
Jacobs and Lindsay arranged for transfers from Genmar totaling
$3.6 million and split the money between themselves for yacht
payments, the lawsuit alleges.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/-- is
the world's second-largest manufacturer of fiberglass powerboats.
It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assisted the Debtors in their restructuring efforts.
Carver Italia estimated $10 million to $50 million in assets and
$100 million to $500 million in debts.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and has been managing the company's restructuring
process since then.


GREEN BUILDERS: Chapter 11 Plan of Reorganization Confirmed
-----------------------------------------------------------
BankruptcyData reports that the U.S. Bankruptcy Court confirmed
Green Builders' First Chapter 11 Plan of Reorganization, dated
Dec. 8, 2011.

Austin, Texas-based Green Builders, Inc. (Pink Sheets: GRBU) --
http://www.greenbuildersinc.com/-- a land acquisition,
development, homebuilding and remodeling company, is a pioneer for
mass-appealing "green" homes and communities.  The Company's green
remodeling program currently caters to existing homeowners in the
Austin, Texas area.

Green Builders, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Texas 11-12013) on Aug. 12, 2011.  The Debtor
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million as of the Chapter 11 filing.
Stephen A. Roberts, Esq., at Strasburger & Price, LLP, represents
the Debtor.  Judge Craig A. Gargotta presides over the case.


GUIDED THERAPEUTICS: Selects CAN-med to Distribute LuViva
---------------------------------------------------------
Guided Therapeutics, Inc., has signed a definitive agreement
granting CAN-med Healthcare exclusive distribution rights for
LuViva Advanced Cervical Scan in Canada.

The agreement is for three years and initial shipments are
currently anticipated in the second quarter of 2012.  A formal
launch is expected to begin shortly thereafter.  LuViva received
Health Canada marketing approval in December 2011 under its former
name, LightTouch.

"CAN-med is a leading and greatly respected healthcare company and
we are pleased to have them as our partner in Canada," said Mark
L. Faupel, Ph.D., CEO and president of Guided Therapeutics, Inc.
"CAN-med's nation-wide reputation and commitment to women's
health, from mammography to gynecological imaging products, makes
the company ideally suited to introduce LuViva to the Canadian
market and grow market share."

"Based on LuViva's documented clinical evidence and our 35 years
of experience delivering innovations to the Canadian healthcare
market, we believe that LuViva will be well received, with an
opportunity to positively impact the lives of women at risk for
developing cervical cancer," said Jim Ritcey, Director, Sales and
Marketing, Medical/Surgical for CAN-med Healthcare.
"Additionally, we believe that LuViva will bring a new level of
efficiency and cost effectiveness to the healthcare system."

Stephen McDonald, CAN-med's Vice President & General Manager adds
"Guided Therapeutics and the LuViva product are a great match for
us in bringing new products to the Canadian market.  They fit the
criteria we're looking for by being clinically innovative with new
technology, being willing to develop an exclusive working
relationship, and delivering better clinical and patient
outcomes."

Each year in Canada, about 5.7 million women undergo Pap test
screening for cervical cancer, with as many as 400,000 receiving
an abnormal Pap result.  These women are then scheduled for a
follow-up exam, called a colposcopy, which typically includes a
biopsy.  The wait times for colposcopy examinations in Canada are
typically between two to six months. LuViva is designed to reduce
wait times and provide results immediately at the point of care.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

The Company also reported a net loss of $3.88 million on $2.70
million of service revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.56 million on $2.30 million
of service revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.84 million in total assets, $5 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


INNOVATIVE FOOD: Five Directors Elected at Annual Meeting
---------------------------------------------------------
Innovative Food Holdings, Inc., held an annual meeting for its
shareholders on Jan. 25, 2011.  Joel Gold, Michael Ferrone, Sam
Klepfish, Solomon Mayer and Hank Cohn were elected as directors of
the Company.  Stockholders also approved these proposals:

   (1) Amendment to the Company's Certificate of Incorporation to
       increase its authorized capital to 3,000,000,000 shares of
       common stock.

   (2) Amendment to the Company's Certificate of Incorporation to
       convert its authorized preferred stock to be blank check
       preferred stock, par value of $0.0001 per share.

   (3) Implementation of a reverse split of the Company's
       outstanding Common Stock, at its discretion, in a ratio
       ranging from 40:1 to 60:1.

   (4) To change the Company's domicile from Florida to Delaware.

   (5) To ratify and approve the adoption of the Company's 2011
       Stock Option Plan, and the awards previously issued
       thereunder.

   (6) To ratify the appointment by the Board of Directors of RBSM
       LLP, as independent public accountants for the Company for
       the current fiscal year.

The approval of the proposal to amend the Company's Certificate of
Incorporation to increase its authorized capital to 3,000,000,000
shares of common stock, par value of $0.0001 per share, was
rendered moot by the approval of a reverse split of the Company's
outstanding Common Stock.

The Company's board of directors made amendments to its Bylaws, a
full-text copy of which is available at http://is.gd/G7Zrim

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

As reported in the TCR on March 23, 2011, RBSM LLP, in New York,
expressed substantial doubt about Innovative Food Holdings'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred significant losses from operations since its inception
and has a working capital deficiency.

The Company's balance sheet at Sept. 30, 2011, showed
$1.01 million in total assets, $5.72 million in total liabilities,
all current, and $4.71 million total stockholders' deficiency.


JOBSON MEDICAL: Files for Bankruptcy in New York
------------------------------------------------
Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) in New York.

Bloomberg News reports that the Debtor, which sought bankruptcy
along with 16 affiliates, estimated assets and debt of as much as
$500 million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Unsecured creditors holding the largest claims were InnerWorkings
Inc., owed about $635,112; Direct Medical Data LLC, owed about
$391,818; and RR Donnelley & Sons Co., owed about $169,456.


KANSAS CITY: Moody's Says 'Ba3' CFR Unaffected by Rating Action
---------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to The Kansas
City Southern Railway Company's $275 million senior secured term
loan A-2 due 2017. The company's other ratings (corporate family
rating of Ba1) are unaffected by the action. The ratings outlook
is stable.

RATINGS RATIONALE

With a rapid restoration in freight volume and yield, Kansas City
Southern's credit profile has improved materially through the
business cycle recovery, supporting its Ba1 corporate family
rating, as credit metrics are trending towards levels more typical
of higher-rated railroad companies. These metrics have
additionally benefited from a material amount of debt repayment
that the company has completed over the past year, and KCSR's debt
now approximates 100% of revenue generated by US operations - a
level that is largely in-line with other Class I railroad
companies. Over the longer term, the ratings are supported by on-
going improvement in the company's railroad operations, stemming
largely from robust levels of investment in both its equipment and
infrastructure over the past several years. These investments will
be important in the company's long-term ability to sustain the
service levels required to support pricing going forward.

Although KCS's corporate family rating primarily relates to
operating results at the U.S railroad (KCSR), it is also
indirectly affected by the risk profile of its Mexican railroad
subsidiary KCSM, to the extent that the parent may need to support
that entity in the event of financial distress. KCSM currently has
a corporate family rating of Ba2, with a stable ratings outlook.

KCSR intends to use proceeds from the new term loan A-2 to redeem,
via tender offer, $275 million of existing senior unsecured notes
due 2015. Terms and conditions under the new term loan A-2 are
similar to those of the company's existing senior term loan
included in its senior secured credit facility. This transaction
is part of a strategy to refinance higher-coupon senior notes that
the company has undertaken over the past few years, culminating
with the planned redemption of the only existing senior notes that
KCSR currently has outstanding. The refinancing has helped to
lower interest costs. However, as KCSR's debt structure is
comprised predominantly of bank debt, this increases floating
interest rate exposure and refinancing risk when compared to a
capital structure that includes a substantial amount senior notes,
as the average maturity of KSCR's term loans is only approximately
4.5 years.

KCSR's senior secured credit facilities, which includes the new
term loan A-2, are rated Baa3, one notch above the corporate
family rating, in consideration of a sufficient amount of
unsecured liabilities in the company's capital structure that is
junior to this facility, per Moody's Loss Given Default
Methodology.

Assignments:

   Issuer: Kansas City Southern Railway Company (The)

   -- Senior Secured Bank Credit Facility, Assigned Baa3, LGD3,
      36%

The principal methodology used in rating Kansas City Southern and
The Kansas City Southern Railway was the Global Freight Railroad
Industry Methodology published in March 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.

Kansas City Southern ("KCS') operates a Class I railway in the
central U.S. (The Kansas City Southern Railway Company, `KCSR')
and, through its wholly-owned subsidiary Kansas City Southern de
Mexico, S.A. de C.V. (`KCSM'), owns the concession to operate
Mexico's northeastern railroad.


KIDSPEACE INC: Moody's Lowers Long-Term Bond Rating to 'C'
----------------------------------------------------------
Moody's Investors Service has downgraded to C from Caa2 the long-
term bond rating assigned to KidsPeace Inc.'s (KidsPeace) $53.7
million of Series 1999 outstanding bonds issued by the Lehigh
County General Purpose Authority, PA.

RATING RATIONALE

The rating downgrade to C reflects KidsPeace's weakened balance
sheet and liquidity measures following operating losses incurred
in FY 2011 and FY 2010 and outsized enterprise risk including
unmanageable pension funding requirements and reliance on short-
term borrowings for liquidity. The issuer's planned request for a
two-year debt service payment suspension from bondholders and
pension relief from the Pension Benefit Guaranty Corporation,
follows significant cash-flow pressures stemming from fundamental
operating challenges are emblematic of a distressed borrower.

CHALLENGES

*Extremely weak operations and liquidity has resulted in current
discussions with bondholders to restructure the bonds, asking
bondholders for two years of relief on bond payments

*Moody's analysis shows low expected recovery for bondholders in
the event of default

*KidsPeace is applying for pension relief from the Pension Benefit
Guaranty Corporation (PBGC), a process that could be protracted
and uncertain and signifies cash flow stress

*Very weak and rapidly declining unrestricted cash and investments
of just $1.9 million (6 days cash on hand) at unaudited fiscal
year end (FY) 2011 (a 39% decline from $3.1 million in FY 2010)
caused by lower revenues due to lower residential facility census
in residential programs; $4.7 million drawn on line of credit
represents that the $1.9 million of cash is essentially borrowed
debt

* Very high debt burden, with cash-to-debt of 2.9% in unaudited FY
2011 (B median is 29%) and over 100% debt to capitalization

*Negative reimbursement trends, including overall reduced
government support for residential programming and a 30% rate
reduction from Indiana programming for FY 2012

STRENGTHS

*Debt service reserve fund remains fully funded

*All fixed rate debt structure with no exposure to derivatives

WHAT COULD MAKE THE RATING GO UP

Future upward rating movement will largely depend on a material
increase in unrestricted liquidity and significant increase in
operating cash flow allowing KidsPeace to grow the balance sheet;
stabilization of census trends

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


KOREA TECHNOLOGY: Can Access $5-Million Rutter DIP Financing
------------------------------------------------------------
Judge R. Kimball Mosier has authorized debtors Korea Technology
Industry America, Inc., Uintah Basin Resources, LLC, and Crown
Asphalt Ridge, L.L.C., to access $5,000,000 in postpetition
financing from Rutter & Wilbanks Corporation.

The Debtors and the lender have agreed that the loan of up to
$5,000,000 will be on an unsecured, subordinated basis rather than
on a superpriority, secured basis, except that $300,000 of the
loan, which will be used to pay for costs of extracting tar sands
(and thereby produce income) will be on a superpriority, secured
basis.

A copy of the Amended Startup DIP Loan Agreement is available for
free at http://bankrupt.com/misc/koreatechnology.doc240.pdf

A summary of the terms of the Amended Startup DIP Facility is
shown below:

   Borrowers:                 Korea Technology Industry, Inc.,
                              Uintah Basis Resources, LLC, and
                              Crown Asphalt Ridge, L.L.C.

   Lender:                    Rutter & Wilbanks Corporation

   Regular Interest Rate:     5%

   Default Interest Rate:     10%

   Fees and expenses:         No fees, but the Debtors will pay
                              the expenses of the lender.

   Maturity:                  Earlier of Aug. 31, 2012, the
                              effective date of a plan of
                              reorganization, the termination of
                              the Start up DIP loan agreement, or
                              the payment in full of the
                              obligations thereunder.

   Liens, collateral and      No lien or collateral or priority
   priority:                  for Advances except that, to secure
                              the Extraction Costs Advances
                              (which can total no more than
                              $300,000), the Lender will receive
                              under section 364(c)(1), a
                              superpriority administrative
                              expense priority; under section
                              364(d), a fully perfected lien on
                              materials that are extracted
                              utilizing Extraction Cost Advances.

   Limitation on use          The proceeds of the Startup DIP
   of proceeds:               facility will be used only for
                              costs associated with the
                              completion of construction and
                              commissioning of the hot water
                              extraction and evaporation process
                              portions of the Debtors' procession
                              facility and  operation of the
                               "dry froth" circuit.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Exclusive Filing Period Extended to Feb. 17
-------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah has extended until Feb. 17, 2012, Korea
Technology Industry America, Inc., et al.'s exclusive periods to
propose a Chapter 11 plan.  The Debtor's exclusive period to
solicit acceptances for that plan is also extended to Apr. 17,
2012.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Observation Committee Under APA Formed
--------------------------------------------------------
Western Energy Partners, LLC, and Tar Sands Holding, LLC, secured
creditors in the bankruptcy cases of Korea Technology Industry
America, Inc., has notified the Bankruptcy Court that pursuant to
Section 2.4(d) of the Asset Purchase Agreement between the Debtors
and Rutter and Wilbanks Corporation, an observation committee has
been formed.  The members of the observation committee are:

         Joseph M.R. Covey
         representing creditor Raven Mining Company, LLC
         Parr Brown Gee & Loveless
         185 South State Street, Suite 800
         Salt Lake City, Utah 84111
         Tel: (801) 257-7920
         Fax: (801) 532-7750
         E-mail: jcovey@parrbrown.com

         Scott Reams
         representing the Committee of Unsecured Creditors
         Haynie & Company CPA's
         1785 West 2300 South
         West Valley City, Utah 84119
         Tel: (801) 972-4800
         Fax: (801) 972-8941
         E-mail: scottr@hayniecpas.com

         Joe Sorenson
         representing creditor Western Energy Partners, LLC
         Endeavor Capital Group, LLC
         6440 South Wasatch Boulevard, Suite 105
         Salt Lake City, Utah 84121
         Tel: (801) 268-4431 x 101
         Fax: (801) 365-1256
         E-mail: joe.sorenson@endeavorcap.net

         Michael Cicchella
         representing Elgin Services Company, Inc.
         SVP, Chief Administrative Officer
         952 Echo Lane, Suite 130
         Houston, Texas 77024
         Tel: (832) 380-8973
         Fax: (312) 952-9800
         E-mail: michael.cicchella@ipsi.us.com

         Brian J. Babcock, Esq.
         representing creditor BHI Inc. and Westech Engineering
         Babcock Scott & Babcock
         505 East 200 South, #300
         Salt Lake City, Utah 84102
         Tel: (801) 531-7000
         E-mail: brian@babcockscott.com

As reported in the Troubled Company Reporter on Nov. 18, 2011,
Korea Technology Industry America Inc., Uintah Basin Resources
LLC, and Crown Asphalt Ridge LLC won Bankruptcy Court authority to
sell the Asphalt Ridge Oil Sands Project and assign related
contracts to Rutter and Wilbanks Corporation, the stalking horse
bidder for the sale.

Assets sold include the Debtors' production facility and related
improvements and equipment, technologies utilized by the KTIA
Group in connection with the commercial extraction and processing
of oil from oil sands and for manufacturing dry froth, bitumen,
asphalt, and related products from oil sands deposits located on
the real property, and Oil, Gas and Minerals Lease granted by
Wembco, Inc., prior land owner to UBR.

The Purchase Price and other consideration to be paid by the Buyer
will be the sum of:

     (1) a perpetual royalty to be received by KTIA initially as
         a portion of the 10% net royalty set forth in the Lease
         or an equivalent amount under any future royalties
         established by the Buyer under a future minerals lease
         applicable to the Real Property;

     (2) due and unpaid amounts of any DIP Loans extended to the
         Sellers by the Buyer; and

     (3) money in the amount equal to the total amount of
         Creditors' Claims that are verified and allowed by the
         Bankruptcy Court.

The Purchase Price will be paid by the Buyer, in full, by wire
transfer to facilitate the Closing.  The Closing is scheduled to
occur by June 30, 2012.  The Buyer may conduct due diligence until
May 31.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Creditors' Motion to Amend APA Withdrawn
----------------------------------------------------------
Secured creditors Western Energy Partners, LLC; Tar Sands Holding,
LLC; and Elgin Services Company, Inc., have voluntarily withdrawn
their motion to alter and amend order approving sale of
substantially all of the Debtors' assets.

Western Energy Partners, LLC and Tar Sands Holding, LLC, are
represented by:

         Robert S. Prince, Esq.
         Brent A. Andrewsen, Esq.
         KIRTON & McCONKIE
         Eagle Gate Tower, Suite 1800
         Salt Lake City, Utah 84111-1004
         Tel: (801) 328-3600
         Fax: (801) 212-2082
         Email: rprince@kmclaw.com
                dwahlquist@kmclaw.com

         David E. Leta, Esq.
         SNELL & WILMER L.L.P.
         15 West South Temple, Suite 1200
         Salt Lake City, Utah 84101
         Tel: (801) 257-1900
         Fax: (801) 257-1800
         Email: dleta@swlaw.com

Elgin Services Company, Inc., is represented by:

         Scott N. Rasmussen, Esq.
         Darwin H. Bingham, Esq.
         SCALLEY READING BATES HANSEN & RASMUSSEN, P.C.
         16 West South Temple, Suite 600
         Salt Lake City, Utah 84101
         Tel: (801) 531-7870
         Fax: (801) 531-7968
         E-mail: srasmussen@scalleyreading.net
                 dbingham@scalleyreading.net

As reported in the Troubled Company Reporter on Jan. 4, 2012,
the Secured Creditors were asking the U.S. Bankruptcy court for
the District of Utah to amend its order approving the sale or
sales of substantially all of the assets of Korea Technology
Industry America, Inc., Uintah Basin Resources, LLC, and Crown
Asphalt Ridge, LLC, entered Nov. 15, 2011, to address deficiencies
in the Asset Purchase Agreement between the Debtors, as Sellers
and Rutter and Wilbanks Corporation, as
Buyer.

The Secured Creditors had claimed that the APA was a hastily
constructed document, and that it was pieced together during the
course of an evidentiary hearing with little or no opportunity
for parties in interest to contemplate its actual implementation
and to address its many internal inconsistencies and
shortcomings.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


LEE ENTERPRISES: Court Approves Revised Financing Documents
-----------------------------------------------------------
Lee Enterprises Inc. declared its prepackaged plan of
reorganization effective on Jan. 30, 2012.

Meanwhile, the Bankruptcy Court on Jan. 30 entered an order
authorizing Lee to enter into revised financing documents.  The
Court held that the revisions embodied in the Revised Financing
Documents constitute technical or non-material changes and do not
materially and adversely affect or change the treatment of any
claims or interest under Lee's confirmed prepackaged plan of
reorganization.

As reported by the Troubled Company Reporter, the Bankruptcy Court
on Jan. 23 issued its Findings of Fact, Conclusions of Law and
Order (I) Approving (A) Solicitation and Disclosure Statement and
(B) Prepetition Solicitation and Voting Procedures and (II)
Confirming Second Amended Joint Prepackaged Plan of Reorganization
for Lee.  The Second Amended Plan was filed Jan. 19.

The Plan extends Lee's repayment due dates to December 2015 and
April 2017.  The plan includes agreements with creditors giving
Lee an extra two-and-a-half to five years to repay $864.5 million
in loans that originally were scheduled to be repaid in April
2012.  The plan also opens a new $40 million revolving line of
credit and provides for the issuance of 6.7 million shares of Lee
common stock, amounting to about 13% of outstanding shares.

In December 2011, Lee reached agreement on extending the repayment
period to 2015 for an additional $126.4 million in debt.

                      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
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

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.

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 pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.


LEGACY CONSTRUCTION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Legacy Construction & Development Inc. filed for Chapter 11
protection (Bankr. D. Nev. Case No. 12-10473) on Jan. 17, 2012.

Barbara Ellestad at Mesquite Citizen Journal reports that the
company has $7.4 million in assets and $7.3 million in
liabilities.

According to the report, Legacy Construction listed 77 creditors
including two other companies Hardy owns, Precision Aggregate
Products, LLC, and Falcon Ridge Golf Course.  Local companies to
which Legacy owes debts include Ace Hardware, America First Credit
Union, Anderson Heritage Electric, Pride Contractors, Bulloch
Brothers Engineering, and L&M Welding.  Debt amounts were not
listed in the public documents.

The report relates that the Company has cited the poor economy of
the last few years and its affect on the business holdings.  The
Company has stated that at the height of the economic boom Legacy
was doing $50 million worth of construction contracts a year but
that had recently fallen to $10 million a year

Based in Mesquite, Nevada, Legacy Construction & Development
Inc. filed for Chapter 11 protection (Bankr. D. Nev. Case No.
12-10473).  Judge Mike K. Nakagawa presides over the case.
Matthew C. Zirzow, Esq., at Gordon & Silver Ltd., represents
the Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


LODGENET INTERACTIVE: Stockholders Concerned Over Staggered Board
-----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Mast Capital Management, LLC, Mast Credit
Opportunities I Master Fund Limited, Mast OC I Master Fund L.P.,
et al., expressed their concerns over LodgeNet Interactive
Corporation's corporate governance provisions which ensure that
stockholders can elect only a fraction of the Board during any
given year.  They also complained about the combined role of
Chairman and CEO and the inability of stockholders to be able to
call a special meeting.

According to Mast Capital, these provisions make it difficult to
change control of the Board an is not in shareholders' best
interest from a financial prospective.

The Reporting Persons anticipate nominating one or more persons
for election as a director of the Company at the Company's 2012
annual meeting of stockholders, and will submit those nominations
to the Company at such time as is permitted by the Company's
Bylaws.

On Jan. 24, 2012, Credit Opportunities delivered to the Company a
letter requesting to inspect a complete list of the Company's
stockholders and certain other corporate records as permitted by
applicable state law.  The purpose of the Stockholder List Demand
Letter is to enable Credit Opportunities to communicate with the
Company's stockholders in connection with the election of
directors at the 2012 Annual Meeting and any other matters as may
properly come before the 2012 Annual Meeting.

As of Jan. 30, 2011, Mast Capital holds 2,425,915 shares of common
stock representing 9.6% of the shares outstanding.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company also reported a net loss of $1.78 million on
$321.21 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $7.32 million on
$344.91 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $408.96
million in total assets, $460.01 million in total liabilities and
a $51.05 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


MEDIACOM LLC: Moody's Assigns 'B3' Rating to Proposed Bonds
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the $250 million
proposed senior unsecured bonds of Mediacom LLC (LLC), a wholly
owned operating subsidiary of Mediacom Communications Corporation
(Mediacom). The company expects to use proceeds, combined with
drawdown of LLC's revolver, to repay LLC's Term Loan D
(approximately $294 million outstanding).

Moody's also affirmed Mediacom's B1 Corporate Family Rating (CFR)
and stable outlook. The company has reduced leverage from 6.8
times debt-to-EBITDA as of the March 2011 privatization to 6.3
times based on trailing twelve months results through September
30, 2011 (and estimated at 6.1 times based on full year 2011
results), ahead of expectations. This track record supports the
rating. However, the company remains weakly positioned relative to
the CFR. Due to poor subscriber trends, Mediacom's triple play
equivalent deteriorated on a year over year basis for the June and
September quarters, and its revenue per homes passed continues to
lag peers. If these trends do not stabilize, or if the company
does not mitigate continued weakness with further debt repayment
and leverage reduction in line with its recent historic pattern,
the rating outlook and possibly the CFR are vulnerable.

The transaction does not materially impact leverage or interest
expense and extends the maturity profile, given expectations of a
2022 maturity of the new bonds compared to a 2017 maturity of the
term loan. Also, the revolver draw could facilitate a future
reduction in absolute debt if the company repays it with free cash
flow, which Moody's considers likely over the intermediate term.
However, the drawdown reduces available revolver capacity,
negatively impacting short term liquidity, and Moody's lowered
Mediacom's speculative grade liquidity rating to SGL-2 from SGL-1.
Moody's continues to characterize the company's liquidity as good.

Moody's also adjusted instrument ratings based on the modest
change in capital structure in accordance with Moody's loss given
default methodology.

Mediacom LLC

   -- Senior Unsecured Bonds, Assigned B3, LGD5 88%

   -- $350 million 9.125% Senior Unsecured Notes due 08/15/2019,
      Affirmed B3, LGD adjusted to LGD5, 88% from LGD6, 91%

   -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
      adjusted to LGD3, 34% from LGD3, 39%

Mediacom Communications Corporation

   -- Affirmed B1 Corporate Family Rating

   -- Affirmed B1 Probability of Default Rating

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-2
      from SGL-1

Mediacom Broadband LLC

   -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
      adjusted to LGD3, 34% from LGD3, 39%

   -- $500 million 8.5% Senior Unsecured Notes due 10/15/2015,
      Affirmed B3, LGD adjusted to LGD5, 88% from LGD6, 91%

Outlook, Stable

RATINGS RATIONALE

Mediacom's high 6.3 times debt-to-EBITDA leverage (based on
trailing twelve months through September 30, 2011) combined with
declining subscriber trends positions it weakly within its
corporate family rating. The weak subscriber trends and operating
metrics, including revenue per homes passed and triple play
equivalent, stand out when compared to most of Mediacom's peers.
Despite intense competition for all products and the maturity of
the core video product, Moody's believes the commercial and high
speed data business present good growth prospects for Mediacom.
The relative stability of the cable TV business also supports the
rating, although Moody's remains mindful of the potential
disruption of the business model over the longer term as
technology advances and consumer behavior evolves. Mediacom's good
liquidity affords it the time and flexibility to invest in its
operations and to improve its credit profile, but Moody's believes
the company will continue to lag many of its cable peers in
advanced video offerings for consumers, such as the number of HD
channels and the ability to view video on devices other than the
traditional television set.

The stable outlook assumes that Mediacom will utilize the bulk of
its free cash flow to repay debt over the next 12 to 18 months,
will refrain from additional leveraging activities during this
time frame, and that subscriber trends will stabilize. The outlook
also incorporates expectations for modest revenue and EBITDA
growth, which, combined with the debt repayment, should lead to
leverage below 6 times, as well as maintenance of good liquidity.

A material weakening of operating performance due to either
escalating competitive pressure or technological changes, or
deterioration of the liquidity profile could pressure the rating
down. Any material use of cash outside of debt reduction or lack
of progress on achieving leverage below 6 times over the next 12
to 18 months would also likely result in a negative rating action.

The potential for shareholder rewards based on the new ownership
structure and the relatively weak subscriber trends constrain the
rating. Moody's will consider a positive rating action with
expectations for sustained debt-to-EBITDA below 5 times and
sustained free cash flow in excess of 5% of debt.

The principal methodology used in rating Mediacom Communications
was the Global Cable Television Industry Methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009..

With its headquarters in Middletown, New York, Mediacom
Communications Corporation (Mediacom) offers traditional and
advanced video services such as digital television, video-on-
demand, digital video recorders, and high-definition television,
as well as high-speed Internet access and phone service. The
company had approximately 1.1 million video subscribers, 850
thousand high speed data subscribers, and 338 thousand phone
subscribers as of September 30, 2011, and primarily serves smaller
cities in the midwestern and southeastern United States. It
operates through two wholly owned subsidiaries, Mediacom Broadband
and Mediacom LLC, and its annual revenue is approximately $1.5
billion.


MESA AIR: Closing Report Filing Deadline Extended to May 19
-----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended until May 19, 2012, the deadline by
which Mesa Air Group, Inc., and its reorganized debtor affiliates
must file an application for final decree and a closing report.
Judge Glenn overruled the objection of Vincent E. Rhynes.

John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, relates that the Reorganized Debtors have made significant
progress in their cases.  The Plan, he relates, has been
substantially consummated and only a small fraction of the total
claims against the estates remain outstanding.

Approximately 1,800 claims were filed against the Debtors'
estates.  Since the Petition Date, the Debtors and Reorganized
Debtors have filed 23 omnibus claim objections.  As of Jan. 6,
2012, the Reorganized Debtors have objected to approximately 1,289
proofs of claim, which includes administrative expense claims.  In
addition, the Reorganized Debtors have succeeded in negotiating
the settlement of numerous claims asserted against certain of
their estates and obtained the voluntary withdrawal of various
proofs of claim filed in these Chapter 11 cases.  Assuming that
all pending objections are granted, as of Jan. 1, 2012, more than
90% of all claims filed in the Chapter 11 cases have been
resolved, Mr. Lucas tells the Court.  The Reorganized Debtors
expect the claim reconciliation process to be complete by
March 1, 2012, with final distributions under the Plan to follow
thereafter.

Mr. Lucas asserts that the Reorganized Debtors require additional
time to (i) continue negotiating with certain claimants to resolve
their claims without the need to file objections thereto; (ii)
prosecute the pending claim objections; and (iii) prepare the
final distribution to holders of unsecured claims and certain
taxing authority claims.

Mr. Lucas assures the Court that the extension is not sought for
improper dilatory purposes and will not unduly prejudice any
claimants.

In a pro se filing, Vincent E. Rhynes says he objects to the
request and is asking the Court to take "judicial notice" that "he
is not willing to exchange, buy into, etc. 'other' bankruptcy case
transactions, solicitation against the rights now due under a
'confirmed order' entered 01-20-2011 & plan effective date entered
03-01-2011."

                        About Mesa Air

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

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

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

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

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

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


MESA AIR: Claims Objection Deadline Extended Until May 19
---------------------------------------------------------
Judge Martin Glenn extended the deadline for the reorganized Mesa
Air and its affiliates to file objections to all proofs of claim
filed in their Chapter 11 cases and administrative expense claims
until May 19, 2012.

Since the entry of Extension Order No. 2, the Reorganized Debtors
have filed nine omnibus objections with respect to approximately
390 scheduled and filed claims.  Hearings were held or will be
held on those objections on November 22, 2011, December 22, 2011
and January 17, 2012.  As of Jan. 6, 2012, the Reorganized Debtors
have objected to approximately 1,289 proofs of claim, which
includes administrative expense claims.  In addition, the
Reorganized Debtors have succeeded in negotiating the settlement
of numerous claims asserted against certain of the Reorganized
Debtors' estates and obtained the voluntary withdrawal of various
proofs of claim filed in the Chapter 11 cases.  Assuming that all
pending objections are granted, as of January 1, 2012, over 90% of
all claims filed in these chapter 11 cases have been resolved,
John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, tells the Court.

While a substantial portion of the claims reconciliation process
has been completed, the Reorganized Debtors require additional
time to continue negotiating with certain claimants to resolve
their claims without the need to file objections thereto and to
finalize the claims reconciliation process, Mr. Lucas says.
Because these matters are ongoing, the Reorganized Debtors require
a further extension of the Claims Objection Deadline to ensure
that the claims reconciliation process proceeds appropriately and
that any remaining disputed claims are not inadvertently
overlooked or allowed claims double counted.

In addition, the Reorganized Debtors seek a further extension of
the Claims Objection Deadline with the intention of finalizing all
claims and making a final distribution so that these chapter 11
cases may be closed as expeditiously as possible, Mr. Lucas adds.

Mr. Lucas says the Reorganized Debtors believe that a further
extension of the Claims Objection Deadline through and including
May 19, 2012 is in the best interest of all parties in interest.

                        About Mesa Air

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

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

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

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

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

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


MESA AIR: Reaches Settlements With Engine Lease, et al.
-------------------------------------------------------
Reorganized Mesa Air entered into separate post-effective date
settlement agreements with several of its creditors providing for
the allowance of the creditors' claims as General Unsecured Claims
under Class 3(e):

                                                      Allowed
  Claimant                             Claim No.   Claim Amount
  --------                             ---------   ------------
  Goodrich Corporation                    1661       $1,376,541
  Engine Lease Finance Corporation        1397        3,588,642
  GSI Engines Beta Limited Partnership     690        1,775,785
  Deucalion Engine Leasing
     (Ireland) Limited                    1398        1,412,225

Engine Lease's request for payment of its administrative expenses
is deemed withdrawn with prejudice as it relates to Engine 311935.
Deucalion's request for payment of its administrative expenses is
also deemed withdrawn with prejudice.

                        About Mesa Air

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

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

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

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

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

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


MGT CAPITAL: NYSE AMEX LLC Accepts Plan of Compliance
-----------------------------------------------------
MGT Capital Investments, Inc. received notice from the staff of
the NYSE Amex LLC that the Exchange had accepted the Company's
plan of compliance with respect to previously disclosed non-
compliance with Section 704 of the listing standards of the
Exchange's Company Guide, for failure to hold an annual meeting of
its stockholders during 2011 for the fiscal year ended Dec. 31,
2010.  The Exchange accepted the Company's Plan with a targeted
date of July 3, 2012 to regain compliance with the continued
listing standards.  The Company will be subject to periodic review
by Exchange staff during the extension period.  Failure to make
progress consistent with the Plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the NYSE AMEX LLC.

MGT Capital Investments, Inc. is a holding company comprised of
MGT, the parent company, and its wholly-owned subsidiary MGT
Capital Investments (U.K.) Limited.  In addition we also have a
controlling interest in our subsidiary, Medicsight Ltd, including
its wholly owned subsidiaries.


MICHAEL BEAUDRY: U.S. Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------------
Rob Bates, senior editor at jckonline.com, reports that the United
States trustee overseeing the bankruptcy case of Michael Beaudry
Inc. has filed a motion to put the company into Chapter 7.

The report relates that spokeswoman Rebecca Moskal says that
Michael Beaudry Inc. hasn't been used for a while and is closing.
However, the designer is focusing on his new business, Beaudry
International.  She also stressed that the designer is not
personally impacted by this closure.

Michael Beaudry Inc. filed for Chapter 11 bankruptcy protection in
2009.  The Company operates a jewelry designer/manufacturing
company.


MOHEGAN TRIBAL: Reports $23.6MM Net Income in Fiscal Q1 2012
------------------------------------------------------------
Mohegan Tribal Gaming Authority reported net income of $23.67
million on $351.87 million of net revenues for the three months
ended Dec. 31, 2011, compared with net income of $12.48 million on
$335.60 million of net revenues for the same period during the
prior year.

"We are pleased with our results for the first quarter of fiscal
2012," said Mitchell Grossinger Etess, Chief Executive Officer of
the Authority.  "The increases in EBITDA and margins are quite
rewarding and reflect the passion, dedication and hard work of our
entire team over the past two years.  We are encouraged by this
momentum and confident that as the economy continues to stabilize
our business volumes will improve."

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

                        http://is.gd/beJGRA

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MORGANS HOTEL: JPMorgan Discloses 7.3% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, JPMorgan Chase & Co. disclosed that, as of
Dec. 30, 2011, it beneficially owns 2,253,524 shares of common
stock of Morgans Hotel Group Co. representing 7.3% of the shares
outstanding.  As previously reported by the TCR on Feb. 18, 2011,
JPMorgan disclosed beneficial ownership of 1,751,070 shares.  A
full-text copy of the amended filing is available for free at:

                         http://is.gd/AT6rSf

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.


NEXAIRA WIRELESS: Delays Form 10-K for Fiscal 2011
--------------------------------------------------
NexAira Wireless Inc. notified the U.S. Securities and Exchange
Commission that it was unable to file, without unreasonable effort
and expense, its Form 10-K Annual Report for the period ended
Oct. 31, 2011, because its auditors have not yet completed the
audit.  It is anticipated that the Form 10-K Annual Report, along
with the audited financial statements, will be filed on or before
the 15th calendar day following the prescribed due date of the
Company's Form 10-K.

                      About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.

The Company reported a net loss of $2.99 million on $947,826 of
revenue for the nine months ended July 31, 2011, compared with
a net loss of $3.37 million on $1.30 million of revenue for the
same period a year ago.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.

The Company's balance sheet at July 31, 2011, showed $2.59 million
in total assets, $6.58 million in total liabilities, all current,
and a $3.99 million total shareholders' deficit.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.


NORD RESOURCES: Sprott Inc. Discloses 7.7% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sprott Inc. disclosed that as of Dec. 31,
2011, it beneficially owns 8,894,100 shares of common stock of
Nord Resources Corporation representing 7.7% of the shares
outstanding.  As previously reported on Jan. 27, 2011, Sprott
disclosed beneficial ownership of 8,952,300 shares.  A full-text
copy of the amended filing is available for free at:

                       http://is.gd/eAC8s1

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

As reported by the TCR on April 4, 2011, Mayer Hoffman McCann
P.C., in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted as of Dec. 31, 2010, and 2009, the Company reported
a deficit in net working capital of $39,929,666 and $7,652,818,
respectively.  The Company's significant historical operating
losses, lack of liquidity, and inability to make the requisite
principal and interest payments due under the terms of the
Company's credit agreement with its senior lender raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.

The Company reported a net loss of $21.20 million on
$28.64 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $392,438 on $19.91 million of net
sales during the prior year.

The Company also reported a net loss of $7.08 million on
$11.98 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $10.08 million on $22.60 million
of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $57.81
million in total assets, $62.52 million in total liabilities and a
$4.70 million in total stockholders' deficit.


NORTHCORE TECHNOLOGIES: TSX Extends Review of Stock Listing
-----------------------------------------------------------
The Toronto Stock Exchange has informed Northcore Technologies
Inc. that it extended its review process with respect to continued
listing of its securities on the TSX.

Northcore has made initial representation to the TSX regarding its
adherence to the continued listing requirements and will continue
to work closely with the TSX throughout the process.  Management
was pleased to present detailed information in regards to the
significant progress that the Company has made leading up to the
close of fiscal year 2011 and share insights into its progressive
plans for 2012.

Notable achievements included the asset acquisition of all
Discount This Holdings Limited's Intellectual Properties and the
removal of all non-operational debt from the Company's balance
sheet.  The company is also currently pursuing an accretive merger
and acquisition strategy that will further strengthen its position
in regards to the TSX guidelines.

Management is optimistic that these efforts will yield a positive
outcome for all stakeholders and that Northcore will continue to
build on the important, sequential progress evidenced during the
prior fiscal year.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


PHILADELPHIA ORCHESTRA: Raises $35-Mil. in Gifts and Pledges
------------------------------------------------------------
Peter Dobrin at Philly.com reports that the Philadelphia Orchestra
Association has made progress in the campaign to finance its
reorganization and operations for several years beyond an expected
exit from bankruptcy.

The report relates orchestra chairman Richard B. Worley said about
$35.5 million has been committed in gifts and pledges on the way
to an immediate goal of $44 million.

According to the report, in addition to previously announced gifts
from the William Penn Foundation and other local philanthropists,
the orchestra has nailed down two anonymous donations totaling
$5.5 million, $1 million from Dorrance Hill Hamilton, and gifts
from 50 members of its own board.  Additional challenge grants are
available if $6.5 million can be raised by Aug. 31.

The report says the total needed, though, is more than the
orchestra has ever before attempted to raise: an estimated $160
million to $170 million for operations and endowment.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PINNACLE AIRLINES: Wayne King Discloses 3.1% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Wayne King and his affiliates disclosed that, as of
Jan. 27, 2012, they beneficially own 601,964 shares of common
stock of Pinnacle Airlines Corp. representing 3.15% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Uu0re2


                    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.


POINT AT POST FALLS: Developer Has Arrest Warrant
-------------------------------------------------
Brian Walker at CDApress.com reports that Post Falls Landing
developer Harry Green has a warrant out for his arrest, in
addition to being sued and facing bankruptcy.

According to Kootenai County Records, Mr. Green is wanted for
failure to appear for selling alcohol without a license at the
marina of the 33-acre, multi-use project on the Spokane River next
to the Post Falls Dam.  Mr. Green's bond is $5,000 and the warrant
was issued on Jan. 12, 2012.

The report says Liberty Bankers Life Insurance Company, a creditor
on the Landing project, is suing Mr. Green, his wife Jann and his
dissolved Spokane corporation, The Point at Post Falls, LLC, for
$8.2 million.

The report notes that the suit came after Green filed Chapter 11
corporate bankruptcy on Dec. 19, 2011, the morning an auction sale
on the property was scheduled.  The bankruptcy canceled the sale.

The report relates that Mr. Green sought permission from the court
to employ attorney Ford Elsaesser for $375 per hour, attorney
Bruce Anderson for $325 per hour and support staff $95 per hour to
represent him.  However, Lukins and Annis, the firm representing
Liberty Bankers, last week filed an objection, stating those rates
are "excessive and not commensurate with attorney's fees in the
District of Idaho."

The report adds that a hearing on the objection, along with
Liberty's request to determine whether Mr. Green will be
considered a "single asset real estate" debtor, are set for
March 13, 2012.

The report further says that Liberty is trying to prove that Mr.
Green is not a single asset debtor, which would remove protections
from creditors and allow them to try to liquidate the assets to
get paid.

The Point at Post Falls LLC dba Post Falls Landing is located in
918 South Lincoln Spokane, Washington.  The Company filed for
Chapter 11 protection on Dec. 19, 2011, in the U.S. Bankruptcy
Court in Washington (Case No. 11-21607).  Judge Terry L. Myers
presides over the case.  Bruce A Anderson, Esq., represents the
Debtor.


POPULAR INC: Fitch Affirms 'B+' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of both Popular, Inc. (BPOP) and the sub-holding company,
Popular North America, Inc.'s (PNA) at 'B+'.  At the same time,
Fitch has affirmed the bank subsidiary ratings including Banco
Popular de Puerto Rico (BPPR) and Banco Popular North America
(BPNA) at 'BB-'.  Fitch has revised the Rating Outlook at the
holding companies, BPOP and PNA, to Positive.  The Rating Outlook
remains Stable at the subsidiary banks, BPPR and BPNA.

Fitch has revised its Rating Outlook to Positive from Stable for
BPOP and PNA as the company turned profitable in 2011 and Fitch
believes a modest level of profitability is sustainable.
Incorporated in the revised Outlook is the view that the bank
subsidiaries will not require additional capital from the parent.

Fitch views current regulatory capital ratios at BPPR and BPNA as
healthy with a good cushion above well-capitalized minimum
requirements.  At Sept. 30, 2011, BPNA Tier 1 RBC totaled 20.0%
and BPPR reported Tier 1 RBC of 11.88%.  Prudent liquidity
management is important for BPOP given the sizeable amount of
total debt outstanding (roughly $1.2 billion of which $935 million
is trust preferred securities, including securities issued under
the U.S. Treasury's Troubled Assets Relief Program (TARP) that
mature in 20-plus years.  The company is currently operating with
2x coverage of its total debt interest expense, which Fitch
considers sufficient given manageable near-term debt obligations
(about $45 million maturing in 2012).  Fitch notes that the
possible removal of the Memorandum of Understanding (MOU) with
regulators at the holding company and continued liquidity
management that is appropriate relative to its debt service could
lead to an equalization of the holding company and bank ratings.

Fitch's affirmation is supported by BPOP's improved capital and
liquidity and good Pre-provision Net Revenue (PPNR).  Further,
throughout the credit downturn and a consolidation of the banking
sector in Puerto Rico, BPOP continued to post good PPNR/Avg
Assets, which averaged 2.16% for the last five consecutive
quarters.  The company's strong franchise in Puerto Rico is also
viewed positively as it holds the number one market share position
for loans and deposits by a wide margin at 32% and 42%,
respectively.  Offsetting, the company still faces asset quality
challenges given the prolonged recession and the weak real estate
market conditions in Puerto Rico.  The company continues to
operate with elevated levels of NPAs (which includes restructured
loans) and NCOs, which totaled 11.83% and 2.36% for 3Q11,
respectively.  Fitch notes the level of NPL inflows has slowed
compared to the previous year, excluding purchased impaired loans.

Following a return to profitability and previous capital actions
by management, Fitch views BPOP's capital position as adequate
(given a still high level of risks) with a TCE of 8.83% and Tier 1
Common of 12.02%.  As previously noted, Fitch analyzed and
reviewed the company's commercial real estate (CRE) exposures in
Puerto Rico and the U.S. through various stress scenarios.
Additionally, Fitch also reviewed potential losses in BPOP's home
equity and mortgage books under a baseline and stress scenarios.
In Fitch's view, BPOP's tangible and regulatory capital position
remains at levels viewed as acceptable for the current rating
level.  Based on continued profitability, BPOP's capital position
should benefit from internal generation of capital.

The Rating Outlook for the bank subsidiaries is Stable. Fitch
expects asset quality pressures will persist throughout 2012 for
BPOP given its concentration in Puerto Rico impacted by the
conditions of the local economy and real estate sector.  However,
BPOP's capital position and reserve coverage (3.07%) provide
adequate support for potential losses on a consolidated basis.
Incorporated in Fitch's affirmation is also the view that BPOP
will remain profitable into 2012.

BPOP's financial and credit performance is presently in-line with
similarly rated peers and within current expectations.  Should
levels of NPAs and NCOs trend to more normalized levels, Fitch
would review the ratings for possible upgrade.  However, Fitch
would revisit BPOP's Outlook and/or ratings if credit trends,
particularly in its Puerto Rico portfolio, were to significantly
deteriorate, specifically requiring more capital from its parent
company.

The following ratings were affirmed. The Outlook is Positive.

Popular, Inc.:

  -- Long-term IDR at 'B+';
  -- Senior unsecured at 'B+/RR4'';
  -- Short-term IDR at 'B';
  -- Short-term Debt at 'B'.
  -- Viability at 'b+'
  -- Support at '5'
  -- Support floor at 'NF'.

Popular North America, Inc.

  -- Long-term IDR at 'B+;
  -- Senior unsecured at 'B+/RR4';;
  -- Short-term IDR at 'B';
  -- Short-term Debt at B
  -- Viability rating at 'b+'
  -- Support at '5'
  -- Support floor at 'NF'.

The following ratings were affirmed. The Outlook is Stable.

Popular, Inc.:

  -- Preferred stock at 'CCC/RR6';

Banco Popular North America

  -- Long-term IDR at 'BB-';
  -- Long-term deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term deposits at 'B'.
  -- Viability rating at 'bb-'
  -- Support at '5'
  -- Support floor at 'NF'.

Banco Popular de Puerto Rico

  -- Long-term IDR at 'BB-';
  -- Long-term deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term deposits at 'B';
  -- Viability rating at 'bb-';
  -- Support at '5'
  -- Support floor at 'NF'.

BanPonce Trust I

  -- Trust preferred at 'CCC/RR6'.

Popular Capital Trust I

  -- Trust preferred at 'CCC/RR6'.

Popular Capital Trust II

  -- Trust preferred at 'CCC/RR6'.

Popular North America Capital Trust I

  -- Trust preferred at 'CCC/RR6'.

Popular Capital Trust III

  -- Trust preferred at 'CCC/RR6'.


QUANTUM CORP: Xerox's Cloud Services to Influence Company's Tech.
-----------------------------------------------------------------
Quantum Corporation announced that new cloud backup and disaster
recovery services offered by Xerox Corp. will leverage advanced,
patented data deduplication and virtual server protection
technologies from the Company.

Small-and mid-sized businesses seeking cloud services previously
only available to global corporations can now transform their
business operations using a new suite of cloud services from Xerox
Corporation.

The services will be sold through Xerox's value-added resellers
and include Infrastructure as a Service for midrange and Intel
systems; Cloud Backup; and Disaster Recovery services.

Xerox's business cloud services ensure that a Company's
applications, data and IT platforms are secure.  These services
also manage workload demand and are priced to serve SMBs that have
annual revenue of $10 million to $250 million.

"Cloud technology is often presented as a complex, 'big company'
infrastructure solution.  But, in fact, managing IT operations in
the 'cloud' is just as relevant and affordable for smaller
companies and can be even more impactful," said Ken Stephens,
senior vice president of Xerox Cloud Services.  "Expanding Xerox's
IaaS and Backup and Recovery services to SMBs is the next step
toward offering a full suite of business cloud services that SMBs
can access on a 'pay-as-you-go' model."

"Xerox extending its sales efforts to SMBs through VARs is a smart
move, especially in the growing cloud space," said Ben Trowbridge,
CEO at Alsbridge, a global advisory firm.  "It's a logical
extension of their longstanding enterprise services, with more
opportunities to sell additional Xerox products and services
relevant to SMBs."

"No matter the size, scope or location of a company, there's a
common denominator: how to manage costs and risks.  Xerox delivers
a utility model approach, intense security controls, systems and
data redundancy, even a customized company-wide disaster recovery
plan," added Stephens.

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2011, showed $394.19
million in total assets, $443.32 million in total liabilities and
a $49.13 million total stockholders' deficit.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUINTESSENTIAL CHOCOLATES: Blames Dispute With IRS for Bankruptcy
-----------------------------------------------------------------
Patrick Danner at MySanAntonio.com reports that Quintessential
Chocolates Co. Inc. filed on Jan. 27, 2012, for bankruptcy
protection in San Antonio, Texas, listing total assets of $30,786
and total liabilities of $135,883.

According to the report, Lecia Duke, who has owned and operated
the Fredericksburg business for 27 years, blamed the Chapter 11
filing on a long-running dispute with the Internal Revenue
Service.

The report says Quintessential Chocolates' bankruptcy shows it
owes "$0.00" to the IRS, but tax liens recorded in Gillespie
County by the IRS indicate about $200,000 -- primarily in overdue
payroll taxes -- was owed by a related company called
Quintessentials Inc. as of last week.

The report relates that Ms. Duke said the IRS had been levying her
accounts at least once a week.  A levy is a legal seizure of
property to satisfy a tax debt.  The bankruptcy filing freezes the
IRS' collections process, Ms. Duke explained.

Quintessential Chocolate -- http://www.chocolat-tx.us/--
specializes in Handmade Gourmet Chocolates including Truffles,
Silk fudge, Colettes, Creams, Caramels, Turtles, Nut Clusters.


QUIZNOS: Completes Financial Restructuring; ACG Becomes New Owner
-----------------------------------------------------------------
Steve Rabbe at Denverpost.com reports that Quiznos has completed a
previously announced financial restructuring that gives control of
the company to a New York hedge fund.

According to the report, Avenue Capital Group becomes the majority
owner of Quiznos by virtue of Avenue's $150 million equity
infusion and the conversion of its debt to equity.

"Improving our balance sheet and putting our capital structure
issues behind us are major steps forward to strengthening the
Quiznos brand and our customer experience," the report quotes Greg
MacDonald, Quiznos chief executive officer, as stating.

The report says Avenue Capital's conversion of debt to equity
eliminates about $300 million, or slightly more than one-third, of
Quiznos' total debt of $875 million.


RANCHO HOUSING: Wants Plan Filing Deadline Extended Until May 21
----------------------------------------------------------------
Rancho Housing Alliance, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to extend its exclusive
deadline to propose a Chapter 11 plan of reorganization through
May 21, 2012.  The Debtor also seeks extension of the period
within which it has the exclusive right to solicit acceptances of
that Plan through July 20.

This is the Debtor's second request for an extension of the
Exclusivity Periods.

On Dec. 29, 2011, the California Supreme Court effectively
abolished municipal redevelopment agencies and struck down
companion legislation permitting redevelopment agencies to exist
under certain funding restrictions.

No successors-in-interest to the redevelopment agencies have been
designated.  As a result, the Debtor will not be able to continue
negotiations with redevelopment agency creditors regarding the
terms of its Plan, nor will the Debtor be able to continue
negotiating with its erstwhile redevelopment partners regarding
funding for its charitable works.  Accordingly, the Debtor needs
additional time for successor entities to be formed and to begin
negotiating with those successors.

                  About Rancho Housing Alliance, Inc

Rancho Housing Alliance, Inc., is a California non-profit public
benefit corporation authorized and operating pursuant to Division
2 of Title I of the California Corporations Code.  RHA has members
but does not issue equity securities of any kind.  Each member
also serves on the Debtor's board of directors.  However,
operational control of the Debtor rests with its Executive
Director, Mr. Jeffrey Hays.

RHA's specific charitable purposes are to benefit and support
another California non-profit public benefit corporation known as
Desert Alliance for Community Empowerment, Inc.  In assisting
DACE, RHA, among other things, provides affordable, decent, safe
and sanitary housing for low income persons where adequate housing
does not exist and assists low-income households to secure
education, training and services for self-sufficiency.  In meeting
these goals, RHA owns and operates a number of properties and
programs.

RHA filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.

The bankruptcy filing was precipitated when the City of Coachella
Redevelopment Agency filed a judicial foreclosure action on the
Tierra Bonita project and began threatening to do so with respect
to the Calle Verde Project.  The aggregate debt for both projects
is roughly $6 million, with a potential deficiency judgment that
could reach $4.9 million.


RENASCENT INC: Court Confirms 2nd Amended Plan of Reorganization
----------------------------------------------------------------
On Jan. 13, 2012, the U.S. Bankruptcy Court for the District of
Montana granted final approval to the Second Amended Disclosure
Statement explaining Renascent, Inc.'s Second Amended Plan of
Reorganization, both filed on Dec. 20, 2011.

The Bankruptcy Court also confirmed Debtor's Second Amended Plan
of Reorganization confirmed at the January 12 hearing.  All
ballots voted to accepted the Plan, according to Jon R. Binney,
Esq., counsel for the Debtor.

The Debtor's Second Amended Plan of Reorganization contemplates a
combination of:

   a. the development and sale of the Debtor's real estate (81 &
      83 Bell Crossing); and

   b. continuing claims against the State of Montana and Ravalli
      County, continuing claims in Adversary #11-00045 against
      Countrywide Home Loans, Inc.; BAC Home Loans Servicing LP
      fka. Countrywide Home Loans, Servicing, LP; Thornburg
      Mortgage Securities Trust 2007-3; Recontrust Company NA;
      Mortgage Electronic Registration System, Inc.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/renascentinc.doc229.pdf

The Plan designates 5 Classes of Claims and Interests:

Class I - Administrative Expenses.  This class is unimpaired.
This Class will be paid within 30 days of approval of fees by the
Court.  There is currently approximately $59,715 owed to Binney
Law Firm; Markette & Chouinard $10,167; Goetz Law Firm, $12,520;
and Henningsen, Vucurovich & Richardson, PC, $2,281.
amount unknown.

Class II ? Thornburg Mortgage Securities Trust/BAC Home Loan
Financing -- Disputed mortgage on residence located at 81 Bell
Crossing, Victor, Montana.  The Debtor instituted an adversary
proceeding to determine validity and extent of lien.  There will
be no payments until the Court determines whether a valid debt is
owed to this creditor, if so, whether the debt is secured against
the above referenced property.  In the even there is a final
determination in favor of this creditor, the amount of the debt
will be paid with 4% p.a. interest only monthly payments with a
balloon payment at 5 years after confirmation of the Chapter 11
Plan.

Class III - Farmers State Bank -- 1st mortgage on 83 Bell
Crossing, Victor, Montana.  The fully secured claim in the amount
of $501,962 will be paid with contractual rate interest only
monthly payments of $3,389.34 to begin 30 days after confirmation
of the Chapter 11 Plan with a balloon payment at 5 years after
confirmation of the Chapter 11 Plan.

Class IV - Rebecca L. DeSilva Trust (79% Fractional Interest) /
Creative Finance & Investments, LLC, PSP (21% Fractional Interest)
-- 2nd mortgage on 83 Bell Crossing, Victor, Montana.  The fully
secured claim in the amount of $190,976 will be paid 12.5% per
annum interest monthly payments of $1,989 to begin 30 days after
confirmation of the Chapter 11 plan with a balloon payment at
4 years after confirmation of a Chapter 11 Plan.

Class V - Unsecured Creditors.  The Debtors will pay unsecured
creditors whose claims are allowed plus accruing interest at 4%
per annum with 4 annual interest only payments commencing one year
after confirmation.  The remaining balance of all unsecured claims
and any accrued interest will be paid in full through a balloon
payment at 4 years after the confirmation of the Chapter 11 Plan.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., owned two large tracts of
property in Ravalli County, Montana when it filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.
This property was sold in two sales for $2.5 million on July 14,
2001.

In addition, there is a 170 acre parcel of land consisting of 2
tracts of contiguous land near Stevensville, Montana (83 Bell
Crossing and 81 Bell Crossing).

Jon R. Binney, Esq., at Binney Law Firm, P.C., in Missoula,
Montana, represents the Debtor.  David Markette, Esq., and Dustin
Chouinard, at Markette & Chouinard, serve as the Debtor's special
counsel.  There was no official committee appointed in the
Debtor's case.  The Company disclosed $13,131,199 in assets and
$7,278,420 in liabilities as of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


ROUNDY'S SUPERMARKETS: Moody's Rates First Lien Debt at '(P)B1'
---------------------------------------------------------------
Moody's Investors Service assigned a provisional rating of B1 to
Roundy's Supermarkets Inc.'s proposed $125 million first lien
revolving credit facility and proposed $675 million first lien
term loan. The proposed credit facilities will refinance the
existing debt concurrently with a planned IPO in February 2012.
Proceeds from the IPO are expected to partially be used to repay
Roundy's existing debt.

Additionally, Moody's affirmed the company's B2 corporate family
and probability of default ratings with a negative outlook.
Moody's also affirmed the B1 rating of the company's $95 million
revolver and $634 million first lien term loan and the Caa1 rating
of the company's $150 million second lien term loan.

The provisional ratings are subject to closure of the transaction
as proposed, and Moody's review of final documentation. Upon
completion of the transaction, the provisional ratings will be
removed and debt instruments will be rated B1. Additionally,
ratings on the existing term loans and revolver, due 2012, will be
withdrawn upon closing.

Given the change in the proposed capital structure, Roundy's
probability of default rating could likely be lowered to B3
consistent with Moody's Loss Given Default methodology for an all
first lien debt structure. Moreover, the ratings outlook is also
likely to be stabilized if refinancing is consummated as proposed,
reflecting an improvement in liquidity.

"The resolution of the pending debt maturities is a critical
rating factor and Moody's therefore views a refinancing as key to
improved liquidity and financial flexibility", Moody's Senior
Analyst Mickey Chadha stated. "Failure to close the proposed
transactions could result in further negative pressure on the
ratings", Chadha further stated.

RATINGS RATIONALE

The company's B2 corporate family rating reflects its high
leverage, small size, geographic concentration, weak liquidity and
financial policies skewed towards shareholder returns. Additional
rating factors include Roundy's good regional presence, relatively
stable operating performance in a stressed operating environment
and adequate liquidity.

These ratings are affirmed:

Roundy's Supermarket's Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2

The following ratings are affirmed and will be withdrawn upon
closing of the proposed transaction:

$95 million First Lien Revolving Credit Facility expiring 2012 at
B1 (LGD 3, 38%)

$634 million First Lien Term Loan B maturing 2013 at B1 (LGD 3,
38%)

$150 million Second Lien Term Loan maturing 2016 rated Caa1 (LGD
5,77%).

The following provisional ratings are assigned and will be
affirmed upon closing of the proposed transaction:

Roundy's Supermarkets Inc.

Proposed new $125 million First Lien Revolving Credit Facility
expiring February 2017 at (P) B1 (LGD 2, 26%).

Proposed new $675 million First Lien Term Loan maturing February
2019 at (P) B1 (LGD 2, 26%).

The negative outlook reflects the company's weak liquidity
demonstrated by the pending debt maturity and the thinning cushion
under the financial covenants. Outlook could be stabilized upon
the satisfactory resolution of the company's debt maturities
reflecting liquidity to be adequate and if there are no material
changes in financial policies.

Ratings are unlikely to be upgraded in the near to medium term
given the negative outlook. In the longer term, ratings could be
upgraded if debt/EBITDA is sustained below 5.25 times and EBITA to
interest is sustained above 2.0 times.

Ratings could be downgraded if operating performance deteriorates
such that same store sales or operating margins demonstrate a
declining trend or if liquidity deteriorates or if pending debt
maturities are not resolved. Rating could also be downgraded if
financial policies result in deterioration of cash flow or credit
metrics. Quantitatively ratings could be downgraded if debt/EBITDA
is sustained above 6.0 times or EBITA/interest is sustained below
1.5 times.

The principal methodology used in rating Roundy's Supermarkets Inc
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.

Roundy's Supermarkets Inc., headquartered in Milwaukee, Wisconsin,
owns and operates 159 retail grocery stores in Wisconsin and
Minnesota primarily under the Pick 'n' Save, Copps, and Rainbow
banners. In addition to its retail stores, Roundy's acts as
supplier to one independent retailer in the Midwestern U.S. Annual
revenues are about $3.8 billion for the LTM period ended October
1, 2011. The company is majority owned by Willis Stein funds.


RURAL/METRO CORP: Moody's Assigns 'Caa1' Rating to $95MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Rural/Metro
Corporation's ("Rural/Metro") proposed $95 million senior
unsecured notes and affirmed existing ratings including B2
corporate family and probability of default ratings. The proceeds
from the note issuance, combined with $20 million of sponsor
equity, are expected to be used to finalize the financings of two
acquisition -- Pacific Bowers and Professional Medical Transport,
Inc. The outlook was changed to negative from stable.

These ratings were assigned:

$95 million unsecured notes, due 2018, assigned Caa1 (LGD5, 80%).

The following ratings were affirmed and point estimates changed:

Corporate family rating, affirmed at B2;

Probability of default, affirmed at B2;

$100 million revolving credit facility, due 2016, affirmed at Ba3,
LGD rate changed to LGD2, 24% from LGD2, 30%;

$321 million term loan, due 2018, affirmed at Ba3, LGD rate
changed to LGD2, 24% from LGD2, 30%;

$200 million unsecured notes, due 2018, affirmed at Caa1, LGD rate
changed to LGD5, 80% from LGD5, 85%.

Ratings Rationale

The ratings outlook was changed to negative from stable to reflect
Rural/Metro's aggressive acquisition growth strategy that has lead
to increase in debt leverage and weaker liquidity profile. Growth
through acquisitions has resulted in an increase of debt-to-EBITDA
well above 6 times and Moody's does not anticipate it to decline
substantially over the next year. If Rural/Metro is unable to
deleverage in the next six to twelve months, the ratings could be
downgraded.

The B2 corporate family rating continues to reflect the company's
highly leveraged balance sheet, limited projected positive free
cash flow, and aggressive financial policy. Further, the B2 rating
considers Rural/Metro's significant revenue concentration as
government payors represent approximately 60% of total revenues.
While the near-term reimbursement environment for ambulance
services is stable as 2012 Medicare rates are currently set to
increase 2-3% in 2012, Moody's believes that both the Medicare and
Medicaid programs remain fragile due to uncertain economic outlook
and fiscal budget concerns.

The B2 corporate family rating favorably reflects Rural/Metro's
continued revenue and EBITDA growth through new contract wins and
acquisitions as well as an increase in the company's average
patient charge. The rating also considers Moody's expectation that
Rural/Metro will continue to maintain its market share and enter
into new markets through de novos.

An upgrade is unlikely in the near future, however the outlook
could be change to stable if Rural/Metro's liquidity profile were
to improve and debt-to-EBITDA were to decline below 5.5 times on a
sustained basis. Additionally, Moody's will consider the
reimbursement environment in Moody's ratings action.

The ratings could be downgraded if free cash flow turns negative
on a sustained basis. If Rural/Metro is unable to deleverage in
the next six to twelve months, the ratings could be downgraded. In
addition, if Rural/Metro fails to renew contracts and/or
reimbursement environment becomes more challenging, the ratings
could be pressured. Furthermore, any escalation in legal matters
could place pressure on the ratings.

Rural/Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire rescue, and home
healthcare services in 20 states and approximately 460 communities
within the United States. The services are provided under contract
with government entities, hospitals, healthcare facilities and
other healthcare organizations. Net revenue for the twelve months
ended September 30, 2011 was approximately $576 million.
Rural/Metro was bought by Warburg Pincus in 2011.

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


SAINTS MEDICAL: Moody's Confirms 'Caa1' Long-Term Bond Rating
-------------------------------------------------------------
Moody's Investors Service has confirmed the Caa1 long-term bond
rating assigned to Saints Medical Center's (SMC) $45 million of
outstanding bonds issued by the Massachusetts Health & Educational
Facilities Authority. The rating is removed from watchlist for
possible downgrade, and the outlook is negative.

SUMMARY RATING RATIONALE: The rating confirmation is due to some
stabilization of financial performance through the first quarter
of FY 2012. The rating is removed from watchlist but the rating
outlook is negative reflecting Moody's continued concerns
regarding SMC's ability to remain financially viable should the
organization not finalize a merger with a strategic partner. SMC
and Lowell General Hospital (LGH) announced their intention to
affiliate in Fall 2011, but a definitive agreement has not yet
been signed and governance and management structures under a SMC
and Lowell General Hospital merger are not clear at this time.
Additional rating pressure may be present if a deal with LGH is
not finalized within the near term.

CHALLENGES

*In the past year and a half, SMC experienced two failed merger
attempts, first with Covenant Health Systems in September 2010,
and then Steward Health Care System in October 2011; a possible
affiliation with Lowell General Hospital ("LGH", rated Baa1/Stable
by Moody's) is under negotiation

*Unrestricted cash and investments continue to decline for the
fourth consecutive year, with system cash and investments totaling
just $12.7 million (31 days cash on hand) as of September 30,
2011, down from $16.8 million (41 days cash on hand) at fiscal
yearend (FYE) 2010; cash declined further to $10.4 million (26
days cash on hand) as of December 31, 2011 and liquidity is very
thin, particularly with respect to SMC's debt as cash-to-debt was
just 22.9% at December 31, 2011

*Operating performance showed substantial declines in FY 2011,
marking the fifth year of operating losses for SMC; performance is
particularly weak as evidenced by operating margin of -7.9% and a
negative operating cash flow margin of -1.9%

*The hospital is highly leveraged with Moody's-adjusted maximum
annual debt service (MADS) coverage of -0.27 times in FY 2011; SMC
was in violation of its 1.1 times rate covenant when it is
measured at fiscal yearend; the bond documents call for a
consultant call-in as a remedy for the covenant violation

*If a definitive agreement with LGH is not reached and steps are
not taken to shore up SMC's financial performance and balance
sheet position and cash continues to decline, Moody's cannot rule
out the possibility of a bankruptcy filing or debt
restructuring/workout

STRENGTHS

*Improved performance through the first quarter of FY 2012 with a
2.0% operating margin and 7.6% operating cash flow margin

*Utilization trends have somewhat stabilized, with combined
inpatient admissions and observations essentially flat in FY 2011;
however, Moody's notes that physician departures continue

*Conservative, fixed-rate only debt structure without any existing
swaps

*Debt service reserve fund present

OUTLOOK

The outlooks is negative, reflecting Moody's concerns regarding
SMC's ability to finalize a transaction with a long-term strategic
partner in a timely manner in order to avoid continued financial
and operational deterioration and further declines in unrestricted
cash and investments.

WHAT COULD MAKE THE RATING GO UP

Material improvement in financial performance and cash flow
generation; growth of unrestricted cash to significantly higher
levels allowing the hospital to pursue strategic investment;
affiliation with a strategic partner that results in a reduction
of debt or sizeable capital injection; a rating upgrade is
unlikely in the near term.

WHAT COULD MAKE THE RATING GO DOWN

Additional decline of unrestricted cash and investments; loss of
additional physicians, patient volumes, and/or market share;
further erosion to financial performance; inability to consummate
an affiliation with a strategic partner.

The methodology used in this rating was Not-for-Profit Hospitals
and Health Systems published in January 2008..


SCHOLASTIC CORP: Moody's Raises Corporate Family Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded Scholastic Corporation's
(Scholastic) Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to Ba1 from Ba2 and its senior unsecured
notes to Ba2 from B1. The upgrade is based on Moody's expectation
that Scholastic will be able to sustain its low leverage profile,
continue to generate meaningful free cash flow, and maintain its
earnings base as its publishing businesses evolve to digital from
print-based distribution methods. The rating outlook is stable.

Upgrades:

   Issuer: Scholastic Corporation

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2,
      LGD5 - 88% from B1, LGD5 - 88%

Outlook Actions:

   Issuer: Scholastic Corporation

   -- Outlook, Changed To Stable From Positive

RATINGS RATIONALE

Scholastic's Ba1 CFR reflects its strong global position in
children's book publishing, good free cash flow generation, and
low debt-to-EBITDA leverage. Book publishing is a mature and price
competitive business that Moody's expects will transition to
digital distribution over the long-term. Moody's believes the
children's book market that is Scholastic's primary area of focus
will shift more slowly than the broader book market. The digital
transition creates uncertainty, but Scholastic's author and school
relationships, sizable brand portfolio, and content development
capabilities position it well to manage the transition over the
intermediate term provided it continues to pro-actively invest in
its digital capabilities. Scholastic's editorial and marketing
support and access to multiple distribution outlets (including
proprietary school-based channels) should also allow the company
to manage the potential disintermediation risk associated with
authors distributing more directly to consumers. Moody's expects
the transition to be choppy, but growth opportunities in
educational technology and in international markets will provide
overall diversity and stability to the revenue base.

Scholastic's low debt-to-EBITDA leverage (2.2x LTM 11/30/11
incorporating Moody's standard adjustments and after pre-
publication/royalty spending) provides considerable financial
flexibility to re-invest in digital tools and other growth
initiatives. Scholastic is likely to manage its balance sheet
conservatively to maintain investment flexibility until the
digital transition has gained more traction and the earnings
prospects become clearer. Nevertheless, Scholastic will likely
slow the pace of debt reduction relative to recent years and
devote free cash flow to acquisitions and shareholder
distributions given its modest overall debt level. CEO and
ownership succession are long-term event risks.

The company's low margins history of erratic earnings performance
are concerns. However, Scholastic has shown greater discipline
over the last 3-5 years in closing unprofitable business/product
lines, aligning its cost and capital base with revenue prospects,
and organically investing in growth initiatives. Scholastic is
generating meaningfully positive free cash flow, and has returned
debt below the level that existed prior to the challenging June
2000 Grolier acquisition through steady repayment.

The stable rating outlook reflects Moody's expectation that
Scholastic will generate flat to low single digit increases in
revenue and EBITDA, continue to re-invest in digital distribution
tools, generate meaningful free cash flow, and maintain its modest
leverage position over the next 12-18 months. Moody's also expects
Scholastic will fund the April 2013 maturity of its $152 million
senior notes from cash, projected free cash flow and, if
necessary, borrowings under its undrawn $325 million revolver
(maturing June 2014), although the company may opportunistically
seek to extend its maturity profile.

Moody's is unlikely to consider an upgrade until the children's
book publishing market has made further progress transitioning to
digital distribution and Scholastic can demonstrate an ability to
maintain and grow its earnings base and margins as this transition
occurs. Moody's would also need to be comfortable that long-term
event risks would not impair Scholastic's ability to achieve and
maintain a strong liquidity position and conservative credit
metrics, including debt-to-EBITDA in a mid to low 1x range.

The ratings could be downgraded if Moody's becomes more concerned
regarding Scholastic's ability to maintain its earnings base as
publishing shifts to digital from print-based formats. In
addition, operating weakness, acquisitions or shareholder
distributions that lead to debt-to-EBITDA leverage above 2.5x or
free cash flow-to-debt below 12.5% could lead to a downgrade. A
deterioration in liquidity including an unexpected inability to
manage upcoming maturities, increased revolver usage that
diminishes capacity to manage the highly seasonal cash flow, or
materially lower headroom under financial maintenance covenants
could also create negative rating pressure.

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

Scholastic, headquartered in New York, N.Y., is a publisher and
distributor of children's books, classroom and professional
magazines, educational technology, and instructional materials,
with operations in the United States, Canada, the United Kingdom,
Australia, New Zealand and Southeast Asia. Revenue for the twelve
months ended November 2011 was approximately $1.95 billion.


SCOTTSDALE CANAL: Unsecureds to Get 5% Distribution Within 3 Years
------------------------------------------------------------------
Scottsdale Canal Development, LLC, has filed a disclosure
statement in support of its Plan of Reorganization dated Jan. 19,
2012.

The Company is currently negotiating with a number of
counterparties to restructure its balance sheet by a combination
of raising additional financing, and potentially selling the Five
Acre Parcel (referring to northern five plus acres of the
Camelback Property located along the Arizona Canal) to a multi-
family developer.

The Debtor's Plan will be implemented through a Bridge Loan, a
Second Stage Financing, sales of property and a cash contribution
of not less than $250,000 by existing equity.

The Bridge Loan in an amount of between $23 million and
$26 million will be provided by Divinity Capital, in return for
which Divinity Capital will retain a 20% equity interest in the
Reorganized Debtor.

The initial proposal by Divinity Capital will be to fund a
$20,000,000 cash buyout of IMH.  Upon payment of IMH's cash out,
IMH's Note and lien positions will be assigned to Divinity Capital
as collateral security for the Bridge Loan.  The Bridge Loan will
provide additional time for the Reorganized Debtor to finalize the
Second Stage Financing.  Upon satisfaction of the Bridge Loan
through Second Stage Financing, Divinity Capital will satisfy and
release the collateral security of IMH's secured debt.  Divinity
Capital would retain the 20% equity interest in the Reorganized
Debtor after repayment.

If the cash out option to IMH is not approved by the Court for any
reason, the Bridge Loan from Divinity Capital will be used to fund
$20,000,000 to SRT to move the substation, to pay $2,030,000 to
IMH for the 68th Street Property in full, and to fund other
amounts under the Plan.

IMH asserts that it is owed in excess of $174 million, which
purportedly includes over $102 million in default interest, fees
and other charges, secured by a blanket lien over all of SCD's
Real Property, which is junior to the lien interests held by Canal
Loan (who asserts that it is owed $2,057,968), Crystal Lake (who
asserts that it is owed $960,511) and Iveyfund (owed $565,000).

Pursuant to the Plan, the Reorganized Debtor may elect to make a
cash payment to IMH of $20,000,000 on the Effective Date in full
satisfaction of its Allowed Secured Claim.  IMH will waive and
release its IMH Unsecured Claim upon receipt of such payment.

If the Debtor elects not to make this cash payment, or if the
Court declines to approve this treatment of IMH's secured claim
for any reason, the Debtor will pay IMH $21.2 million (the amount
of IMH's appraisal) or such other value as either determined by
the Court or stipulated to by IMH and the Debtor as IMH's Allowed
Secured Claim.  After the Effective Date, the IMH Allowed Secured
Claim will accrue interest at a rate of 6% per annum, or such
other rate as determined by the Court, and will be due and payable
on or before the third anniversary of the Effective Date, pre-
payable without penalty at any time.

Holders of General Unsecured Claims will receive a 5% distribution
of their Allowed Claims within three years of the Effective Date.

IMH's total unsecured claim, which will need to be resolved by the
Court or by agreement of the Debtor and IMH, will be paid 5%
within three years of the effective Date.

Membership Interests will retain their interest in the Reorganized
Debtor.

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

        http://bankrupt.com/misc/scottsdalecanal.doc59.pdf

Scottsdale Canal Development LLC is a real estate builder and
developer.  In 2006, the Company began purchasing land on the
Northeast corner of Scottsdale and Camelback road, directly east
of the Arizona canal to develop a multi-faced residential /
commercial project.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case
No. 11-26862) on Sept. 21, 2011.  Judge Charles G. Case II
presides over the case.  John J. Fries, Esq., and John Kahn, Esq.,
in Phoenix, Arizona, at Ryley Carlock & Applewhite, serves as the
Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $50 million to
$100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SHUBH HOTELS: Basaria Directed to Pay Bills on Feb. 3
-----------------------------------------------------
Richard Piersol at Lincoln Journal Star reports that a bankruptcy
court in West Palm Beach, Florida, has directed Atul Bisaria,
owner of the Cornhusker Marriott hotel, to pay on Feb. 3, 2012,
his bills and get things squared away with Marriott International,
or his creditors can auction his interest in
the company through which he owns the hotel.

According to the report, Mr. Bisaria and creditors who hold a
$3.4 million loan came to an agreement giving him until February 3
to pay interest on the loan and persuade Marriott to keep its flag
on the hotel.  Mr. Bisaria also must commit that he will keep
current on his payments to the creditors, companies held by LEM
Capital, a Philadelphia investment company.

The report says, if he doesn't get it all done, the creditors
could proceed to auction the interests one of Mr. Bisaria's
companies.  The creditors were ready to auction Mr. Bisaria's
interests in his Shubh Hotels Lincoln Mezzanine LLC in January,
when he thwarted them with a Chapter 11 bankruptcy filing, which
suspended all legal action against him.

The report relates that creditors moved to have the bankruptcy
case dismissed, accusing Mr. Bisaria of filing the Chapter 11
petition in bad faith by violating a forbearance agreement he
reached with those lenders last year.  They also produced a letter
that showed Marriott International intends to pull its name from
the hotel in Lincoln on Feb. 5 because of Mr. Bisaria's failure to
live up to a franchise agreement, including renovations.

The report says Mr. Bisaria owes Marriott $126,214.48, of which
$84,065.75 is overdue.

The report says Mr. Bisaria agreed not to file other bankruptcy
petitions that could disrupt the creditors' actions against him.
Documents in the bankruptcy show Mr. Bisaria's company values its
membership interests in the company that owns the hotel at $8.9
million, and disclosed its debt to LEM at $3.4 million.

Based in Boca Raton, Florida, Shubh Hotels Lincoln Mezzanine, LLC,
filed for Chapter 11 bankruptcy protection on Jan. 4, 2012 (Bankr.
S.D. Fla. Case No. 12-10103).  Judge Paul G. Hyman Jr. presides
over the case.  Susan D. Lasky, Esq., at Susan D. Lasky PA,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


SPANISH BROADCASTING: Offering $275 Million of Senior Notes
-----------------------------------------------------------
Spanish Broadcasting System, Inc., has commenced an offering of
$275 million in aggregate principal amount of first-priority
senior secured notes due 2017.  The proceeds from the Notes,
together with cash on hand, are expected to be used to refinance
all amounts outstanding under the Company's existing first lien
credit agreement due June 10, 2012, and to pay the transaction
costs related to the offering.

The Notes will be offered solely by means of a private placement
either to qualified institutional buyers in the United States
pursuant to Rule 144A under the Securities Act of 1933, as
amended, or to certain persons outside the United States pursuant
to Regulation S under the Securities Act.  The Notes have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2011, showed $495.67
million in total assets, $441.65 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $38.33 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


STRATUS MEDIA: Borrows $1 Million from Isaac Blech
--------------------------------------------------
Stratus Media Group, Inc., issued to Isaac Blech a promissory note
in the principal amount of $1,000,000 on Jan. 25, 2012.  The Note
bears interest at an annual rate of 0.19% with principal and
interest due on the earlier to occur 120 days from the date of the
Note or the receipt by the Company of net proceeds of $1,000,000
from a private placement of the Company's securities.  In
consideration of the loan to the Company, the Company issued a
five year option to Mr. Blech to purchase from the Company
82,784,000 shares of the Common Stock of ProElite, inc., owned by
the Company.  The option shares represent approximately 4.99% of
the outstanding shares of PEI after giving effect to the
conversion of PEI's Series A Convertible Preferred Stock owned by
the Company.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.


TAYLOR BEAN: Trustee Asks Approval of $15.75MM Settlement Deal
--------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that the plan trustee
of Taylor Bean & Whitaker Mortgage Corp. asked a Florida judge on
Monday to sign off on a nearly $16 million settlement to resolve
two disputes related to alleged secured claims held by Sovereign
Bank and payments made before the mortgage giant became bankrupt.

According to Law360, the Taylor Bean plan trust asked U.S.
Bankruptcy Judge Jerry A. Funk to approve a settlement in which
the bank will receive $15.75 million to resolve the adversary
proceedings stemming from Taylor Bean's 2009 collapse.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TOLL BROTHERS: Moody's Assigns 'Ba1' Rating to $300-Mil. Notes
--------------------------------------------------------------
Moody's assigned a Ba1 rating to Toll Brothers Finance Corp.'s
proposed $300 million of senior unsecured notes due 2022, proceeds
of which are intended to be used for working capital. In the same
rating action Moody's affirmed the Ba1 corporate family rating,
Ba1 probability of default rating, Ba1 rating for the company's
existing senior unsecured notes, and SGL-1 speculative grade
liquidity assessment. The rating outlook remains stable.

These rating actions were taken:

Issuer: Toll Brothers Finance Corp.:

Proposed $300 million senior unsecured note offering due 2022,
assigned Ba1, LGD-4, 54%;

Existing senior unsecured notes, affirmed at Ba1, LGD-4, 54%;

Rating outlook is stable.

Issuer: Toll Brothers, Inc.:

Corporate family rating, affirmed Ba1;

Probability of default rating, affirmed Ba1;

Speculative grade liquidity assessment, affirmed SGL-1;

Rating outlook is stable.

The proposed new senior unsecured notes as well as the existing
issues of senior unsecured notes are guaranteed both by Toll
Brothers, Inc. and by the latter's principal operating
subsidiaries.

RATINGS RATIONALE

The affirmation of Toll Brothers' ratings reflects the company's
ability to generate improving operating results and credit metrics
even in the face of the headwinds experienced by the homebuilding
industry. Over the past two years, the company has delivered
generally increasing gross margins and declining homebuilding debt
leverage, and during five of the last eight quarters, it was able
to generate positive net income. Moody's believes that the company
will continue to generate modest improvement in many of its
operating and credit metrics in fiscal year 2012.

The Ba1 corporate family rating incorporates the company's solid
liquidity profile, as captured in its SGL-1 rating, and its
performance in its high-density, mid- and high-rise tower
business, which has exceeded Moody's previous expectations. The
rating is also supported by Toll Brothers' leadership position in
its upper-end homebuilding niche, and an ability to greatly
restrict, or even shut off entirely, its land spend for relatively
long periods of time without incurring the need to race to catch
up when the market turns. This latter characteristic permits the
company generally to control how much cash flow it wishes to
generate or even whether it wishes the figure to be positive or
not.

At the same time, Moody's recognizes that Toll Brothers continues
to be directly or indirectly impacted by the same daunting
challenges affecting the rest of the homebuilding industry,
including the substantial overhang of foreclosed properties, weak
pricing, high unemployment, low consumer confidence, and
difficulties for potential home buyers in obtaining mortgage
financing. These factors will constrain the degree of improvement
that Moody's is expecting. Moody's also recognizes the additional
risk in the company's business profile associated with the more
volatile and capital intensive high-rise and high-density mid-rise
business. Additionally, in Moody's view, the company's cash flow
from operations will likely be negative in fiscal 2012 because of
its increasing land spend.

The stable rating outlook reflects Moody's expectation that Toll
Brothers will continue to maintain a conservative capital
structure, an unrestricted cash and investments balance of at
least $500 million, and tight fiscal discipline with regard both
to its high-rise and high-density mid-rise business and to
Gibraltar Capital. Additionally, Moody's expects that the company
will continue generating positive net income in most quarters and
continue improving its operating and credit metrics.

Toll Brothers carries a speculative-grade liquidity rating of SGL-
1, indicating that its liquidity position for the next 12-18
months is expected to be very good. The SGL rating takes into
consideration internal and external liquidity, covenant
compliance, and the availability of alternate liquidity sources,
and tends to be more volatile than long-term ratings. As of
October 31, 2011, the company had about $1.9 billion of available
liquidity, consisting of $1.14 billion of unrestricted cash and
investments and $785 million available under its $885 million
senior unsecured revolving credit facility due in October 2014. To
date in fiscal year 2012's first quarter, however, the company has
deployed approximately $235 million in cash: $143.7 million for
the purchase of CamWest in Seattle; $57.6 million, which was
previously accrued, to acquire the company's land and cover other
costs in conjunction with the settlement of the Inspirada
litigation in Las Vegas; and the balance for other land purchases.
Headroom under its principal bank covenants is comfortable to
substantial.

The ratings could benefit if Moody's were to project that the
company's credit metrics will begin to resemble those of an
investment-grade homebuilder. Specifically, Moody's would need to
see debt leverage remaining below 40%, and strong trends toward
interest coverage rising to the mid single-digit range, gross
margins improving to above 23%, and total revenue and net income
migrating steadily toward pre-recession levels.

Because the company, like its peers, is highly dependent on
consumer confidence and employment levels, the outlook could be
lowered if the economy were to enter into a double-dip downturn,
leading to a weakening in Toll Brothers' gross margins and net
income generation. Beyond that, the company is essentially its own
master of whether or not it wishes to sacrifice its ratings. If it
chooses to invest significant amounts of cash on lots, the tower
business, Gibraltar Capital, and/or share repurchases, and its
homebuilding debt leverage moves above 50% on a sustained basis,
then the ratings will likely come under pressure.

The principal methodology used in rating Toll Brothers, Inc. was
the Global Homebuilding Industry Methodology published in March
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..

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and active adult buyers in 20 states and four regions
around the country. Total revenues and consolidated net income for
the fiscal year ended October 31, 2011 were $1.5 billion and $40
million, respectively.


TRAIL BRIDGE: Unsecured Creditors to Get NewCo Shares
-----------------------------------------------------
Mark Basch at Jacksonville Daily Record reports that, to satisfy
the objections of unsecured creditors, Trailer Bridge Inc. is
filing a new Chapter 11 reorganization plan that could wipe out
its current shareholders after all if there isn't enough cash to
pay most of those creditors' claims.

According to the report, the Company filed a reorganization plan
that called for noteholders to be issued new shares equal to 91%
of the company's stock.  The remaining 9% of the shares would be
issued to current stockholders, who also would be given a choice
of receiving a cash payment of 15 cents per share instead of new
stock.

The report says Gregg Galardi, Esq., a New York attorney
representing Trailer Bridge, said the company reached an agreement
with the committee of unsecured creditors on a new plan that will
give that 9% of the stock to the creditors if they are not paid at
least 85% of their claims.  If that happens, existing stockholders
will end up with nothing.

The report notes that Trailer Bridge is hopeful that it will be
able to pay off the unsecured creditors and still pay the existing
stockholders in new shares or cash.

The report says the unsecured creditors had objected to the
original plan because of the overhang of an ongoing antitrust
investigation that could result in tens of millions of dollars of
claims against the company.  If Trailer Bridge does have to pay
off any antitrust claims, that would dilute the payments made to
other unsecured creditors, the report says.

The report further says that the committee's objection said that
existing shareholders, who are normally last in line to be repaid
in a bankruptcy case, shouldn't get any payments if the unsecured
creditors are diluted.  But the committee will support the revised
plan, the report quotes Richard Thames, Esq., an attorney at
Stutsman Thames & Markey in Jacksonville, who represents the
committee, as saying.

The report says Trailer Bridge is seeking a combined hearing on
the disclosure statement and reorganization plan on March 16,
2012.

                       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.


TRIDENT MICROSYSTEMS: Court Okays Professional Hirings
------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Trident Microsystems' motions to retain PricewaterhouseCoopers as
tax advisor and independent auditor; Union Square Advisors as
investment banker and DLA Piper as counsel.

BData relates that the Court also approved the Debtors' motion to
enter into a services agreement with FTI Consulting, under which
Andrew Hinkelman will serve as chief restructuring officer and
additional employees will provide critical management services.

                        About Trident Microsystem

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


UNISYS CORP: Reports $98.9 Million Net Income in Fourth Quarter
---------------------------------------------------------------
Unisys Corporation reported net income of $98.90 million on
$985.30 million of revenue for the three months ended Dec. 31,
2011, compared with net income of $101.10 million on $1.04 billion
of revenue for the same period during the prior year.

The Company also reported net income of $42.30 million on
$2.86 billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $140.20 million on $2.97 billion of
revenue for the same period a year ago.

The Company reported net income of $141.20 million on $3.85
billion of revenue for the year ended Dec. 31, 2011, compared with
net income of $241.30 million on $4.02 billion of revenue during
the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $2.61 billion
in total assets, $3.92 billion in total liabilities and a $1.31
billion total stockholders' deficit.

"We closed 2011 with another quarter of progress toward our
financial goals," said Unisys Chairman and CEO Ed Coleman.  "We
increased our pretax profit, further reduced debt, and continued
to grow both IT outsourcing and systems integration revenue
excluding our U.S. Federal business.  We were also pleased
with strong double-digit services order growth in the quarter."

"In 2012 we look to make continued progress toward our financial
goals while further enhancing our market differentiation and
delivering service excellence to our customers," Coleman added.
"In our U.S. Federal business, while market conditions remain
challenging, we are focused on improving our results in this
important market and delivering innovative solutions that help our
customers operate more effectively and efficiently."

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

                        http://is.gd/bEK1M6

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


UNIVISION COMMUNICATIONS: Moody's Rates $600-Mil Notes at 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications, Inc.'s (Univision) proposed $600 million add-on to
its existing $600 million senior secured notes due 2019. Univision
plans to utilize the net proceeds from the note offering to pay
down a portion of its $1.05 billion senior secured term loan due
2014 and fund related transaction expenses. Univision's B3
Corporate Family Rating (CFR), B3 Probability of Default Rating,
other debt instrument ratings, SGL-3 speculative-grade liquidity
rating and stable rating outlook are not affected.

Assignments:

   Issuer: Univision Communications, Inc.

   -- Senior Secured Regular Bond/Debenture due 2019 (increased to
      $1 billion from $600 million), rated B2, LGD3 - 40%

RATINGS RATIONALE

The refinancing improves Univision's maturity profile and reduces
refinancing risk related to its 2014 maturities (approximately
$465 million remaining 2014 maturities pro forma for the proposed
transaction). This is positive as Moody's believes Univision will
be able to fund the remaining 2014 maturities from existing cash
(approximately $74 million at 9/30/11), projected free cash flow
and borrowings under its $409 million revolver ($40 million drawn
and $22 million letters of credit at 9/30/11; expiring March
2016). Univision has no meaningful maturities in 2015 and pushing
out the next significant maturity hurdle to 2016 provides
additional time to grow earnings and reduce leverage.

Moody's expects annual cash interest expense will increase by
roughly $25 million and this will negatively reduce free cash
flow. However, based on Moody's view that Univision's primary
strategy to reduce its very high debt-to-EBITDA leverage
(approximately 14x LTM 9/30/11 incorporating Moody's standard
adjustments) is to grow earnings, and the company's approximate
$10.4 billion debt load (including the Televisa convertible
notes), the incremental drag on free cash flow is not significant.

Univision's announced preliminary estimates for the fourth quarter
(6.9% increase in revenue and 6-7.5% increase in OIBDA as defined
by the company) were roughly in line with Moody's expectations.
Univision invested in several initiatives including the scheduled
2012 launch of three new cable networks (focusing on sports,
telenovelas and news) that were a drag on earnings in 2011.
Moody's projects revenue growth in the 6-7% range in 2012 and 2013
(vs. an estimated 1.3% in 2011) as the networks are launched, the
company continues to benefit from demographically-aided growth in
Spanish-language media, and assuming modest U.S. economic growth.
Univision has obtained distribution for the three new networks
with DISH, although the overall timing of the launches has slipped
somewhat from initial expectations in part due to ongoing carriage
negotiations with other video operators.

The 2019 notes (including the proposed add-on) are guaranteed by
Univision's domestic operating subsidiaries and Broadcast Media
Partners Holdings, Inc. (Univision's parent) and are secured by a
first lien on substantially all of the assets of Univision and its
subsidiaries that secure the company's $6.8 billion senior secured
credit facility and $750 million 7.875% senior notes due 2020
(2020 notes). Moody's ranks the credit facility, 2019 notes, and
2020 notes the same in its loss given default notching methodology
based on the instruments' pari passu first lien senior secured
claims. The credit facility nevertheless contains covenants that
could improve recovery prospects relative to the notes.

The principal methodology used in rating Univision was the Global
Broadcast Industry Methodology published in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009..

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States. Revenue for FY 2011
was approximately $2.27 billion.


UNIVISION COMMS: Fitch Rates $400 Mil. Sr. Secured Notes at 'B+'
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to Univision
Communications' (Univision) $400 million add-on to its 6.875% 2019
senior secured notes offering. Fitch currently has a 'B' Issuer
Default Rating (IDR) for Univision.  The Rating Outlook is Stable.
Fitch expects the proceeds of the issuance will be used to repay a
portion of the non-extended term loan due September 2014, which
totaled $1.05 billion at Sept. 30, 2011.

This transaction is a modest positive in that it extends a portion
of Univision's nearest maturity. Pro forma for the term loan
repayment, Fitch estimates that Univision will face approximately
$659 million of maturities in 2014, including $653 million
remaining under the term loan and $5 million drawn under the $53
million non-extended revolving credit facility (maturing March
2014).  With annual free cash flow of $250-$300 million, Fitch
expects Univision will be able to easily manage these remaining
2014 maturities.  Longer-dated maturities include $340 million of
secured debt in 2016 (revolver and AR securitization), with the
significant maturity wall in 2017, when $5.6 billion of bank debt
comes due.

In addition to this large 2017 maturity, Univision is saddled with
significant leverage from the 2007 leveraged buy-out (LBO), with
Fitch estimated total debt/latest 12-months (LTM) EBITDA and
secured debt/LTM EBITDA of 12.1 times (x) and 9.4x, respectively,
at Sept. 30, 2011.  Despite this, Fitch currently believes there
is a high probability that the company will be able to refinance
the 2017 bank debt.  Fitch believes that the private equity
owners, Grupo Televisa, and the secured lenders remain motivated
to facilitate Univision's long-term viability, as refinancing an
improved operating and credit profile will provide more value than
bankruptcy/debt restructuring.  Underpinning this position is
Fitch's view that the company will be able to delever to a range
of 7x to 9x total leverage, or 5x-7x on a secured basis by the
2017 maturity.  Fitch believes that the secured lenders, which
incurred 9x leverage through the senior debt at the LBO, would be
willing to re-finance Univision's business at these levels, given
Univision's strong positioning in a growing segment of the media
industry.

The notes will be guaranteed by all of the company's direct and
indirect wholly owned domestic subsidiaries which guarantee the
senior secured credit facilities and the existing senior secured
and unsecured notes.  They will be secured by a first priority
security interest on substantially all of the assets that secure
the bank debt (which, like the bank debt collateral, excludes FCC
licenses).  The notes are callable beginning 2015, there is a 35%
equity claw-back option with the proceeds of an equity offering
until 2014, and there is a 101% change of control provision.
Additionally, the proceeds of any asset sales that are not
reinvested or used to buy back secured debt must be used to repay
the notes.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns center on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.

Fitch expects Hispanic population growth to mitigate the impact of
longer-term secular issues that are challenging the overall media
& entertainment sector, namely, audience fragmentation and its
impact on advertising revenue.  While the Hispanic broadcast
television audience is not immune to these pressures, Fitch
expects that its growing total size will offset the impact of any
audience fragmentation and drive ongoing ratings strength at
Univision's television properties.  This should result in mid-
single-digit top-line growth at the television segment.  Although
a higher royalty payment and investments in its television
business will likely result in moderate margin pressure over the
next one to two years, Fitch believes positive operating leverage
from top-line growth and growth in high-margin retransmission
revenue will result in subsequent margin improvement.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities.  As of Sept. 30, 2011, liquidity
consisted of approximately $74 million of cash, approximately $396
million available under the $463 million RCF (of which $54 million
expires in March 2014 and $409 million expires in March 2016, with
$137 million having been termed out to March 2017).  Interest
expense will be easily covered by internal cash generation.

Fitch estimates that pro forma for the announced add-on and non-
extended term loan repayment, Univision had total debt of $10.4
billion, which consisted primarily of:

  -- $6.3 billion senior secured term loan facility, $653 million
     of which is due September 2014 and $5.7 billion which is due
     March 2017 (including $137 million of the RCF that was
     previously termed out to March 2017);
  -- $45 million outstanding under the RCF;
  -- $1 billion 6.875% senior secured notes due 2019;
  -- $750 million 7.875% senior secured notes due 2020;
  -- $815 million 8.5% senior unsecured notes due 2021;
  -- $300 million outstanding under the A/R securitization
     facility, due March 2016;
  -- $1.125 billion 1.5% subordinated convertible debentures
     issued to Televisa, due 2025. This note is a direct
     obligation of the parent HoldCo, Broadcasting Media Partners,
     Inc., but is serviced by dividends paid by Univision.

Fitch currently rates Univision as follows:

  -- IDR 'B';
  -- Senior secured 'B+/RR3';
  -- Senior unsecured 'CCC/RR6'.


VALLE FOAM: Collapses Amid Price-Fixing Fine, Sales Drop
--------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Bankruptcy Judge Mary
Ann Whipple consolidated Domfoam International Inc.'s Chapter 15
filings Thursday as the Canadian foam maker sought protection from
U.S. creditors, after flagging sales and a $12.2 million price-
fixing fine by Canadian authorities forced it into insolvency.

Judge Whipple lumped together the cases of Quebec-based Domfoam,
British Columbia-based A-Z Sponge and Foam Products Ltd. and
Ontario-based Valle Foam Industries.

Based in Montreal, Canada, Domfoam International Inc. manufactures
sponge, silicone, visco-elastic, and polyurethane foams.

                  About Domfoam and Valle Foam

Deloitte & Touche Inc., as the court-appointed monitor, and
foreign representative, filed Chapter 15 petitions for Valle Foam
Industries (1995) Inc., Domfoam International Inc., and A-Z Sponge
& Foam Products Ltd. (Bankr. N.D. Ohio Case Nos. 12-30214,
12-30125, 12-30128) on Jan. 23, 2012.

Deloitte & Touche is seeking the U.S. court's recognitions of the
Valle Foam Group's proceedings under Canada's Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended, pending before
the Ontario Superior Court of Justice (Commercial List).

Deloitte said that the Valle Foam Group is in an industry in
transition and experiencing significant pressures from overseas
production sources.  Valle Foam and Domfoam each suffered a loss
in excess of C$5 million in fiscal 2011.  A-Z also suffered a loss
of C$50,000.

Valle Foam and Domfoam were recently charged with, and on Jan. 5,
2012, pled guilty to, certain offenses under the Canadian
Competition Act, RSC 1985, c. C-34 in connection with a price
fixing conspiracy conducted with other members of the industry.
Valle Foam was fined C$6.5 million, and Domfoam was fined C$6
million.

In connection with the alleged price fixing, Valle Foam, Domfoam
and A-Z have been named as defendants in Canada in five class
action lawsuits, and in the United States in both class action
lawsuits and direct actions brought by various opt out plaintiffs.
The proposed class plaintiffs allege that Valle Foam and Domfoam
are jointly and severally liable for damages in excess of $100
million to class members.

The Chapter 15 proceedings have been initiated to obtain an order
staying present and new claims against Valle Foam, Domfoam, and
A-Z so that they can complete their restructuring in Canada.

The Valle Foam Group plans to restructure its business operations
and has sought the protection of the Canadian Court to give it
time to put together and execute its Plan.  The Valle Foam Group's
goals are to protect as many of the temporary and full time
Canadian jobs as possible and to secure the greatest possible
value for its assets.  The goals of the restructuring Plan may
require a sale of at least one of the Valle Foam Group.


VITESSE SEMICONDUCTOR: Six Directors Elected at Annual Meeting
--------------------------------------------------------------
Vitesse Semiconductor Corporation held its 2012 annual meeting of
stockholders in Westlake Village, California, on Jan. 26, 2012.
Immediately following the annual meeting, the Company's board of
directors was comprised of Christopher R. Gardner, Steven P.
Hanson, James H. Hugar, G. Grant Lyon, Edward Rogas, Jr. and G.
William LaRosa, all of whom were elected by a plurality of the
votes.

Also at the annual meeting, the Company's stockholders voted for
approval of the compensation of the Company's executive officers,
voted for the frequency of an advisory vote on executive
compensation to be one year, and voted to ratify the selection of
BDO USA, LLC, as the Company's independent registered public
accounting firm for the fiscal year ending Sept. 30, 2012.  The
Board of Directors has resolved to include in the Company's proxy
materials a stockholder vote on the compensation of the Company's
executive officers every year.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.


WALLDESIGN INC: Wins Approval to Access Comerica Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved, on an interim basis, a stipulation between Walldesign,
Inc., and Comerica Bank authorizing the Debtor to use cash
collateral and providing adequate protection to Comerica.

The Court authorized the Debtor to make expenditures in amounts
not to exceed 110% of the aggregate amounts contained in the
Budget.  Any expenditures in excess of that amount will require
written approval of Comerica, or further order of the Court after
appropriate  notice.

Comerica is granted a replacement lien in the Debtor's post-
petition cash and accounts receivable and the proceeds thereof, to
the same extent, validity, and priority as any lien held by
Comerica as of Jan. 4, 2012, to the extent cash collateral is
actually used by the Debtor.

The final hearing on the Motion will be held on Feb. 8, 2012, at
2:30 p.m.

                         About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WALLDESIGN INC: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Walldesign, Inc., filed with the Bankruptcy Court its schedules of
assets and liabilities on the Feb. 1, 2012, deadline.  The Debtor
disclosed total assets of $16.13 million and total liabilities of
$25.88 million:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,135,183
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,599,353
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $246,558
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,040,020
                                 -----------      -----------
        TOTAL                    $16,135,183      $25,885,932

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

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

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WASHINGTON MUTUAL: Shareholders Must Return Ballot to Broker/Bank
-----------------------------------------------------------------
Washington Mutual, Inc. and the Official Committee of Equity
Security Holders of Washington Mutual, Inc., in connection with
WMI's chapter 11 case and with respect to the solicitation of
approval of the proposed Seventh Amended Joint Plan of Affiliated
Debtors Pursuant to Chapter 11 of the United States Bankruptcy
Code (as has been and may be further modified, the "Plan"),
disclosed that they are providing a recommendation to all holders
of WMI common equity securities in Class 22 who hold their
securities through a bank or broker.

Specifically, each such holder must return their ballot to their
bank or broker.

"If you are a holder that holds WMI common equity securities
through a bank or broker, you should NOT send your ballot to the
Debtors' solicitation and tabulation agent, Kurtzman Carson
Consultants, LLC.  Your bank or broker must process your
voting/release instructions in order for your votes/releases to be
counted.  If you send your ballot to KCC directly, KCC will not be
able to process your votes/releases and you will not be eligible
to receive any distribution under the Plan.

If you have not received a ballot and would like one, please visit
http://www.kccllc.net/wamu/to download one.

If you have already mistakenly sent your completed ballot to KCC,
it will be returned to you by mail as soon as possible.  You may
download a replacement ballot at http://www.kccllc.net/wamu/If
you want your vote to be counted, you must send your ballot to
your bank or broker as soon as possible so that the bank or broker
has sufficient time to provide its voting tally to KCC by
Feb. 9, 2012. DO NOT DELAY IN RETURNING YOUR BALLOT.  If you are
late in sending your ballot back to your bank or broker, but want
to ensure that your release is counted, entitling you to a
distribution under the Plan, then you must return your ballot to
your bank or broker so that the bank or broker has sufficient time
to process your release information and return all ballots to KCC
before Feb. 28, 2012.

Banks and brokers that are voting nominees of beneficial owners of
WMI common equity securities are urged to contact KCC if they have
any questions.

                         About WAMU

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.


WASTEQUIP INC: Secures Loan Forbearance Agreement Until March 6
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Wastequip Inc. has
secured an agreement with the lenders of its senior loan agreement
to refrain from exercising any of their rights until March 6,
giving the company more time to rework its balance sheet.

                       About Wastequip Inc.

Wastequip is the largest manufacturer of waste handling and
recycling equipment used to collect, process, and transport solid
and liquid waste in North America.  Revenues for the twelve months
ending July 2, 2011 were approximately $335 million.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2011,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Wastequip Inc. to 'CC' from 'SD'. "At the same
time, we lowered our issue-level rating on the company's senior
secured debt to 'CC' from 'CCC-', and removed the rating from
CreditWatch where we had placed it with negative implications on
Oct. 18, 2011. The recovery rating remains at '3'," S&P related.


WAXESS HOLDINGS: Issues 449,176 Common Shares to Brightpoint
------------------------------------------------------------
AirTouch Communications, Inc., fka Waxess Holdings, entered into a
warrant exchange agreement with Brightpoint, Inc.  Pursuant to the
agreement, the Company issued 449,176 shares of the Company's
common stock to Brightpoint in exchange for Brightpoint's
cancellation of warrants to purchase 3,593,407 shares of the
Company's common stock.  Each of the Brightpoint warrants entitled
Brightpoint to purchase one share of common stock at an exercise
price of $3.00 per share over a three year period expiring on
July 8, 2013.  Pursuant to the warrant exchange agreement, the
Brightpoint warrants were cancelled in exchange for the Company's
issuance of shares of its common stock, at an exchange ratio of
one common share for every eight warrants cancelled by
Brightpoint.

After giving effect to the warrant exchange agreement, Brightpoint
owns 9.4% of the Company's issued and outstanding shares of common
stock.  The chairman of the board of directors of the Company, Mr.
Larry Paulson, is an executive officer of Brightpoint.  The
warrant exchange agreement was unanimously approved by the
disinterested members of the Company's board of directors.

                        About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company also reported a net loss of $6.19 million on $477,217
of net revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.74 million on $142,844 of net revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $9.41
million in total assets, $159,814 in total liabilities and $9.25
million in total stockholders' equity.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.


WEGENER CORP: Two Class II Directors Elected at Annual Meeting
--------------------------------------------------------------
The annual meeting of stockholders of Wegener Corporation was held
on Jan. 31, 2012.  The shareholders approved the election of the
Jeffrey J. Haas and Robert A. Placek as class II directors to hold
office until the 2015 annual meeting of stockholders or until
their successors will have been elected and qualified.  The
shareholders voted for  the amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares of
the Company's capital stock from 30,250,000 shares to 100,250,000
shares and to increase the number of shares designated as common
stock from 30,000,000 shares to 100,000,000 shares.   The advisory
resolution on executive compensation was approved.  The
appointment of Habif, Arogeti & Wynne, LLP, as the Company's
independent registered public accounting firm for fiscal 2012 was
ratified.

                        About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

The Company reported a net loss of $1.46 million on $9.11 million
of net revenues for the year ended Sept. 2, 2011, compared with a
net loss of $2.31 million on $8.92 million of net revenues for the
year ended Sept. 3, 2010.

The Company's balance sheet at Dec. 2, 2011, showed $7.16 million
in total assets, $9.50 million in total liabilities, all current,
and a $2.34 million total capital deficit.

In its report on the Company's 2011 results, Habif, Arogeti &
Wynne, LLP, in Atlanta, Georgia, noted that the Company has
suffered recurring losses from operations and has a capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy warning

The Company's ability to continue as a going concern is dependent
on generating sufficient new orders and revenues in the very near
term to provide sufficient cash flow from operations to pay the
Company's current level of operating expenses, to provide for
inventory purchases and to reduce past due amounts owed to vendors
and service providers.  No assurances may be given that the
Company will be able to achieve sufficient levels of new orders in
the near term to provide adequate levels of cash flow from
operations.  Should the Company be unable to achieve near term
profitability and generate sufficient cash flow from operations,
the Company would need to raise additional capital or obtain
additional borrowings beyond the Company's existing loan facility.
The Company currently has limited sources of capital, including
the public and private placement of equity securities and
additional debt financing.  No assurances can be given that
additional capital or borrowings would be available to allow the
Company to continue as a going concern.  If near term shippable
bookings are insufficient to provide adequate levels of near term
liquidity and any required additional capital or borrowings are
unavailable, the Company will likely be forced to enter into
federal bankruptcy proceedings.


WHITTON CORP: Can Access GSMS 2004 Cash Collateral Until March 31
-----------------------------------------------------------------
Judge Bruce A. Markell approved a Fifth Stipulation between
Whitton Corporation and GSMS 2004-GG2 Sparks Industrial, LLC,
authorizing the Debtor to continue using cash collateral through
March 31, 2012, in accordance with a budget, and providing
adequate protection to GSMS 2004.  A full-text copy of the Budget
is available for free at:

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

As previously reported by the TCR on Dec. 13, 2011, secured
creditor GSMS 2004 consented to the Debtor's cash collateral use
until Jan. 31.  Lenders Bank of America, N.A., and Bank of Las
Vegas consented to the Debtor's cash collateral access until March
31.

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


WOODBURY DEVELOPMENT: Files for Chapter 11 in Brooklyn
------------------------------------------------------
Woodbury Development, LLC, filed a bare-bones Chapter 11
bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652) on
Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in 11
U.S.C. Sec. 101 (51B), scheduled $14 million in assets and $7.4
million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a $7.2
million debt to Woodbury R.E. Group LLC.


W.R. GRACE: District Court Affirms CNA Settlement Order
-------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates and the CNA Companies
entered into a settlement agreement in November 2010 to resolve
all disputes related to the remaining coverage and outstanding
obligations of both parties.  The Settlement also resolves all
remaining disputes between the parties regarding asbestos-related
claims.

Under the terms of the Settlement Agreement, CNA will make a
payment of up to $84 million to the Personal Injury Trust over a
period of six years for the benefit of asbestos personal injury
claimants.  CNA will release Grace from its prior obligations,
under prepetition settlement agreements or otherwise, for payment
of retrospective premiums and indemnification for asbestos-related
claims asserted against CNA.  CNA also relinquishes its right to
assert "indirect claims" against the PI Trust seeking indemnity
and contribution from Grace; gives up numerous defenses to
coverage under both the primary and excess policies; consents to
the assignment of its insurance rights to the PI Trust; and agrees
to withdraw, without prejudice, any Proofs of Claims it filed
against the PI Trust, as well as its objections to the Joint Plan.
In return, Grace will release CNA from claims under the policies
for coverage of any asbestos-related claims.  The Settlement
Agreement calls for CNA to be designated as a "Settled Asbestos
Insurance Company" under Grace's Joint Plan.

The U.S. Bankruptcy Court for the District of Delaware approved
the Settlement Agreement on January 22, 2011.  Nevertheless, BNSF
Railway Company and the Libby Claimants objected to the Settlement
Agreement claiming that they are entitled to the proceeds of
Grace's insurance policies with CNA, and that they therefore have
additional rights that are infringed on by entry of the Settlement
Agreement.

Judge Buckwalter of the U.S. District Court for the District of
Delaware on Jan. 31, 2012, overruled the objections and affirmed
the order approving the Settlement Agreement.

Applying the four factors laid out in Myers v. Martin (In re
Martin), 91 F.3d 389, 393 (3d Cir. 1996), the District Court ruled
that the Bankruptcy Court properly applied and analyzed the
Settlement Agreement under the applicable legal standard, and,
more importantly, did not abuse its discretion because "on
balance, the settlement benefits the estate."

The District Court held that, contrary to BNSF and the Libby
Claimants' contentions, they are not entitled to the proceeds of
the insurance provided by CNA.

The District Court pointed out the Grace-CNA insurance agreements
make no mention of BNSF or the Libby Claimants as named recipients
of insurance proceeds under the policies.  BNSF and the Libby
Claimants were not subsidiary or employees of Grace, nor did they
ever own a financial interest in Grace or engage in any type of
transaction in which Grace would have owed them some type of legal
duty, the District Court noted.

The District Court also noted that Grace previously purchased
entirely separate insurance policies awarding insurance to BNSF
under which BNSF was explicitly named as a recipient of insurance
proceeds.  BNSF, the District Court pointed out, never explained
why Grace would purchase duplicative insurance for BNSF.

Judge Buckwalter held that courts have established that the
proceeds of a debtor's liability insurance policies are considered
property of its bankruptcy estate.  This decision was made,
according to Judge Buckwalter, to avoid "free-for-all against the
insurer."

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Judge Ronald Buckwalter of the U.S. District Court for the
District of Delaware on Jan. 31, 2012, denied all objections and
confirmed W.R. Grace & Co. and its debtor affiliates' Plan of
Reorganization in its entirety.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Has $58.1-Mil. Net Profit in Fourth Quarter
-------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced fourth quarter earnings of
$58.1 million, or $0.77 per diluted share.  Comparable earnings
for the prior-year quarter were $44.9 million, or $0.60 per
diluted share.  Adjusted EPS of $0.89 per diluted share increased
43.5 percent from $0.62 per diluted share in the prior-year
quarter.

Earnings for the full year ended December 31, 2011, were $269.4
million, or $3.57 per diluted share, compared with $207.1 million,
or $2.78 per diluted share, in the prior-year period. Adjusted EPS
of $3.94 per diluted share increased 49.8 percent from $2.63 per
diluted share in the prior-year period.

"I am very pleased with our performance this quarter.  Both
segments had a solid finish to 2011, and we have good momentum as
we start 2012," said Fred Festa, Grace's Chairman and Chief
Executive Officer.  "Our earnings growth reflects the high value
of our products and strong execution by our business teams."

                    Fourth Quarter Results

Fourth quarter net sales of $825.6 million increased 19.1 percent
compared with the prior-year quarter net sales of $693.0 million.
The increase was due to improved pricing (+17.7 percent) and
higher sales volumes (+1.5 percent), partially offset by currency
translation (-0.1 percent).  Sales in the emerging regions grew
14.6 percent.

Gross profit was $287.3 million, an increase of 18.9 percent
compared with the prior-year quarter primarily due to improved
pricing, offset by higher raw materials costs.  Gross margin of
34.8 percent decreased 10 basis points compared with the prior-
year quarter.

Adjusted EBIT was $108.2 million, an increase of 35.9 percent
compared with $79.6 million in the prior-year quarter.  The
increase was primarily due to the increase in sales compared with
the prior-year quarter.  Adjusted EBIT margin was 13.1 percent
compared with 11.5 percent in the prior-year quarter.

    Adjusted EBIT Return On Invested Capital was 35.1 percent on
a trailing four-quarter basis compared with 27.1 percent in the
prior-year quarter.

                       Full Year Results

Full year net sales of $3.2 billion increased 20.1 percent
compared with the prior-year period net sales of $2.7 billion.
The increase was due to improved pricing (+13.7 percent), higher
sales volumes (+3.3 percent), and favorable currency translation
(+3.1 percent).  Sales in the emerging regions grew 15.1 percent.

Gross profit was $1.2 billion, an increase of 22.5 percent
compared with the prior-year period primarily due to improved
pricing, partially offset by higher raw materials costs.  Gross
margin of 36.1 percent increased 80 basis points compared with the
prior-year period.

Adjusted EBIT was $478.6 million, an increase of 46.6 percent
compared with $326.4 million in the prior-year period.  The
increase was primarily due to the increase in sales and gross
margin compared with the prior-year period.  Adjusted EBIT margin
was 14.9 percent compared with 12.2 percent in the prior-year
period.

                         Grace Davison
       Sales up 21.4%; Segment operating income up 27.2%

Fourth quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a wide
range of industrial applications, were $572.0 million, an increase
of 21.4 percent compared with the prior-year quarter.  The
increase was primarily due to improved pricing (+24.3 percent) and
favorable currency translation (+0.4 percent), partially offset by
lower sales volumes (-3.3 percent).

Sales of this operating segment are reported by product group as
follows:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $292.1
      million, an increase of 45.0 percent compared with the
      prior-year quarter.  Sales in this product group were
      favorably affected by improved pricing, partially offset
      by lower sales volumes.  Price increases included
      surcharges implemented to offset the high cost of rare
      earth raw materials and higher pricing on new FCC catalyst
      technologies that provide enhanced value.  Customers
      continued to adopt Grace's lower rare earth products.
      Approximately 80 percent of customers have reformulated to
      at least one of the Company's low- or no-rare earth
      products.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in industrial and packaging
      applications were $168.6 million in the fourth quarter, an
      increase of 1.0 percent compared with the prior-year
      quarter.  Sales in this product group were favorably
      affected by price increases implemented to offset rising
      raw materials costs, partially offset by lower sales
      volumes.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $111.3 million,
      an increase of 8.2 percent compared with the prior-year
      quarter.  Sales in this product group were favorably
      affected by higher sales volumes, improved pricing, and
      favorable currency translation.

Segment gross profit was $205.0 million, an increase of 22.1
percent compared with the prior-year quarter.  Segment gross
margin was 35.8 percent compared with 35.6 percent in the prior-
year quarter.  The increase in gross margin compared with the
prior-year quarter was primarily due to improved pricing partially
offset by higher raw materials costs.

Segment operating income was $129.9 million compared with
$102.1 million in the prior-year quarter, a 27.2 percent increase
primarily due to higher sales and improved gross margin.  Segment
operating margin was 22.7 percent compared with 21.7 percent in
the prior-year quarter.

Sales of the Grace Davison operating segment for the full year
ended December 31, 2011, increased 23.2 percent compared with the
prior-year period to $2.2 billion.  Segment gross margin was
37.2 percent compared with 35.8 percent in the prior-year period.
Segment operating income was $547.5 million, an increase of 37.0
percent compared with the prior-year period.  Segment operating
margin was 24.7 percent compared with 22.2 percent in the prior-
year period.

                  Grace Construction Products
        Sales up 14.4%; Emerging region sales up 14.7%

Fourth quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$253.6 million, an increase of 14.4 percent compared with the
prior-year quarter.  The increase was due to higher sales volumes
(+11.8 percent) and improved pricing (+3.6 percent), partially
offset by unfavorable currency translation (-1.0 percent).  Sales
in the emerging regions increased 14.7 percent compared with the
prior-year quarter.

Sales of this operating segment are reported by geographic region
as follows:

    * GCP Americas -- sales to customers in the Americas were
      $132.6 million, an increase of 15.4 percent compared with
      the prior-year quarter.  Sales in North America increased
      15.1 percent from the prior-year quarter primarily due to
      higher SBM sales volumes and improved pricing.  Sales in
      Latin America grew 16.5 percent compared with the
      prior-year quarter primarily due to higher sales volumes,
      partially offset by unfavorable currency translation.

    * GCP Europe -- sales to customers in Europe, the Middle
      East, Africa and India were $70.9 million, an increase of
      14.4 percent compared with the prior-year quarter.  Sales
      were favorably impacted by sales volume from a recent
      acquisition and improved pricing, partially offset by
      lower sales volumes in Southern Europe and unfavorable
      currency translation.

    * GCP Asia -- sales to customers in Asia (excluding India
      and the Middle East), Australia and New Zealand were $50.1
      million, an increase of 11.8 percent compared with the
      prior-year quarter.  Sales increased primarily due to
      higher sales volumes and favorable currency translation.

Segment gross profit was $82.9 million, an increase of 11.2
percent compared with the prior-year quarter.  Segment gross
margin was 32.7 percent compared with 33.6 percent in the prior-
year quarter.  The decrease in gross margin compared with the
prior-year quarter was primarily due to higher raw materials costs
and the additional operating costs of new plants in the emerging
regions, partially offset by improved pricing.

Segment operating income was $21.2 million compared with
$20.3 million for the prior-year quarter, a 4.4 percent increase
primarily due to higher sales volumes, partially offset by lower
gross margin.  Segment operating margin was 8.4 percent compared
with 9.2 percent in the prior-year quarter.

Sales of the Grace Construction Products operating segment for the
full year ended December 31, 2011 increased 13.6 percent compared
with the prior-year period to $992.0 million.  Gross margin was
33.8 percent compared with 34.8 percent in the prior-year period.
Segment operating income was $97.3 million, an increase of 8.2
percent compared with the prior-year period.
Segment operating margin was 9.8 percent compared with 10.3
percent in the prior-year period.

                        Other Expenses

Defined benefit pension expense for the fourth quarter was
$15.9 million compared with $19.8 million for the prior-year
quarter.  The 19.7 percent decrease was primarily due to benefits
from an accelerated plan contribution of approximately $180
million made in March 2011 and good plan asset performance in the
U.S. in 2010.

Grace recorded a charge of $16.2 million in the fourth quarter
primarily related to the estimated cost of additional asbestos
remediation required at seven former vermiculite processing sites.
The prior-year quarter included environmental remediation charges
of $4.5 million.

Interest expense was $10.8 million for the fourth quarter compared
with $10.2 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
fourth quarter was 3.6 percent.

                         Income Taxes

Income taxes are recorded at a global effective tax rate of
approximately 32 percent before considering the effects of certain
non-deductible Chapter 11 expenses, changes in uncertain tax
positions and other discrete adjustments.

Grace has not had to pay U.S. Federal income taxes in cash in
recent years since available tax deductions and credits have fully
offset U.S. taxable income.  Income taxes in foreign jurisdictions
are generally paid in cash.  Grace expects to generate significant
U.S. Federal net operating losses upon emergence from bankruptcy.
Income taxes paid in cash, excluding tax settlements, were $38.6
million for the full year ended December 31, 2011, or
approximately 10 percent of income before income taxes.

                 Cash Flow Performance Measure

Adjusted Operating Cash Flow was $416.7 million for the full year
ended December 31, 2011, compared with $369.2 million in the
prior-year period.  Capital expenditures were $141.6 million
compared with $112.9 million for the prior-year period.  Net
working capital days were 59 days for the fourth quarter, compared
with 53 days in the prior-year quarter and 62 days in the 2011
third quarter.  Higher rare earth costs added approximately $85
million and four days to net working capital as of December 31,
2011.

                         2012 Outlook

As of February 1, 2012, Grace expects 2012 Adjusted EBIT to be in
the range of $510 million to $530 million, up 6 to 11 percent
compared with 2011 Adjusted EBIT of $478.6 million.  The company
projects 2012 Adjusted EBITDA in the range of $630 million to $650
million.

The following assumptions are components of Grace's 2012 outlook:

    * Consolidated sales in the range of $3.25 to $3.35 billion,
      reflecting improved sales volumes and base pricing,
      partially offset by lower rare earth surcharges and
      unfavorable currency translation totaling approximately
      $200 million;

    * Consolidated gross margin in the 35-37 percent target
      range;

    * An average euro exchange rate of $1.30 for the year,
      compared with an average of $1.40 for 2011;

    * Pension expense of approximately $78 million, compared
      with $63 million for 2011; and

    * An effective tax rate of 33 percent.

Commenting on the new outlook, Festa continued, "We are confident
in our 2012 goals.  We have the right exposure to higher-growth
emerging regions and we will benefit from the investments that we
made during the last 18 months in new products, manufacturing
capacity and productivity initiatives.  We are a disciplined and
agile management team, and we are committed to delivering
consistent earnings growth for our shareholders.  We are also
updating our longer-term earnings goals.  As we will discuss on
our call today, we are targeting at least $850 million in Adjusted
EBITDA by 2014."

Grace is unable to make a reasonable estimate of the income
effects of the consummation of the Joint Plan of Reorganization
(the "Plan") because the value of certain consideration payable to
the asbestos trusts under the Plan (primarily the deferred
payments and the warrants) will not ultimately be determined until
the effective date of the Plan, the timing of which is uncertain.
When the Plan is consummated, Grace expects to reduce its
liabilities subject to compromise, including asbestos-related
contingencies, recognize the value of the deferred payments and
the warrants and recognize expense for the costs of consummating
the Plan and the income tax effects of these items.

                    Chapter 11 Proceedings

On January 31, 2011, the Bankruptcy Court issued an order
confirming the Plan.  On January 31, 2012, the United States
District Court issued an order denying all appeals of the
confirmation order and affirming the Plan in its entirety.  Also
on January 31, 2012, Grace announced an agreement in principle
with the representatives of Libby, Montana asbestos personal
injury claimants, BNSF and certain other parties, which would
resolve their objections to the Plan.

The timing of Grace's emergence from bankruptcy depends on a
number of factors, including the satisfaction or waiver of the
remaining conditions set forth in the Plan, including the
resolution of any appeals of the affirmation order.  The Plan sets
forth how all pre-petition claims and demands against Grace will
be resolved.  See Grace's most recent periodic reports filed with
the SEC for a detailed description of the Plan.

                         Investor Call

Grace will discuss these results during an investor conference
call and webcast on February 1, 2012, starting at 11:00 a.m. ET.
To access the call and webcast, interested participants should go
to the Investor Information -- Investor Presentations portion of
the company's Web site, http://www.grace.com,and click on the
webcast link.

Those without access to the Internet can listen to the investor
call by dialing +1.866.356.4279 (international callers dial
+1.617.597.5394) and entering conference ID 16560119.  Investors
are advised to access the call at least ten minutes early in order
to register.  An audio replay will be available at 2:00 p.m. on
February 1 and will be accessible by dialing +1.888.286.8010
(international callers dial +1.617.801.6888) and entering
conference call ID 56283700.


W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
===========================================    Dec. 31, Dec. 31,
Amounts in millions                             2011      2010
  -----------------                           --------  --------
ASSETS
Current Assets
Cash and cash equivalents                     $1,048.3  $1,015.7
Restricted cash and cash equivalents             136.5      97.8
Trade accounts receivable, less allowance        461.8     380.8
Accounts receivable - unconsolidated affiliate    11.2       5.3
Inventories                                      329.1     259.3
Deferred income taxes                             66.5      54.7
Other current assets                              95.7      90.6
                                             --------  --------
Total Current Assets                           2,149.1   1,904.2

Properties and equipment, net                    723.5     702.5
Goodwill                                         148.2     125.5
Deferred income taxes                            759.4     845.0
Asbestos-related insurance                       500.0     500.0
Overfunded defined benefit pension plans          37.1      35.6
Investments in unconsolidated affiliates          70.8      56.4
Other assets                                     108.6     102.5
                                             --------  --------
Total Assets                                  $4,496.7  $4,271.7
                                             ========  ========

LIABILITIES AND EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                     $57.9     $37.0
Debt payable - unconsolidated affiliate            3.4       2.3
Accounts payable                                 257.1     207.1
Accounts payable - unconsolidated affiliate        0.5       8.5
Other current liabilities                        316.7     278.0
                                             --------  --------
Total Current Liabilities                        635.6     532.9

Debt payable after one year                        3.3       2.9
Loan payable - unconsolidated affiliate           18.3      12.6
Deferred income taxes                             19.8      34.6
Underfunded and unfunded defined benefit
pension plans                                   407.4     539.8
Other liabilities                                 49.1      43.6
                                             --------  --------
Total Liabilities Not Subject to Compromise    1,133.5   1,166.4

Liabilities Subject to Compromise
Debt plus accrued interest                       941.8     911.4
Income tax contingencies                          69.3      93.8
Asbestos-related contingencies                 1,700.0   1,700.0
Environmental contingencies                      149.9     144.0
Postretirement benefits                          185.2     181.1
Other liabilities and accrued interest           149.5     143.8
                                             --------  --------
Total Liabilities Subject to Compromise        3,195.7   3,174.1
                                             --------  --------
Total Liabilities                              4,329.2   4,340.5

Equity (Deficit)
Common stock                                       0.7       0.7
Paid-in capital                                  472.9     455.9
Retained earnings                                301.1      31.7
Treasury stock, at cost                          (36.8)    (45.9)
Accumulated other comprehensive (income) loss   (578.5)   (518.1)
                                             --------  --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                                159.4     (75.7)
Non-controlling interests                          8.1       6.9
                                             --------  --------
Total Shareholders' Equity (Deficit)             167.5     (68.8)
                                             --------  --------
Total Liabilities and Shareholders'
Equity (Deficit)                             $4,496.7  $4,271.7
                                             ========  ========


W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations         Three Months Ended
(Unaudited)                                   Dec. 31    Dec. 31
===========================================   =======    =======
Amounts in millions                            2011       2010
  -------------------                          ---------  --------
Net sales                                       $825.6    $693.0
Cost of goods sold                               538.3     451.3
                                             --------  --------
Gross profit                                     287.3     241.7

Selling, general and administrative expense      143.4     135.0
Restructuring expenses & rel. asset impairments    5.9       2.1
Loss on sale of product line                       0.4         -
Research and development expenses                 19.4      15.4
Defined benefit pension expense                   15.9      19.8
Interest expense and related financing costs      10.8      10.2
Provision for environmental remediation           16.2       4.5
Chapter 11 expenses, net of interest income        3.1       3.3
Equity in earnings of unconsolidated affiliates   (2.0)     (4.8)
Other expense (income), net                        3.9      (0.2)
                                             --------  --------
Total costs and expenses                         217.0     185.3

Income before income taxes                        70.3      56.4
Provision for income taxes                       (12.2)    (11.6)
                                             --------  --------
Net income                                        58.1      44.8
Less: Net loss (income) attributable to
noncontrolling interests                            -       0.1
                                             --------  --------
Net income (loss) attributable to
W.R. Grace & Co. shareholders                  $58.1     $44.9
                                             ========  ========


W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows Twelve Months Ended
(Unaudited)                                 Dec. 31, Dec. 31,
=========================================== ======== ========
Amounts in millions                           2011     2010
  -------------------                         -------- --------

W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows        Twelve Months Ended
(Unaudited)                                   Dec. 31    Dec. 31
===========================================   ========  ========
Amounts in millions                             2011      2010
  -------------------                           --------  --------
OPERATING ACTIVITIES
Net income                                      $268.8    $207.4
Reconciliation to net cash provided by
operating activities:
Depreciation and amortization                    120.0     115.6
Equity in earnings of unconsolidated affiliates  (15.2)    (17.8)
Provision for income taxes                       114.7      32.5
Income taxes paid, net of refunds                (44.7)    (13.8)
Restructuring expenses & rel. asset impairments    6.9      11.2
Payments for restructuring expenses and
related asset impairments                        (7.2)    (13.9)
Defined benefit pension expense                   63.4      77.1
Payments under defined benefit pension
arrangements                                   (265.1)    (63.3)
Provision for environmental remediation           17.8       4.5
Expenditures for environmental remediation       (11.8)     (8.0)
Changes in assets and liabilities,
excluding effect of currency translation:
Trade accounts receivable                       (80.6)    (15.8)
Inventories                                     (66.9)    (37.1)
Accounts payable                                 50.2      37.3
Other accruals and non-cash items                66.7      11.8
                                             --------  --------
Net cash provided by operating activities        217.0     327.7

INVESTING ACTIVITIES
Capital expenditures                            (141.6)   (112.9)
Businesses acquired, net of cash acquired        (55.8)    (34.7)
Transfer to restricted cash & cash equivalents   (38.8)    (97.8)
Proceeds from sale of product line and
disposal of assets                               17.7         -
Other investing activities                           -       0.5
    -------- --------
Net cash (provided by) used for
investing activities                           (218.5)   (244.9)

FINANCING ACTIVITIES
Net borrowings under credit arrangements          21.6      28.9
Proceeds from exercise of stock options           12.1      10.4
Other financing activities                         6.0       2.2
                                             --------  --------
Net cash provided by financing activities         39.7      41.5

Effect of currency exchange rate changes
on cash and cash equivalents                     (5.6)     (1.6)
                                             --------  --------
Increase (Decrease) in cash & cash equiv.         32.6     122.7
Cash and cash equiv., beginning of period      1,015.7     893.0
                                             --------  --------
Cash and cash equivalents, end of period      $1,048.3  $1,015.7
                                             ========  ========



                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Judge Ronald Buckwalter of the U.S. District Court for the
District of Delaware on Jan. 31, 2012, denied all objections and
confirmed W.R. Grace & Co. and its debtor affiliates' Plan of
Reorganization in its entirety.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WS MINERALS: Minor Modifications Made to Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized the modification of Section 5.03(c) of the Debtor's
First Amended Plan of Reorganization to delete the first sentence
in its entirety and replace the first sentence with the following
sentence:

     "The Class 3 Claim shall be paid in full on the Effective
      Date by the transfer by special warranty deed of title to
      the Providence Property from WSM to PBEI Holdings, LLC in
      full and final payment of any and all Claims of Providence."

Any reference in the Plan to the sale or transfer of the
Providence Property to Providence will be modified for the sale or
transfer of the Providence Property to be to PBEI Holdings, LLC.

As reported in the Troubled Company Reporter on Nov. 28, 2011,
the U.S. Bankruptcy Court for the Northern District of Texas has
approved the first amended disclosure statement in support of the
plan of reorganization filed by WS Mineral Holdings, LLC (WSM).

Under the Plan, the Debtor's real estate 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.  The transfer
of the property will be a payment of any and all amounts owed to
the Class 3 Claimant by the Debtor and will be applied as a credit
against the indebtedness of WSM to the Class 3 Claimant.  The
transfer of the property to the Class 3 Claimant will fully and
finally pay and satisfy any and all claims of the Class 3 Claimant
against WSM or Reorganized WSM.  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.  Alternatively, but only upon the affirmative election
of the Class 3 Claimant for the treatment, WSM will retain all of
the property owned by WSM and will develop the property and sell
all or portions of the property to pay the Class 3 claims of
Providence and the Class 4 claims of UDF and, after the payment of
the Class 3 and Class 4 claims, the payment of Class 5 Claims.

The classification and treatment of claims under the Plan are:

     A. Unclassified claims, consisting of Administrative Claims
        and Priority Tax Claims, estimated at less than $20,000,
        will be paid in full on or before January 31, 2012.

     B. Class 2 (Secured Tax Claims) assessed to be $2,113.48.
        WSM will pay all Allowed Secured Tax Claims for ad valorem
        taxes for the tax years 2011 as assessed by the applicable
        taxing authorities and thereafter in the ordinary course
        of business, as administrative priority claims.

     C. Class 3 (Providence Bank Secured Claim) will be allowed in
        the amount of $12,150,435 plus accrued but unpaid
        interest, fees, costs and expenses.  The Class 3 Claim
        will be paid in full on the Effective Date by the transfer
        by special warranty of title to the Debtor's real estate
        property from WSM to Providence Bank in full and final
        payment of any and all claims.

     D. Class 4 (Secured Claim of UDF) will be allowed in the
        amount of $10,691,985 plus accrued but unpaid interest,
        fees, costs and expenses provided for under the
        prepetition UDF loan documents.  If Providence does not
        make the Providence Election, UDF will release any and all
        claims to the Providence Property.  The property owned by
        WSM that is not the Providence Property will be subject to
        liens of UDF.  The claims of UDF will be paid from the
        proceeds of sales of the Remaining WSM Property.  If
        Providence makes the Providence Election, UDF will retain
        any and all liens under the Prepetition UDF Loan
        Documents; provided however, that the Prepetition UDF Loan
        Documents will be modified and amended as necessary to
        conform to the terms of the Plan and the treatment of the
        Class 3 Claim.

     E. Class 5 (General Unsecured Claims) will receive cash equal
        to the amount of the Claim of each claimant after the full
        payment of Premier and UDF.  Within 30 days of the receipt
        of funds by WSM from the sale of any property, WSM will
        pay 80% of the funds received to Allowed Class 5 Claims;
        provided however, that the payments will only be made
        after the claims of Providence and UDF have been paid in
        full.

     F. Class 6 (Interests in the Debtor) are 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 Disclosure Statement is available for free at
http://bankrupt.com/misc/WSMINERAL_ds.pdf

                 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.


* US Can't Sue Ch. 13 Trustees Over Orders, 6th Circ. Says
----------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that squashing a suit
over Michigan bankruptcy judges' decision to order the Internal
Revenue Service to send tax refunds of Chapter 13 filers directly
to trustees, the Sixth Circuit said Monday that the federal
government can't sue the trustees for carrying out court orders.


* Moody's Says Non-Financial Cos. Face $1.3-Tril. Maturing Debt
---------------------------------------------------------------
Over the next five years, US non-financial companies face about
$1.3 trillion in maturing debt, says Moody's Investors Service in
its latest refunding reports. The total is essentially the same as
reported in last year's study.

Most of the maturities over the next five years?$668 billion of
the $1.3 trillion?is speculative-grade debt, with corporate bonds
totaling $273 billion and bank credit facilities totaling $395
billion.

"European sovereign-debt uncertainties pose the biggest risk,"
said Kevin Cassidy, a Moody's Senior Credit Officer and one of the
authors of the report. "While most companies should be able to
refinance their upcoming maturities assuming the normal
functioning of credit markets, some lower-rated companies could
struggle amid macroeconomic uncertainty, the sovereign-debt crisis
in Europe and potentially higher interest rates in a couple of
years."

The top twenty-five companies rated B3 with a negative outlook or
lower with the largest maturing debt hold $79 billion (12%) of the
debt maturing by 2016.

"We believe many of these companies will face challenges
refinancing their debt," Cassidy said. "Especially if their
capital structures are untenable and if business fundamentals do
not improve."

The largest B3 negative or lower companies are Clear Channel
Communications with more than $16 billion of debt due, Texas
Competitive Electric Holdings with almost $11 billion and Caesars
Entertainment with close to $8 billion.

Of the $668 billion speculative-grade debt maturing over the next
five years, about $110 billion is rated Caa1 or lower. "These are
the obligations most at risk," said Tiina Siilaberg, an analyst at
Moody's and co-author.

Maturities for speculative-grade companies are back-end weighted
over the next five years, with a very modest $27 billion due in
2012, $67 billion due in 2013, $168 billion due in 2014 and $161
billion due in 2015. Maturities in 2016 of $246 billion represent
close to 40% of the total. A year ago, when $690 billion was due
over the five-year time horizon, 2014 was the year of peak
maturities.

"However, we believe some speculative-grade bank credit facility
maturities will be 'pulled-forward,' sharply increasing near-term
refunding needs," said Siilaberg. "The maturity of bank facilities
in 2012 and 2013 could triple to $166 billion from $52 billion."

The 'pull-forward effect' refers to the propensity of companies to
refinance their entire bank credit facility when only one debt
instrument is maturing.

Refinancing risk, as measured by market access and ratings, has
declined over the past few years for both speculative-grade and
investment-grade companies as companies' intrinsic liquidity has
increased and the US economy has continued to recover, said
Moody's.

An Investment-grade company faces far less risk than speculative-
grade companies, partly because its credit quality is typically
stronger, cash balances higher and annual debt maturities are more
evenly spread over the next five years.

"Unlike speculative-grade companies, which have borrowed more to
refinance pending maturities, we believe investment-grade
companies will use their balance-sheet strength to expand their
businesses or enhance shareholder returns," said Siilaberg.

Depending on the sector, some companies may increase share
repurchases, pay higher dividends, pursue strategic mergers and
acquisitions or just accumulate cash. "These activities (with the
exception of cash accumulation) could weaken credit metrics and
pressure ratings," Siilaberg said.

The telecom, technology and media industries are heavily
represented in both speculative-grade and investment-grade debt
maturities because of several large issuers and the sector's
general cash-flow stability.

This is the fourteenth year that Moody's has written reports on
refunding needs and risks for speculative-grade companies and the
fourth year for investment-grade companies. The new reports are
the third in Moody's ongoing annual reviews of refunding risk that
look at a five-year window, rather than the three-year periods
studied in previous reports.


* Trouble Looms for Retail Sector in 2012
-----------------------------------------
Hilary Russ at Bankruptcy Law360 reports that with consumer
confidence low and jobless rates high, the retail sector topped
the list of industries most likely to face financial distress in
the coming year, according to two new surveys of bankruptcy and
restructuring professionals.

About 35% of the 150 lawyers and other professionals surveyed by
Weil Gotshal & Manges LLP said they thought companies in the
retail sector would struggle to stay alive in 2012, according to
the firm's restructuring outlook survey released Tuesday.


* Texas Firm Plans to Restore New York's Knickerbocker Hotel
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Texas hotel company has
bought the building that formerly housed the storied Knickerbocker
Hotel near the heart of Times Square with plans to return it to
its former grandeur.


* Special Servicers Take Big Hits in Property Loan Restructurings
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that commercial-
property debtholders and servicers are slowly working through the
stages of grief. This year is beginning to look like the year of
acceptance.


* U.S. Lawmakers Consider Quarterly Reviews of Rating Firms
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that U.S. lawmakers
plan to introduce a measure that would force credit-rating firms
to affirm the accuracy of their views every quarter, arguing that
more frequent ratings would help sound the alarm sooner on
potential problems.


* Personal Bankruptcy Lawyers Forced to Reduce Rates
----------------------------------------------------
Last year's 12% drop in bankruptcy filings may be good news to
consumers, but for the lawyers who represent them it could mean a
substantial blow to the budget.

According to a recent business report from Bloomberg News,
personal bankruptcy attorneys had to reduce retainer fees by an
average of 9% in 2011 to adjust for the declining demand for
bankruptcy protection.

As Partner at one of the largest consumer bankruptcy firms in
America, Jeffrey Aleman was interviewed by reporters at Bloomberg
about his knowledge on this pressing issue.

Quoted in the article Aleman says he's gone through market
declines before and that the offices of Macey Bankruptcy Law are
"in this for the long term."

"I've been doing this for 15 years.  There are ups and downs --
bankruptcy is cyclical. Either economic, or a change in the laws,
there's some major change usually about every five years," Aleman
says.

Furthermore, they say they are using the downturn in bankruptcies
as incentive to improve.  Macey Bankruptcy Law has the resources
to continue providing clients with unbeatable service at an
affordable price, even in a declining market.  "We're trying to be
more creative," says Aleman, "we're using our dollar more wisely
now than ever before."

Aleman says he has seen the bankruptcy market cycle like this
before and it always bounces back.  He also ensures that Macey
Bankruptcy Law will still be offering superior services when it
does.  "When creditors are again lending and giving credit, people
will get into trouble again. When they do, we will be there to
help."

Macey Bankruptcy Law -- http://www.maceybankruptcylaw.com/-- is a
service of Macey & Aleman has been representing consumer debtors
in bankruptcy cases since 1994.  Through tireless hard work,
dedication to customer service, and commitment to fair and
reasonable fees, Macey Bankruptcy law has been able to help
thousands of hardworking Americans get the debt relief they need.


* Cohen & Grigsby's Florida Office Relocates to Mercato in Naples
-----------------------------------------------------------------
Cohen & Grigsby, a business law firm with offices in Pittsburgh,
PA and Naples, FL, disclosed that the firm's Florida office has
completed its move from its previous location in Bonita Springs to
a new and expanded location in Naples (at the Mercato - Suite
6200, 9110 Strada Place).  The new offices (approximately 12,000
square feet) will house a total of 28 employees, including
attorneys and professional staff.

"For more than a decade, Cohen & Grigsby has had a significant
presence in Southwest Florida representing businesses,
organizations and individuals in various areas of the law," said
Jason Korn, director and managing partner of Cohen & Grigsby's
Florida office.  "Our new offices in the Mercato put us in the
heart of one of the region's key lifestyle centers, enabling us to
even more readily demonstrate our support for the area's cultural
and artistic programs.  It's all part of our 'Culture of
Performance' at Cohen & Grigsby - in our practice of the law, and
in our dedication to the regions we serve."

Cohen & Grigsby has already established relationships with a host
of cultural organizations in Southwest Florida that include the
United Arts Council, Naples Players, Gulfshore Playhouse and
Naples Town Hall Distinguished Speakers.  The firm also serves as
a sponsor of ART SMART, the Gulfshore Playhouse theatre education
project that brings theater-based workshops into schools to
enhance self-esteem and encourage cooperative learning.

"For any region to serve as a desirable place to live and work, it
should also have a thriving cultural community filled with art and
music," Korn added.  "We are proud to play a part in supporting
the region's efforts."

                      About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/--
and its attorneys have provided sound legal advice and solutions
to clients that seek to maximize their potential in a constantly
changing global marketplace.  Comprised of more than 130 lawyers,
Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples,
FL.  The firm's practice areas include Business & Tax, Labor &
Employment, Immigration/International Business, Real Estate &
Public Finance, Litigation, Estates & Trust, Intellectual
Property, Bankruptcy & Creditors Rights, and Public Affairs.
Cohen & Grigsby represents private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
businesses across a full spectrum of industries.


* Ex-DoJ Head to Lead Seward & Kissel's New Practice Group
----------------------------------------------------------
The former head of the Department of Justice's Criminal Division,
and the longtime chair of the white-collar practice at a leading
national law firm have joined Seward & Kissel LLP, the firm
announced.  Rita Glavin and Michael Considine will serve as co-
heads of a newly established Government Enforcement and Internal
Investigations group in the firm's New York office.

"We are excited to offer our clients enhanced capability in
connection with internal and governmental investigations,
regulatory enforcement, and regulatory compliance," said John
Tavss, chairman of Seward & Kissel's Policy Committee.  "The
talent and experience Rita and Mike bring is extraordinary, and it
will be particularly beneficial to our clients throughout the
financial services industry who face a rapidly changing
enforcement environment."  Tavss noted that Ms. Glavin and Mr.
Considine, who collectively served almost 20 years at DOJ and
tried dozens of cases, have core practices in advising corporate
clients on regulatory issues, conducting complicated internal
investigations, and representing individuals in government
investigations and prosecutions.

Ms. Glavin, a former prosecutor in the U.S. Attorney's Office in
the Southern District of New York, served as second-in-command of
the DOJ Criminal Division under President George W. Bush in 2008
and was appointed by President Barack Obama in January 2009 to
oversee the DOJ Criminal Division during the transition period of
the new administration.  As head of that division, she supervised
more than 700 DOJ employees in 18 different criminal sections,
including the Foreign Corrupt Practices Act unit; oversaw high-
profile investigations involving corporate crimes, corruption,
fraud, national security matters, and cybercrime; worked to
develop DOJ's strategy for investigating large-scale financial
crimes and establish the Financial Fraud Enforcement Task Force;
coordinated investigations with the SEC's Enforcement Division;
and testified numerous times before Congress about the financial
crisis and the Fraud Enforcement and Recovery Act of 2009.

While a line prosecutor, Ms. Glavin specialized in white-collar
cases, including prosecutions resulting from the FBI's Wooden
Nickel undercover operation into the financial industry,
corruption matters involving federal and state officials, and
investigations of entities and individuals involved in financial
crimes.  Most recently, Ms. Glavin led the white collar and
government investigations practice for the New York office of an
AmLaw 100 firm.

Mr. Considine chaired his prior firm's White Collar Defense and
Internal Investigations practice for the last four years and was
nominated by President Bush, in July 2008, to serve as the U.S.
Attorney for the State of Connecticut.  In more than 15 years of
private practice, Mr. Considine has represented many corporations
and individuals in a wide range of internal and government
investigations.  His numerous sensitive and complex engagements
include his appointment by the Department of Justice to monitor a
major international bank during the Enron probe; his participation
on a team tasked by DOJ to monitor a large healthcare entity; and
conducting internal investigations for financial institutions in
response to government probes.  Prior to entering private
practice, Mr. Considine was a supervisory federal prosecutor
within the U.S. Attorney's Office for the Eastern District of New
York. There he handled the trials and appeals in many cases
involving bank fraud, tax fraud, and racketeering.

                  About Seward & Kissel

Seward & Kissel LLP -- http://www.sewkis.com/-- is a law firm
with offices in New York and Washington, D.C., originally
established in 1890, offering legal advice emphasizing business,
financial and commercial law and related litigation.  The Firm's
practices include mergers & acquisitions and other business
transactions, corporate finance and securities, investment
management, bankruptcy and corporate reorganization, litigation,
tax, real estate, employment and employee benefits, trusts and
estates, intellectual property and legislative and regulatory
advice.  The Firm is internationally known for its work with
clients in the private investment/hedge fund, transportation
(shipping) and banking industries.


* BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership
-----------------------------------------------------------
Editors: Terence F. Moore and Earl A. Simendinger
Publisher: Beard Books
Softcover: 244 pages
Price: $34.95
Review by Henry Berry

Hospital Turnarounds - Lessons in Leadership is a compilation of
twelve essays on the many approaches that have been taken to
resuscitate hospitals in distressed situations.  Most of the
essayists are CEOs or presidents of hospitals or healthcare
organizations, and their stories are all different and compelling
in their own way.  The hospitals differ in their size,
marketplace, facilities, and services offered.  The causes of
their distress vary and the strategies that were used to overcome
them are wide-ranging.  All-in-all, it makes for an engaging
collection of success stories.

The authors have extensive experience in the healthcare system,
and nearly all have held top leadership posts in several public
and private hospitals.  Most importantly, all have been involved
in successful turnarounds at some time in their careers. Two of
the authors are from the field of marketing, which can play a
significant role in hospital turnarounds.

The number of troubled hospitals rises and falls over time,
depending on many factors, including the state of the U.S.
economy.  There are always some hospitals in a distressed
situation or teetering close to it.  In spite of the fact that
healthcare is a basic need in U.S. society, hospitals are
constantly vulnerable to financial problems because of
competition, changing medical technology, new approaches to
healthcare from improved drugs and public awareness, and medical
malpractice lawsuits.  Any or all of these factors can be
financially crippling and, even if the financial impact is
minimized, a hospital's reputation can be damaged.  Like any other
business organization, hospitals can also run into difficulty
because of poor management or labor problems.

The first and last chapters, "Introduction" and "Turnarounds: An
Epilogue," respectively, are written by the co-editors.  The
balance of the chapters contain first-hand accounts of hospital
turnarounds, with the authors asked by the co-editors to "document
the role of the various publics."  The authors do this, offering
their assessment of the role of the board of directors, medical
staff, management team, volunteers, and other relevant "publics"
in the respective turnarounds.   A common thread in this book is
that the import and activities of these publics were different in
every turnaround.  Each turnaround had to address its own
grievous, overriding problem or set of problems.  Each turnaround
had its own cast of characters who brought different backgrounds
and skills to the turnaround.  As a result, each path taken to
overcoming the distressed situation was different.

No matter what the cause or causes of a hospital's distressed
situation, in nearly every case the problems were first realized
when a financial problem became apparent.  Thus, turnarounds are
inevitably focused on improving a hospital's financial situation.
As one of the authors notes, "A turnaround is most often the
result of increased revenues and decreased expenses."  The
approach taken by some of the authors was to focus on
"[increasing] revenues to improve the operating margins of their
organizations."  Many other turnarounds were accomplished by
focusing on reducing expenses.  Invariably, however, a combination
of both was needed and working toward these paired objectives
required a new strategic thinking and the development of
operational capabilities that prepared the hospital for long-term
survival in continually changing market conditions.  One author's
prescription for success was, "Upward communication, fluidity of
organizational structure, a reduction of unnecessary bureaucratic
rules and policies, and ambitious yet realistic goals and
objectives."

These practices are present in healthy companies and usually
missing in distressed companies.  Implementation of these business
practices is essential for a hospital to return to a favorable
financial footing.

Another author addressed "organizational burnout," which must be
corrected if a hospital is to survive.  Burnout is evident when
"the sum of an organization's actual output is decreasing over
time when compared with its potential output."  The challenge
facing hospital executives and turnaround specialists is to reduce
-- and ideally, eliminate -- the gap between actual and potential
output.  The smaller the gap, the more efficient, productive, and
healthy the organization.

These are just a few of the observations and lessons provided in
this collection of essays.  Through engaging first-person accounts
of rescue stories, the reader learns what a turnaround is all
about, how to diagnose a distressed situation, and how to
formulate a strategy that implements specific corrective actions.

Terence F. Moore has been involved in the Michigan hospital system
as President and CEO of Mid-Michigan Health, Board Member of the
Michigan Hospital Association, and Chair of the East Michigan
Hospital Association.  He is also a fellow of the American College
of Healthcare Executives.  Earl A. Simendinger is a professor of
management at the College of Business at the University of Tampa
who for 20 years was a hospital administrator.  Also a fellow in
the American College of Healthcare Executives, he has written many
books and articles on management and organizational development.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

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

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


                  *** End of Transmission ***