TCR_Public/120210.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 10, 2012, Vol. 16, No. 40

                            Headlines

2655 BUSH: Files for Chapter 11 in San Francisco
AES EASTERN: New York DEC Objects to Sale of Emissions Credits
ALLIANT HOLDINGS: Moody's Assigns 'B3' PDR; Outlook Stable
AMC ENTERTAINMENT: Fitch Affirms 'B' Rating; Outlook Negative
AMC ENTERTAINMENT: S&P Rates $300-Mil. Term Loan at 'BB-'

AMC TL: Moody's Assigns 'Ba2' Rating to Proposed $300-Mil. Notes
AMERICAN AIRLINES: To Renegotiate $1.6BB BNDES Debt
AMERICAN AIRLINES: S&P Lifts Ratings on Class A1 Cert. to 'CCC+'
AMERICAN AIRLINES: AICA Wants EX-TWA Pilots' Committee
AMERICAN PETROLEUM: S&P Affirms 'B-' Corporate Credit Rating

AMTRUST FINANCIAL: Creditors Seek Nod for $950,000 Atty. Fees
AVISTAR COMMUNICATIONS: Inks Sublease Agreement with Webroot
BARNEYS NEW YORK: In Talks With Lenders, Taps Advisors
BELLMARK RECORDS: Aug. Trial on Ownership of Dazzey Duks & Whoomp!
BONDS.COM GROUP: Has $2.2-Mil. Settlement With Receiver

BOSTON CEI: Court Vacates Default Judgment Against Vertec
BROOKE CORPORATION: Kansas Court Rules on Suit v. Underwriters
CAESARS ENTERTAINMENT: Moody's Assigns B2 to 1st Lien Notes
CAESARS ENTERTAINMENT: Fitch Rates $1.2-Bil. Sec. Notes at 'B/RR2'
CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating to Sr. Sec. Notes

CANNERY CASINO: Moody's Says Revolver Extension Credit Positive
CDC CORP: Wants to Sell Stake to Stalking Horse
CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al.
CIRCUS AND ELDORADO: Plans to Offer $120 Million of Senior Notes
CLEAR CHANNEL: Fitch Affirms 'CCC' Issuer Default Rating

COMSTOCK RESOURCES: S&P Lowers Corporate Credit Rating to 'B+'
CONQUEST PETROLEUM: Incurs $1.3 Million Net Loss in Sept. 30 Qtr.
CONSTELLATION BRANDS: S&P Assigns BB+ Senior Unsecured Rating
CORDIA COMMUNICATIONS: Can Access Thermo Cash Collateral
CORDIA COMMUNICATIONS: U.S. Trustee Wins Case Conversion

CORDIA COMMUNICATIONS: Court Denies UST Motion to Appoint Examiner
CORRECTIONS CORP: Fitch Assigns 'BB+' Issuer Default Rating
CUI GLOBAL: Amends Form S-1 Registration Statement
CUSTER ROAD: Files for Chapter 11 in Sherman, Texas
DENNY'S CORP: Keeley Asset Discloses 8.7% Equity Stake

DESERT GARDENS: Court Denies Plea to Extend Plan Filing Deadline
DESTINATION MATERNITY: Moody's Affirms 'B2'; Outlook Now Stable
DIALOGIC INC: Wells Fargo Extends Forbearance Until March 6
DIAMOND FOODS: Audit Committee Completes Accounting Probe
DIGICEL LIMITED: Moody's Assigns 'B1' Rating to Sr. Unsec. Notes

EASTER NEW YORK FEDERAL: Acquired by USAlliance Federal
EASTERN/505 LP: Taps Spector & Johnson as Counsel
EASTMAN KODAK: Wins Interim Approval to Pay Taxes and Fees
EASTMAN KODAK: Wins Interim Approval to Honor Customer Obligations
EASTMAN KODAK: To Seek Approval of $950MM Loans on Feb. 15

EASTMAN KODAK: Proposes Sullivan & Cromwell as Lead Counsel
EASTMAN KODAK: Proposes Young Conaway as Counsel
EMC PACKAGING: Dist. Court Says McCoy Lawsuit Should Be Stayed
ENERGY FUTURE: Issues $800 Million of Sr. Secured Notes Due 2022
ENIVA USA: Can Access Home Federal's Cash Until Feb. 28

ENIVA USA: Will Seek Approval of Plan at Feb. 22 Hearing
ENIVA USA: U.S. Trustee Asks Court to Dismiss or Convert Case
ENTEPRISE PRODUCTS: Fitch Assigns 'BB' Jr. Subordinated Rating
EXCO RESOURCES: S&P Lowers Corporate Credit Rating to 'B+'
FAXTOR HG: S&P Cuts Ratings on 2 Deferrable Note Classes to 'D'

FERRELLGAS PARTNERS: Moody's Lowers CFR to B1; Outlook Negative
FKF MADISON: One Madison Condo Has New Plan for Lender Ownership
FOCUS BRANDS: Moody's Assigns 'B1' Rating to Credit Facilities
GARY BUSEY: Actor Files for Chapter 7 With $50,000 Assets
GENCORP INC: Reports $2.9 Million Net Income in Fiscal 2011

GENCORP INC: Board Approves $1.5 Million Incentive to Executives
GENERAL MARITIME: Court to Subpoena Execs Over Oaktree Deal
GLOBAL VILLAGE: S&P Withdraws 'BB+' Rating on 2010 Revenue Bonds
GRAHAM SLAM: Court OKs Pacific Rim as Lease Listing Agent
GRAHAM SLAM: Court Approves Schwave Williamson as Counsel

HAWAIIAN TELCOM: S&P Assigns 'B-' Rating to $300-Mil. Term Loan
HCA INC: Moody's Rates Proposed Senior Secured Notes at 'Ba3'
HCA INC: Fitch Rates Proposed $750-Mil. Sr. Sec. Notes at 'BB+'
HCA INC: S&P Assigns 'BB' Rating to $750-Mil. Sr. Secured Notes
HEARTHSTONE HOMES: Files for Chapter 11 Then Obtains Dismissal

HERCULES PUBLIC: S&P Lowers Ratings on Revenue Bonds to 'BB'
HOTEL AIRPORT: Plan Outline Hearing Rescheduled to April 17
HOTEL NEVADA: Appeals Court Confirms $144-Mil. Arbitration Award
HUSSEY COPPER: Taps Winter Harbor to Substitute Huron Consulting
HUSSEY COPPER: Wants Until April 9 to Propose Chapter 11 Plan

JAMES RIVER: Invesco Discloses 6.6% Equity Stake
JESCO CONSTRUCTION: Can Employ Law Offices of Craig M. Geno
KLN STEEL: Has Access to Banco Popular's Cash Until Feb. 15
KLN STEEL: Conway MacKenzie Approved as Financial Advisors
KLN STEEL: Committee Taps Navigant Consulting as Financial Advisor

KMC REAL ESTATE: Argenta to Provide $37MM Exit Financing
LAS VEGAS SANDS: S&P Puts 'BB' Corporate Rating on Watch Positive
LECG CORP: Robeco Investment Does Not Own Common Shares
LEVI STRAUSS: Reports $135.1 Million Net Income in Fiscal 2011
LICHTIN/WADE: Wants to Use BB&T Cash Collateral

LICHTIN/WADE: Wants Revenue Dept to Turn Over Rent Payment
MACH GEN: S&P Withdraws 'B' Rating on $160-Mil. Facilities
MAGUIRE GROUP: Feb. 16 Final Cash Collateral Hearing Slated
MAGUIRE GROUP: Rasky Baerlein OK'd as Communication Consultants
MCMORAN EXPLORATION: S&P Lowers Corporate Credit Rating to 'B-'

MERCHANTS MORTGAGE: Section 341(a) Meeting Scheduled for Feb. 29
MERCHANTS MORTGAGE: Court Approves Anton Collins as Accountants
MERCHANTS MORTGAGE: Can Hire Greenberg as Regulatory Counsel
MERCHANTS MORTGAGE: Court OKs Hunton & Williams as Tax Counsel
MERCHANTS MORTGAGE: Can Hire Laufer and Padjen as Bankr. Counsel

MERCHANTS MORTGAGE: Can Employ Schlueter as Securities Counsel
MERCHANTS MORTGAGE: Court OKs Shimel & Bulow as General Counsel
METROPARK USA: Can Access Second Lien Lenders Cash Until Feb. 28
MF GLOBAL: SIPA Trustee Files Report on Probe Into Collapse
MF GLOBAL: Customers May Lose $700 Million in Dispute

MF GLOBAL: Court Denies Sapere's Motion for 761-767 Administration
MF GLOBAL: Ch. 11 Trustee Files Application to Employ Skadden Arps
MF GLOBAL: Singapore Liquidators Have $350-Mil. Payout to Clients
MF GLOBAL: Futures Industry Explores New Safeguards
MOHEGAN TRIBAL: Exchange Offer to Expire on Feb. 22

MONTANA ELECTRIC: Feb. 14 Hearing on Final Use of Cash Collateral
MOSSI & GHISOLFI: Fitch Affirms Issuer Default Rating at 'BB'
MSR RESORT: Has Final OK to Obtain Balance of Financing of $15MM
MSR RESORT: Lease Decision Period Extended Until April 29
MUNICIPAL MORTGAGE: MLCS Extends Forbearance Until June 2013

NCO GROUP: Signs AVC with Several States; To Pay $575,000
NET ELEMENT: Signs $100,000 Subscription Pact with Felix Vulis
NETFLIX INC: Moody's Says 'Ba2' Rating Unaffected by Verizon JV
NEW CENTURY FIN'L: Court Disallows Galope's $350T Secured Claim
NEWPAGE CORP: Has Until May 4 to Propose Chapter 11 Plan

OCEAN PLACE: AFP 104 Opposes Confirmation of Debtor's Plan
OCEAN PLACE: Opposes AFP 104's Liquidating Plan
OMEGA NAVIGATION: Has Access to Cash Collateral Until April 16
OPEN RANGE: Seeks to Convert Bankruptcy Case to Chapter 7
OVERLAND STORAGE: Jon Gruber Discloses 7.3% Equity Stake

OXYSURE SYSTEMS: Extends CEO's Employment for One Year
PALOMAR POMERADO: Fitch Affirms Ratings on Bonds at 'BB+'
PEGASUS RURAL: Files Plan to Pay All Creditors in Full
PENINSULA HOSPITAL: Taps HMS to Provide Reimbursement Services
POLAROID CORP: Petters Execs. Dodge Fund's Suit Over Interests

POST HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
PICHI'S INC: Has Until March 30 to File Chapter 11 Plan
PUERTO RICO AQUEDUCT: S&P Retains bb+ Stand-Alone Credit Profile
QUANTUM FUEL: Fails to Meet Nasdaq's Minimum Bid Requirement
R & S ST. ROSE: Larson & Larson Withdraws as Counsel

REAL ESTATE ASSOC: Has Not Received Proceeds from Oakwood Sale
REGENCY CENTERS: S&P Assigns 'BB+' Rating to $250MM Pref. Stock
REGENCY CENTERS: Fitch Rates $250-Mil. Preferred Stock at 'BB+'
REITTER CORP: To be Converted to Ch. 7 After Filing to File Plan
RUST OF KENTUCKY: Wins $4.8MM Judgment in Contractor Dispute

SAND SPRING: Court OKs Walker Truesdell as Independent Agent
SAND SPRING: Wins Court Approval to Employ BDO as Auditors
SANTA CLARA: Moody's Affirms 'Ba1' Rating on Electric Rev. Bonds
SEALY CORP: Hudson Bay Discloses 5.7% Equity Stake
SEJWAD HOTELS: Files for Chapter 11 in Los Angeles

SOLYNDRA LLC: Looks to Extend Maturity of Bankruptcy Loan
SPANISH BROADCASTING: Completes $275MM Secured Notes Offering
SPEEDWAY MOTORSPORTS: S&P Affirms 'BB' Corporate Credit Rating
ST. LOUIS COUNTY: Fitch Affirms Rating on $7.6MM Bonds at 'BB'
STATION CASINOS: Moody's Rates $625MM Sr. Unsec. Notes at 'Caa2'

TBS INTERNATIONAL: 3 More Affiliates File for Chapter 11
TBS INTERNATIONAL: Asks Court to Confirm Automatic Stay
TBS INTERNATIONAL: Taps Garden City as Admin. & Claims Agent
THIRD STREET: Howard Grobstein Appointed as Chapter 11 Trustee
TRAILER BRIDGE: To Pay $1 Million in Bonuses on Confirmation

UNION OF CANADA LIFE: Court Enters Wind Up Order
US FIDELIS: Can Continue Use of Cash Collateral to March 31
US FIDELIS: Can Employ David Lander as Conflicts Counsel
VISUALANT INC: Incurs $554,866 Net Loss in Dec. 31 Quarter
VITESSE SEMICONDUCTOR: Incurs $844,000 Net Loss in 1st Quarter

WATERSONG APARTMENTS: Plan Disclosures Rejected by Court Anew
WORLD SURVEILLANCE: Closes $5.5MM Securities Pact with La Jolla
YRC WORLDWIDE: Prescott Group Discloses 8% Equity Stake
ZOGENIX INC: Abingworth Ceases to Hold 5% Equity Stake

* Moody's: U.S. Junk Default Rate Rises to 2.2% in January
* S&P: Percentage of Firms With Junk Ratings Hit 44.4% in 2011

* Green Hunt Wedlake Joins Grant Thornton Canada

* BOOK REVIEW: Corporate Debt Capacity



                            *********

2655 BUSH: Files for Chapter 11 in San Francisco
------------------------------------------------
2655 Bush LLC filed a bare-bones Chapter 11 petition (Bankr. N.D.
Calif. Case No. 12-30388) in its hometown in San Francisco on
Feb. 8, 2012.

According to the docket, a meeting of creditors under 11 U.S.C.
Sec. 341(a) is scheduled for March 13, 2012, at 9:00 a.m.  Proofs
of claim are due June 11, 2012.

The Debtor, which claims to be a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101 (51B), estimated up to $50 million
in assets and liabilities.  The principal place of the business is
located in San Francisco.


AES EASTERN: New York DEC Objects to Sale of Emissions Credits
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the New York State Department of Environmental
Conservation says that AES Eastern Energy LP and affiliates should
be precluded from selling carbon dioxide emissions credits.

According to the report, the New York DEC contended in a Feb. 7
bankruptcy court filing that AES needs the credits to cover its
own carbon dioxide emissions.  If they are sold, the DEC says that
the result will be a fine three times larger than the $30 million
AES hopes to gain by sale of the credits.

The report relates that the DEC contends that the fine would be an
expense of the Chapter 11 case that would come ahead of unsecured
creditors' claims and must be paid in full.  The DEC thus believes
that sale of the credits isn't a good business decision and isn't
in the best interests of creditors.

A hearing on the matter is scheduled for Feb. 15.

                         Case Transfer

Mr. Rochelle also reports that at the Feb. 15 hearing, New York
State Electric & Gas Corp. will ask the bankruptcy judge in
Delaware to move the entire case to Syracuse, New York, closer to
where AES's plants are located.

                        About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six Power Plants and sell the electricity
generated by those Power Plants, as well as unforced capacity and
ancillary services, into the New York wholesale power market to
utilities and other intermediaries under short-term agreements or
directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., are the proposed counsel to the Creditors'
Committee.


ALLIANT HOLDINGS: Moody's Assigns 'B3' PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has changed various debt ratings of
insurance brokers and service companies based on the application
of its loss given default (LGD) framework to guide notching
decisions for speculative-grade issuers. The LGD framework was
incorporated into Moody's Global Rating Methodology for Insurance
Brokers & Service Companies through an update to the methodology
published on February 3.

RATINGS RATIONALE

"The LGD framework helps us to more consistently estimate
potential losses and recoveries on obligations of below-
investment-grade issuers," said Moody's Vice President and Senior
Credit Officer Bruce Ballentine. "The range of instrument ratings
around the corporate family rating is generally wider under LGD
than under the more qualitative notching practices used in the
prior methodology." The LGD-related rating actions, listed below,
include one-notch upgrades of certain senior secured debt
obligations and one-notch downgrades of certain lower-tier
obligations.

Moody's noted that the insurance brokerage methodology mainly
helps to explain senior debt ratings of investment-grade issuers
and corporate family ratings (CFRs) of speculative-grade firms,
and these ratings have not been affected by the recent update.
That is because the new methodology maintains the same key rating
factors, credit metrics, rating level guidelines and factor
weightings as in the prior version.

The most significant change to the methodology has been the
incorporation of the LGD framework. This framework, which is well
established for non-financial speculative-grade firms, encompasses
probability of default ratings (PDRs) for each corporate family
and LGD assessments for each rated obligation. PDRs address the
likelihood that any entity within the corporate family will
default on one of its debt obligations, without any consideration
of the expected LGD. LGD assessments provide an indication of
expected loss severity in the event of a default. Taken together,
CFRs, PDRs and LGD assessments inform Moody's instrument ratings.

LGD assessments are expressed through a six-point scale (LGD1
through LGD6) that orders expected loss severity from lowest to
highest. In addition, Moody's provides the whole percentage point
estimate (commonly referred to as the "LGD point estimate" or "LGD
rate") for each rated obligation.

The LGD-related rating actions (and LGD assessments) are:

ALLIANT HOLDINGS I, INC. (Alliant)

Corporate family rating unchanged at B3

Probability of default rating assigned at B3

Senior secured revolving credit facility unchanged at B2, LGD
assessment assigned at (LGD3, 33%)

Senior secured term loan unchanged at B2, LGD assessment assigned
at (LGD3, 33%)

Senior unsecured notes downgraded to Caa2 (LGD5, 87%) from Caa1.

The rating outlook for Alliant is stable.

Factors that could lead to an upgrade of Alliant's ratings include
(i) adjusted (EBITDA - capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include (i) adjusted
(EBITDA - capex) coverage of interest below 1.2x, (ii) adjusted
free-cash-flow-to-debt ratio below 2%, or (iii) adjusted debt-to-
EBITDA ratio exceeding 8x.

AMWINS GROUP, INC. (AmWINS)

Corporate family rating unchanged at B2

Probability of default rating assigned at B2

First-lien revolving credit facility upgraded to B1 (LGD3, 38%)
from B2

First-lien term loan upgraded to B1 (LGD3, 38%) from B2

Second-lien term loan downgraded to Caa1 (LGD5, 89%) from B3

The rating outlook for AmWINS is stable.

Factors that could lead to an upgrade of AmWINS' ratings include
(i) adjusted (EBITDA - capex) coverage of interest consistently
above 2.5x, (ii) adjusted free-cash-flow-to-debt ratio exceeding
6%, and (iii) adjusted debt-to-EBITDA ratio below 4.5x.

Factors that could lead to a rating downgrade include (i) adjusted
(EBITDA - capex) coverage of interest below 1.5x, (ii) adjusted
free-cash-flow-to-debt ratio below 3%, or (iii) adjusted debt-to-
EBITDA ratio above 6.5x.

C.G. JCF CORP. (Crump Group)

Corporate family rating unchanged at B2

Probability of default rating assigned at B3

Senior secured revolving credit facility unchanged at B2, LGD
assessment assigned at (LGD3, 32%)

Senior secured term loan unchanged at B2, LGD assessment assigned
at (LGD3, 32%)

The rating outlook for Crump Group is stable.

Factors that could lead to an upgrade of Crump Group's ratings
include (i) adjusted (EBITDA - capex) coverage of interest
remaining above 2.5x, (ii) adjusted free-cash-flow-to-debt ratio
consistently above 6%, and (iii) adjusted debt-to-EBITDA ratio
below 4.5x.

Factors that could lead to a rating downgrade include (i) adjusted
(EBITDA - capex) coverage of interest below 1.5x, (ii) adjusted
debt-to-EBITDA ratio above 6.5x, or (iii) a reduction in support
from the private equity sponsor.

On February 3, BB&T Corporation (NYSE: BBT) announced an agreement
to acquire Crump Group's life and property & casualty insurance
divisions for $570 million in cash. The transaction is expected to
close in the first quarter of 2012, subject to regulatory
approval. Moody's anticipates that Crump Group's credit facilities
(outstanding principal balance of $230 million at year-end 2011)
will be repaid and terminated upon the closing of the acquisition,
at which point the ratings would be withdrawn.

HMSC CORPORATION (HMSC)

Corporate family rating unchanged at B3

Probability of default rating assigned at B3

First-lien revolving credit facility upgraded to B2 (LGD3, 34%)
from B3

First-lien term loan upgraded to B2 (LGD3, 34%) from B3

Second-lien term loan downgraded to Caa2 (LGD5, 87%) from Caa1

The rating outlook for HMSC is stable.

Factors that could lead to an upgrade of HMSC's ratings include
(i) adjusted (EBITDA - capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include (i) adjusted
(EBITDA - capex) coverage of interest below 1.2x, (ii) adjusted
free-cash-flow-to-debt ratio below 2%, (iii) cash and equivalent
balances amounting to less than one year's interest expense, or
(iv) a separation from Cooper Gay (Holdings) Ltd.

HUB INTERNATIONAL LIMITED (Hub)

Corporate family rating unchanged at B3

Probability of default rating assigned at B3

Senior secured revolving credit facility upgraded to B1 (LGD2,
26%) from B2

Senior secured term loan upgraded to B1 (LGD2, 26%) from B2

Senior unsecured notes downgraded to Caa1 (LGD5, 71%) from B3.

Subordinated notes downgraded to Caa2 (LGD6, 90%) from Caa1.

The rating outlook for Hub is stable.

Factors that could lead to an upgrade of Hub's ratings include (i)
adjusted (EBITDA - capex) coverage of interest exceeding 2x, (ii)
adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include (i) adjusted
(EBITDA - capex) coverage of interest below 1.2x, (ii) adjusted
free-cash-flow-to-debt ratio below 2%, or (iii) adjusted debt-to-
EBITDA ratio above 8x.

SEDGWICK HOLDINGS, INC. (Sedgwick)

Corporate family rating unchanged at B2

Probability of default rating assigned at B2

First-lien revolving credit facility upgraded to B1 (LGD3, 36%)
from B2

First-lien term loan upgraded to B1 (LGD3, 36%) from B2

Second-lien term loan downgraded to Caa1 (LGD5, 87%) from B3

The rating outlook for Sedgwick is stable.

The primary factor that could lead to an upgrade of Sedgwick's
ratings would be a long-term reduction in financial leverage, with
(i) adjusted debt-to-EBITDA ratio under 4.5x, (ii) adjusted free-
cash-flow-to-debt ratio exceeding 6%, and (iii) adjusted (EBITDA -
capex) coverage of interest of 3x or more.

Factors that could lead to a rating downgrade include (i) adjusted
debt-to-EBITDA ratio over 6.5x for a sustained period, (ii)
adjusted free-cash-flow-to-debt ratio of 3% or less, or (iii)
adjusted (EBITDA - capex) coverage of interest below 1.5x.

TOWERGATE HOLDINGS II LIMITED (Towergate)

Corporate family rating unchanged at B2

Probability of default rating assigned at B2

Towergate Finance plc:

Senior secured revolving credit facility upgraded to Ba3 (LGD2,
29%) from B1

Senior secured acquisition facility upgraded to Ba3 (LGD2, 29%)
from B1

Senior secured term loans upgraded to Ba3 (LGD2, 29%) from B1

Senior secured notes upgraded to Ba3 (LGD2, 29%) from B1

Senior unsecured notes downgraded to Caa1 (LGD5, 82%) from B3

The rating outlook for the Towergate entities is negative.

Factors that could lead to a stable rating outlook for Towergate
include (i) adjusted EBITDA coverage of interest exceeding 1.5x,
(ii) adjusted debt-to-EBITDA ratio below 6x, and (iii)
conservative strategy toward acquisitions as the business
deleverages.

Factors that could lead to a rating downgrade include (i) a
meaningful and unprofitable acquisition strategy, (ii) adjusted
debt-to-EBITDA ratio above 8x, including any off-balance-sheet
debt obligations, (iii) adjusted EBITDA coverage of interest
remaining below 1.25x, or (iv) any significant capital
repatriation outside the restricted group of companies.

USI HOLDINGS CORPORATION (USI)

Corporate family rating unchanged at B3

Probability of default rating assigned at B3

Senior secured revolving credit facility upgraded to B1 (LGD2,
28%) from B2

Senior secured term loan upgraded to B1 (LGD2, 28%) from B2

Senior unsecured notes downgraded to Caa1 (LGD5, 76%) from B3.

Subordinated notes downgraded to Caa2 (LGD6, 92%) from Caa1.

The rating outlook for USI is stable.

Factors that could lead to an upgrade of USI's ratings include (i)
adjusted (EBITDA - capex) coverage of interest exceeding 2x, (ii)
adjusted free-cash-flow-to-debt ratio consistently exceeding 5%,
and (iii) adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include (i) adjusted
(EBITDA - capex) coverage of interest below 1.2x, (ii) adjusted
free-cash-flow-to-debt ratio below 2%, or (iii) adjusted debt-to-
EBITDA ratio above 8x.

The principal methodology used in these ratings was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


AMC ENTERTAINMENT: Fitch Affirms 'B' Rating; Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of AMC
Entertainment, Inc. (AMC) at 'B', assigned a 'BB/RR1' rating to
the proposed $300 million term loan and downgraded the senior
unsecured notes to 'B-'/RR5 from 'B'/RR4.  The Rating Outlook is
Negative.  The downgrade of the senior unsecured notes reflects a
reduction in recovery prospects as a result of the additional
secured term loans issued.

AMC announced its intention to tender $160 million of its $300
million outstanding 8% subordinated notes due March 2014.  The
total consideration of the tender offer is $1,002.50, per $1,000,
which includes a $30 early redemption premium (early tender date
is currently set at Feb. 21, 2012).  The tender offer is subject
to, among other provisions, the completion of the proposed term
loans (discussed below).  According to the 8% subordinated note
indenture, the company may redeem the notes at par starting on
March 1, 2012.

The subordinated note tender is expected to be funded with the
$300 million term loan, due in 2018.  The remaining proceeds from
the term loan will be used to pay down the existing $141 million
term loan balance due January 2013.  The term loans will be issued
under the existing credit agreement.

While the ratings and Outlook remain unchanged, the proposed
transaction does improve AMC's maturity profile by extending $160
million of subordinated notes (due 2014) and $140 senior secured
term loan balance (due 2013) to 2018.  Pro forma for the
transaction, AMC's next significant maturities include $140
million in subordinated notes due 2014, approximately $470 million
in term loans due 2016, the proposed $300 million term loans due
2018, approximately $600 million in senior unsecured notes due
2019 and $600 million in subordinated notes due 2020.

On Oct. 17, 2011, Fitch affirmed AMC's IDR at 'B' and revised the
Outlook to Negative from Stable. The Negative Outlook reflects the
weakening credit metrics (interest coverage, EBITDA margins and
gross leverage), and reflects the limited headroom within the
current ratings for further deterioration.  If the upcoming movie
slate and the recent theater portfolio actions are unable to
stabilize and drive improved credit metrics, Fitch may downgrade
the ratings one notch.

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates an
adjusted, distressed enterprise valuation of $1.2 billion using a
5 times (x) multiple and including an estimate for AMC's 16% stake
in National CineMedia LLC (NCM) of approximately $190 million.
Based on this enterprise valuation, overall recovery for total
debt is approximately 50% (this is before any administrative
claims).

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91%?100% expected recovery
is reasonable.  While Fitch does not assign Recovery Ratings for
the company's operating lease obligations, it is assumed the
company rejects only 30% of its remaining $2.6 billion in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values (at a net present value).  The 'RR5'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of 11%-30% recovery.

Fitch assumes a nominal concession payment is made to the
subordinate debtholders in order to secure their support of a
reorganization plan.  The 'CCC/RR6' rating for AMC's senior
subordinated notes reflects Fitch's expectation for nominal
recovery.

As of Dec. 29, 2011, liquidity consisted of $214 million in cash
at AMC and full availability under AMC's $192.5 million secured
credit facility due 2015.  The secured credit agreement contains a
secured leverage covenant of 3.25x, which is calculated on a net
basis.  Fitch does not believe the company is at risk of breaching
this covenant.  Current amortization on the AMC term loan is $6.5
million annually (under the proposed term loans, this amortization
would go up approximately $2 million per year).

Fitch calculated free cash flow (FCF) for the latest 12 months
(LTM) was a negative $1.2 million.  Fitch expects FCF to be
approximately $0 to $25 million for the fiscal years ended 2012
and 2013.

As of Dec. 29, 2011, Fitch calculated interest coverage is 1.5x.
Including the NCM distribution in LTM EBITDA, interest coverage is
1.7x. Fitch notes that the tender offer may modestly reduce future
interest payments.

As of Dec. 29, 2011, Fitch calculates lease adjusted gross
leverage at 6.7x, unadjusted gross leverage at 9.3x and, if the
NCM dividend is included in EBITDA, unadjusted gross leverage is
at 8.4x.  Fitch expects unadjusted gross leverage to remain above
7.5x over the next two fiscal year-end periods.

Fitch notes that the term loan at AMC's parent, AMC Entertainment
Holdings, Inc. (AMC Holdings) was paid down with available cash
at AMC Holdings and a dividend distribution from AMC.  This
transaction reduced debt by roughly $218 million and is reflected
in the credit metrics listed above.

Fitch has taken the following rating actions:

AMC

  -- IDR affirmed at 'B';
  -- Senior secured credit facilities affirmed at 'BB/RR1';
  -- Senior unsecured notes downgraded to 'B-/RR5' from 'B/RR4';
  -- Senior subordinated notes affirmed at 'CCC/RR6'.

AMC Holdco

  -- IDR Withdrawn;
  -- Senior unsecured term loan Withdrawn.

The ratings of AMC Holdco have been withdrawn, as Fitch does not
expect AMC Holdco to be a debt issuer.

The Rating Outlook is Negative.


AMC ENTERTAINMENT: S&P Rates $300-Mil. Term Loan at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned Kansas City, Mo.-
based movie exhibitor AMC Entertainment Inc.'s proposed $300
million term loan due 2018 its 'BB-' issue-level rating (two
notches higher than its'B' corporate credit rating on the
company). "We also assigned a recovery rating of '1' to this debt,
indicating our expectation of very high (90% to 100%) recovery for
lenders in
the event of a payment default," S&P said.

The company plans on using the proceeds to repay the non-extended
senior secured term loan due in 2013 and a portion of the senior
subordinated notes due in 2014.

"Our corporate credit rating on AMC Entertainment is 'B' and the
rating outlook is stable. We rate the company on a consolidated
basis with holding companies Marquee Holding Inc. and AMC
Entertainment Holdings Inc.," S&P said

"The corporate credit rating reflects our expectation that AMC
will continue to have a high tolerance for financial risk,
leverage will remain high, and the company's unadjusted EBITDA
margin will remain lower than peers'," said Standard & Poor's
credit analyst Jeannie Shoesmith. "High debt to EBITDA underpins
our view of AMC's financial profile as 'highly leveraged' (based
on Standard & Poor's criteria). The company's business profile is
'weak', given the mature and volatile nature of the movie
exhibition industry, the company's dependence on box office
performance, and its relatively low unadjusted EBITDA margin," S&P
said.

"The rating outlook is stable, reflecting our expectation that the
company will maintain liquidity of at least $100 million and
leverage will remain below 10x over the intermediate term, despite
volatility in box office performance," S&P said.

"We could lower the rating if a decline in operating performance
or special dividends cause leverage to increase and the company to
consistently generate discretionary cash flow deficits. More
specifically, if leverage increases above 10x with the expectation
of further deterioration, and cash balances fall below $100
million because of dividends, share repurchases, low-return
investments, and underperformance, we could lower the rating. This
could occur if revenue declines at a low-double-digit percentage
rate and the EBITDA margin contracts by 200 basis points because
of continued box office underperformance," S&P said.

"Though we currently view the possibility as unlikely, we could
raise the rating if the company increases profitability,
establishes consistent discretionary cash flow generation, and, in
a shift of financial policy, uses its cash to achieve lower long-
term leverage. More specifically, if the company reduces leverage
below 6.5x while maintaining adequate liquidity, we could raise
the rating. This could happen in an initial public offering (IPO)
scenario if the company used proceeds and cash to pay down debt.
The company filed an S-1 in connection with a planned IPO on March
24, 2011," S&P said.


AMC TL: Moody's Assigns 'Ba2' Rating to Proposed $300-Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$300 million senior secured term loan of AMC Entertainment, Inc.
(AMC Entertainment). The company expects to use proceeds to repay
existing bank debt that matures in January 2013 and a portion of
its 8% senior subordinated bonds that mature in March 2014.

The transaction favorably extends the maturity profile and could
result in a modest reduction in interest expense, and Moody's
affirmed AMC's B2 corporate family rating and its SGL-1
speculative grade liquidity rating.

Moody's also lowered the rating on AMC's senior unsecured bonds to
B2 from B1. The transaction will increase secured debt that ranks
ahead of the bondholders by approximately $160 million and reduce
the junior capital (subordinated bonds) beneath the bondholders by
approximately $160 million.

Moody's updated point estimates based on the capital structure
changes in accordance with Moody's Loss Given Default methodology
and withdrew the rating on the HoldCO PIK term loan at AMC
Entertainment Holdings, since the company has repaid this debt. A
summary of the actions follows.

AMC Entertainment Inc.

   -- Assigned Ba2, LGD2, 13%, to $300 million Senior Secured Term
      Loan due 2018

   -- 8.75% senior unsec due June 2019, Downgraded to B2, LGD3,
      48% from B1, LGD3, 41%

   -- $192.5 million Senior Secured Revolver due December 2015,
      Affirmed Ba2, LGD adjusted to LGD2, 13% from LGD2, 10%

   -- Senior Secured Term Loan due December 2016 (approximately
      $472 million outstanding), Affirmed Ba2, LGD adjusted to
      LGD2, 13% from LGD2, 10%

   -- 9.75% Sr Sub Notes due Dec 2020, Affirmed Caa1, LGD adjusted
      to LGD5, 81% from LGD5, 78%

   -- 8% Sr Sub notes due March 2014, Affirmed Caa1, LGD adjusted
      to LGD5, 81% from LGD5, 78%

   -- Affirmed B2 Corporate Family Rating

   -- Affirmed B2 Probability of Default Rating

   -- Affirmed SGL-1 Speculative Grade Liquidity Rating

Outlook, Negative

AMC Entertainment Holdings, Inc.

   -- PIK Term Loan due June 2012, Withdrawn, previously rated
      Caa1, LGD6, 95%

RATINGS RATIONALE

AMC Entertainment's B2 rating continues to incorporate its
aggressive capital structure with leverage over 8 times debt-to-
EBITDA and minimal free cash flow. This credit profile poses
challenge for operating in an inherently volatile industry reliant
on movie studios for product to drive the attendance that leads to
cash flow from admissions and concessions. Very good near term
liquidity enables the company to better manage the attendance
related volatility and should allow the company to address near
term maturities without requiring access to the capital markets
during a period of poor box office trends. Scale and geographic
diversification also support the rating. Moody's considers
theatrical exhibition a mature industry with low-to-negative
growth potential, high fixed costs and increasing competition from
alternative media, and Moody's anticipates attendance growth will
continue to lag population growth over the long term, with year to
year volatility driven by the popularity of the films. However,
the industry remains viable and stable throughout economic cycles,
in Moody's opinion.

The negative outlook reflects the potential for a downgrade should
box office trends continue to deteriorate such that leverage
continues to rise throughout calendar 2012 and free cash flow
turns negative. Erosion of the liquidity profile could also have
negative ratings implications. Any use of cash or increase in debt
to fund a dividend to shareholders would also likely warrant a
downgrade.

The current credit profile and sponsor ownership constrain upward
ratings potential, and an upgrade is highly unlikely absent a
material cash infusion from equity sponsors.

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

Headquartered in Kansas City, Missouri, AMC Entertainment operates
351 theaters with 5,083 screens, with 99% of these located in the
United States and Canada. Its revenue for the trailing twelve
months through September 30, 2011, was approximately $2.5 billion.
The company is owned by a private equity consortium comprised of:
J.P. Morgan Partners, LLC, Apollo Management, L.P. and certain
related investment funds and affiliates of Bain Capital Partners,
The Carlyle Group and Spectrum Equity Investors.


AMERICAN AIRLINES: To Renegotiate $1.6BB BNDES Debt
---------------------------------------------------
Reuters, citing a Brazilian newspaper's report Wednesday, said
American Airlines is renegotiating terms of $1.6 billion in debt
owed to Brazil's state development bank to help it emerge more
rapidly from bankruptcy in the United States.

According to Reuters, Brazil's Valor Economico reported that
American Airlines Chief Executive Thomas Horton declined to say
how the company plans to pay the BNDES.  AMR wants to rework terms
of the debt, which it incurred to finance the purchase of Embraer
planes between 1998 and 2002.

According to Reuters, Mr. Horton told Valor AMR could return some
planes to Embraer and pay down a portion of the BNDES debt, among
other potential alternatives.

Reuters says representatives for Embraer and American Airlines
were not immediately available for comment.  A spokesman at Rio de
Janeiro BNDES did not have an immediate comment on the Valor
report.

                      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: S&P Lifts Ratings on Class A1 Cert. to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the 2001-
1 Class A1, Class B, and Class C certificates of AMR Corp.
subsidiary American Airlines Inc. (both rated 'D'). "We raised the
ratings on the A1 certificates to 'CCC+' from 'CC', and raised the
ratings on Class B and Class C certificates to 'CCC' from 'C'. We
also removed each of these ratings from CreditWatch, where we had
originally placed them with negative implications on Nov. 17, 2011
(we subsequently revised the CreditWatch implications to
developing on Nov. 29)," S&P said.

"The 2001-1 certificates are secured by relatively fuel-
inefficient MD-83 planes, a model that American has been gradually
replacing with more technologically advanced narrowbody planes for
more than a decade," said Standard & Poor's credit analyst Philip
Baggaley. He added, "However, American does not yet have
replacement narrowbody planes for all of its current fleet of such
models, and the MD83s related to the 2001-1 certificates are among
the youngest in American's fleet (having been delivered originally
to Trans World Airlines Inc., which AMR acquired, in 1997-1999)."

"Also, we believe Boeing Capital Corp. is the equity investor in
the leveraged leases whose debt secures the 2001-1 certificates,
which may have factored into American's decision to affirm the
debt. Our ratings on these certificates are still lower than those
of other American Airlines pass-through certificates, because the
MD83 collateral is still less liquid in the resale market than
planes securing other certificates (which could become relevant if
American reorganizes but later files for bankruptcy a second
time), and because we estimate the loan-to-value of each class of
certificates to be substantially higher than 100%," S&P said.


AMERICAN AIRLINES: AICA Wants EX-TWA Pilots' Committee
------------------------------------------------------
The American Independent Cockpit Alliance, Inc., asks Judge Sean
Lane of the U.S. Bankruptcy Court for the Southern District of
New York to direct the appointment of an official committee of
former Trans World Airlines Pilots.

As of the Petition date, a sizeable portion of the pilots
employed by American Airlines are former TWA pilots, many of who
have joined the AICA, whose membership is currently 97% made up
of former TWA pilots.  While technically represented by the
Allied Pilots Association, which is a member of the Official
Committee of Unsecured Creditors, the former TWA pilots face the
certain prospect that they will not be adequately, or even
fairly, represented in this proceeding by their union, the APA or
the Creditors' Committee, Lucas K. Middlebrook, Esq., at Seham,
Seham, Meltz & Petersen LLP, in White Plains, New York, tells the
Court.

Mr. Middlebrook says this is because of a long and demonstrated
history of hostility by the APA towards the former TWA pilots.
The APA's hostility has been so pronounced that it in fact
provoked federal legislation in the form of passage of the,
McCaskill-Bond Amendment, and has resulted in several federal
lawsuits over the years, Mr. Middlebrook related.  The APA's
hostility caused former TWA pilots to lose seniority, jobs, pay
and benefits, he said.  Now, with the prospect of AA's
bankruptcy, these same former TWA pilots are placed in jeopardy
that the APA will jettison their interests entirely, resulting in
permanent disenfranchisement, he added.

That prospect would certainly engulf the APA and affected
parties, including the Debtors, in litigation, and impose cost
and delay, Mr. Middlebrook further relates.  To cure this
inadequate representation, the Court need only order appointment
of an additional committee as requested, he asserts.

Mr. Middlebrook further asserts that the estate will benefit from
inclusion of the former TWA pilots in their own Committee because
a key issue to successful reorganization -- labor costs
associated with the pilots' group -- can be more fairly and hence
more efficiently addressed at once thus avoiding unnecessary
issues, cost or delay that could result from their prejudicial
exclusion.

The AICA is represented by:

        Lucas K. Middlebrook, Esq.
        Nicholas Granath, Esq.
        SEHAM, SEHAM, MELTZ & PETERSEN LLP
        445 Hamilton Avenue, Suite 1204
        White Plains, NY 10601
        Tel: (914) 997-1346
        E-mail: Lmiddlebrook@ssmplaw.com
                NGranath@ssmplaw.com

                      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 PETROLEUM: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on New York City-based American Petroleum
Tankers LLC (APT). The outlook is stable.

At the same time, Standard & Poor's affirmed the 'B+' rating on
the company's $285 million first-lien notes. The '1' recovery
rating, indicating the expectation of a very high (90%-100%)
recovery in a payment default scenario, is unchanged.

"We are affirming our ratings on American Petroleum Tankers
because we expect the company to maintain relatively stable
revenues and earnings over the next year, benefiting from time-
charter contract agreements with reputable counterparties," said
Standard & Poor's credit analyst Funmi Afonja.

"Although the company has greatly reduced its capital spending
after completing its start-up vessel newbuild program, we expect
the company's financial profile to remain highly leveraged because
of the large debt it incurred to build its initial fleet and the
accretion of the company's pay-in-kind subordinated debt," she
added.

"The ratings on New York?based American Petroleum Tankers LLC
(APT), a wholly owned subsidiary of American Petroleum Tankers
Parent LLC, reflect its highly leveraged financial profile and
participation in the highly competitive and capital-intensive
shipping industry. The ratings also reflect the company's
relatively small in an industry where size is important and its
exposure to cyclical demand swings in certain end markets," S&P
said.

"APT carries refined petroleum products between ports in the U.S.
The Blackstone Group and Cerberus Capital own APT. APT owns a
small fleet of five product tankers, totaling 245,000 deadweight
tons. The vessels have an average age of 1.6 years, making it the
youngest fleet in the industry," S&P said.

"APT's business and financial risk profiles incorporate the
cyclical demand swings and the company's relatively small size,"
Ms. Afonja said. "Standard & Poor's categorizes APT's business
risk profile as 'weak,' its financial risk profile as 'highly
leveraged,' and liquidity as 'adequate,'" S&P said.


AMTRUST FINANCIAL: Creditors Seek Nod for $950,000 Atty. Fees
-------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that senior noteholders
in AmFin Financial Corp.'s bankruptcy case asked an Ohio federal
judge Monday to approve $950,000 in attorneys' fees despite
"vitriolic" opposition from the Federal Deposit Insurance Corp.,
the bank's largest creditor.

According to Law360, the noteholders, who have nearly $101 million
in unsecured claims against AmFin, issued a forceful reply to a
Jan. 30 filing by the FDIC claiming the fees were not warranted
because the noteholders did not substantially contribute to the
court's Oct. 25 approval of AmFin's restructuring plan.

                      About AmTrust Financial

AmTrust Financial Corp. (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


AVISTAR COMMUNICATIONS: Inks Sublease Agreement with Webroot
------------------------------------------------------------
Avistar Communications Corporation, as subtenant, entered into a
sublease agreement with Webroot Inc, effective as of Feb. 1, 2012,
to sublease approximately 13,384 square feet of office space
located at 1855 South Grant Street, 4th Floor, San Mateo,
California 94402.  The Sublease Agreement is subject and
subordinate to that certain Master Lease Agreement by and between
the Sublandlord, as tenant, and Crossroads Associates and
Clocktower Associates, as landlord, dated March 17, 2010.  The
office space will be used as Avistar's corporate headquarters,
replacing the Company's current lease with Crossroads Associates
and Clocktower Associates for the office space located at 1875
South Grant Street, 10th Floor, San Mateo, California 94402.

The term of the Sublease Agreement will commence on May 1, 2012,
and will terminate on April 30, 2015.  The Company will have no
right to extend the Sublease Term.  The Sublease Agreement
provides the Company with rent-free early access to the Premises
on or after Feb. 15, 2012, and prior to the Commencement Date.

Under the Sublease Agreement, the Company will pay a monthly base
rent of $32,121 per month for the third through the twelfth month
of the Sublease Term, $33,460 per month for the thirteenth through
twenty fourth month of the Sublease Term, and $34,798 per month
for the twenty fifth through thirty sixth month of the Sublease
Term.  No rent will be due for the first two months of the
Sublease Term.  Additionally, throughout the Sublease Term, the
Company will pay the Sublandlord its share of certain additional
operating costs as specified in the Sublease Agreement.  Pursuant
to and upon execution of the Sublease Agreement, the Company will
pay a security deposit of $31,121 and the first full month rent of
$31,121 to the Sublandlord.

A full-text copy of the Sublease Agreement is available at:

                        http://is.gd/Tva9JQ

                   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.

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.


BARNEYS NEW YORK: In Talks With Lenders, Taps Advisors
------------------------------------------------------
Barney's New York Inc., the New York-based luxury retailer, has
hired advisors for a debt restructuring and is in talks with
lenders.

"Barneys New York is actively engaged in discussions with the
company's small group of lenders to improve its balance sheet and
further position Barneys New York for sustainable, long-term
growth and success," a company representative said in a statement.

As part of plans to rework its finances and keep a nascent
turnaround on track, Barneys has tapped bankruptcy and
restructuring lawyers at Kirkland & Ellis, The Wall Street
Journal's Mike Spector reported, citing people familiar with the
matter.

Sources also told WSJ that Barneys recently hired AlixPartners, a
turnaround advisory and consulting firm.  Barneys also continues
to work with investment bank Perella Weinberg Partners, which has
been advising the chain since the throes of the financial crisis.

Barneys needs to refinance a $200 million credit line that comes
due in September.  The debt load is mostly the result of a
private-equity takeover of the company five years ago that
burdened it with an additional $500 million in debt.

Istithmar World, the investment arm of state-owned Dubai World,
paid $942.3 million for Barneys in a buyout at the top of the
market in 2007. Istithmar in early 2010 invested another $20
million to boost Barneys' coffers as it struggled in the wake of
the recession.

The WSJ notes that the decision to hire Kirkland doesn't
necessarily mean the company plans to file for bankruptcy.  The
law firm helps companies fix their balance sheets in and out of
court.

Billionaire Ronald Burkle bought Barneys debt through his Yucapia
Cos. investment firm in fall 2009.  WSJ notes Mr. Burkle offered
to invest in Barneys and restructure the company to give him 80%
control.  But the talks went nowhere, and no other substantive
discussions with Mr. Burkle have taken place since then, said
people familiar with the matter.

"Barneys New York is actively engaged in discussions with the
company's small group of lenders to improve its balance sheet and
position Barneys New York for sustainable, long-term growth and
success," a Barneys spokeswoman said in a statement. "We are
focused on resolving this matter as expeditiously as possible, and
it will remain business as usual at Barneys New York."

Barneys has 39 stores across the U.S.  Barneys emerged from
bankruptcy proceedings in 1999.

                   About Barneys New York

Privately held Barneys New York, Inc. -- http://www.barneys.com/
-- is a 40-store luxury department store chain sells designer
apparel for men, women, and children; shoes; accessories; and home
furnishings.  It has 10 full-size Barneys New York flagship stores
in New York City, Beverly Hills, Boston, Chicago, and other major
cities; some 20 smaller Barneys Co-Op shops; and about a dozen
outlet stores.  Founded in 1923 by Barney Pressman, Barneys New
York is owned by an affiliate of Istithmar PJSC, an investment
firm owned by the Dubai government.

                           *     *     *

Barneys New York has 'Caa3' long term corporate family and
probability of default ratings, with negative outlook, from
Moody's Investors Service.  It has 'CCC' issuer credit ratings,
with negative outlook, from Standard & Poor's.

In June 2010, Standard & Poor's Ratings said the negative outlook
reflects S&P's concern that Barneys' capital structure is
unsustainable, and that some sort of restructuring is a likely
outcome.


BELLMARK RECORDS: Aug. Trial on Ownership of Dazzey Duks & Whoomp!
------------------------------------------------------------------
District Judge Richard A. Schell denied cross motions for summary
judgment in a civil action over the rightful owner of two musical
compositions: "Dazzey Duks" and "Whoomp! (There It Is).  ALVERTIS
ISBELL d/b/a ALVERT MUSIC, Plaintiff, v. DM RECORDS, INC.,
Defendant, Civil Action No. 4:07-cv-146 (E.D. Tex.), seeks a
declaratory judgment that Alvert Music is the rightful owner of
the Compositions.  Mr. Isbell also seeks damages for DM's alleged
infringement upon his rights in the Compositions.  Both Mr. Isbell
and DM have requested that the Court grant summary judgment in
their favor regarding ownership of the Composition copyrights.  DM
argues that there was never any written assignment or transfer of
copyright ownership to Mr. Isbell in compliance with 17 U.S.C.
Sections 204 and 205.  Conversely, Mr. Isbell has requested that
the Court rule as a matter of law that Mr. Isbell owns the
Composition copyrights.  Because there are genuine issues of
material fact surrounding ownership of the Composition copyrights,
the Court denied both DM and Mr. Isbell's motions for summary
judgment.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports Judge Schell scheduled a trial in the lawsuit to begin
Aug. 27, when a jury will be selected for a trial over which of
two music companies is the true owner.

A copy of Judge Schell's Feb. 3, 2012 Memorandum Opinion and Order
is available at http://is.gd/Pv3mWGfrom Leagle.com.

The events giving rise to the suit begin with business conducted
by two companies, Alvert Music and Bellmark Records, each run by
Mr. Isbell.  Bellmark was purportedly a record company, owning
sound recordings.  Alvert Music is, and has been, a music
publishing company, which owns musical compositions and not sound
recordings.

During the early 1990's, Bellmark entered into writers agreements
to obtain composition rights to the Compositions for its
affiliated publishing company, Alvert Music.  Bellmark retained
for itself the two sound recordings.  In 1997, DM Records secured
licenses from both of Mr. Isbell's companies to exploit both the
musical compositions and sound recordings.  In April of that year,
Bellmark filed a Chapter 11 bankruptcy petition, which was later
converted into a Chapter 7 petition.  In October 1999, DM
purchased the assets of Bellmark from the bankruptcy estate,
including all of Bellmark's rights in the Compositions.  Alvert
Music has not sought bankruptcy protection.  Since that time, DM
allegedly has proceeded with regard to the Compositions in a
manner inconsistent with Alvert Music's ownership rights.  In
2002, Mr. Isbell filed the lawsuit in the Northern District of
Texas.  In 2004, that court transferred the matter, and the
magistrate judge referred it to the bankruptcy court in that same
year.  In 2007, the bankruptcy court issued a report and
recommendation that the magistrate judge's referral be withdrawn,
and the undersigned judge agreed.  Following an appeal of a
December 2008 order by the District Court, this case is now
pending once more before the District Court.


BONDS.COM GROUP: Has $2.2-Mil. Settlement With Receiver
-------------------------------------------------------
Bonds.com Group, Inc., and its wholly-owned subsidiary, Bonds.com
Holdings, Inc., entered into a letter agreement with Burton W.
Wiand, as receiver appointed by the U.S. District Court for the
Middle District of Florida, Tampa Division, in the action styled
Securities and Exchange Commission v. Arthur Nadel, et. al., Case
No. 8:09-cv-87-T-26TBM, regarding the repayment of certain
indebtedness, the termination of certain rights and the repurchase
of certain securities in the Company owned beneficially or of
record by the Receiver.

Under the terms, and subject to the conditions, of the Letter
Agreement, the Company would pay the Receiver an aggregate amount
of $2,250,000 and in exchange the Receiver would:

    (i) cancel and terminate all indebtedness owed by the Company
        or Holdings to the receivership, which constitutes
        approximately $2,442,000 in outstanding principal and
        accrued interest; and

   (ii) terminate any contingent rights the Receiver may have to
        receive shares of the Company's Common Stock, par value
        $0.0001 per share, pursuant to the Secured Convertible
        Promissory Notes dated on or about Sept. 22, 2008,
        Oct. 20, 2008, and Dec. 12, 2008, as amended, and the
        Amendment No. 2 to Secured Convertible Promissory Notes
        dated as of Oct. 19, 2010, among the Receiver and the
        Company.  Such termination includes, among other things, a
        release of all liens in favor of the Receiver with respect
        to the assets of the Company and Holdings, and a
        termination of all of the Company's and Holding's
        obligations to the Receiver pursuant to all financing
        documents related to those indebtedness.

Further, under the terms, and subject to the conditions, of the
Letter Agreement, the Company would pay the Receiver $5,000, and
in consideration of that payment by the Company, the Receiver
would transfer and surrender to the Company all outstanding shares
of the Company's equity securities held beneficially or of record
by the Receiver, constituting 7,582,850 shares of Common Stock.

The transactions remain subject to the condition that the Court
enter an order approving the Receiver's consummation of those
transactions, which order must be satisfactory to the Receiver and
the Company in their respective sole and absolute discretion.  The
Receiver is required to promptly prepare and file a motion with
the Court seeking the entry of the Court Order.  To accommodate
the time that the parties expect will be necessary to obtain the
Court Order, the Receiver has deferred the right to receive any of
the Contingent Performance Shares through March 15, 2012.

The Letter Agreement also includes terms to delay the Stock
Repurchase if necessary to comply with Delaware law, but if the
Stock Repurchase does not occur within one year after the entry of
the Court Order, then the Company will promptly reimburse the
Receiver for costs and expenses incurred by him to defer
consummation of the Stock Repurchase.  In addition, if the Stock
Repurchase is not consummated on or prior to Jan. 31, 2014, then
the Receiver's and the Company's respective obligations with
respect to the Stock Repurchase will terminate.

A full-text copy of the Letter Agreement is available at:

                        http://is.gd/PYxl42

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BOSTON CEI: Court Vacates Default Judgment Against Vertec
---------------------------------------------------------
Bankruptcy Judge Joan N. Feeney vacated a 2010 default judgment
that required Vertec Corporation to pay Boston CEI LLC $233,100
for alleged breaches of contract and quantum meruit.  Judge Feeney
said Vertec has sustained its burden of establishing both
excusable neglect and exceptional circumstances.  Vertec relied

Bankruptcy Judge Joan N. Feeney vacated a 2010 default judgment
that required Vertec Corporation to pay Boston CEI LLC $233,100
for alleged breaches of contract and quantum meruit.  Judge Feeney
said Vertec has sustained its burden of establishing both
excusable neglect and exceptional circumstances.  Vertec relied
upon the egregious advice of its counsel, who represented it for
over 25 years, to appear pro se in the defense of the adversary
proceeding commenced by the Debtor.  The Court, however, directed
Vertec to pay the Debtor's legal fees incurred in the adversary
proceeding from July 14, 2011, the date the Debtor moved for the
entry of a default judgment, through the date of the Court's
Memorandum and Order vacating the default judgment.  The case is
BOSTON CEI, LLC, Plaintiff, v. VERTEC CORPORATION, Defendant, Adv.
Proc. No. 10-1327 (Bankr. D. Mass.).  A copy of Judge Feeney's
Feb. 6, 2012 Memorandum is available at http://is.gd/Nsif8rfrom
Leagle.com.

                         About Boston CEI

Norfolk, Mass.-based Boston CEI LLC, a specialty contracting
company founded in 1999, filed a voluntary Chapter 11 petition
(Bankr. D. Mass. Case No. 10-16502) on June 15, 2010.  Judge Joan
N. Feeney presides over the case.  John M. McAuliffe, Esq., at
McAuliffe & Associates, P.C., serves as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and debts.  The petition was signed by Peter Banks,
managing member.


BROOKE CORPORATION: Kansas Court Rules on Suit v. Underwriters
--------------------------------------------------------------
Bankruptcy Judge Dale L. Somers ruled that the amended complaint
filed by Christopher J. Redmond, the Chapter 7 Trustee for Brooke
Corporation, Brooke Capital Corporation, and Brooke Investments,
Inc., fails to state claims on which relief can be granted against
the underwriters.  The Court granted the Chapter 7 trustee leave
to file an amendment.

The Complaint alleges common law causes of action for negligence
and deepening insolvency against Sandler O'Neill & Partners, L.P.,
Macquarie Holdings (USA) Inc., and Oppenheimer & Co., Inc.,
arising out of Brooke Corporation's retention of the Underwriters
in 2005 in conjunction with a follow-on public offering of Brooke
Corp. common stock.  The Underwriters sought dismissal of the
Amended Complaint, contending that it fails to state a claim for
negligence and that deepening insolvency is not a valid cause of
action.

The Court agreed with the Underwriters because: (1) The negligence
claim fails to identify the duty alleged to have been breached;
and (2) the Kansas Supreme Court would not recognize the separate
tort of deepening insolvency.  But the Trustee is granted leave to
file an amended complaint restating his negligence claim.

The case is CHRISTOPHER J. REDMOND, Chapter 7 Trustee of Brooke
Corporation, Brooke Capital Corporation, and Brooke Investments,
Inc., Plaintiff, v. KUTAK ROCK, LLP, et al., Defendants, Adv.
Proc. No. 10-6246 (Bankr. D. Kan.).  A copy of the Court's Feb. 2,
2012 Memorandum Opinion and Order is available at
http://is.gd/zkn30sfrom Leagle.com.

                        About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors listed assets of
$512,855,000 and debts of $447,382,000.

The case was converted to Chapter 7 on June 29, 2009, and Mr.
Riederer was appointed Chapter 7 Trustee.  On Oct. 29, 2008, the
Court granted a motion to jointly administer the bankruptcies of
Brooke Corporation, Brooke Capital, and Brooke Investment with the
Brooke Corporation bankruptcy case being the lead case.


CAESARS ENTERTAINMENT: Moody's Assigns B2 to 1st Lien Notes
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Caesars
Entertainment Corporation's and Caesars Entertainment Operating
Company's, collectively Caesars, on review for possible upgrade,
including CET's Caa2 Corporate Family and Caa2 Probability of
Default ratings. Moody's also assigned a B2 rating to the proposed
$1.250 billion first lien note offering by Caesars Operating
Escrow LLC and Caesars Escrow Corporation both wholly owned
subsidiaries of CEOC. The rating on the proposed first lien note
offering is subject to review of final terms and conditions.

If certain conditions are met, the proposed first lien notes will
be used: to repay approximately $1.0 billion of the B1-B3 first
lien term loans, revolving loans converted to term loans, to pay
transaction fees, and for general corporate purposes. These
conditions are: completion of the Caesars' proposed bank
amendment; execution and delivery of security documents; gaming
approvals for the new notes and the bank amendment; and assumption
of the obligations under the proposed first lien notes by CEOC. If
these conditions cannot be satisfied or are not satisfied on or
prior to the 90th day following the closing of this offering, the
notes will be subject to mandatory redemption at par plus accrued
interest.

RATINGS RATIONALE

The review of Caesars' rating is prompted by the company's
announcement that it has launched an amendment to its existing
bank credit facilities that could result in a relaxation of the
company's debt maturity profile, and Moody's view that stabilizing
operating trends in Las Vegas and some regional gaming markets
will give the company's earnings a boost over the next year.
Caesars' Speculative Grade Liquidity Rating of SGL-2 is expected
to remain unchanged because the amendment impacts the company's
longer-term maturity profile

The review for possible upgrade will focus on the outcome of the
amendment proposal and the soon to be reported year-end operating
results.

The bank amendment proposal gives existing lenders a number of
options including: 1) to extend the maturity date of up to $4.0
billion of terms loans to 2018 from 2015; 2) to convert existing
revolver commitments (expiring in 2014) into term loans due 2018
and receive a repayment of 10% of the converted commitment, and/or
3) extend revolving credit commitments to 2017 from 2014 and
receive a 20% commitment reduction. Consenting lenders will also
receive fees and higher loan pricing (between 150-175 basis
points).

The impact on the company's liquidity profile cannot be fully
determined until the amendment closes. However, there is a
reasonable chance the company will be able to reduce its
approximate $10.5 billion of debt maturities in 2015 ($5.0 billion
bank term loans and $5.0 billion CMBS) and extend a portion of its
revolving credit commitment that expires in 2014. The pricing
increase is not expected to have a material impact on interest
coverage. Any potential upgrade will be modest given Caesars' high
consolidated leverage (over 11 times) and weak interest coverage
(about 1.1 times).

Ratings assigned:

Caesars Operating Escrow LLC and Caesars Escrow Corporation to be
assumed by Caesars Entertainment Operating Company, Inc.

Proposed $1.25 billion first lien notes due 2020 at B2, LGD 3, 30%

Ratings placed on review for possible upgrade; LGD assessments are
subject to change:

Caesars Entertainment Corporation

Corporate Family Rating at Caa2

Probability of Default Rating at Caa2

Caesars Entertainment Operating Company, Inc. (CEOC)

Senior secured guaranteed revolving credit facility at B3

Senior secured guaranteed term loans at B3

Senior secured notes at B3

Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
assumed by CEOC

Senior secured notes at B3

Senior secured second priority notes at Caa3

Caesars Entertainment Operating Company, Inc.

Senior unsecured guaranteed by operating subsidiaries and CEC at
Ca

Senior unsecured debt guaranteed by CET at Ca

Newco - Octavius Borrower

$450 million senior secured term loan at B3

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

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, CEOC, owns or manages approximately 50 casinos. The
company generates consolidated revenues of about $8.8 billion.


CAESARS ENTERTAINMENT: Fitch Rates $1.2-Bil. Sec. Notes at 'B/RR2'
------------------------------------------------------------------
Fitch Ratings assigns a 'B/RR2' rating to Caesars Entertainment
Operating Company's (OpCo; CEOC) $1.25 billion in proposed senior
secured notes.  Fitch has also affirmed all existing ratings for
Caesars and its related entities including the 'CCC' Issuer
Default Ratings for Caesars Entertainment Corp. (Caesars) and
CEOC.

The Rating Outlook is Stable.

The notes are being issued in conjunction with Caesars' launch of
an amend and extend transaction for its $5 billion in outstanding
B1-B3 term loans.  Proceeds from the notes will be used to paydown
the loans by $1 billion.  Caesars is offering to extend the
remaining balance of the loans by three years from 2015 to 2018
in exchange for a higher interest rate.

Caesars is also offering to extend the commitments for its
revolving credit facility from 2014 to 2017.  In exchange the
lenders would receive a higher interest rate and a 20% reduction
in commitment levels.  Alternatively, the lenders may elect to
convert their commitments into the extended term loans, in which
case Caesars would repay 10% of the amount the lenders elect to
convert.

Fitch views the transaction as neutral to slightly positive for
Caesars since it potentially addresses a significant portion of
the 2015 maturities but at a disadvantage to the FCF profile due
to the higher interest cost.

The affirmation of Caesars' IDR at 'CCC' reflects the company's
high leverage and negative free cash flow (FCF) profile.  Fitch
calculates leverage on consolidated basis for latest 12-month
(LTM) period ending Sept. 30, 2011 at 12.2 times (x).  Leverage at
the OpCo level is higher at 12.8x.  Caesars' negative FCF profile
weakens the prospects for deleveraging in the near term.

Per Fitch's base case, consolidated FCF will be in the negative
$100 million - negative $235 million range in 2012.  This
incorporates:

  -- Property EBITDA after cash-based corporate expenses of $1.9
     billion;
  -- Interest expense in the $1.80 billion - $1.87 billion range,
     depending on the outcome of the proposed transactions;
  -- Maintenance capex in the $200 million - $300 million range.

Fitch is forecasting 6% EBITDA growth in 2013 and 10% for 2014,
which should enable the consolidated group to close the FCF gap by
2013 (best case) or 2014 (conservative case).

FCF profile at the OpCo is considerably worse since the OpCo does
not have the benefit of eliminating about $77 million of interest
on approximately $1.4 billion of debt ($300 million in
intercompany loans from the parent and $1.1 billion in senior
unsecured notes held at Harrah's BC, a subsidiary of the parent).
OpCo also does not have the direct benefit from the positive FCF
being generated at the PropCo, which generated $130 million in FCF
for the LTM period ending Sept. 30, 2011.

The Stable Outlook takes into account Caesars' available
liquidity, which is adequate relative to Fitch's base case
forecasted cash burn (on consolidated basis).  Fitch estimates
that there is approximately $541 million (as of Sept. 30, 2011) of
excess cash that can readily support the OpCo ($113.3 million of
cash at the parent and $428 million at the OpCo, net of $350
million in estimated cage cash).  The OpCo also has a $1.1 billion
revolver, which was undrawn as of Sept. 30, 2011; however, it is
uncertain how much capacity will remain after these transactions
are completed.

The Outlook also recognizes Caesars favorable maturity profile,
with no major maturities until 2015.  Assuming all of the B1-B3
maturities get extended, remaining 2015 maturities will include $5
billion of CMBS loans at the PropCo, $215 million in 2nd lien
notes and $792 million of unsecured notes ($427 million held at
Harrah's BC).  By year-end 2014, Fitch expects the OpCo's leverage
through the first-lien to be in the 6.2x-6.9x range (high end of
the range assumes the entire revolver capacity gets converted),
9.8x-10.5x through the second lien and 11.5x-12.1x through the
unsecured debt.  This excludes EBITDA and debt of unrestricted
entities such as Chester Downs and Planet Hollywood.

The Stable Outlook is contingent on the parent and the sponsors
continuing to provide support to the OpCo.

Fitch would consider a Negative Outlook or a downgrade to 'CC'
should Caesars' regional markets experience another downturn
(outside of the expected competitive pressure in Illinois, Kansas
City and Atlantic City in 2012) or the rate of growth in Las Vegas
significantly misses the agency's forecast (11%-12% annual EBITDA
growth; includes OpCo and PropCo assets).  Other negative rating
triggers would include addition of incremental debt to fund
projects with uncertain immediate benefit to the OpCo; credit
markets becoming less accommodating closer to the maturity dates,
or the perceived lack of support for the OpCo by the
parent/sponsors.

Caesars' pending IPO, which can raise up to $18 million, will have
no material impact on Caesars' credit profile.  Fitch believes the
IPO is meant to facilitate a larger issuance in the future and
create liquidity for the sponsors' and Paulson & Co.'s shares.  A
larger secondary issuance may partially address Fitch's concerns
related to the company's debt burden and ability to refinance its
2015/2016 maturity walls.  However, with Caesars' leverage at
above 11x, Fitch has a circumspect view regarding Caesars ability
to execute a meaningful equity float.  Previously, the company
attempted an IPO in late 2010 to raise roughly $500 million but
was not able to execute the transaction.  It has also been
Caesars' financial strategy to use fresh capital to fund growth
opportunities, not debt reduction.

Fitch links the ratings of the OpCo and the Caesars Linq, LLC &
Caesars Octavius, LLC (NewCo), which will rely on OpCo's lease
payments to service its debt. Fitch would rate Chester Downs and
Marina, LLC's (Chester Downs) IDR at 'B' or higher on a stand
alone basis but notches down the rating to 'B-' to account for
OpCo's ability to extract dividends to the extent permitted by the
covenants in Chester Downs' bond indenture.

The Recovery Ratings of 'RR2' for the first-lien secured debt and
'RR6' for the remaining debt at the OpCo signifies that Fitch
expects partial recovery for the first-lien debt (in 71%-90%
range) and no recovery for the remainder of the capital structure
in an event of default.  The 'RR1' on Chester Downs' secured notes
equates to Fitch's expectation of at least a 90% recovery for the
note holder and the 'RR3'on the NewCo term loan equates to an
estimated recovery range of 51%-70%.

Fitch has affirmed the following ratings:

Caesars Entertainment Corp.

  -- Long-term IDR at 'CCC'.

Caesars Entertainment Operating Co.

  -- Long-term IDR at 'CCC';
  -- Senior secured first-lien revolving credit facility and term
     loans at 'B/RR2';
  -- Senior secured first-lien notes at 'B/RR2';
  -- Senior secured second-lien notes at 'C/RR6';
  -- Senior unsecured notes with subsidiary guarantees at 'C/RR6';
  -- Senior unsecured notes without subsidiary guarantees at
     'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

  -- Long-term IDR at 'B-';
  -- Senior secured notes at 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

  -- Long-term IDR at 'CCC';
  -- Senior secured credit facility at 'B-/RR3'.


CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating to Sr. Sec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary issue-
level and recovery ratings to Las Vegas-based Caesars
Entertainment Operating Co. Inc.'s (CEOC) proposed amended and
extended first-lien senior secured term loan and revolver (the
sizes of which are subject to lender participation).

"At the same time, we assigned preliminary issue-level and
recovery ratings to the proposed $1.25 billion senior secured
notes (first-lien) offering to be issued jointly by Caesars
Operating Escrow LLC and Caesars Escrow Corp. (the escrow
issuers)," said Standard & Poor's credit analyst Melissa Long. "We
assigned our preliminary 'B' issue-level rating (one notch higher
than our 'B-' corporate credit rating on the company) and our
preliminary recovery rating of '2' indicating our expectation for
substantial (70%-90%) recovery for lenders in the event of a
payment default."

"CEOC wants to extend up to $4 billion in existing term loan debt
to Jan. 28, 2018, from Jan. 28, 2015. It also is proposing to
convert original revolver commitments to term loan debt due Jan.
28, 2018, and/or extend the maturity of original revolver
commitments to Jan. 28, 2017, from Jan. 28, 2014," S&P said.


CANNERY CASINO: Moody's Says Revolver Extension Credit Positive
---------------------------------------------------------------
Moody's Investors Service commented that Cannery Casino Resorts,
Inc.'s ratings (Cannery; Caa1 CFR, stable) are unaffected by the
company's announcement that it has extended the expiration of its
$70 million revolver to February 2013 from May 2012. Approximately
$42 million is currently outstanding on the revolver.

Moody's views the extension of Cannery's revolver expiration as a
credit positive, however, the company still faces significant
refinancing risk in 2013 and 2014.

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

Cannery Casino Resorts, LLC is a privately held gaming company
that owns and operates one casino in Pennsylvania and three
casinos in Las Vegas, NV. The company generates about $525 million
of annual net revenue. As a private company, Cannery does not
publicly disclose detailed financial information.


CDC CORP: Wants to Sell Stake to Stalking Horse
-----------------------------------------------
BankruptcyData.com reports that CDC Corp. filed with the U.S.
Bankruptcy Court a motion for an order (A) authorizing and
approving a share purchase agreement with stalking horse purchaser
Archipelago Holding, a Cayman Islands exempted company, or another
purchaser providing a higher and/or better offer for sale of CDC
Software Shares and (B) authorizing the Debtor to consummate sale
of CDC Software Shares. Under the share purchase agreement,
Archipelago would pay $10.50 per share for the CDC Software Shares
or a total of $249,788,301. Separately, the Debtors filed a motion
for approval of proposed sale process and the bid procedures,
including the procedures for submitting initial overbids,
conducting the auction, identifying the prevailing bid and the
payment of the break-up fee related to the sale.

The Court scheduled a Feb. 16, 2012 hearing on the matter.

                        About CDC Corp.

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

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


CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al.
-------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $750,000, bearing interest at the
rate of 6% per annum.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.

The Company also reported a net loss of $4.14 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $33.59 million on $0 of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.62 million in total assets, $9.40 million in total liabilities,
and a $4.77 million total stockholders' deficit.


CIRCUS AND ELDORADO: Plans to Offer $120 Million of Senior Notes
----------------------------------------------------------------
Circus and Eldorado Joint Venture intends to offer $120 million in
aggregate principal amount of senior secured notes due 2020 and to
make an offer to purchase any or all of the Partnership's
outstanding 10 1/8% Mortgage Notes due 2012 that are validly
tendered by holders on or prior to midnight, New York City time,
on March 5, 2012.  Holders who validly tender their 2012 Notes on
or prior to 5:00 p.m., New York City time, on Feb. 17, 2012, will
receive total consideration of $1,001.88 per $1,000 principal
amount of 2012 Notes, which includes an early tender payment of
$10 per $1,000 principal amount of 2012 Notes tendered.  It is
expected that any 2012 Notes that are not tendered on or prior to
the Early Tender Date will be retired.  Holders who validly tender
their 2012 Notes after 5:00 p.m., New York City time, on Feb. 17,
2012, but prior to midnight, New York City time, on March 5, 2012,
will receive tender consideration of $991.88 per $1,000 principal
amount of 2012 Notes tendered. Holders who validly tender their
2012 Notes also will be paid accrued and unpaid interest from the
last interest payment date for the Notes to, but not including,
the date of payment for those 2012 Notes.

The obligation of the Partnership to accept for purchase, and to
pay for, 2012 Notes validly tendered and not validly withdrawn
pursuant to the Tender Offer is conditioned upon the satisfaction
or waiver of certain conditions.

The Partnership has engaged Deutsche Bank Securities Inc. to act
as dealer manager in connection with the Tender Offer.  The
Partnership has engaged D.F. King & Co., Inc.. as information
agent and depositary in connection with the Tender Offer.
Questions regarding the Tender Offer may be directed to D.F. King
&Co. at (800) 207-3158 (toll-free).

The Notes will be offered to qualified institutional buyers under
Rule 144A of the Securities Act of 1933, as amended and to persons
outside the United States under Regulation S of the Securities
Act.  The Notes will not be registered under the Securities Act,
and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes, nor shall there
be any sale of the Notes in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.

                    About Circus and Eldorado

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy is a leader
within the Reno market, offering the largest number of table
games, the second largest number of hotel rooms and the third
largest number of slot machines of any property in the Reno
market.

The Company reported a net loss of $4.0 million on $95.6 million
of revenues for nine months ended Sept. 30, 2011, compared with a
net loss of $3.7 million on $95.1 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$267.8 million in total assets, $165.4 million in total
liabilities, and partners' equity of $102.4 million.

                           *     *     *

As reported by the TCR on Jan. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Reno-based gaming operator Circus
and Eldorado Joint Venture (CEJV) to 'CCC-' from 'CCC', including
its corporate credit rating and issue-level rating on CEJV's
mortgage notes.  "In addition, we placed all ratings on
CreditWatch with negative implications," S&P said.

"With less than two months to maturity, we believe it is becoming
increasingly likely CEJV will restructure its debt obligations.
Based on our cash flow expectations for 2012 and beyond, and
incorporating the likelihood of higher interest costs given the
company's credit profile and current market conditions, we believe
CEJV will be challenged to generate sufficient cash flow to
support fixed charges under a refinanced capital structure.  While
cash balances are relatively sizable and may reduce the amount of
debt CEJV would need in a recapitalization, we believe this excess
cash does not mitigate the refinancing risk," S&P said.


CLEAR CHANNEL: Fitch Affirms 'CCC' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' Issuer Default Rating (IDR)
of Clear Channel Communications, Inc. (Clear Channel) and the 'B'
IDR of Clear Channel Worldwide Holdings, Inc. (CCWW), an indirect
wholly owned subsidiary of Clear Channel Outdoor Holdings, Inc.
(CCOH), Clear Channel's 89% owned outdoor advertising subsidiary.
The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.

Fitch estimates that total leverage was 11.1 times (x) Sept. 30,
2011, with secured leverage of 8.0x.  Although an improvement from
downturn nadirs, leverage remains significantly higher than levels
incurred in the 2008 LBO (Fitch estimates approximately 9x and 6x
for total and secured leverage, respectively).

Clear Channel faces significant maturity walls in 2014 and 2016 of
$2.8 billion and $12.2 billion, respectively (primarily bank
loans).  The company can easily handle its maturities through 2013
(mostly legacy notes and some term loan amortization), which total
less than $800 million, through cash on hand and backup
facilities.  At Sept. 30, 2011, Clear Channel had $533 million of
cash, excluding $632 million of cash held at CCOH.  This cash
includes $541 million of CCOH funds swept to Clear Channel for
cash management purposes.  Clear Channel can access these funds
and use them at its discretion, although they are due to CCOH on
demand.  Even absent this cash, Clear Channel has adequate backup
liquidity, including $536 million availability under its RCF and
an undrawn ABL facility (subject to an undisclosed borrowing base;
$321 million outstanding at 1Q11, the last reported date before
the facility was repaid).  Any free cash flow comes from CCOH
(more than $200 million annually); although a portion would be
swept to Clear Channel, this entity does not currently generate
cash on its own.

Fitch sees an increasing probability that Clear Channel will be
able to address the 2014 maturity wall without the need of an
extension by the lenders.  An extension would certainly be a
positive in that it would provide the company with increased
financial flexibility to deal with subsequent maturities. However,
Fitch no longer believes an extension is necessary simply for the
company to clear the 2014 hurdle.

Despite Fitch's improved view on the company's prospects through
the 2014 maturity, significantly larger challenges remain in
addressing the 2016 wall.  To do so, Clear Channel will require
flexibility on the part of 2016 term loan holders by way of
maturity extension, in order to remain a going concern.  In
Fitch's view, this flexibility will depend on Clear Channel's
ability to reduce secured leverage to a level where lenders would
be willing to recommit capital.  Fitch believes that this level is
likely below 6x, as this is where the banks originally lent during
the credit boom, as well as the challenges associated with the
final funding/closing of the deal.  Additionally, the lenders
would have to believe that any leeway would provide Clear Channel
with the ability to improve its capital structure, not merely
prolonging the inevitable.

As far as other maturities, Clear Channel could look to extend and
reduce the $1.4 billion of legacy notes and/or the $1.6 billion of
LBO notes that mature after 2013 via a distressed debt exchange
(DDE).  While this will not help the company get past the bank
maturities, it would reduce calls on liquidity leading up to the
existing (and any extended) term loan, and could be a bank
requirement for an amend/extend.

In Fitch's view, there is a scenario where the company employs
several, if not all, of these alternatives, which enable it to
successfully address its maturities.  However, this scenario
involves some fairly aggressive assumptions and several events
going in the company's favor.  If the scenario does not play out
as such, Fitch believes a default is a real possibility.

The ratings at CCOH incorporate Fitch's favorable outlook on the
outdoor industry and CCOH's position within it.  The ratings also
consider Fitch's expectations that total leverage is likely to
migrate towards 6x over the next several years as CCU seeks to
maximize its cash from the subsidiary.  The ratings also
incorporate the legal provisions that separate the two entities
and protect the subsidiary, including dividend restrictions, lack
of guarantee, and CCOH protection from a CCU default.  However,
there are strong operational ties to the weaker parent, including
centralized treasury and senior management overlap. Additionally,
the parent can pull cash out of the sub (with restrictions), which
it will rely on to service a portion of its debt.

Consolidated debt at Sept. 30, 2011 was $20.7 billion.  Debt held
at Clear Channel was $18.2 billion and consisted primarily of:

  -- $1.1 billion secured term loan A, maturing July 2014;
  -- $8.7 billion secured term loan B, maturing January 2016;
  -- $671 million secured term loan C (asset sale facility)
     maturing January 2016;
  -- $977 million secured delayed draw term loan, maturing January
     2016;
  -- $1.3 billion outstanding under the $1.9 billion secured RCF,
     maturing July 2014;
  -- $1.75 billion 9.0% secured priority guarantee notes, maturing
     2021;
  -- $796 million senior unsecured 10.75% cash pay notes, maturing
     August 2016;
  -- $830 million senior unsecured 11.0%/11.75% PIK toggle notes,
     maturing August 2016; and
  -- $2.0 billion senior unsecured legacy notes, with maturities
     of 2013 - 2027.

The bank debt and priority guarantee notes are secured by the
capital stock of Clear Channel, Clear Channel's non-broadcasting
assets ('non principal property'), and a second priority lien on
the broadcasting receivables that securitize the ABL facility.
The bank debt and secured notes are guaranteed on a senior basis
by Clear Channel Capital I, Inc. (holding company of Clear
Channel), and by Clear Channel's wholly owned domestic
subsidiaries.  There is no guarantee from CCOH or its
subsidiaries.  The LBO notes benefit from a guarantee from the
same entities, although it is contractually subordinated to the
secured debt guarantees. The legacy notes are not guaranteed.

There was approximately $2.5 billion of debt at CCWW at Sept. 30,
consisting primarily of:

  -- $500 million series A senior unsecured notes, maturing
     December 2017; and
  -- $2 billion series B senior unsecured notes, maturing December
     2017.

The notes are guaranteed by CCOH, Clear Channel Outdoor, Inc., a
wholly owned subsidiary of CCOH, and the majority of the domestic
operating subsidiaries of CCOH.

Clear Channel's radio business (49% of revenue and 56% of segment
EBITDA) benefits from its position as the largest terrestrial
radio broadcaster in the U.S. Fitch expects broadcast radio
industry revenues post 1% - 2% annual declines going forward amid
increasing competitive threats in the mobile and digital space.
Clear Channel (via its ownership of CCOH) is also the largest
player in Outdoor (49% of revenue, 41% of segment EBITDA) and
benefits from scale as well as a diverse global presence.  Fitch
expects 3% - 4% top line outdoor growth in 2012.

Clear Channel's Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets.  Fitch applies a 20% discount (approximately the level at
which the company would breach its consolidated senior leverage
covenant) to Radio EBITDA.  Fitch assumes that Clear Channel has
maximized the debt-funded dividends from CCOH and used the
proceeds to repay bank debt.  Additionally, Fitch assumes that
Clear Channel would receive 89% of the value of a sale of CCOH
after the CCOH creditors had been repaid.  Fitch estimates the
adjusted distressed enterprise valuation in restructuring to be
approximately $6.7 billion.

The 'CCC' rating for the bank debt and secured notes reflects
Fitch's belief that although the current recovery expectations are
near the bottom of the RR3 (51% - 70%) range, Fitch believes an
RR4 (31% - 50%) rating is appropriate, given the complexity and
uncertainty of the situation, the proportion of secured debt in
capital structure, and expectations that future secured issuance
could go to repay maturing unsecured notes.  The 'C' rating on the
senior unsecured legacy and LBO notes reflects Fitch's
expectations for minimal recovery prospects due to their position
below the banks in the capital structure.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 40%, to approximately the level where
the company could not cover its fixed charges, and applies a 7x
valuation multiple.  Fitch estimates the enterprise value would be
$2.7 billion.  Although this indicates recovery of near 100% for
the CCOH notes, Fitch notches the debt up two notches from the IDR
given the unsecured nature of the debt.

Clear Channel

  -- Long-term Issuer Default Rating (IDR) at 'CCC';
  -- Senior secured term loans and senior secured revolving credit
     facility (RCF) at 'CCC/RR4';
  -- Senior secured priority guarantee notes at 'CCC/RR4';
  -- Senior unsecured leveraged buyout (LBO) notes at 'C/RR6';
  -- Senior unsecured legacy notes at 'C/RR6'.

CCWW

  -- Long-Term IDR at 'B';
  -- Senior unsecured notes at 'BB-/RR2'.


COMSTOCK RESOURCES: S&P Lowers Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Frisco, Texas-based Comstock Resources Inc. to 'B+' from
'BB-'. The outlook is negative.

"We also lowered our issue rating on the company's senior
unsecured debt to 'B' from 'B+'. The recovery rating is '5',
indicating our expectation of modest (10% to 30%) recovery for
bondholders in the event of a payment default," S&P said.

"The downgrade follows our recent revision of our natural gas
price assumptions," S&P said.

The ratings on Comstock reflect the company's "weak" business risk
and "aggressive" financial risk, as S&P's criteria define the
terms.

"We expect that natural gas prices will remain weak over the next
one to two years, which will pressure the company's profitability
while it shifts capital to oil projects," said Standard & Poor's
credit analyst Carin Dehne-Kiley.

"Additional factors we incorporate are Comstock's small and
geographically concentrated reserve base and our estimate that the
company will outspend operating cash flows in 2012, despite its
recent $100 million reduction in planned capital expenditures for
this year. Our ratings also take into account Comstock's
experienced management team and competitive cost structure," S&P
said.

Comstock is an independent exploration and production company that
operates primarily in onshore Texas and Louisiana. As of year-end
2011, the company's proven reserve base was small at about 1.3
billion cubic feet equivalent, and weighted toward natural gas
(85%).


CONQUEST PETROLEUM: Incurs $1.3 Million Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Conquest Petroleum Incorporated filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.35 million on $225,341 of total revenues for the
three months ending Sept. 30, 2011, compared with a net loss of
$2.31 million on $430,007 of total revenues for the same period
during the prior year.

The Company reported a net loss of $14.49 million on $1.24 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $23.26 million on $914,781 of total revenues during
the prior year.

The Company reported a net loss of $4.77 million on $816,609 of
total revenues for the nine months ending Sept. 30, 2011, compared
with a net loss of $12.78 million on $1.08 million of total
revenues for the same period a year ago.

The Company's balance sheet as of Sept. 30, 2011, showed $1.99
million in total assets, $32.56 million in total liabilities and a
$30.57 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, M&K CPAS, PLLC, in
Houston, Texas, noted that Conquest Petroleum has insufficient
working capital and reoccurring losses from operations, all of
which raises substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/DPTKwO

                      About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.


CONSTELLATION BRANDS: S&P Assigns BB+ Senior Unsecured Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
senior unsecured debt rating to Victor, N.Y.-based Constellation
Brands Inc.'s Rule 415 shelf registration of debt securities. The
new shelf has an indeterminate aggregate initial offering price
and number of debt securities. This replaces the company's prior
shelf registration.

The company expects net proceeds from debt issuances will be used
for general corporate purposes, including, but not limited to,
repayment or refinancing of indebtedness, working capital, capital
expenditures, and acquisitions.

"The corporate credit rating on Constellation Brands is 'BB+',
with a stable outlook. The rating reflects our 'satisfactory'
business risk profile assessment, which benefits from the
company's historically strong cash generation from a diverse
portfolio of consumer brands within the highly competitive
beverage alcohol markets. Our assessment of Constellation Brands'
financial risk profile is 'significant,' characterized by the
company's more-disciplined financial policy, yet high debt
levels," S&P said.

Ratings List
Constellation Brands Inc.
Corporate credit rating            BB+/Stable/--

Rating assigned
Constellation Brands Inc.
Rule 415 shelf registration        BB+ (prelim.)


CORDIA COMMUNICATIONS: Can Access Thermo Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, in a sixth interim order dated Dec. 28, 2011, Cordia
Communications Corp., et al., to use alleged cash collateral of
Thermo Credit, LLC, in accordance with a budget, through Feb. 3,
2012.

The Debtors are authorized, for the purposes of this sixth interim
order, to utilize all proceeds of pre- and post-petition
receivables and customer payments received or deposited into the
Lockbox, Collections Accounts, and Contingency Account on or after
the Petition Date in accordance with the budget and this sixth
interim order.

The Debtors, in any particular calendar month: (i) are not
authorized to exceed any line item on the budget by more than 10%
of the line item unless it receives prior written consent from
Thermo; (ii) may not incur a negative variance from aggregate
income (revenues less operating expenses) by more than 10% unless
it receives prior written consent from Thermo, and (iii) may not
pay any prepetition obligation without a prior order of the Court.
Notwithstanding the foregoing, the Debtors may pay any fees due to
the Office of the United States Trustee pursuant to 28 U.S.C.
Section 1930(a)(6) when due.

Thermo is granted a replacement lien on and in cash collateral,
receivables, and other property , including but not limited to all
amounts contained in or payments received or deposited into the
Lockbox, Collections Accounts or Contingency Account, owned,
acquired or generated post-petition by the Debtors' continued
operations solely to the extent and priority, if any, and of the
same kind and nature as Thermo had, if any, prior to the filing of
this bankruptcy case effective as of the Petition Date.

To the extent that the replacement lien is found to be
insufficient, Thermo will be afforded the priority in payment
afforded by Section 507(b) of the Bankruptcy Code to the extent of
any diminution in the value of its security or ownership
interests, if any, after giving effect to the value, if any, of
the replacement lien granted hereunder.

If the Court enters an order dismissing the Debtors' bankruptcy
cases, converting the cases to cases under Chapter 7, or
appointing a Chapter 11 trustee, that order will  constitute an
event of default under the terms of this Sixth Interim Order, and
the Debtors' authorization to use cash collateral provided herein
will  be automatically revoked without the need for further
hearing.

A further hearing on the Debtors' Emergency Motion for Entry of an
Order Authorizing Use of Alleged Cash Collateral [ECF No. 12] was
held on January 25.  At that hearing, the Bankruptcy Court denied
the Motion as moot.

About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC holds licenses to
operate in 28 states throughout the contiguous United States, and
CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Scott L. Baena, Esq., Jeffrey I. Snyder, Esq., and
Jason Z. Jones, Esq.,at Bilzin Sumberg Baena Price & Axelrod LLP,
in Miami, Fla., serve as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.  Bingham McCutchen LLP as special telecommunications
counsel.

Cordia Communications Inc. was authorized in July 2011 to sell the
business to Birch Communications Inc.  For Birch to take over a
contract with Verizon Communications Inc., Verizon must be paid
$4.4 million, according to the order approving the sale.

On Feb. 1, 2012, the Bankruptcy Court entered an order converting
the Debtors' cases to cases under Chapter 7 of the Bankruptcy
Code, effective Feb. 1, 2012.


CORDIA COMMUNICATIONS: U.S. Trustee Wins Case Conversion
--------------------------------------------------------
On Feb. 1, 2012, the U.S. Bankruptcy Court for the Middle District
of Florida entered an order approving the motion of Donald F.
Walton, the U.S. Trustee for Region 21, for the conversion of the
Chapter 11 cases of Cordia Communications Corp., et al., to cases
under Chapter 7 of the Bankruptcy Code, effective Feb. 1, 2012.

The Debtors proposes to liquidate their businesses under Chapter
11 of the Bankruptcy Code.  However, the U.S. Trustee said that
the Debtors should be liquidated under Chapter 7 because (1) the
Debtors have elected not to pursue claims against non-debtor
entities potentially totaling in excess of $38,000,000; and (2)
the administrative fees associated with a Chapter 7 likely would
be less than the additional attorney fees involved in confirming a
chapter 11 plan.

The Iowa Department of Revenue, holder of a $309,968 tax claim,
joined in the UST's request.

About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC holds licenses to
operate in 28 states throughout the contiguous United States, and
CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Scott L. Baena, Esq., Jeffrey I. Snyder, Esq., and
Jason Z. Jones, Esq.,at Bilzin Sumberg Baena Price & Axelrod LLP,
in Miami, Fla., serve as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.  Bingham McCutchen LLP as special telecommunications
counsel.

Cordia Communications Inc. was authorized in July 2011 to sell the
business to Birch Communications Inc.  For Birch to take over a
contract with Verizon Communications Inc., Verizon must be paid
$4.4 million, according to the order approving the sale.


CORDIA COMMUNICATIONS: Court Denies UST Motion to Appoint Examiner
------------------------------------------------------------------
On Feb. 1, 2012, the U.S. Bankruptcy Court for the Middle District
of Florida entered an order denying the motion of Donald F.
Walton, the U.S. Trustee for Region 21, for the appointment of an
Examiner in the Chapter 11 cases of Cordia Communications Corp.,
et al.

As reported in the TCR on Dec. 15, 2011, the UST filed a motion to
appoint an examiner.  In the motion, the UST argued that the Court
should appoint a neutral third party to ascertain whether the
insider debts and insider transfers were collectable for the
ultimate benefit of unsecured creditors.

At the Dec. 14 hearing on the Examiner Motion, Debtors argued that
no examiner was necessary because the Debtors intend to appoint a
liquidating trustee as part of a Chapter 11 plan.  They indicated
that the liquidating trustee would most likely be Joseph J.
Luzinski, who presently serves as Debtors' Chief Restructuring
Officer.

The UST believes this remedy is unsatisfactory.  To the UST's
knowledge, Mr. Luzinski has done nothing to collect on the insider
debts and transfers despite the benefit to the estate.
Furthermore, he has a conflict of interest because he was selected
by Debtors' principals.  Finally, the appointment of Mr. Luzinski
only increases the professional fees involved in administering a
Chapter 11 plan.

About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC holds licenses to
operate in 28 states throughout the contiguous United States, and
CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Scott L. Baena, Esq., Jeffrey I. Snyder, Esq., and
Jason Z. Jones, Esq.,at Bilzin Sumberg Baena Price & Axelrod LLP,
in Miami, Fla., serve as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.  Bingham McCutchen LLP as special telecommunications
counsel.

Cordia Communications Inc. was authorized in July 2011 to sell the
business to Birch Communications Inc.  For Birch to take over a
contract with Verizon Communications Inc., Verizon must be paid
$4.4 million, according to the order approving the sale.

On Feb. 1, 2012, the Bankruptcy Court entered an order converting
the Debtors' cases to cases under Chapter 7 of the Bankruptcy
Code, effective Feb. 1, 2012.


CORRECTIONS CORP: Fitch Assigns 'BB+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' initial Issuer Default Rating
(IDR) to Corrections Corp. of America (CCA).  Fitch has also
assigned a 'BBB-' rating to the company's $785 million secured
credit facility, and a 'BB+' rating to $645 million of senior
unsecured notes.  The Rating Outlook is Stable.

The 'BB+' IDR considers the attractive long-term credit
characteristics of the private correctional facilities industry,
including: (1) overcrowding of public prisons, (2) modest private
sector penetration of prison populations, and (3) economically
defensive characteristics of prison populations.

CCA maintains a leading position (44% market share) in the
industry, which is highly concentrated and has significant
barriers to entry.  GEO Group is its largest competitor with about
31% market share.  Fitch also views the industry in the context of
a comparable set that includes hotels, hospitals, private prisons,
and REITs.

The U.S. private correctional facilities industry is at an early
stage of its industry life cycle.  Although the privatization of
correctional facilities dates back to the early 1980s, only about
10% of beds are currently outsourced.  The number of outsourced
beds has grown from 11,000 in 1990 to more than 205,000 today, or
a CAGR of 15.7% over that time frame.  In contrast, roughly 20% of
hospital beds are privatized.

CCA's business reflects the stability tied to contractual income.
CCA enters into contracts with the federal, state, and local
governments that guarantees (1) a per diem rate or (2) a take or
pay arrangement that guarantees minimum occupancy levels.

However, the short-term nature of the contacts with governmental
authorities is a concern.  Typical contracts are for roughly 3 - 5
years with multiple renewal terms, but can be terminated at any
time without cause.

Additionally, contracts are subject to legislative bi-annual or
annual appropriation of funds, so strained budget situations at
federal, state, and local levels could pressure negotiated rates.
Mitigating this concern is that the company had strong relative
financial performance through the recent recession.

The company received six requests for assistance with contracts in
2009 - 2010, but only one in 2011.  CCA was able to adjust cost
items in contracts to compensate for reduced revenue levels such
that the contracted profit did not deteriorate.  Since 2007, Fitch
calculates that EBITDA has grown from $354 million to $455 million
on an LTM Sept. 30, 2011 basis, without reflecting a decline in
any single year.

Another concern is that the company's customers are concentrated.
Federal correctional and detention authorities made up 43% of
revenues in 2010 and primarily includes the Bureau of Prisons
(BOP; 16%), the United States Marshals Service (USMS; 15%), and
the U.S. Immigration and Customs Enforcement (ICE; 12%).  State
customers accounted for 50% of revenues in 2010 with the
California Department of Corrections and Rehabilitation (CDCR)
making up 13%.

Value of Real Estate is Limited:

Based on a cost of $60,000 per bed, the replacement cost of the
company's 45 facilities is around $3.8 billion, which compares to
roughly $1.2 billion of debt and a current enterprise value of
$3.5 billion.

The company's real estate holdings provide only modest credit
support in Fitch's view.  There are limited alternative uses of
prisons, the properties are often in rural areas, and there is no
established mortgage market as a contingent liquidity source.
However, the facilities do provide essential governmental
services, so there is inherent value in the properties.
Additionally, prisons have a long depreciable life (50 years) with
a practical useful life greater than that (~75 years) and CCA has
a young owned portfolio (average age of ~15 years)

CCA Maintains a Strong Financial Profile:

As of Sept. 30, 2011 Fitch calculates total debt/ LTM EBITDA of
2.7x, interest coverage of 6.2x, and FFO fixed charge coverage of
4.9x.

CCA maintains solid financial flexibility as it generates annual
FFO less maintenance capex of roughly $250 million that can be
used to support an ample amount of fluctuations in accounts
receivable, prison construction, share repurchases, and/or
dividends.

Ratings incorporate management's current financial policies
including: (1) a target leverage ratio of 3.0x; (2) a fixed charge
coverage of no less than 3.5x; and (3) minimum liquidity of at
least $100 million. The company's ROI hurdle rate is 13% -15%
cash-on-cash, pre-tax EBITDA returns to all capital investments.

CCA's debt maturity profile is attractive. The company executed a
credit facility refinancing transaction on Jan. 6, 2012, for $785
million, which replaced the existing $450 million facility,
extended the term to Dec. 2016, repaid $335 million of 2013
unsecured notes (out of $375 million outstanding), and achieved
pricing of L+150.

Following the transaction, outstanding unsecured bonds include $40
million of 6.25% senior notes due 2013, $150 million of 6.75%
senior notes due 2014, and $455 million of 7.75% of senior notes
due 2017.

The secured credit facility is rated 'BBB-', one notch above the
IDR. CCA's accounts receivables are pledged as collateral, which
totaled $261 million as of Sept. 30, 2011.  Equity in the
company's domestic operating subsidiaries and 65% of international
subs are also pledged as collateral, but long-term fixed assets
are not pledged.

As of LTM Sept. 30, 2011, leverage through the secured credit
facility was roughly 0.5x and 1.0x on a fully drawn basis.  On an
LTM Sept. 30, 2011 basis and proforma for the refinancing
transaction, leverage through the secured credit facility would be
roughly 1.6x on a fully drawn basis.

Considerations for an investment grade IDR include the following:

  -- Further penetration and public acceptance of private
     correctional facilities;
  -- An acceleration of market share gains and/or contract wins;
  -- Adherence to more conservative financial policies (2.0x
     leverage target; 4.0x minimum fixed charge coverage and $150
     million minimum liquidity); and
  -- Minimal secured debt in the capital structure.

Considerations for downward pressure on the 'BB+' IDR and/or
Stable Outlook include:

  -- Increased pressure on per diem rates from customers;
  -- Decreasing market share gains and/or notable contract losses;
  -- Material political decisions related to long-term dynamics of
     the private correctional facilities industry;
  -- Leverage sustaining above 4.0x and FFO fixed charge coverage
     sustaining below 4.0x;
  -- Increased secured debt in the capital structure.


CUI GLOBAL: Amends Form S-1 Registration Statement
--------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission an amendment to the Form S-1 registration statement
relating to the Company's offering of indeterminate shares of the
Company's common stock.  The Company's common stock is currently
quoted on the OTC Bulletin Board under the symbol "CUIG.OB."  On
Aug. 17, 2011, the Company filed an application for listing the
Company's common stock on the Nasdaq Capital Market tier of The
Nasdaq Stock Market which application has not yet been approved.

The Company must raise at least $10,000,000 in order to close this
offering to secure our Nasdaq Capital Market listing.

The Underwriter's obligation to purchase the Company's shares is
subject to the Company raising at least $5,000,000 and certain
other conditions set for the in the Underwriting and Advisory
Services Agreement between the Company.  Merriman Capital will
have "underwriter" status as that term is defined under the
Securities act of 1933, as amended Act for all shares offered
under this prospectus

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

                        http://is.gd/PZEDYZ

                          About CUI Global

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

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

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

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

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


CUSTER ROAD: Files for Chapter 11 in Sherman, Texas
---------------------------------------------------
Custer Road Marketplace Ltd. filed a bare-bones Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-40312) in Sherman, Texas.

Custer Road, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B), has its principal asset located at the northwest
corner of intersection of Custer and SH 121 in Collin County,
Texas.  The Debtor estimated assets and debts of up to
$50 million.

According to the docket, schedules and statement and other
required documents are due Feb. 13, 2012.


DENNY'S CORP: Keeley Asset Discloses 8.7% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Keeley Asset Management Corp. and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 8,350,054 shares of common stock of Denny's Corporation
representing 8.7% of the shares outstanding.  The percent
ownership calculated is based upon an aggregate of 96,362,731
shares outstanding as of Oct. 31, 2011.  A full-text copy of the
amended filing is available at http://is.gd/z5xYHm

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Sept. 28, 2011, showed
$280.63 million in total assets, $376.11 million in total
liabilities, and a $95.47 million total shareholders' deficit.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DESERT GARDENS: Court Denies Plea to Extend Plan Filing Deadline
----------------------------------------------------------------
The Hon. W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona has denied Desert Gardens IV, LLC's request to
extend its exclusively period to propose its Chapter 11 plan.

The Debtor said that the pending factual and legal issues in the
case prevented it from filing its plan and disclosure statement by
the 90th-day postpetition date, or by Nov. 4, 2011.  The Debtor
challenged the Nov. 22, 2011 motion of U.S. Bank National
Association, as Trustee, successor in interest to Bank of America,
National Association, as Trustee, successor by merger to LaSalle
Bank National Association, as Trustee, for the registered holders
of 10 Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, 11 Series 2007-PWR15, for
determination that the Debtor is a Single Asset Real Estate debtor
by its Dec. 21, 2011 opposition to the SARE Motion.  In the event
the SARE Motion is granted, the Debtor would seek to extend the
deadline to file its Plan to April 6, 2012.  In the event the SARE
Motion is denied, the Debtor would ask the Court to extend the
deadline for it to exclusively file its Plan to April 6, 2012,
from March 5, 2012, and the deadline to have the Plan confirmed to
June 8, 2012, from May 2, 2012.  The Debtor said that in the event
that it is successful in challenging US Bank's SARE motion, in the
alternative, the Debtor would additional time beyond the 120 and
180 days' exclusivity periods.

U.S. Bank objected to the Debtor's motion to extend the Debtor's
statutory deadline and sought termination of the exclusivity
period, based upon these grounds:

  (1) The Debtor should not be required to file a plan of
      reorganization and disclosure statement unless and until the
      Court has surcharged US Bank's collateral to pay the
      Debtor's attorneys' fees and costs related to the
      preparation thereof; and

  (2) The Debtor is still exploring and developing "alternative
      plan structures," and hasn't received a final appraisal of
      the property (which it expects to receive between Jan. 25 -
      28).

According to U.S. Bank, neither of these grounds establishes
sufficient "cause" for the relief sought by the Debtor.

U.S. Bank claimed that the pending surcharge motion is irrelevant.
The Debtor's bankruptcy case was filed on Nov. 4, 2011.  Shortly
thereafter, the Debtor and US Bank entered into a stipulation
permitting the use of cash collateral for specified expenses.
Since the beginning of the case, US Bank has made it clear that it
did not and would not consent to the use of its cash collateral to
pay the fees of the Debtor's bankruptcy professionals.
Approximately 2-1/2 months later, the Debtor filed a motion
seeking to surcharge US Bank's collateral for the payment of those
professional fees and, on the same day (Jan. 18, 2012) filed the
motion seeking extension of the deadline to file a plan, in which
it argues that it should be excused from any plan filing
deadlines, apparently until US Bank is ordered to pay the fees for
the preparation of the plan out of its own collateral, since there
is uncertainty as to the ability of the Debtor's counsel,
Jennings, Strouss & Salmon, P.L.C., to be paid for its work.

U.S. Bank said that there is no explanation as to why the Debtor
waited for 2-1/2 months, until the eve of a plan deadline to seek
for an extension.

"The fact that a debtor is still examining different
reorganization alternatives is not a sufficient basis for the
relief requested.  This is not a particularly complicated
bankruptcy case.  The assets of the estate consist essentially of
a large apartment complex that is subject to a lien in favor of
U.S. Bank.  The Debtor contends in its schedules that the value of
the apartment complex is significantly less than the outstanding
debt, so the plan would presumably be some form of a proposed
reduction in the amount of the secured debt, some proposed payment
on unsecured claims, and some mechanism by which the Debtor's
owners attempt to retain ownership of the complex," U.S. Bank
said.

                      About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  Sierra
Consulting Group, LLC, is the financial advisor.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


DESTINATION MATERNITY: Moody's Affirms 'B2'; Outlook Now Stable
---------------------------------------------------------------
Moody's Investors Service revised Destination Maternity
Corporation's (Destination Maternity) ratings outlook to stable
from positive. The company's B2 Corporate Family Rating, B2
Probability of Default Rating and the B2 rating on its secured
term loan were affirmed. In a separate action, Moody's assigned
the company a first time speculative grade liquidity rating of
SGL-2.

The key reason for the change in outlook to stable was that
Destination Maternity's same store sales growth and earnings have
remained below Moody's expectations. Operating performance has
been weaker than expected because lower sales necessitated higher
promotional activity and higher markdowns than planned to attract
customers, and resulted in lower merchandise margin. In addition,
the company's same store sales growth has been soft and the new
Macy's doors have partly cannibalized the company's own stores.
Moody's continues to expect that the mid-price-point consumers
will have tight budgets and that it will be difficult for the
company to achieve significant top-line growth or margin
improvements in the near term. As a result, Moody's does not
anticipate the company's debt/EBITDA (incorporating Moody's
standard analytical adjustment) to materially improve from its
current levels of about 5.0 times over the next 12-18 months.
Moody's acknowledges that the company has repaid about $5 million
of its term loan outstandings in Q1'FY12 with free cash flow,
leaving the company with just $26 million of balance sheet debt at
December 31, 2011. Nonetheless, as is typical for a retailer, the
company relies on operating leases to run its business and Moody's
expects the rent adjusted leverage ratio over the near term to
remain in the high-4.0 times to 5.0 times range, a level not
indicative of a higher rating.

Ratings Affirmed (LGD assessment changed):

- Corporate Family Rating at B2;

- Probability of Default Rating at B2; and

- Senior Secured Term Loan at B2 (LGD4, 53%)

Rating Assigned:

- Speculative Grade Liquidity Rating of SGL-2

The ratings outlook is stable.

RATINGS RATIONALE

Destination Maternity's B2 Corporate Family Rating incorporates
its small scale, high leverage, and vulnerability to consumer
spending. At the same time, its good liquidity, including
expectations for continued positive free cash flow, as well as
geographic diversity and well recognized brands support the
rating.

The speculative grade liquidity rating of SGL-2, which denotes
good liquidity, is supported by Destination Maternity's cash
balances, revolver availability, healthy free cash flow expected
over the next twelve months, and the expectation that the company
will address its 2013 debt maturities in a timely manner.

The stable outlook assumes continued good liquidity, but
relatively high, albeit stable, lease-adjusted debt.

Moody's would consider an upgrade with expectations for
debt/EBITDA sustained at or below 4.0 times and EBITA/interest
sustained above 2.5 times (incorporating Moody's standard
analytical adjustments). Moody's would also require expectations
for continued revenue and EBIT growth and maintenance of good
liquidity, including renewal of the revolving credit facility.

Ratings could be downgraded with any material revenue or
profitability declines, or erosion of liquidity, including lack of
progress on renewing the revolver in a timely manner. A decline in
performance or unexpected use of cash that led to debt/EBITDA
approaching 6.0 times or EBITA/interest falling below 1.5 times
could result in a downgrade (all metrics calculated incorporating
Moody's standard analytical adjustments).

The principal methodology used in rating Destination Maternity
Corporation was the Global Retail Industry Methodology published
in June 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Please see the Credit Policy page
on www.moodys.com for a copy these methodologies.

Headquartered in Philadelphia, PA, Destination Maternity
Corporation designs and sells maternity apparel. The company
operates about 2,100 retail locations including about 660 stores
in all fifty U.S. states, Guam, Puerto Rico, and Canada, as well
as about 1,400 leased locations within department stores such as
Macy's and specialty stores like Babies "R" Us. Brand names
include Motherhood Maternity and A Pea in the Pod. Destination
Maternity also distributes its Oh Baby by Motherhood collection
through a licensed arrangement at Kohl's stores. In addition, the
company has store franchise and product supply relationships with
franchisees in the Middle East, India and South Korea.


DIALOGIC INC: Wells Fargo Extends Forbearance Until March 6
-----------------------------------------------------------
Dialogic Corporation, a wholly-owned subsidiary of Dialogic Inc.,
entered into an Amendment No. 3 to the Forbearance Agreement dated
Nov. 14, 2011, with certain lenders and Wells Fargo Foothill
Canada ULC in connection with that certain credit agreement, dated
March 5, 2008, as amended.  Pursuant to the terms of the Third
Amendment, each of the Lenders and the Agent agreed to forbear
from exercising its rights and remedies under the Credit
Agreement, including the right to accelerate the maturity date of
amounts outstanding under the Credit Agreement and realize on its
collateral under the terms of the Credit Agreement, with respect
to certain existing and anticipated defaults by the Company under
the Credit Agreement, until the earliest of:

   (i) March 6, 2012;

  (ii) the occurrence of any additional Event of Default, which
       for this purpose includes the exercise by any third party
       of any rights or remedies against the Company, Dialogic
       Corporation or any of Cantata Technology, Inc., Dialogic
       Distribution Ltd., Dialogic Networks (Israel) Ltd. and
       Dialogic do Brasil Com‚rcio de Equipamentos Para
       Telecomunica‡?o LTDA, which are wholly owned subsidiaries
       of the Company; or

(iii) the occurrence of any Termination Event in exchange for a
       release of claims by Dialogic Corporation against the
       Lenders and Agent.

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

                        http://is.gd/kfQ2Nh

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

For the nine months ended Sept. 30, 2011, the Company incurred a
net loss of US$45.6 million and used cash in operating activities
of US$11.1 million.  For the nine months ended Sept. 30, 2010, the
Company incurred a net loss of US$25.4 million.  Operating
activities provided cash of US$2.7 million in the nine months
ended Sept. 30, 2010.


DIAMOND FOODS: Audit Committee Completes Accounting Probe
---------------------------------------------------------
Diamond Foods, Inc. on Feb. 8 disclosed that the Audit Committee
of its Board of Directors has substantially completed its
investigation of the Company's accounting for certain crop
payments to walnut growers.  The Audit Committee has concluded
that the Company's financial statements for the fiscal years 2010
and 2011 will need to be restated.  Over the course of the last
three months, the Audit Committee has carefully reviewed the
accounting treatment of certain payments to walnut growers.  The
Audit Committee has concluded that a "continuity" payment made to
growers in August 2010 of approximately $20 million and a
"momentum" payment made to growers in September 2011 of
approximately $60 million were not accounted for in the correct
periods, and  the Audit Committee identified material weaknesses
in the Company's internal control over financial reporting.

The Board of Directors is taking a number of corrective actions
including the appointment of a new Chief Executive Officer and
Chief Financial Officer.  Effective immediately, the Board has
appointed Director Rick Wolford to serve as Acting President and
Chief Executive Officer and Michael Murphy, of Alix Partners, LLP,
to serve as Acting Chief Financial Officer.  The Company is
commencing searches for permanent replacements for the CEO and CFO
positions.  The Board has also appointed Robert J. Zollars, who
previously served as Lead Independent Director, to the position of
Chairman of the Board.  Michael J. Mendes and Steven M. Neil have
been placed on administrative leave from the Company.

"After an extensive and thorough investigation, the Audit
Committee concluded that the Company's internal controls were
inadequate and that certain grower payments for the 2011 and 2010
crops were not accounted for in the correct periods.  As a result,
the Company will restate its fiscal years 2010 and 2011 financial
statements," said Robert Zollars, Diamond Foods' Chairman.  "The
Board takes the Company's control and the integrity of its
financial statements very seriously, and we are moving
aggressively to implement corrective measures, including changes
to the Company's leadership."

"I look forward to working with the management team and the
terrific employees at Diamond and will be focused on moving the
business forward, further driving Diamond's strong brands and
helping to find a permanent chief executive," said Rick Wolford,
Acting President and Chief Executive Officer.

Diamond is working diligently to complete financial restatements
for the affected periods and will file all required reports with
the U.S. Securities and Exchange Commission as soon as possible.
While the timing of the restatement is difficult to predict at
this time, the Company will endeavor to provide updates on timing
and other material developments.

Rick Wolford previously served as Chief Executive Officer,
President and Chairman of Del Monte Foods.  Mr. Wolford began his
career in 1967 in the food industry at Dole Foods, where he held a
variety of positions, including President of Dole Packaged Foods.
He has served as a Director of Diamond Foods since April 2011.

Michael Murphy is currently a Managing Director at Alix Partners,
a leading financial consulting firm.  He has more than 20 years of
broad and varied financial advisory services experience.

                       About Diamond Foods

The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.

The Securities and Exchange Commission and the audit committee of
the Company's board are investigating payments the Company made to
walnut growers late last summer.  Shareholders have sued the
company alleging Diamond delayed what it called "momentum
payments" to inflate its 2011 earnings.  Diamond missed a deadline
to file its fiscal first-quarter results in light of the SEC
probe.  Diamond has said it will cooperate with the SEC.

The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co.  P&G has
said the deal hinges on the favorable resolution of the
investigations.

WSJ reports two of the five largest shareholders of Diamond Foods
Inc. dumped the bulk of their holdings amid the accounting probes.
Del Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September, according to FactSet
Research, now owns just 40,000 shares, or 0.2% of the company.
BAMCO Inc., Diamond's fifth-largest shareholder in September with
6.9% of the company, has since sold all of its shares.


DIGICEL LIMITED: Moody's Assigns 'B1' Rating to Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Digicel
Limited's (DL) $250 million senior unsecured notes due 2020. The
new notes will be used for general corporate purposes, including
acquisitions and capital expenditures. In addition, Moody's
affirmed Digicel Group Limited's (Digicel, DGL or the company)
corporate family rating and probability of default rating, both at
B2, and maintained the stable rating outlook. In conjunction with
the rating action, Moody's affirmed the ratings on the existing
DGL debt and on the existing debt at DL, a wholly-owned subsidiary
of DGL. The company also has a $992 million senior secured credit
facility at its Digicel International Finance Ltd. subsidiary,
which Moody's does not rate.

Moody's expects that consolidated leverage at DGL following the
new issuance will be under 5.0x on a Moody's adjusted basis.
Moody's believes that the company will manage its adjusted
leverage at between 4.5x and 5.0x over the next two years, given
EBITDA growth related to continued success in growing its markets,
particularly in the South Pacific territories, and increasing cash
flow contributions from Haiti. Overall deleveraging is expected to
be tempered by Moody's expectation that the company will likely
use debt funding to consolidate the rest of its affiliate, Digicel
Holdings Central America (DHCAL), future acquisitions and
heightened capital expenditures.

RATINGS RATIONALE

Digicel's B2 corporate family rating is supported by its leading
position as the largest wireless telecommunications carrier in the
Caribbean, as well as its successful track record at gaining
significant market share and producing solid operating results
relatively quickly after new markets are launched. The company's
growing penetration in markets outside of its long-standing
Jamaica base has resulted in quick deleveraging from roughly 10.0x
levels following the recapitalization of the company's balance
sheet in early 2007, to current leverage of below 5.0x on a
Moody's adjusted basis.

However, Digicel's history of debt funded acquisitions and the
likelihood that in the future DGL will acquire the portion of
DHCAL that it does not currently own weighs down the rating. While
the company continues to have strong diversification, this is
mitigated by its exposure to Jamaica and Haiti, which are both
struggling to revive their economies.

The company's very good liquidity supports the rating. Moody's
expects that the company will end FY 2012 (March 31, 2012) with
about $615 million in cash on the balance sheet. In March 2011,
Digicel announced that America Movil will acquire its El Salvador
and Honduras businesses, while in return Digicel will receive
America Movil's full Jamaica business along with $355 million in
cash. The companies closed the swap of Jamaica and Honduras in
November 2011, while continuing the final negotiations with El
Salvador regulators. Moody's also expects the company to collect
the balance of the $355 million payment in the first half of 2012.
Further, following negative cash flows in FY2012 mainly due to
high capital expenditures, Moody's expects DGL to generate strong
free cash flow of about $150 million (before special dividends)
for FY2013, as Papua New Guinea begins to contribute healthy cash
flows.

Rating Outlook

Given the additional debt taken on by the Company, the stable
outlook reflects Moody's opinion that continuing subscriber and
cash flow growth, DGL is unlikely to drive adjusted debt/EBITDA
leverage to below 4.0x over the rating horizon. The outlook also
reflects Moody's view that over the next two years, the company
will continue to use debt to fund the take out of standalone
financings at its subsidiaries or acquire more DHCAL equity from
its principal shareholder, Denis O'Brien.

What Could Change the Rating - Up

Moody's could upgrade Digicel's rating if the company's financial
policies target leverage lower than 4.0x and if the operations
continue to generate free cash flow in excess of 5% of its total
debt on a sustainable basis while maintaining very good liquidity.

What Could Change the Rating - Down

The ratings could be downgraded if operational shortfalls or
unexpected acquisitions/investments raised Digicel's leverage
above 6.0x within a 18-24 month horizon. The ratings will likely
come under strain if competition escalates in the company's core
markets or if deterioration in the political and economic
environment in the Caribbean, Central American or South Pacific
markets result in declining operating cash flows and weak
liquidity.

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

Incorporated in Hamilton, Bermuda, Digicel is the largest provider
of wireless telecommunication services in the Caribbean.


EASTER NEW YORK FEDERAL: Acquired by USAlliance Federal
-------------------------------------------------------
The National Credit Union Administration (NCUA) liquidated Eastern
New York Federal Credit Union of Napanoch, N.Y., on Jan. 27, 2012.
USAlliance Federal Credit Union of Rye, N.Y., immediately assumed
Eastern New York Federal Credit Union's members, assets, loans and
debts.

The accounts of the new USAlliance Federal Credit Union members
remain federally insured by the National Credit Union Share
Insurance Fund up to $250,000.  The new USAlliance Federal Credit
Union members will also experience no interruption in services.
USAlliance Federal Credit Union is a federally chartered and
insured credit with $748 million in assets and 46,515 members.

NCUA made the decision to liquidate Eastern New York Federal
Credit Union and discontinue its operations after determining the
credit union was insolvent and has no prospect for restoring
viable operations on its own.  At the time of liquidation and
subsequent purchase by USAlliance Federal Credit Union, the credit
union served approximately 6,800 members and had deposits of
approximately $49 million.

Chartered in 1961, Eastern New York Federal Credit Union served
state and government industry employees located in nine counties
of New York State.

Eastern New York Federal Credit Union is the first federally
insured credit union liquidated in 2012.


EASTERN/505 LP: Taps Spector & Johnson as Counsel
-------------------------------------------------
Eastern/505 LP is hiring Spector & Johnson, PLLC as its counsel
effective Dec. 5, 2011.  Spector & Johnson will:

   a) provide legal advice with respect to the Debtor's powers
      and duties as debtor-in-possession;

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

    c) perform all other legal services for the Debtor which
       may be necessary and proper.

Compensation will be payable to Spector & Johnson on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred.

Howard Marc Spector, Esq., a member-manager of Spector & Johnson,
PLLC, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

          Howard Marc Spector, Esq.
          Nathan M. Johnson, Esq.
          SPECTOR & JOHNSON, PLLC
          12770 Coit Road, Suite 1100
          Dallas, Texas
          Tel: (214) 365-5377
          Fax: (214) 237-3380
          E-mail: hspector@spectorjohnson.com

Arlington, Texas-based Eastern/505 L.P., dba 505 Cedar Creek Ranch
Club, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-46767) on Dec. 5, 2011.  Judge Russell F. Nelms oversees the
case.  Howard Marc Spector, Esq., at Spector & Johnson, PLLC,
serves as the Debtor's counsel.  The petition was signed by Thomas
Cooper, manager of general partner.  In its schedules, the Debtor
disclosed $150,189 in assets and $4,948,305 in liabilities.


EASTMAN KODAK: Wins Interim Approval to Pay Taxes and Fees
----------------------------------------------------------
Eastman Kodak Co. and its affiliates won interim approval from the
Bankruptcy Court to pay certain prepetition income, sales, use,
franchise and property taxes and other taxes, assessments, fees
and similar charges in the ordinary course of business.

The Debtors remit the Taxes and Fees to various federal, state,
local and foreign taxing, licensing and other governmental
authorities.  The Debtors disclose that these amounts of Taxes and
Fees are or will become due within the 21-Day Period after the
Petition Date:

  Sales and Use Taxes                   Not to Exceed $35,000

  Real & Personal Property Taxes                   $1,710,000

  Prepetition Income & Franchise Taxes                $25,000

  Fees for Licenses, Permits,                        $350,000
   Annual Reports, Business and
   Occupational and other
   Similar Charges

  Intellectual Property Fees                       $3,000,000

The Debtors use Thomson Reuters (Tax & Accounting) Services, Inc.,
to provide ministerial tax-outsourcing services for most of their
Sales and Use Tax filings, and estimate that as of the Petition
Date, they Thomson Reuters approximately $24,000 for its services.
They also use Ernst & Young LLP to provide ministerial tax
outsourcing services for their Property Taxes.

The Debtors estimate that interim payments to be made relating to
the Taxes and Fees will not exceed $6 million; however, if
payments exceed the amount, the Debtors will promptly notify the
U.S. Trustee for the Southern District of New York and counsel for
the agent for the DIP financing facility.

Payment of the Taxes and Fees may eliminate unnecessary
distractions from the Debtors' reorganization efforts and enable
the Debtors to continue operating without interruption, Andrew G.
Dietderich, Esq., at Sullivan & Cromwell LLP, in New York,
asserts.

Financial institutions are authorized, but not directed to
receive, process and honor checks presented for payment of the
Taxes and Fees to the extent sufficient funds are available.

A final hearing will be held on Feb. 15, 2012, at 11:00 a.m.
prevailing Eastern Time.  Any objections should be filed on or
before Feb. 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: Wins Interim Approval to Honor Customer Obligations
------------------------------------------------------------------
Eastman Kodak Co. and its affiliates sought and obtained interim
Court authority to continue, in their discretion, to honor,
maintain and administer customer programs, promotions and
practices in the ordinary course of business consistent with past
practice.

The Customer Programs were developed and designed to acquire and
retain customers, engender brand loyalty, develop and sustain a
positive reputation in the marketplace, grow market share and,
ultimately, generate sales and enhance long-term viability.

The Programs are organized into various categories:

* Warranties, which generally represent that good being sold
   comply with applicable product safety regulations, labeling
   regulations and other laws, rules and regulations.

   The Debtors rely on service vendors to make repairs and
   replace parts necessary to honor the warranties; and engage
   third-party call centers to answer questions and take repair
   service requests.  The Debtors estimate that as of the
   Petition Date, they owe the Repair Service Vendors $28,000
   and the Call Center Vendors $2,800,000.

* Refunds, Billing Adjustments and Other Credits

   The Debtors generally offer standard return policies to
   customers who are not satisfied with their purchase.  They
   address errors in invoices.  They also record a liability for
   billings done or cash received for which revenue has not been
   recorded because they have not performed contractual services
   or delivered product.

   The Debtors also issue various minor credits for which they
   do not accrue a reserve, which include prompt pay discounts,
   product shortage credits, tax deductions for incorrect
   calculations, unsalable goods, coupons, claims for non-
   compliance, and incomplete equipment installations.

* Purchasing Incentives and Marketing Allowance Funds

   Purchasing Incentives include rebates, price protection, or
   free gifts with the purchase of the Debtors' products.

   Marketing Allowance Funds, which accrue based on merchants'
   purchases to be available solely for reimbursement of pre-
   approved advertising and marketing activities.  Examples of
   marketing activities that may qualify for reimbursement are
   (a) print advertising; (b) signage and broadcasts; (c)
   training; (d) promotional merchandise; (e) direct mail and
   faxes; (f) sales force incentives; (g) on-location product
   demonstrations; and (h) web initiatives.

* Revenue Sharing Programs, where the Debtors provide certain
   customers with photography equipment and services in exchange
   for a percentage of the revenue generated from visitors
   purchasing pictures.

* Financing Programs, which allow customer to finance high-cost
   products.

* Trade Associations

   The Debtors participate in several trade shows sponsored by
   associations for which it is a member throughout the year to
   showcase their latest products.

* Indemnity and Limitations on Liability

   The Debtors generally indemnify customers from any claim that
   an electronic consumable infringes a U.S. patent or a
   copyright enforceable in the U.S; and indemnify purchases
   from any personal or bodily injury or property damage caused
   by a defect in the product.

Continuing to administer the Customer Programs without
interruption during the pendency of these chapter 11 cases and
honoring prepetition commitments to Customers will help preserve
the Debtors' valuable relationships with their Customers, says
Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, in New
York.

Financial institutions are authorized to receive, process, honor
and pay all related checks and payment requests relating to the
Customer Programs to the extent sufficient funds are available.

A final hearing will be convened on Feb. 15, 2012, at 11:00 a.m.
prevailing Eastern Time.  Any objections should be filed no later
than Feb. 8, at 4:00 p.m.

                        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: To Seek Approval of $950MM Loans on Feb. 15
----------------------------------------------------------
Eastman Kodak Company and its debtor affiliates submitted to Judge
Allan L. Gropper of the U.S. Bankruptcy Court for the Southern
District of New York a proposed Final DIP Order in light of the
final DIP hearing scheduled for Feb. 15, 2012, at 11:00 a.m.

The Debtors added certain languages in the Proposed Final DIP
Order.  Among others, the Debtors said they will promptly provide
copies of invoices received on account of fees and expenses of the
professionals retained as provided for in the DIP Documents to
counsel to the Official Committee of Unsecured Creditors and the
U.S. Trustee.  The Court will have exclusive jurisdiction over any
objections raised to the invoiced amount of the fees and expenses
proposed to be paid, which objections may only be raised within 10
days after receipt of the invoices.  Payment of invoices will not
be delayed based on any objection and the relevant professional
will only be required to disgorge amounts objected to upon being
"so ordered" pursuant to a final court order.

The Proposed Final DIP Order also provides that the Prepetition
Second Lien Noteholders and the Prepetition Second Lien Notes
Trustee are deemed to have consented to entry of the Final Order,
the DIP Facility, the sufficiency of the adequate protection, and
the use of Cash Collateral.

Unencumbered Property will exclude the Debtors' claims and causes
of action under Sections 502(d), 544, 545, 546, 548 and 550 of the
Bankruptcy Code, or any other avoidance actions under the
Bankruptcy Code, other than pursuant to Section 549 of the
Bankruptcy Code or any cash proceeds recovered pursuant to any
successful Avoidance Actions, whether by judgment, settlement or
otherwise; provided, however that notwithstanding anything to the
contrary, the Superpriority Claims in respect of the DIP
Obligations may be satisfied from any assets of any Debtor's
estate, including any Avoidance Proceeds, subject to the Carve
Out.

Any party may investigate the claims and issues with respect to
the DIP Documents and commence and prosecute any related
proceedings as representative of the Debtors' estates; provided
that in the case of the Creditors' Committee, an aggregate expense
for the investigation and prosecution will not exceed $150,000.

In determining to make any loan under the DIP Credit Agreement or
in exercising any rights or remedies as and when permitted
pursuant to the Interim Order and the Final Order or the DIP
Documents, the DIP Agent and the DIP Lenders will not be deemed to
be in control of the operations of or participating in the
management of the Debtors or to be acting as a "responsible
person" or "owner or operator" with respect to the operation or
management of the Debtors, so long as the DIP Lenders' actions do
not constitute, within the meaning of Sec. 9610(20(F) of Title 42
of the U.S. Code, actual participation in the management or
operational affairs of a vessel or facility owned or operated by a
Debtor, or otherwise cause liability to arise to the federal or
state government or the status of responsible person or managing
agent to exist under applicable law.

Nothing in the Final Order or the DIP Documents will permit the
Debtors to violate Sec. 959(b) of Title 28 of the U.S. Code.  As
to the U.S. Government, its agencies, departments or agents,
nothing in the Final Order or the DIP Documents will discharge,
release or otherwise preclude any valid right of setoff or
recoupment that any entity may have.

A full-text copy of the Proposed Final DIP Order is available for
free at http://bankrupt.com/misc/kodakdipproord.pdf

            Samsung Proposes Additional Provisions

Samsung Electronics Co. Ltd. is proposing an additional provision
for inclusion in the final order approving Eastman Kodak Company's
$950 million bankruptcy loan.

In court papers, Samsung Electronics said the additional provision
in the proposed final order would protect its defenses to claims
by Eastman Kodak as well as its rights as a licensee of
intellectual property.

The provision states that no provision in the final order will be
deemed to cut off, subordinate or impair any defenses that may be
asserted by Samsung or its affiliates to claims by Eastman Kodak
and its assignees as well as the rights of Samsung as a licensee
of intellectual property of the company.

Eastman Kodak earlier sought approval from the U.S. Bankruptcy
Court for the Southern District of New York to get a $950 million
loan from Citigroup Inc.

Samsung is represented by:

       Gary Svirsky
       O'Melveny & Myers LLP
       Times Square Tower
       7 Times Square
       New York, NY 10036
       Tel: (212) 326-2000
       Fax: (212) 326-2061
       E-mail: gsvirsky@omm.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Proposes Sullivan & Cromwell as Lead Counsel
-----------------------------------------------------------
Eastman Kodak Company and its debtor affiliates seek authority
from Judge Gropper to employ Sullivan & Cromwell LLP as their lead
attorneys in connection with their Chapter 11 cases, nunc pro tunc
to the Petition Date.

As lead counsel, S&C will:

  (a) advise the Debtors with respect to their powers and duties
      and debtors-in-possession in the continued management and
      operation of the Debtors' business and properties;

  (b) advise the Debtors on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (c) attend meetings and negotiate with the representatives of
      creditors, equity security holders and other parties-in
      interest, including governmental agencies and authorities;

  (d) prosecute actions on the Debtors' behalf, defend actions
      commenced against the Debtors and represent the Debtors'
      interests in negotiations concerning litigation in which
      the Debtors are involved, including objections to claims
      filed against the Debtors' estates and coordinate and
      effectively divide responsibility with Young Conaway
      Stargatt & Taylor LLP;

  (e) prepare pleadings in connection with the Chapter 11 cases,
      including motions, applications, answers, orders, reports
      and papers necessary or otherwise beneficial to the
      administration of the Debtors' estates and coordinate and
      effectively divide responsibility for the foregoing with
      Young Conaway;

  (f) represent the Debtors in connection with obtaining
      postpetition financing;

  (g) advise the Debtors in connection with any potential sale
      of assets;

  (h) appear before the Court and any appellate courts to
      represent the interests of the Debtors' estates before
      those courts;

  (i) advise the Debtors regarding tax matters;

  (j) advise the Debtors regarding environmental matters;

  (k) advise the Debtors regarding intellectual property
      matters;

  (l) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      related documents; and

  (m) perform all other necessary legal services for the Debtors
      in connection with the prosecution of the Chapter 11
      cases, including (i) analyzing the Debtors' leases and
      contracts and the assumptions, rejections, or their
      assignments, (ii) analyzing the validity of liens against
      the Debtors, and (iii) advising the Debtors on corporate
      and litigation matters.

The Debtors will pay for S&C' services according to the firm's
hourly rates.  For matters that involve work in the areas of tax,
mergers and acquisitions, finance, intellectual property and
securities, the Debtors agreed to pay these hourly rates:

     Partners                           $990 to $1,150
     Of Counsel and Special Counsel     $990 to $1,050
     Associates                         $395 to $875
     Legal Assistants                   $210 to $290
     Other Timekeepers                  $110 to $290

For all other work related to the Chapter 11 cases, S&C has agreed
to reduce the hourly rates to be charged by its professionals to a
flat rate of $990 regardless of seniority.

The Debtors will also reimburse S&C for all of its necessary
out-of-pocket expenses.

Andrew G. Dietderich, Esq., a partner at Sullivan & Cromwell LLP,
in New York, assures the Court that S&C is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors' estates.

Mr. Dietderich discloses that on Nov. 29, 2011, the Debtors paid
$500,000 to S&C as a classic "evergreen" retainer.  On Dec. 19,
the Debtors paid S&C an additional $500,000 retainer.  As of the
Petition Date, as agreed with the Debtors, the retainer has been
reduced to zero as payment in full of all of S&C's prepetition
fees.

Mr. Dietderich also discloses that as of the Petition Date, the
Debtors owed S&C fees and expenses totaling $221,076 for legal
services related to intellectual property licensing rendered prior
to the Petition Date.  At the request of the Debtors, S&C has
agreed to waive its outstanding Non-Restructuring Legal Fees.

                        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 Young Conaway as Counsel
------------------------------------------------
Eastman Kodak Company and its debtor affiliates seek the Court's
authority to employ Young Conaway Stargatt & Taylor, LLP, as their
counsel, nunc pro tunc to the Petition Date.

Young Conaway will be responsible for rendering to the Debtors
professional services delegated to the firm by the Debtors and
Sullivan & Cromwell LLP with respect to:

  (a) support in case management duties, like monitoring the
      docket, maintaining appropriate service lists, maintaining
      critical date calendars, and preparing agendas for court
      hearings;

  (b) utility issues, including negotiating with utility
      providers in connection with requests for adequate
      assurance pursuant to Section 366 of the Bankruptcy Code;

  (c) claims reconciliation for reclamation claims and claims
      entitled to priority pursuant to Section 503(b)(9) of the
      Bankruptcy Code, as well as other claims designated by the
      Debtors and S&C to be handled by Young Conaway, including
      negotiating resolutions of, or conducting litigation with
      respect to, those claims;

  (d) vendor issues, including assisting the debtors and
      managing and responding to vendor inquiries and
      negotiating critical vendor trade agreements;

  (e) assistance to the Debtors in connection with the
      preparation of schedules and statements of financial
      affairs and any amendments;

  (f) preparation and prosecution of retention applications for
      various professionals;

  (g) analysis and evaluation of certain executor contracts,
      including prosecuting motions to assume, assume and
      assign, or reject those contracts and responding to
      motions to compel assumption or rejection filed by
      contract counterparties;

  (h) other services as may be specifically designated; and

  (i) performance of all necessary legal services relating to
      the responsibilities listed, including (i) preparing
      motions, applications, answers, orders, appeals, reports
      and paper; (ii) attending meetings and negotiating with
      representatives of creditors and other
      parties-in-interest; (iii) advising the Debtors; and (iv)
      appearing before the Court, any appellate courts and the
      U.S. Trustee, and protecting the interests of the Debtors'
      estates before those courts and the U.S. Trustee.

Young Conaway will also represent the Debtors in cases involving
clients of S&C.

The principal attorneys and paralegals designated to represent the
Debtors will be paid according to their hourly rates:

  Professional                  Position     Hourly Rate
  ------------                  --------     -----------
  Pauline K. Morgan, Esq.       Partner          $700
  Joseph M. Barry, Esq.         Partner          $535
  Sean T. Greecher, Esq.        Associate        $410
  Kenneth J. Enos, Esq.         Associate        $390
  Robert F. Poppiti, Esq.       Associate        $330
  Morgan L. Seward, Esq.        Associate        $295
  Ashley Markow, Esq.           Associate        $270
  Debbie Laskin                 Paralegal        $230

The Debtors will also pay Young Conaway's necessary out-of-pocket
expenses.

Pauline K. Morgan, Esq., assures the Court that her firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Ms. Morgan disclosed that Young Conaway received a $150,000
retainer on December 16, 2011, in connection with the planning and
preparation of initial document and its proposed representation of
the Debtors.

                        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).


EMC PACKAGING: Dist. Court Says McCoy Lawsuit Should Be Stayed
--------------------------------------------------------------
Magistrate Judge E. Clifton Knowles recommended that the case,
SONJIA McCOY, Plaintiff, v. PRECISION THERMOPLASTIC COMPONENTS,
INC., TECHNICRAFT PRODUCTS, INC., CC PACKAGING, LLC, DS
CONTAINERS, INC., JOHN DOES I-IV, and XYZ CORPORATIONS,
Defendants, Case 2:11-cv-00026 (M.D. Tenn.), be stayed.  Pursuant
to a Feb. 3, 2012 Report and Recommendation available at
http://is.gd/WEKGlbfrom Leagle.com, Judge Knowles said it has
come to the attention of the Court that defendant EMC Packaging,
Inc. has filed a Petition for Relief under Chapter 11 of the
United States Code in the United States Bankruptcy Court for the
District of Delaware. The bankruptcy number appears to be Case No.
09-11475-BLS, or possibly 09-11524.  It further appears that EMC
Packaging, Inc., could be the primary Defendant in this action
because of its apparent involvement with the alleged unsafe
condition of the can at issue.  It appears that the automatic stay
provisions of 11 U.S.C. Sec. 362 are applicable, and the Court
recommends that the action be stayed.

EMC Packaging, Inc., based in Lakewood, New Jersey, filed for
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 09-11524) on May 3,
2009.  Pace Reich, Esq. -- pacereichpc@msn.com -- serve as the
Debtor's counsel.  In its petition, EMC estimated $1 million to
$10 million in assets and under $500,000 in debts. A full-text
copy of the Debtor's petition, including its list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/deb09-11524.pdf The petition was signed
by Michael F. Dignazio, corporate secretary of the Company.


ENERGY FUTURE: Issues $800 Million of Sr. Secured Notes Due 2022
----------------------------------------------------------------
Energy Future Intermediate Holding Company LLC, a wholly-owned
subsidiary of Energy Future Holdings Corp., and EFIH Finance Inc.,
a direct, wholly-owned subsidiary of EFIH, issued $800 million in
aggregate principal amount of its 11.750% Senior Secured Second
Lien Notes due 2022.  The New Notes were issued pursuant to an
Indenture, dated as of April 25, 2011, between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee, as
supplemented by the First Supplemental Indenture, dated as of
Feb. 6, 2012, between the Issuer and the Trustee.  The New Notes
will mature on March 1, 2022.  Interest on the New Notes is
payable in cash semiannually in arrears on March 1 and September 1
of each year at a fixed rate of 11.750% per annum, and the first
interest payment is due on Sept. 1, 2012.

The New Notes are secured, equally and ratably with the Issuer's
$406 million outstanding 11% Senior Secured Second Lien Notes due
2021, on a second-priority basis, by the pledge of all membership
interests and other investments EFIH owns or holds in Oncor
Electric Delivery Holdings Company LLC or any of Oncor Holdings'
subsidiaries.

The New Notes are senior obligations of the Issuer and rank
equally in right of payment with all senior indebtedness of the
Issuer.  The New Notes will be effectively senior to all unsecured
indebtedness of the Issuer, to the extent of the value of the
Collateral, and will be effectively subordinated to indebtedness
of the Issuer that is either (1) secured by a first-priority lien
on the Collateral or (2) secured by assets of EFIH other than the
Collateral, to the extent of the value of the assets securing such
indebtedness.

The New Notes and the Indenture also contain customary events of
default, including, among others, failure to pay principal or
interest on the New Notes when due.

The Issuer may redeem the New Notes, in whole or in part, at any
time on or after March 1, 2017, at specified redemption prices,
plus accrued and unpaid interest, if any.  In addition, before
March 1, 2015, the Issuer may redeem up to 35% of the aggregate
principal amount of the New Notes from time to time at a
redemption price of 111.750% of the aggregate principal amount of
the New Notes, plus accrued and unpaid interest, if any, with the
net cash proceeds of certain equity offerings.  The Issuer may
also redeem the New Notes at any time prior to March 1, 2017, at a
price equal to 100% of their principal amount, plus accrued and
unpaid interest and a "make-whole" premium.  Upon the occurrence
of a change in control, the Issuer must offer to repurchase the
New Notes at 101% of their principal amount, plus accrued and
unpaid interest, if any.

A full-text copy of the First Supplemental Indenture is available
for free at http://is.gd/euGxMQ

                   Registration Rights Agreement

On Feb. 6, 2012, the Issuer also entered into a registration
rights agreement among the Issuer and the initial purchasers named
therein.  Pursuant to the Registration Rights Agreement, the
Issuer has agreed to register with the United States Securities
and Exchange Commission notes having substantially identical terms
as the New Notes as part of an offer to exchange those registered
notes for the New Notes and to complete that exchange offer no
later than 365 days after the original issue date of the New
Notes.  The Issuer has also agreed to file a "shelf" registration
statement under certain circumstances to cover resales of the New
Notes.

A full-text copy of the Registration Rights Agreement is available
for free at http://is.gd/olanUI

                       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.

                           *     *     *

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.


ENIVA USA: Can Access Home Federal's Cash Until Feb. 28
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota HAS
authorized Eniva USA, LLC, to use cash collateral in accordance
with a budget through Feb. 28, 2012.  The Debtor is also
authorized to enter into the amended stipulation for use of cash
collateral with Home Federal Savings & Loan dated Jan. 11, 2012,
and the terms and conditions of the stipulation for use of cash
collateral are approved.

As of Jan. 3, 2012, a total of $161,467 was owed to the Bank under
the loan documents.  The forgoing sum is exclusive of attorney's
fees, costs of collection, recording fees and other charges
payable under the Loan Documents.

For purposes of adequate protection and to the extent of use of
prepetition cash collateral in which Home Federal has a security
interest, the Debtor is authorized to grant to Home Federal
replacement liens pursuant to 11 U.S.C. Section 552 in the
Debtor's postpetition assets of the same type and nature as are
subject to the prepetition liens of the creditor.  Each lien
granted under the order will have the same priority, dignity and
effect as the prepetition liens of Home Federal on the pre
petition property of the Debtor.  The replacement liens will not
extend to any avoidance rights under Chapter 5 of the Bankruptcy
Code.

A copy of the amended stipulation for use of cash collateral filed
Jan. 6, 2012, is available for free:

http://bankrupt.com/misc/enivausa.doc135.pdf

                          About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman Mcgrath
Nauman and Tansey, in Minneapolis, serve as the bankruptcy
counsel.  Leslie A. Anderson, Ltd., is special counsel in
connection with the appeal or amendment of prior year sales tax
returns.  GuideSource serves as financial consultant.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.

Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in
Minneapolis, Minn., represents Home Federal Savings and Loan as
counsel.


ENIVA USA: Will Seek Approval of Plan at Feb. 22 Hearing
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the First Amended Disclosure Statement regarding the
First Amended Plan of Reorganization of Eniva USA, Inc., dated
Jan. 12, 2012.

A hearing to consider confirmation of the Plan will be held on
Feb. 22, 2012, at 2:00 p.m.

After confirmation of the Plan, the Debtor will continue to
operate its business in the ordinary course.  Payments required by
the Plan will be made from the cash flow generated by the
operation of the business and from a $350,000 post-confirmation
credit facility.

The $350,000 post-confirmation credit facility will be secured by
a lien in all assets of the Debtor subordinate to the lien of Home
Federal.  The Debtor will seek approval of the credit facility
contemporaneous with Plan confirmation.

On the Effective Date the Reorganized Debtor will issue 1,000 new
shares to Andrew Baechler and 1,000 new shares shares to Benjamin
Baechler.  Together Andrew and Benjamin Baechler will hold 100% of
the equity in the Reorganized Debtor.  New shares will be pledged
to the Post-Confirmation Lender to secure the personal guarantees
of the Post-Confirmation Credit Facility.

The Plan segregates the various claims against and interests in
the Debtor into nine classes: Class 1 (Priority Non-Tax Claims),
Class 2 (Home Federal Claim), Class 3 (Cisco Systems Claim), Class
4 (GreatAmerica Leasing Claim), Class 5 (Northland Claim), Class 6
(Chase Auto Finance Claim), Class 7 (Piney Bowes Claim), Class 8
(General Unsecured Claims, and Class 9 (Equity Interests).

The Home Federal Claim is estimated as of the Effective Date to
total $178,000 representing the balance set forth in Home
Federal's proof of claim as of the Petition Date ($371,868) plus
the agreed balance of Home Federal's postpetition costs of
collection (including attorney's fees and expenses) through
Dec. 1, 2011, plus post-petition accrued interest on the principal
amount of Home Federal's claim through the Effective Date (but
only to the extent not previously paid by the Debtor).

Home Federal's only Allowed Claim will be the secured claim.

Home Federal will continue to receive monthly payments of
principal and interest in accordance with the terms of the cash
collateral stipulations.  Notwithstanding anything to the contrary
contained in the Plan, the Home Federal Claim, if not earlier
paid, will be due and payable in full on June 30, 2013.

Filed Class 8 general unsecured claims total approximately
$7,000,000.  The Debtor estimates Allowed Class 8 claims will
total approximately $6,500,000 assuming the claims of Austin
Mutual are allowed as filed.  The Debtor will make distributions
totaling $486,471 between the Effective Date and Dec. 31, 2014.
In full satisfaction of each Class claim, the holder will receive
7.5% of the allowed amount of the claim, without interest, payable
in six installments on the Distribution Date.

All Class 9 equity interests in Debtor will be canceled, and the
holders of equity interests will receive nothing under the Plan.

A copy of the Disclosure Statement dated Jan. 12, 2012, is
available for free at:

           http://bankrupt.com/misc/enivausa.doc140.pdf

                          About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman Mcgrath
Nauman and Tansey, in Minneapolis, serve as the bankruptcy
counsel.  Leslie A. Anderson, Ltd., is special counsel in
connection with the appeal or amendment of prior year sales tax
returns.  GuideSource serves as financial consultant.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.  The Committee has not retained counsel.

Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in
Minneapolis, Minn., represents Home Federal Savings and Loan as
counsel.


ENIVA USA: U.S. Trustee Asks Court to Dismiss or Convert Case
-------------------------------------------------------------
The Office of the United States Trustee for Region 12, in a motion
filed on Jan. 12, 2012, asks the U.S. Bankruptcy Court for the
District of Minnesota to dismiss or preferably convert Eniva USA,
Inc.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy
Code.

The U.S. Trustee says that that the Debtor has incurred but failed
to pay substantial chapter 11 administrative expenses.  According
to the U.S. Trustee, the Debtor's Nov. 11 plan indicates that it
needs $350,000 to emerge from Chapter 11, but its most recent
sworn Monthly Operating Report (MOR) indicates that at the end of
October 2011, that figure was in excess of $500,000.

The UST notes that as can be seen on that MOR, the cash flow from
Debtor's operations are simply inadequate to both repay that loan
and make any meaningful repayment to pre-petition creditors.


The Debtor, the UST also points out, has failed to comply with the
Court's Aug. 25, 2011 order which required it to make $20,000 per
month payments on the administrative expense claim of Austin
Mutual.

According to the UST, The Debtor has also failed to comply with
the Court's June 8, 2011 order requiring that the Debtor obtain
confirmation of its plan no later than Dec. 7, 2011.

                          About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman Mcgrath
Nauman and Tansey, in Minneapolis, serve as the bankruptcy
counsel.  Leslie A. Anderson, Ltd., is special counsel in
connection with the appeal or amendment of prior year sales tax
returns.  GuideSource serves as financial consultant.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.  The Committee has not retained counsel.

Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in
Minneapolis, Minn., represents Home Federal Savings and Loan as
counsel.


ENTEPRISE PRODUCTS: Fitch Assigns 'BB' Jr. Subordinated Rating
--------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Enterprise Products
Operating LLC's (EPO) proposed $750 million senior note offerings
due 2042.  The notes will rank pari passu with all of EPO's
existing and future unsecured senior indebtedness.  Proceeds will
be used to refinance $500 million of notes due February 2012.  The
Ratings Outlook is Positive. EPO is the operating partnership for
Enterprise Partners L.P. (NYSE:EPD), the largest publicly traded
master limited partnership.

EPO's ratings and Positive Outlook are supported by the quality
and diversity of the company's sizable portfolio of midstream
assets, their resulting cash flow and earnings performance, and
the company's conservative management approach toward
distributions and financings.  The company's midstream asset base
permeates most major domestic gas producing basins and consists of
onshore and offshore oil and gas pipelines and services,
significant gathering and processing operations and large-scale
natural gas liquids (NGL) service and transportation assets.  To
support credit quality, Fitch expects the company to continue to
focus growth investments on primarily fee-based assets while
moderating commodity exposure through its hedging program.

Liquidity remains strong with cash and availability under its
revolver of $3.4 billion at 2011 year end, excluding roughly $825
million in proceeds from the sale of Energy Transfer Equity, L.P.
common units in January 2012.  Upcoming maturities are manageable
with EPO having $1.0 billion, $1.2 billion, and $1.15 billion in
2012, 2013 and 2014 maturities, respectively.

Fitch recognizes that EPO is in the middle of a significant
capital spending program which will see the company spend
approximately $5 billion in growth cap-ex through 2013 and weigh
slightly on leverage metrics.  However, Fitch expects EPO's
leverage metrics will improve as EPO benefits from the earnings
and cash flow associated with project completion and operation.
EPO's year-end 2011 financial metrics were strong with EBITDA
interest coverage of 5.3 times (x) and debt/ EBITDA of roughly
3.5x with a 50% equity treatment for EPO's junior subordinated
notes.  Fitch expects 2012 metrics to be slightly weaker as the
company works through its large capital expenditure program with
debt/EBITDA of over 4.0x, but then improving in 2013 to below
4.0x.  This metric improvement, in addition to the business risk
improvements EPO's growth projects provide, are the major drivers
of Fitch's Positive Outlook recommendation and would be majors
factors in any positive ratings changes.

Additional favorable characteristics for EPO include: conservative
distribution practices at EPD; a continuation of supportive
ownership; beneficial industry trends in the pricing relationship
of natural gas to crude oil; the growing utilization of NGLs by
the petrochemical industry as feedstock for ethylene production;
and the movement of natural gas production activity to liquids
rich producing basins such as the Eagle Ford Shale play where EPO
is well positioned.

Credit concerns for EPO include: an aggressive growth strategy
with targeted capital expenditures of approximately $5 billion
through 2013; and exposure to commodity price volatility
particularly NGL margins.

Catalysts for positive rating action include sustained improvement
in leverage metrics, shift in revenue towards more fee-based
sources; catalysts for a negative rating action include continued
large scale capital expenditure program funded by higher than
expected debt borrowings, increase in gross margin sensitivity to
changes in commodity prices.

Fitch rates EPO as follows:

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Senior unsecured rating 'BBB-';
  -- Junior subordinated rating 'BB'.


EXCO RESOURCES: S&P Lowers Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Exco Resources Inc. (Exco) to 'B+' from
'BB-'. The outlook is stable.

"At the same time, we lowered our issue rating on Exco's senior
unsecured debt to 'B-' from 'B'. The recovery rating remains '6',
indicating our expectation of negligible recovery (0% to 10%) in
the event of a payment default," S&P said.

"The downgrade reflects our expectation that natural gas prices
will remain weak over the next few years, pressuring
profitability," said Standard & Poor's credit analyst Marc
Bromberg.

"Natural gas represents nearly all of Exco's production and
reserves, and the company does not have any meaningful crude oil
or natural gas liquid (NGL) prospects to help shift its production
mix. Additional factors we considered include Exco's very weak
hedge book in 2013 and thereafter, the potential that its
borrowing base credit facility could be reduced due to weak gas
prices, and its geographically concentrated reserve base," S&P
said.


FAXTOR HG: S&P Cuts Ratings on 2 Deferrable Note Classes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' from 'CC
(sf)' its credit ratings on the class C and D notes in FAXTOR HG
2007-1, and affirmed its 'D (sf)'

ratings on the class A-1M, A-2, B-1, and B-2 notes. "We
subsequently withdrew the ratings, the withdrawals to become
effective after 30 days," S&P said.

"The rating actions follow continuing par value losses in the
portfolio resulting from defaults in the transaction's underlying
U.S. structured finance assets," S&P said.

"Our analysis of FAXTOR HG 2007-1's December 2011 transaction
report shows that the issuer has assets with an aggregate par
value of $657.56 million, versus outstanding liabilities of
$1,149.73 million. The liabilities include $943.58 million class
A-1M notes, which in accordance with the transaction documents
must be fully repaid before any other class of notes can be
repaid," S&P said.

"In our opinion, it is clear from the transaction's monthly
reports that the issuer has insufficient assets to fully repay any
class of notes in the transaction. As a result, we consider that
'D' is the appropriate level for all ratings in the transaction.
We have therefore lowered to 'D (sf)' our ratings on the class C
and D notes, and affirmed at 'D (sf)' our ratings on the class A-
1M, A-2, B-1, and B-2 notes. In 30 days' time, we will withdraw
the ratings," S&P said.

FAXTOR HG 2007-1 is a collateralized debt obligation (CDO) with a
portfolio of primarily U.S. structured finance securities. The
transaction closed in May 2007.

               Standard & Poor's 17g-7 Disclosure Report

Sec Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at;

        http://standardandpoorsdisclosure-17g7.com

Ratings List

                        Rating
Class           To                   From

FAXTOR HG 2007-1
$1.25 Billion Senior and Subordinated Deferrable Floating-Rate
Notes

Ratings Lowered And Withdrawn

C               D (sf)               CC (sf)
                NR                   D (sf)

D               D (sf)               CC (sf)
                NR                   D (sf)

Ratings Affirmed And Withdrawn

A-1M            D (sf)
                NR                   D (sf)

A-2             D (sf)
                NR                   D (sf)

B-1             D (sf)
                NR                   D (sf)

B-2             D (sf)
                NR                   D (sf)

NR--Not rated.


FERRELLGAS PARTNERS: Moody's Lowers CFR to B1; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Ferrellgas Partners, LP's
(Ferrellgas) Corporate Family Rating (CFR) to B1 from Ba3, and
lowered its senior unsecured notes to B3 from B2. At the same
time, Moody's downgraded Ferrellgas LP's (OLP) senior unsecured
notes to B2 from Ba3. Additionally, Moody's assigned an SGL-4
Speculative Grade Liquidity rating reflecting weak liquidity. The
outlook was changed to negative.

RATINGS RATIONALE

"The downgrade reflects Ferrellgas' weakened leverage and
distribution coverage in a challenging industry environment,"
noted Sajjad Alam, Moody's Analyst. "A combination of abnormally
mild winter weather across much of the US and elevated propane
commodity prices will adversely impact Ferrellgas' volumes and
margins during the key winter months in 2012."

The negative outlook captures the prospects that leverage and
liquidity may remain weak over the near term as large
distributions relative to cash flows continue.

Ferrellgas has historically tolerated a higher level of financial
leverage compared to other large propane distributors. As a
result, declining volumes and earnings have had a more pronounced
impact on the partnership's credit metrics. A growing distribution
burden resulting from periodic equity issuances under its MLP
model and a fixed distribution policy has also pushed leverage
higher. At October 31, 2011, Ferrellgas' debt to EBITDA leverage
on a Moody's adjusted basis was roughly 6.5x, while EBITDA to
interest was 2.1x -- very weak levels relative to other B1 rated
MLPs. These indicators will worsen in the near term because of
unusually warm December and January temperatures. Moody's expects
leverage to peak in early 2012 but then improve over the spring
and summer months as working capital debt is reduced.

Propane markets are highly competitive and the price of propane
has shown an upward bias over the past five years driven by
elevated crude oil prices, squeezing Ferrellgas' margins in the
process. The partnership's gross margin peaked around 36% at the
end of fiscal 2009 (July 31 fiscal year end) before falling to
about 28% in the LTM period ending October 31, 2011. Over that
time, Mont Belvieu propane prices rose from an average of $0.95
per gallon to an average of about $1.52 per gallon. Despite
ongoing cost cutting efforts, Moody's expects gross margins to
decline further, towards 23%-24% in the fiscal quarter ending
January 31, 2012.

Ferrellgas' cash flows are ultimately underpinned by a large
customer base, its widely diversified geographic presence, and a
utility-like product offering. However, increasing customer
conservation trends and warmer than average winters will continue
to challenge volume growth. Moody's believes the partnership's
current high distribution policy will limit its ability to delever
over the near term, and an earning driven turnaround in leverage
may not materialize until 2013.

The assigned SGL-4 rating reflects Ferrellgas' weak anticipated
liquidity through the end of calendar 2012, a consequence of this
year's disappointing propane sales and the partnership's large
distribution burden. To sustain the current level of $150 million
in annual distributions, the partnership will need external
financing in the second half of calendar 2012. As of October 31,
2011, the company had $13 million in cash and $140 million
available on its $400 million revolving credit facility, which
expires in September 2016. Although the partnership recently
expanded its accounts receivable securitization facility to $225
million to bolster liquidity, Moody's believes a substantial
portion of the facility will be used up to fund working capital
through the winter heating months. Among the three financial
covenants governing the revolver agreement, the debt/EBITDA
measure has the least amount of compliance headroom and could
approach the 5.5x maximum threshold if weak sales volume
continues.

A clear improving trend in leverage, liquidity and margins would
be keys to changing the rating outlook to stable.

An upgrade is unlikely absent a significant improvement in
leverage, which may not materialize in the near term without
equity issuance or a change in distribution policy. Moody's would
look for debt to EBITDA consistently below 5.0x to consider an
upgrade.

A downgrade could result if liquidity becomes more restrictive or
if Ferrellgas is unable to lower debt to EBITDA below 6.5x over
the next 12 to 15 months.

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

Ferrellgas Partners, LP is a publicly traded master limited
partnership based in Overland Park, KS. The partnership is the
second largest retail marketer of propane in the United States and
services approximately one million propane customers from
locations in all 50 states and Puerto Rico.

Mooy's current ratings on Ferrellgas Partners L.P. and affiliate:

Ferrellgas Partners L.P.

LT Corporate Family Ratings (domestic currency) Rating of B1

Senior Secured Shelf (domestic currency) Rating of (P)B3

Senior Unsec. Shelf (domestic currency) Rating of (P)B3

Subordinate Shelf (domestic currency) Rating of (P)B3

Probability of Default Rating of B1

BACKED Senior Unsecured (domestic currency) Rating of B3

LGD BACKED Senior Unsecured (domestic currency) Assessment of 94 -
LGD6

Ferrellgas, L.P.

Senior Unsecured (domestic currency) Rating of B2

Senior Unsec. Shelf (domestic currency) Rating of (P)B2

Subordinate Shelf (domestic currency) Rating of (P)B3

LGD Senior Unsecured (domestic currency) Assessment of 59 - LGD4


FKF MADISON: One Madison Condo Has New Plan for Lender Ownership
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that One Madison Park filed a modified reorganization plan
on Feb. 7 along with an explanatory disclosure statement scheduled
for approval in bankruptcy court in Delaware on Feb. 24.   The
plan in part is based on a settlement where unsecured creditors
will share $6.75 million for a recovery of 1.9% to 4.27% on claims
aggregating as much as $180 million.

According to the report, the unsecured creditors' committee
supports the plan.  Secured lenders, owed $234.2 million, are
co-proponents of the plan.

The secured lenders will receive the new stock while retaining the
full amount of the secured debt, for a recovery estimated at 84%.
Mechanics lienholders, with claims of as much as $12.5 million,
are to be paid in full.

The disclosure statement shows the Debtor's property is worth less
than the secured debt and mechanics' liens.

                         About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  The One Madison Park project came to halt in February
2010 when iStar Financial Inc., the chief financier for the
project, moved to foreclose on it.  The high-profile condominium
project, a 50-story tower was developed by Ira Shapiro and Marc
Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.

Before bankruptcy, the $235 million first lien was held by IStar
Financial Inc.  The debt was sold to the trustee for the junior
lender, Longview Ultra Construction Loan Fund.


FOCUS BRANDS: Moody's Assigns 'B1' Rating to Credit Facilities
--------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Focus Brands
Inc.'s proposed $305 million first lien credit facilities,
consisting of a $290 million term loan and $15 million revolver,
and assigned a Caa1 rating on the company's proposed $130 million
second lien term loan. The company's B2 Corporate Family and
Probability of Default Ratings were affirmed. The outlook was
changed to negative from stable.

Focus Brands intends on using proceeds from the proposed term
loans along with excess cash to refinance existing debt, fund a
$190 million dividend to shareholders and pay related fees and
expenses. The ratings are subject to closure of the transaction as
proposed, and Moody's review of final documentation.

New ratings assigned:

-- $15 million first lien revolver due 2017 at B1 (LGD 3, 33%)

-- $290 million first lien term loan due 2018 at B1 (LGD 3, 33%)

-- $130 million second lien term loan due 2018 at Caa1 (LGD 5,
   87%)

These ratings are affirmed:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

These ratings are affirmed and will be withdrawn upon completion
of the transaction and repayment:

-- First lien revolver due 2015 at B2 (LGD 3, 49%)

-- First lien term loan due 2016 at B2 (LGD 3, 49%)

RATINGS RATIONALE

"The affirmation considers that despite the increase in leverage,
Moody's expects the company to significantly reduce debt over the
next 12-18 months through continued earnings growth and strong
free cash flow generation" said Moody's Analyst, Mike Zuccaro. The
outlook change to negative reflects the sizeable increase in debt
and leverage stemming from the transaction; particularly in light
of continued weak economic conditions. Cushion to withstand short
term fluctuations in operating performance will be limited over
the very near term.

Factors that could lead to a downgrade include a deterioration in
operating performance, particularly through declining system-wide
same store sales or sustained weak customer traffic, and an
inability to strengthen debt protection metrics. An erosion in
liquidity or any additional shareholder-friendly activities could
also lead to a ratings downgrade. Specific metrics include a
failure to reduce lease-adjusted Debt to EBITDA to below 6.0 times
within the next twelve months.

A ratings upgrade is unlikely in the near term given the high debt
and leverage stemming from Focus Brands' aggressive shareholder-
friendly activities. The ratings outlook could return to stable
through continued profitable growth and if the company reduces,
and sustains, lease-adjusted Debt to EBITDA below 6.0 times while
maintaining good liquidity.

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

Focus Brands Inc. owns, operates, and franchises, approximately
3,500 restaurants under the brand names Auntie Anne's, Carvel Ice
Cream, Cinnabon, Moe's Southwest Grill, Schlotzsky's and Seattle's
Best Coffee. Revenues approached $170 million for the latest
twelve month period ended September 2011, with sales of the system
(including franchisees) of approximately $1.4 billion. Focus
Brands has been owned by an affiliate of Roark Capital Group
(Roark) since 2001.


GARY BUSEY: Actor Files for Chapter 7 With $50,000 Assets
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that actor Gary Busey filed a Chapter 7 bankruptcy
petition (Bankr. C.D. Calif. Case No. 12-11182) on Feb. 7 in
California, saying his assets are less than $50,000 while debt
exceeds $500,000.  Malibu, California, is listed as his home
address.  Mr. Busey appeared in films such as Lethal Weapon and
Predator 2.


GENCORP INC: Reports $2.9 Million Net Income in Fiscal 2011
-----------------------------------------------------------
GenCorp Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting net income of
$2.90 million on $918.10 million of net sales for the year ended
Nov. 30, 2011, compared with net income of $6.80 million on
$857.90 million of net sales during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed
$939.50 million in total assets, $1.14 billion in total
liabilities, $4.4 million in redeemable common stock, and a
$211.60 million total shareholders' deficit.

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

                       http://is.gd/MUU5cb

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

                          *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GENCORP INC: Board Approves $1.5 Million Incentive to Executives
----------------------------------------------------------------
The Organization & Compensation Committee of the Board of
Directors of GenCorp Inc. approved:

   (i) cash incentive awards to its named executive officers and
       other key employees for fiscal 2011;

  (ii) the fiscal 2012 base salary for the President and Chief
       Executive Officer of GenCorp to be effective April 1, 2012;

(iii) achievement of the performance objectives of the Company's
       2009 Long-Term Incentive Program for eligible employees of
       the Company including certain of the named executive
       officers; and

  (iv) fiscal 2012 annual cash incentive plan metrics.

On Feb. 3, 2012, the President and Chief Executive Officer
determined the fiscal 2012 base salaries for the other named
executive officers to be effective April 1, 2012.

This summarizes the fiscal 2011 incentive awards and fiscal 2012
base salaries, effective April 1, 2012, for the Company's named
executive officers.

                                       Fiscal 2011  Fiscal 2012
                                        Incentive   Annual Base
Named Executive Officer                  Award       Salary
-----------------------                ----------  -----------
Scott J. Seymour                        $935,000    $600,000
President and CEO, and
President of Aerojet-General
Corporation

Kathleen E. Redd                         $241,000   $370,432
Vice President, CFO and
Secretary

Richard W. Bregard                       $209,000   $265,364
Vice President and Deputy
to the President of Aerojet

Chris W. Conley                          $143,000   $241,498
Vice President, Environmental,
Health and Safety

Christopher C. Cambria                    $52,000   $316,200
Vice President, General Counsel

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

                        http://is.gd/KCeIsK

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Nov. 30, 2011, showed $939.50
million in total assets, $1.14 billion in total liabilities, $4.4
million in redeemable common stock and a $211.60 million total
shareholders' deficit.


                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GENERAL MARITIME: Court to Subpoena Execs Over Oaktree Deal
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a New York bankruptcy
judge on Tuesday granted a request from General Maritime Corp.'s
creditors committee to subpoena the oil tanker company's chairman,
chief financial officer and others who negotiated a financing
arrangement with private equity firm Oaktree Capital Management
LP.

Law360 relates that creditors question a $200 million prepetition
loan Oaktree gave General Maritime, saying they suspect the deal
was designed to line the pocket of company chairman Peter C.
Georgiopoulos.

                       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.


GLOBAL VILLAGE: S&P Withdraws 'BB+' Rating on 2010 Revenue Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' long-term
rating on Public Finance Authority, Wis.'s series 2010 charter
school revenue bonds at the issuer's request. The bonds were
issued on behalf of Global Village Academy, Colo.


GRAHAM SLAM: Court OKs Pacific Rim as Lease Listing Agent
---------------------------------------------------------
Graham Slam, LLC, obtained permission from the U.S. Bankruptcy
Court for the Western District of Washington to employ Pacific Rim
Real Estate Group as its lease listing agent.

The Debtor has selected Pacific Rim because Mike Avila and Jami
Wheeler are active in the market area where the Debtor's real
property is located.

Pacific Rim will obtain tenants for vacant space in the Debtor's
building and perform necessary related real estate leasing
services.

Pacific Rim will be paid based on a Exclusive Lease Listing
Agreement.

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

Graham Slam, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011, before Judge Brian D.
Lynch.  Richard G. Birinyi, Esq., at Schwabe Williamson & Wyatt
serves as bankruptcy counsel.  The Debtor disclosed assets of
$13,483,263 and liabilities of $12,890,039.


GRAHAM SLAM: Court Approves Schwave Williamson as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Graham Slam, LLC, to employ Schwabe Williamson & Wyatt
as its bankruptcy counsel.

Schwabe Williamson has agreed to render services in the general
representation of the Debtor in its bankruptcy proceedings and to
perform necessary related legal services.

The firm's hourly rates range from $120 to $550.  Richard
Birinyi's hourly rate is $450.

The Debtor provided Schwabe Williamson with a $30,000 advance fee
deposit.

The Debtor agrees to reimburse the firm for its out-of-pocket
expenses including, but not limited to, travel expenses, computer-
assisted legal research, photocopying charges and use of other
service providers.

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

Graham Slam, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011, before Judge Brian D.
Lynch.  The Debtor disclosed assets of $13,483,263 and liabilities
of $12,890,039.


HAWAIIAN TELCOM: S&P Assigns 'B-' Rating to $300-Mil. Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Hawaiian Telcom Communications Inc.'s proposed $300
million senior secured term loan due 2017. "The recovery rating is
'3', indicating our expectation for meaningful (50% to 70%)
recovery of principal in the event of a payment default," S&P
said. Hawaiian Telcom Communications Inc. is a wholly owned
subsidiary of landline telephone provider Hawaiian Telcom Holdco
Inc (Hawaiian Telcom). The company intends to use the proceeds to
refinance the current $300 million term loan which matures
in October 2015. The modest maturity extension and anticipated
lower interest rate resulting from this refinancing do not
materially affect the company's overall creditworthiness and
existing ratings on Hawaiian Telcom are not affected by the
transaction.

"We expect Hawaiian Telcom to continue to lose residential access
lines to wireless substitution and to cable telephony competition,
although the approximately 45% of the company's total access lines
that are business accounts are less susceptible to wireless
substitution. The positive outlook recognizes, however, that if
Hawaiian Telcom can stabilize the overall business to the point
where there is flat to modestly positive service revenue
growth with stable EBITDA margins, and can consistently generate
positive free operating cash flow, including capital spending
related to its nascent pay-TV service, we could consider an
upgrade in 2012," S&P said.

Ratings List

Hawaiian Telcom Holdco Inc.
Corporate Credit Rating                B-/Positive/--

New Ratings

Hawaiian Telcom Communications Inc.
Senior Secured
  $300 mil bank ln due 2017             B-
   Recovery Rating                      3


HCA INC: Moody's Rates Proposed Senior Secured Notes at 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 36%) rating to
HCA Inc.'s (HCA) offering of senior secured notes due 2022.
Moody's understands that proceeds from the offering will be used
for general corporate purposes, which may include funding the
previously announced special dividend to shareholders or to repay
amounts drawn under the company's revolving credit facility. HCA's
B1 Corporate Family and Probability of Default Ratings remain
unchanged. The outlook for the ratings is stable.

Moody's rating actions are summarized below.

Ratings assigned:

Senior secured notes due 2022, Ba3 (LGD 3, 36%)

Ratings unchanged/LGD assessments revised:

Corporate Family Rating, B1

Probability of Default Rating, B1

ABL revolver expiring 2016, to Ba1 (LGD 1, 2%) from Ba1 (LGD 1,
1%)

Revolving credit facility expiring 2015, to Ba3 (LGD 3, 36%) from
Ba3 (LGD 3, 32%)

Senior secured term loan A-1 due 2012, to Ba3 (LGD 3, 36%) from
Ba3 (LGD 3, 32%)

Senior secured term loan A-2 due 2016, to Ba3 (LGD 3, 36%) from
Ba3 (LGD 3, 32%)

Senior secured term loan B-1 due 2013, to Ba3 (LGD 3, 36%) from
Ba3 (LGD 3, 32%)

Senior secured term loan B-2 due 2017, to Ba3 (LGD 3, 36%) from
Ba3 (LGD 3, 32%)

Senior secured term loan B-3 due 2018, to Ba3 (LGD 3, 36%) from
Ba3 (LGD 3, 32%)

Euro term loan due 2013, to Ba3 (LGD 3, 36%) from Ba3 (LGD 3, 32%)

$1,500 million first lien secured notes due 2019, to Ba3 (LGD 3,
36%) from Ba3 (LGD 3, 32%)

$1,250 million first lien secured notes due 2020, to Ba3 (LGD 3,
36%) from Ba3 (LGD 3, 32%)

$1,400 million first lien secured notes due 2020, to Ba3 (LGD 3,
36%) from Ba3 (LGD 3, 32%)

$3,000 million first lien secured notes due 2020, to Ba3 (LGD 3,
36%) from Ba3 (LGD 3, 32%)

$201.5 million second lien notes due 2017, to B2 (LGD 5, 70%) from
B2 (LGD 4, 67%)

Senior unsecured notes (various), to B3 (LGD 5, 86%) from B3 (LGD
5, 85%)

Senior unsecured HoldCo notes due 2021, to B3 (LGD 6, 96%) from B3
(LGD 6, 95%)

Speculative Grade Liquidity Rating, SGL-2

First lien senior secured shelf, (P)Ba3

Senior unsecured shelf, (P)B3

RATINGS RATIONALE

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, HCA has large debt maturities in future periods,
although the company has continued to make progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in providing access to resources needed
in adapting to changes in the sector brought on by healthcare
reform legislation and in the company's ability to weather
industry pressures. Finally, the rating incorporates Moody's
expectation that the company will limit the use of additional debt
for shareholder initiatives and continue to improve credit metrics
through both EBITDA growth and debt repayment.

Given the continuation of the aggressive financial policy of the
company and private equity sponsorship of HCA, Moody's would have
to become more comfortable that the company will maintain a
conservative financial profile, consistent with that expected of
the Ba3 rating, prior to it considering an upgrade of the rating
to that level. Additionally, Moody's would have to expect a
continuation of positive operating trends such that the company is
able to grow earnings or repay debt so that debt/EBITDA is
expected to be maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company were to incur additional debt to fund
shareholder distributions or acquisitions so that it expects
adjusted debt/EBITDA to be sustained above 5.0 times. Recent
events, including the announcement of the special dividend and the
closing of the HCA-HealthOne transaction have increased pro forma
leverage close to 5.0 times and, therefore, diminishes the
company's ability to absorb further negative developments at the
current rating level.

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

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 163 hospitals owned and operated
by its subsidiaries as of December 31, 2011. For the year ended
December 31, 2011, the company recognized revenue in excess of $29
billion, net of the provision for doubtful accounts.


HCA INC: Fitch Rates Proposed $750-Mil. Sr. Sec. Notes at 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to HCA, Inc.'s
proposed $750 million senior secured first lien notes due 2022.
Proceeds will be used for general corporate purposes.  The Rating
Outlook is Stable.  The ratings apply to $27.1 billion of debt
outstanding at Dec. 31, 2011.

HCA's ratings reflect the following main credit factors:

  -- Recent balance sheet improvement through extension of the
     2012-2013 bank debt maturity wall and refinancing of high
     coupon second lien secured debt.
  -- Debt repayment is expected to be nominal. While anticipated
     strong cash generation could support debt pay down, Fitch
     does not believe that there is compelling financial incentive
     for the company to reduce leverage.
  -- Fitch expects continued robust FCF (free cash flow; cash from
     operations less capital expenditures, dividends and
     distributions) of above $1.2 billion annually for HCA despite
     some softness in organic operating trends in the for-profit
     hospital sector.
  -- An expectation of total debt-to-EBITDA sustained above 4.5
     times (x) could pressure the ratings.

HCA improved its balance sheet flexibility by extending its 2012-
2013 bank debt maturity wall and paying down high coupon debt with
IPO proceeds, redeeming about $1.1 billion in second lien secured
notes in June 2011.  More recently, the company issued $3 billion
in 6.5% secured and $2 billion in 7.5% unsecured notes and used
the proceeds to redeem substantially the remaining amount of
second lien debt.  There are still some sizeable near-term
maturities in the capital structure, including $1.9 billion of
unsecured notes and about $2.5 billion of bank maturities in 2012-
2013.

HCA's Dec. 31, 2011 4.4x total debt leverage level was reduced
from 4.8x one year prior, due to a $1.2 billion reduction in total
debt outstanding and 3% year-over-year growth in LTM EBITDA.  Pro
forma for the planned $750 million first lien secured note
issuance, Fitch estimates total debt-to-EBITDA of 4.6x.  This
includes 1.6x through the bank debt, 3.0x through the first and
second lien secured notes, 4.3x through the HCA Inc. unsecured
notes and 4.6x through the HCA Holdings, Inc. unsecured notes.

HCA's debt leverage is basically consistent with its peer
companies.  While FCF generation could support further debt pay
down, Fitch does not believe that there is compelling financial
incentive for the company to reduce leverage.  Instead, Fitch
expects the company to prioritize shareholder dividends and
hospital acquisitions as uses of cash in the near term.  Most
recently, the company has announced an approximately $1 billion
special dividend payable to shareholders on Feb. 29, 2012.

HCA produced historically high FCF of $2.2 billion in 2011.  FCF
in 2011 was boosted by a favorable $800 million swing in cash tax
payments versus the prior year, mostly due to tax refunds related
to settlements and which are not expected to reoccur.  Fitch's
2012-2013 operating outlook for HCA, which contemplates low single
digit organic top-line growth, and slight contraction of the
EBITDA margin, leading to slightly positive EBITDA growth, results
in FCF generation of about $1.2 billion annually.  There is upside
potential to this forecast from acquisitions and government
electronic health record incentive payments.

Organic topline trends in the for-profit hospital sector have
recently been weak, and Fitch does not see a near-term catalyst
for improvement.  The most important drivers of the trend are high
unemployment and government pricing pressure exacerbated by the
implementation of reimbursement reforms.  Management cost cutting
efforts and low inflation in labor and supplies costs are
supporting the industry's profitability. HCA's organic patient
volume trends were stronger than that of the broader for-profit
hospital sector in 2011.  However, a higher proportion of lesser
acuity patients and shifts to less profitable government payor and
uninsured patient volumes have recently been headwinds to
profitability.

Fitch currently rates HCA as follows:

HCA, Inc.

  -- Issuer Default Rating (IDR) 'B+';
  -- Senior Secured credit facilities (cash flow and asset backed)
     'BB+/RR1' (100% estimated recovery);
  -- Senior Secured First lien notes 'BB+/RR1' (100% estimated
     recovery);
  -- Senior Secured Second lien notes 'BB+/RR1' (100% estimated
     recovery);
  -- Senior Unsecured notes 'B+/RR4' (42% estimated recovery).

HCA Holdings Inc.

  -- IDR 'B+';
  -- Senior Unsecured Notes 'B-/RR6' (0% estimated recovery).

The debt issue ratings are based on a distressed recovery scenario
which assumes that value for HCA's creditors will be maximized as
a going concern (rather than a liquidation scenario).  Based on
Fitch calculated LTM Dec. 31, 2011 EBITDA of $6.08 billion and
using assumptions of a 38% EBITDA discount and 7.0x multiple,
Fitch estimates a distressed enterprise value (EV) of $26.4
billion for HCA.

Fitch applies a waterfall analysis to the distressed EV based on
the relative claims of the debt in the capital structure.  The
'BB+/RR1' rating for HCA's secured debt (which includes the bank
credit facilities, the first and second lien notes) reflects
Fitch's expectations for 100% recovery under a bankruptcy
scenario.  Fitch assumes a first lien secured debt balance pro
forma for the $750 million proposed notes issue in this
calculation.  The 'B+/RR4' rating on the HCA Inc. unsecured notes
rating reflects Fitch's expectations for recovery of 42%.  The 'B-
/RR6' rating on the HCA Holdings, Inc. unsecured notes reflects
expectation of 0% recovery.

Fitch notes that based on its current recovery assumptions, the
company has capacity to issue up to an additional $1.5 billion of
secured notes versus the Dec. 31, 2011 level without diminishing
recovery prospects for the HCA Inc. unsecured note holders to
below the 'RR4' recovery band of 31%-50%.  Should the company
upsize the proposed secured note issuance to greater than $1.5
billion, Fitch would likely downgrade the HCA Inc. unsecured notes
by one-notch, to 'B/RR5', unless incremental proceeds above $1.5
billion were used to reduce the bank term loan balance.  The
ratings on the secured debt and HCA Holdings Inc. unsecured notes
would not be affected.

Fitch notes that the company has good incremental capacity for
additional secured debt issuance under its debt agreements.  The
only limit on secured debt is a 3.75x first lien leverage ratio
test in the bank agreements.  First lien debt includes the bank
debt and the first lien secured notes. Based on $6.08 billion in
EBITDA, the company has total first lien secured debt capacity of
about $22.8 billion. Pro forma for the $750 million proposed note
issuance there will be about $18 billion of secured debt in the
capital structure.

At Dec. 31, 2011, the company had $2.1 billion of capacity under
the $4.5 billion in total revolver commitments.  Since Fitch
assumes that HCA would fully draw its credit revolvers in a
distressed scenario, any debt proceeds which are used to reduce
the revolver balances will not influence the recovery bands or
debt issue ratings.

Maintenance of a 'B+' IDR will require debt-to-EBITDA maintained
around 4.5x.  An expectation of total debt-to-EBITDA sustained
above 4.5x could pressure ratings. Fitch recognizes that there is
the increased potential for event risk for HCA now that the
company has successfully executed on its IPO strategy.  The Sept.
2011 $1.5 billion BofA share repurchase and the February 2012 $1
billion special dividend are evidence of the company's evolving
financial strategy and the potentially large impacts on the
capital structure.  Debt levels periodically trending above 4.5x
EBITDA can be tolerated at the 'B+' rating, depending upon Fitch's
assessment of the company's willingness and ability to reduce debt
leverage following a transaction.


HCA INC: S&P Assigns 'BB' Rating to $750-Mil. Sr. Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville, Tenn.-based
for-profit hospital company HCA Inc.'s new $750 million senior
secured notes due 2022 its 'BB' issue-level rating (two notches
higher than the 'B+' corporate credit rating on the company). "We
also assigned the credit facility a recovery rating of '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default. HCA will use the
proceeds for general corporate purposes which may include debt
repayment or the financing of HCA's upcoming special dividend,"
S&P said.

"The corporate credit rating on HCA is 'B+'; our rating outlook is
stable. The rating reflects the company's uncertain prospects for
third-party reimbursement, its highly leveraged financial risk
profile, and its historically aggressive financial policies. Debt
to EBITDA is about 4.9x. We expect low-mid single digit organic
revenue growth. Our rating also reflects our view that earnings
are relatively flat after adjusting for the recent accounting
change for bad debt and the recent boost to earnings from the
government's program for electronic health record technology. We
expect profitability to continue to be adversely impacted by an
adverse shift in service mix to less acute medical cases, and
growing reimbursement pressure. Still, the company's relatively
diversified portfolio of 163 hospitals and approximately 110
ambulatory surgery centers, generally favorable positions in
its competitive markets, and experienced management team partially
mitigate these risks and contribute to our assessment that HCA has
a 'fair' business risk profile. These factors help protect the
company from conditions that confront several of its far smaller
peers," S&P said.

Rating List
HCA Inc.
Corporate Credit Rating              B+/Stable/--

Rating Assigned
$750 mil. sr secured notes due 2020  BB
   Recovery Rating                   1


HEARTHSTONE HOMES: Files for Chapter 11 Then Obtains Dismissal
--------------------------------------------------------------
Hearthstone Homes, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 12-80236) on Feb. 7, 2012.  Hearthstone
on the same day filed an emergency motion for the dismissal of the
Chapter 11 case.  Judge Timothy J. Mahoney quickly approved the
dismissal of the case.


HERCULES PUBLIC: S&P Lowers Ratings on Revenue Bonds to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hercules
Public Financing Authority, Calif.'s series 2010 (electric system
project) revenue bonds, series 2003B lease revenue bonds, and
series 2009 taxable lease revenue bonds (Bio-Rad Project), issued
for the city of Hercules to 'BB' from 'A-' and placed the ratings
on CreditWatch with negative implications.

"We also placed our 'A' rating on the city's series 2010 debt
secured by the sewer utility revenues on CreditWatch with negative
implications reflecting the commingling of the wastewater
enterprise cash in the city's pooled cash fund," S&P said.

"We base these rating actions on our assessment of city officials'
statements indicating that Hercules could file for bankruptcy
without $4 million of redevelopment agency increment revenue and a
lawsuit filed by Ambac Assurance Corp. that claims the
redevelopment funds as pledged to redevelopment debt,"
said Standard & Poor's credit analyst Sussan Corson.

The ratings also reflect S&P's assessment of:

   "City officials' failure to apply pledged property tax revenue
   to redevelopment agency (RDA) debt service due Feb. 1, 2012, as
   the successor agency to the RDA, which, in our view, raises
   questions of the city's willingness to pay on Hercules' own
   general fund debt, although the city has continued to pay on
   its own debt service to date," S&P said.

   "The city's practice of pooling cash across all of its funds,
   including negative balances for its former RDA, which we
   believe has pressured the city's general fund financial and
   liquidity position," S&P said.

   "Declines in citywide reserves and liquidity in the previous
   few years due to overspending in the redevelopment fund and
   lower general fund and property tax increment revenue, as well
   as officials' estimates that lower-than-projected revenue for
   the current year could require additional use of general fund
   reserves," S&P said.

   High overlapping debt burden after including RDA debt.

Somewhat mitigating the weaknesses include S&P's assessment of the
city's:

   Significant recent budget adjustments, which had proactively
   reduced general fund expenditures by 30% in one year;

   Strong income levels and accessibility to employment
   opportunities within the greater San Francisco Bay
   Area.

Standard & Poor's expects to resolve the CreditWatch on the city's
lease revenue and revenue bonds for the electric system pending
further clarification as to the city's liquidity position and its
intentions related to bankruptcy. "We expect to resolve the
CreditWatch on Hercules' wastewater system revenue bonds upon
further clarification from the city relating to its intention for
bankruptcy as well as the system's current liquidity position
and adequate segregation of sewer system funds," S&P said.

Hercules (population 24,555) is in Contra Costa County, 23 miles
northeast of San Francisco on the northeastern shore of the San
Francisco Bay.


HOTEL AIRPORT: Plan Outline Hearing Rescheduled to April 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
rescheduled to April 17, 2012, at 10:30 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining Hotel
Airport Inc.'s Plan of Reorganization dated as of Dec. 9, 2011.

The Disclosure Statement hearing was previously scheduled for
Jan. 31, 2012.

Donald F. Walton, the U.S. Trustee for Region 21, objected to the
Debtor's Disclosure Statement explaining that it does not provide
adequate information regarding, among other things:

   -- The employment of professionals, the Debtor has not
      explained the role of special counsel;

   -- Affiliates, it is not clear whether South Parcel became a
      subsidiary of HAI, CAF, FOM or some other entity;

   -- The anticipated future of the Debtor.

As reported in the Troubled Company Reporter on Jan. 19, 2012,
under the Plan, holders of administrative expense claims and
priority claims will be paid in full on the Plan's effective date.

The Plan presents a scenario upon which it will be substantially
funded by the Debtor's assets and income from the operation of
business, according to David Tirri, the Debtor's president.  The
Plan also considers the Debtor's experience and knowledge of the
business and specific knowledge of Debtor's sector of the
industry.  The Reorganization process will take place under the
management of Mr. Tirri.

The Plan proposes a merger between the Debtor/HAI and and its
parent, CAF, whereby a single entity -- CAF -- will emerge.  HAI's
operations will continue under its present management as a
division of CAF.  The merger will take place upon the Effective
Date of the Plan.  The Debtor submits that the merger will
strengthen HAI's ability to operate and maintain its business.
CAF -- as successor in interest of HAI -- will assume its
obligations maintaining HAI's current assets, which are all
encumbered with secured debts.

Upon the merge with CAF, Mr. Tirri's position will be vice-
president, and general manager for the hotel operations, with his
compensation remaining at $15,000 per month in salary, plus
$10,000 per month for expenses.  Other insiders which may from
time to time be part of the management, due to their positions
with CAF are CAF's stockholders Anthony C. Tirri, Jean Tirri, and
Justin Tirri, with only Anthony C. Tirri receiving compensation of
$5,000 per month.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/HOTELAIRPORT_DS_Dec092011.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  Francisco J. Garrido
Molina serves as its accountant, and RS& Associates as external
auditors to perform auditing services.  The Debtor disclosed
US$8,547,993 in assets and US$171,169,392 in liabilities as of the
Chapter 11 filing.  The petition was signed by David Tirri, its
president.


HOTEL NEVADA: Appeals Court Confirms $144-Mil. Arbitration Award
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that a California
appeals court on Tuesday confirmed a $144 million arbitration
award for L.A. Pacific Center Inc. in a long-running dispute over
its purchase of Las Vegas hotel properties from now-bankrupt
Hotels Nevada LLC in 2004.

A three-judge panel for the California Court of Appeal, Second
Appellate District, rejected Hotels Nevada owner Louis Habash's
appeal of the 2009 arbitration decision, Law36 relates.

                        About Hotels Nevada

Hotels Nevada LLC sought Chapter 11 protection in 2009 (Bankr. D.
Nev. Case No. 09-31131) after the company and a controlling
officer were hit with a $141 million arbitration award.  Quarles &
Brady prepared the Chapter 11 petition.

Less than four months after the filing, the judge switched the
case to Chapter 7.  In the course of converting the case, Judge
Bruce Markell concluded that the Chapter 11 petition had not been
filed in good faith.


HUSSEY COPPER: Taps Winter Harbor to Substitute Huron Consulting
----------------------------------------------------------------
HCL Liquidation Ltd., formerly known as Hussey Copper Corp. et
al., ask the U.S. Bankruptcy Court for the District of Delaware to
authorize:

   -- the employment of Winter Harbor, LLC in substitution for
      Huron Consulting Services LLC, to provide chief
      restructuring officer, and additional personnel to the
      Debtors;

   -- Dalton T. Edgecomb to continue serving as the Debtors' CRO;
      and

   -- the termination of any ongoing role in the case by Huron,
      effective as of Dec. 31, 2011.

The Debtor set a Feb. 27, 2012 hearing, at 10:00 a.m., on their
motion to employ Winter Harbor.

The Debtors relate that Mr. Edgecomb was previously connected with
Huron when he was appointed chief restructuring officer for the
Debtors.  Effective Jan. 1, 2012, Mr. Edgecomb resigned from Huron
and joined Winter Harbor, a newly formed consulting firm.

Mr. Edgecomb will, among other things:

    * compile date and analyses necessary to meet the requirements
      and requests of various parties related to the restructuring
      of the Debtors' businesses;

    * manage the Debtors' cash and prepare ongoing forecasts of
      cash flows and claim pools and estimate recoveries to
      general unsecured creditors; and

    * prepare for Court hearing and the argument of motions and
      provide expert testimony, as required.

Winter Harbor will bill on an hourly basis as:

         CRO(Mr. Edgecomb)                    $595
         Managing Director                $495 - $595
         Director                         $350 - $450
         Manager                          $250 - $325
         Associate                        $175 - $225
         Clerical/Administrative           $75 - $125

Travel time during which no work is performed will be itemized
separately and billed at 50% of regular hourly rates.  Winter
Harbor will bill on a weekly basis with invoices due immediately
after any notification period required by the Court.

Winter Harbor will seek reimbursement for out-of-pocket-expenses
including, but not limited to, meals, travel, outside printing and
reproduction services and courier, overnight and other delivery
services.

Independent contractor John Owens and Brett M. Anderson will also
receive compensation.  These individuals have substantial
knowledge and information regarding the Debtors' cases and
financial condition.

Mr. Edgecomb assures the Court that Winter Harbor is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the name change of Hussey Copper
Corp. et al., to HCL Liquidation Ltd.  US private equity firm
Patriarch Partners officially acquired Hussey Copper on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey Copper for $107.8 million in a nine-hour, 34-round
auction.


HUSSEY COPPER: Wants Until April 9 to Propose Chapter 11 Plan
-------------------------------------------------------------
Hussey Copper Corp. et al., now known as HCL Liquidation Ltd.,
asks the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods to file and solicit acceptances for
the proposed chapter 11 plan until April 9, 2012, and June 8,
respectively.

The Debtors require sufficient time to consider plan structure
alternatives and the financial implications for each so that the
resulting plan deserves the best interest of the Debtors and their
creditors.  The Debtors also note that a brief extension will
enable the Debtors, in consultation with their key constituents,
to develop a viable Chapter 11 Plan.

                       About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the name change of Hussey Copper
Corp. et al., to HCL Liquidation Ltd.  US private equity firm
Patriarch Partners officially acquired Hussey Copper on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey Copper for $107.8 million in a nine-hour, 34-round
auction.


JAMES RIVER: Invesco Discloses 6.6% Equity Stake
------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Invesco Ltd. disclosed that, as of Dec. 31,
2011, it beneficially owns 2,364,741 shares of common stock of
James River Coal Company representing 6.6% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/tdpn5q

                        About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company also reported a net loss of $10.54 million on
$820.47 million of total revenue for the nine months ended
Sept. 30, 2011, compared with net income of $52.29 million on
$539.06 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 billion in total assets, $929.56 million in total
liabilities, and $451.26 million in total shareholders' equity.

                          *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JESCO CONSTRUCTION: Can Employ Law Offices of Craig M. Geno
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has authorized Jesco Construction Corporation to employ the Law
Offices of Craig M. Geno, PLLC, as attorneys for the Debtor.

As counsel for the Debtor, the Law Offices of Craig M. Geno, PLLC,
will:

  a. advise and consult with the Debtor-in-possession regarding
     questions arising from certain contract negotiations which
     will occur during the operation of business by the Debtor-in-
     possession;

  b. evaluate and attack claims of various creditors who may
     assert security interests in the assets and who may seek to
     disturb the continued operation of the business;

  c. appear in, prosecute, or defend suits and proceedings, and to
     take all necessary and proper steps and other matters and
     things involved in or connected with the affairs of the
     estate of the Debtor;

  d. represent the Debtor in court hearings and to assist in the
     preparation of contracts, reports, accounts, petitions,
     applications, orders and other papers and documents as may be
     necessary in this proceeding;

  e. advise and consult with Debtor in connection with any
     reorganization plan which may be proposed in this proceeding
     and any matters concerning Debtor which arise out of or
     follow the acceptance or consummation of such reorganization
     or its rejection; and

  f. perform other legal services on behalf of the Debtor as they
     become necessary in this proceeding.

The Debtor desires to employ the attorneys at the Law Offices of
Craig M. Geno, PLLC, at the following hourly rates: Craig M. Geno
at $375 per hour, plus expenses, Associates at $225 per hour, plus
expenses, Paralegals at $125 per hour, plus expenses, and to cause
to be paid to the Law Offices of Craig M. Geno, PLLC, a retainer,
of $11,050, including a $1,046 filing fee, less pre-petition time,
to be applied to be fees and expenses in the Debtor's case.

Craig M. Geno, Esq., attests that neither he, nor the firm with
which he is associated, have any connection with the Debtor, the
creditors, or any other party-in-interest, or their respective
attorneys and accountants, or with the office of the U.S. Trustee,
or any employees thereof.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14,662,901 in liabilities.


KLN STEEL: Has Access to Banco Popular's Cash Until Feb. 15
-----------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas, in an amended Third interim order,
authorized KLN Steel Products Company LLC, et al., to use Banco
Popular North America's cash collateral until Feb. 15, 2012.

A final hearing on the Debtors' request for cash collateral use is
set for Feb. 13, 2012.

The Court also ordered that the automatic stay of Section 362(a)
of the Bankruptcy Code will continue in effect and until further
modified or terminated by the Court.

The Debtors would use the cash collateral to fund the expenses
incurred after the Petition Date, and to fund those specific
employee payroll expenses, fees and utility deposits.  Receipts
and expenditures or accruals may not vary more than 10% more than
any single line items in the interim budget for the term of this
order.

Other than the $130,000 agreed to by lender for payment to Conway
MacKenzie for the period from the Petition Date through Feb. 13,
2012, no amount listed on the budget for professional fees has
been authorized or agreed to by lender.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant the lender a lien upon all of
the prepetition collateral, all of the postpetition collateral,
and all of the accounts, subject to certain carve out expenses.

As additional adequate protection, the Debtors will pay $1,000,000
to the lender, via a debit from Debtors' account.

                     About KLN Steel Products

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

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

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

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


KLN STEEL: Conway MacKenzie Approved as Financial Advisors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized KLN Steel Products Company LLC to employ Conway
MacKenzie, Inc. as financial advisors.

As reported in the Troubled Company Reporter on Dec. 20, 2011,
upon retention, the firm will, among other things:

   a. provide assistance with the preparation of 13-week cash flow
      forecast and evaluate short-term liquidity requirements of
      the Company;

   b. provide assistance with the preparation of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports, if necessary; and

   c. oversight and assistance with preparation of financial
      information for distribution to creditors and others,
      including but not limited to cash flow projections and
      budgets, cash receipts and disbursements, analysis of
      various asset and liability accounts and analysis of
      proposed transactions for which Court approval is sought.

John T. Young, Jr., senior managing Director of Conway MacKenzie,
Inc., attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                    About KLN Steel Products

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

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

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

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


KLN STEEL: Committee Taps Navigant Consulting as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of KLN Steel Products Company LLC asks the U.S. Bankruptcy
Court for the Western District of Texas for permission to retain
Navigant Consulting (PI), LLC as its financial advisor.

Navigant Consulting will:

   a. assist in the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' business, and other
      matters relevant to the case, including the formulation of a
      plan of reorganization;

   b. participate with the Committee in the formulation and
      confirmation of a plan of reorganization; and

   c. perform other financial advisory services as may be required
      and is in the interest of unsecured creditors.

The Committee relates that no compensation will be paid by
Committee to Navigant except upon application to and approval by
the Court after notice and hearing.  Navigant has not received a
retainer in connection with the case.

Navigant's Scott Van Meter assures the Court that Navigant does
not represent any other entity having an adverse interest to the
Committee or unsecured creditors in this case.

Mr. Meter can be reached at:

         Scott Van Meter
         Navigant Consulting (PI) LLC
         909 Fannin, Suite 1900
         Houston, TX 77010
         E-mail: scott.vanmeter@navigant.com

                    About KLN Steel Products

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

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

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

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.


KMC REAL ESTATE: Argenta to Provide $37MM Exit Financing
--------------------------------------------------------
KMC Real Estate Investors, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Indiana a proposed Chapter 11
Plan dated Jan. 18, 2012, and an explanatory Disclosure Statement.

According to the Disclosure Statement, the Debtor's ability to
fund the Plan is premised on the Debtor's and the Debtor's former
lessee and intended future lessee Kentuckiana Medical Center,
LLC's ability to obtain exit financing, as co-makers, from a
willing lender in the anticipated principal amount of $37,000,000.
In addition to the $37,000,000 loan, the Debtor will obtain
capital contributions from practicing physicians in the greatest-
Louisville area in the cumulative value of at least $3,854,000.
The $40,854,000 is believed to be sufficient to allow KMC to
continue to operate the hospital and manage its assets.

The Debtor and KMC have negotiated with Argenta Group LLC, doing
business as Argenta Financial to function as exit lender.

Under the Plan, RL BB Financial, LLC (Rialto) will receive
$16,000,000 in cash in full satisfaction of its secured claim
($21,998,664).

The Debtor will deliver to the holders of allowed class 3-A claim
(unsecured claim of Rialto amounting to $5,997,664) a promissory
note which will bear interest at a rate of 3% per annum, and will
be paid 10 years after the effective date.

In relation to the unsecured claim of Cardinal Health and
Healthcare practice Consultants, the Debtor will commence making
cash distributions to holders of allowed class 3B claims
representing each holder's pro rata portion of regular payments
totaling $7,765 per month for 60 months.

The Debtors' liability to Divlend Equipment Leasing, LLC, under
the subject guaranty will remain intact following confirmation.
The payment unsecured obligations owing to Divlend will be
satisfied according to the KMX Plan documents and any confirmation
order entered in KMC's Chapter 11 case.

Equity Interests Holders of Class 4 Interest will have their
membership interests canceled on or before the Effective date.

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

               About KMC Real Estate Investors LLC

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., and Courtney Elaine Chilcote, Esq., at Hostetler & Kowalik,
P.C., in Indianapolis, Indiana, serve as the Debtor's bankruptcy
counsel.  The Debtor disclosed it has undetermined assets and
$24,810,090 in liabilities as of the Chapter 11 filing.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on
Sept. 9, 2010.

As reported in the TCR on July 19, 2011, the Bankruptcy Court
granted RL BB Financial relief from stay on the Debtor's assets.
The relief from stay is effective on July 25, 2011, at the close
of business.


LAS VEGAS SANDS: S&P Puts 'BB' Corporate Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Las Vegas-based Las Vegas Sands Corp., as well as
all issue-level ratings, on CreditWatch with positive
implications.

"The CreditWatch listing reflects our belief that Las Vegas Sands
may be in the position to maintain credit measures in line with a
higher rating, even incorporating substantial development spending
over the next few years," said Standard & Poor's credit analyst
Ben Bubeck. "Although large potential future developments could
result in some temporary deterioration to the company's current
financial profile, which is good for the current rating, we
believe Las Vegas Sands' operating performance and liquidity have
likely strengthened sufficiently to absorb future spending at a
higher rating level."

"Following strong performance across the company's portfolio in
2011, we estimate that Las Vegas Sands' operating lease-adjusted
leverage improved to approximately 3x and EBITDA coverage of
interest grew to over 8x as of Dec. 31, 2011. Furthermore, with
cash balances of nearly $4 billion, the company possesses
substantial flexibility to pursue additional expansion
opportunities while maintaining strong credit measures, even
incorporating its recently implemented dividend policy," S&P said.

"In resolving the CreditWatch listing, we will consider whether
our updated long-term performance expectations, incorporating the
likelihood that management will aggressively pursue additional
development opportunities and potentially seek multiple
opportunities at once, support a higher rating. We believe
potential rating upside is likely limited to one notch and expect
to resolve the CreditWatch listing within the next several weeks,"
S&P said.


LECG CORP: Robeco Investment Does Not Own Common Shares
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Robeco Investment Management, Inc., disclosed
that, as of Dec. 31, 2011, it does not beneficially own any shares
of common stock of LECG Corporation.  A full-text copy of the
filing is available for free at http://is.gd/PTV0nZ

                            About LECG

LECG is a global litigation, economics, consulting and business
advisory, and governance, assurance, and tax expert services firm
with approximately 1,100 employees in offices around the world.

LECG and certain of its subsidiaries are parties to a Credit
Agreement dated as of May 15, 2007, as amended, with the Bank of
Montreal and the syndicate bank members under the Credit
Agreement.  On Feb. 28, 2011, the parties to the Credit Agreement
entered into the Tenth Amendment and Limited Duration Waiver to
the Credit Agreement, which among things waived LECG's failure to
be in compliance with certain representations and warranties and
financial and non-financial covenants under the facility.

The Limited Duration Waiver is the fourth the Company has received
since Nov. 15, 2010.  The Term Credit Facility matures on
March 31, 2011, and approximately $27.8 million is outstanding
under the facility.  The Company said it does not have sufficient
resources to repay amounts outstanding under the facility at this
time.


LEVI STRAUSS: Reports $135.1 Million Net Income in Fiscal 2011
--------------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting net income of
$135.11 million on $4.67 billion of net sales for the year ended
Nov. 27, 2011, compared with net income of $149.44 million on
$4.32 billion of net sales for the year ended Nov. 28, 2010.

The Company's balance sheet as of Nov. 27, 2011, showed
$3.27 billion in total assets, $3.42 billion in total liabilities,
$7 million in temporary equity, and a $156.83 million total
stockholders' deficit.

"In the face of stiff cost and economic headwinds, Levi Strauss &
Co. grew the top-line for the second year in a row," said Chip
Bergh, president and chief executive officer of Levi Strauss & Co.
"As we move forward, we need to build on this momentum and on our
global scale, strong brands and innovation pipeline, while
improving profitability and cash flow to deliver sustainable long-
term growth."

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

                       http://is.gd/PSduG9

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


LICHTIN/WADE: Wants to Use BB&T Cash Collateral
-----------------------------------------------
Lichtin/Wade, LLC, asks the Bankruptcy Court for authority to use
cash collateral.  The Debtor said that in order to maintain
existing operations, it will be required to incur certain
operating expenses.  The Debtor will require necessary funds for
repairs, maintenance, utilities, management fees, payroll, and
other expenses.  The Debtor's only source of income is through the
rental receipts collected from the operation of the office
buildings.

As of Jan. 30, 2012, the Debtor owed these amounts to Branch Bank
& Trust under four promissory notes:


     * $14,607,214 under the promissory note dated May 3, 2007;

     * $5,805,889 under the promissory note dated Aug. 31, 2007;

     * $16,659,809 under the promissory note dated Aug. 31, 2007;
       and

     * $1,972,883 under the promissory note dated Sept. 13, 2011.

The Debtor said the cash proceeds generated from the postpetition
rental of the Debtor's property may constitute cash collateral of
BB&T within the meaning of 11 U.S.C. Sec. 363.

                        About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade,  based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor estimated $10 million to $50 million in assets and
debts.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LICHTIN/WADE: Wants Revenue Dept to Turn Over Rent Payment
----------------------------------------------------------
Lichtin/Wade, LLC, asks the Bankruptcy Court to compel the Wake
County Revenue Department to turn over rent collected from the
Debtor's property.

On Jan. 24, 2012, the Wake County Revenue Department sent notices
to all of the Debtor's tenants, notifying the tenants to direct
all rent payments to the County pursuant to a garnishment for
unpaid 2011 property taxes.

The Debtor wants the Wake County Revenue Department to turn over
to the Debtor all rental payments received from the Debtor's
tenants that have been received by the county since the filing of
the petition or that are currently being held by county and not
yet applied against the outstanding property tax balance.  The
Debtor wants to use these funds.

The Debtor also asks the Court to direct its tenants to submit
payments to the Debtor notwithstanding the garnishment notice
delivered by the Revenue Department.

                        About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade,  based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor estimated $10 million to $50 million in assets and
debts.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


MACH GEN: S&P Withdraws 'B' Rating on $160-Mil. Facilities
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' rating on U.S.
electricity generator MACH Gen LLC's $160 million first-lien
facilities. "We also withdrew the '1' recovery rating on the
debt," S&P said.

"We are withdrawing our rating following refunding of the
company's first-lien facilities. First-lien debt consisted of a
$100 million first-lien working-capital revolving credit facility
due Feb. 22, 2012 ($25 million drawn at Dec. 31, 2011) and a $60
million first-lien synthetic letter-of-credit facility due Feb.
22, 2013 ($42.9 million of letters of credit issued at Dec.
31, 2011)," S&P said.

Ratings List
Rating Withdrawn
                                     To      From
MACH Gen LLC
$160 mil. first-lien facilities      NR      B/Negative
  Recovery rating                    NR      1


MAGUIRE GROUP: Feb. 16 Final Cash Collateral Hearing Slated
-----------------------------------------------------------
The Hon. Robert A. Mark, the U.S. Bankruptcy Court Southern
District of Florida, in a third interim basis, authorized Maguire
Group Holdings, Inc., et al., to use cash collateral.

As reported in the Troubled Company Reporter on Dec. 14, 2011,
Regions Bank holds a security interest in the personal property of
Debtor Maguire Corp., including cash collateral.  The lender, as
of the Petition Date, was owed the principal amount of $950,000;
provided, however, that the representations are not binding on any
other party in interest.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender a replacement lien
on and in all property of the Debtors acquired or generated after
the Petition Date, subject to carve out on certain fees.

The Court set a Feb. 16, 2012 final hearing at 2:00 p.m., on the
Debtors' request to access cash collateral.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Berkowitz Dick Pollack & Brant serves as their financial advisors.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Inc. disclosed
$6,526,196 in assets and $46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group Holdings, Inc., along with
affiliates.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.


MAGUIRE GROUP: Rasky Baerlein OK'd as Communication Consultants
---------------------------------------------------------------
The Hon. Robert A. Mark, the U.S. Bankruptcy Court Southern
District of Florida, in a final order, authorized Maguire Group
Holdings, Inc., et al., to employ Rasky Baerlein Strategic
Communications, Inc. as their communication consultants.

To the best of the Debtors' knowledge, Rasky Baerlein is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Berkowitz Dick Pollack & Brant serves as their financial advisors.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Inc. disclosed
$6,526,196 in assets and $46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group Holdings, Inc., along with
affiliates.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.


MCMORAN EXPLORATION: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit and issue-level ratings, on New Orleans, La.-
based McMoRan Exploration Co. (McMoRan) to 'B-' from 'B'. The
recovery rating of '3' on the company's senior unsecured debt
remains unchanged. "We also revised the outlook to developing from
negative pending flow-test results from the Davy Jones discovery
in the ultradeep shelf of the Gulf of Mexico (expected by the end
of first?quarter 2012)," S&P said.

"The ratings on McMoRan reflect the company's 'vulnerable'
business risk and 'highly leveraged' financial risk profiles. Our
ratings reflect McMoRan's short proved reserve life, high-risk
exploration strategy, and our estimate that the company will
significantly outspend operating cash flows in 2012. The ratings
also take into account McMoRan's historical ability to raise
equity and its experienced management team," S&P said.

"McMoRan operates exclusively in the shallow waters of the Gulf of
Mexico. Proved reserves at year-end 2011 were 256 billion cubic
feet equivalent (bcfe), about 60% natural gas. As is common for
Gulf of Mexico operators, McMoRan's proved reserve life is very
short at 4.1 years, meaning that, without exploration success,
positive revisions, or acquisitions, the company would run out of
reserves in about four years at current production rates. Fourth-
quarter 2011 production of about 170 million cubic feet equivalent
per day (MMcfe/d) is split roughly evenly between the conventional
shelf (depths of up to 15,000 ft.) and the deep shelf (depths of
15,000 to 25,000 ft.), while the company is also actively
exploring in the ultradeep shelf at depths below 25,000 ft.
Without significant investment, production declines in the
Gulf are steep-?and McMoRan has issued guidance that it expects
production from its base assets to decline roughly 30% this year,
excluding any potential contribution from its Davy Jones ultradeep
discovery (which is likely to produce 95%-100% natural gas)," S&P
said.

"We view McMoRan's financial risk profile as 'highly leveraged,'
given our estimate that the company will significantly outspend
operating cash flows in 2012 (particularly after our downward
natural gas price revision), to be funded by the company's large
cash balance (about $570 million as of Dec. 31, 2011). McMoRan's
adjusted debt was $1.2 billion at year-end 2011, including 50%
debt treatment of convertible notes and preferred stock, as well
as asset retirement obligations, for an adjusted debt to trailing-
12-month EBITDAX ratio of 3.3x. Based on the S&P price deck of $80
per barrel West Texas Intermediate crude oil and $3 per million
BTU Henry Hub natural gas in 2012, and assuming production
declines 30% -- in line with management guidance, we estimate that
adjusted debt to EBITDAX will increase to a very aggressive 7x
at year-end 2012. Production could be significantly higher if the
Davy Jones flow-test is successful, although volumes would most
likely be lower priced natural gas," S&P said.


MERCHANTS MORTGAGE: Section 341(a) Meeting Scheduled for Feb. 29
----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
of Merchants Mortgage & Trust Corporation, LLC, on Feb. 29, 2012,
at 10:00 a.m., at the U.S. Trustee 341 Meeting Room, 1999
Broadway, 8th Floor, Suite 830, Room B, Denver, Colorado.

Creditors are requested to file their proofs of claim by Feb. 13,
2012, for non-governmental units and June 26, 2012, for
governmental units.

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

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

                      About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MERCHANTS MORTGAGE: Court Approves Anton Collins as Accountants
---------------------------------------------------------------
The Bankruptcy Court authorized Merchants Mortgage & Trust
Corporation, LLC, to employ Anton, Collins and Mitchell, LLP, as
accountants.  Anton Collins will represent the Debtor with respect
to audit, tax and accounting services and perform any other
services necessary.

The professionals primarily responsible for providing services to
the Debtor and their hourly rates are:

          Greg Anton (engagement partner)       $335
          Stacey Heckert (audit partner)        $335
          Dave Taylor (tax partner)             $330
          Dave Hallett (audit manager)          $200
          Jessica Schmitt (audit senior)        $155
          Leah Lemke (tax manager)           $165 - $225
          Scott Grimm (tax manager)          $165 - $225
          Emily White (tax senior)           $105 - $115

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MERCHANTS MORTGAGE: Can Hire Greenberg as Regulatory Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Merchants Mortgage & Trust Corporation, LLC, to employ Greenberg
Traurig, LLP, as special counsel to represent the Debtor with
respect to all regulatory matters.  The attorneys primarily
responsible for providing services to the Debtor and their
respective hourly rates are:

              Gil Rudolph, Esq.      $675
              Rick Lopez, Esq.       $240

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MERCHANTS MORTGAGE: Court OKs Hunton & Williams as Tax Counsel
--------------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, obtained permission
from the U.S. Bankruptcy Court for the District of Colorado to
employ Hunton & Williams LLP as its special counsel to render
representation of the Debtor with respect to all tax related
matters and perform any other legal services necessary.

The attorneys primarily responsible for providing services to the
Debtor and their hourly rates are:

          George C. Howell, III, Esq.     $795
          K.A. Sibley                     $500

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MERCHANTS MORTGAGE: Can Hire Laufer and Padjen as Bankr. Counsel
----------------------------------------------------------------
The Bankruptcy Court authorized Merchants Mortgage & Trust
Corporation, LLC, to employ Laufer and Padjen LLC as insolvency
counsel.

Laufer and Padjen will:

   (a) consult with and advise the Debtor regarding all matters
       pertaining to the Chapter 11 case;

   (b) assist the Debtor in obtaining confirmation of Debtor's
       Prepackaged Plan of Reorganization;

   (c) prepare all schedules, reports, pleadings, motions and
       other documents as may be required in the Chapter 11 case,
       including any amendments to the Plan and related disclosure
       statement;

   (d) attend all hearings and correspond/meet with all creditors
       and interested parties as is necessary to further the
       reorganization of the Debtor; and

   (e) perform all other legal services for Debtor which may be
       necessary.

Joel Laufer's hourly rate is $375 and Robert Padjen's hourly rate
is $300.  The Law Firm charges $60 per hour for paralegal services
and $75 per hour for law clerk services.  The Debtor agrees to
reimburse Laufer and Padjen for necessary costs and expenses it
incurred.

                      About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MERCHANTS MORTGAGE: Can Employ Schlueter as Securities Counsel
--------------------------------------------------------------
The Bankruptcy Court authorized Merchants Mortgage & Trust
Corporation, LLC, to employ Schlueter & Associates, P.C., as
special counsel with respect to all matters relating to
the application of and compliance with applicable securities laws.

The attorneys primarily responsible for providing services to the
Debtor and their respective hourly rates are:

                Henry F. Schlueter, Esq.   $340
                David Stefanski, Esq.      $295

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


MERCHANTS MORTGAGE: Court OKs Shimel & Bulow as General Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized Merchants Mortgage & Trust
Corporation, LLC, to employ Shimel & Bulow, LLC, as special
counsel to represent it with respect to general corporate matters.
The attorneys primarily responsible for providing services to the
Debtor and their respective hourly rates are:

              Lisa K. Shimel, Esq.    $270
              Ephraim Bulow, Esq.     $250

                     About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.

The Debtor filed with the Bankruptcy Court its Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.


METROPARK USA: Can Access Second Lien Lenders Cash Until Feb. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a seventh interim agreed order dated Jan. 24, 2012, authorized
Metropark USA, Inc., to use cash collateral of the Second Lien
Lenders, owed as of the Petition Date in the approximate amount of
$825,000, and secured by substantially all of the personal
property of the Debtor, including cash collateral, pursuant to a
budget.

The Debtor's authority to use cash collateral will terminate on
the earlier of: (a) the occurrence of an Event if Default; or (b)
Feb. 28, 2012, at 5:00 p.m., unless a Final Cash Collateral Order
will have been entered by that date and time.

As partial adequate protection, the Second Lien Lenders are
granted valid and perfected replacement liens and additional liens
and security interests, in all of the properties and assets of the
Debtor in which the Second Lien Lenders asserts a valid and
perfected security interest pre-petition.

A final hearing to consider entry of a Final Cash Collateral
Order on the Cash Collateral Motion is scheduled for Feb. 28,
2012, at 10:00 a.m.

A copy of the Seventh Interim Agreed Cash Collateral Order is
available for free at:

       http://bankrupt.com/misc/metroparkusa.doc377.pdf

                        About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, in New York,
serve as the Debtor's bankruptcy counsel.  CRG Partners Group,
LLC, is the Debtor's financial advisor.  The Debtor also tapped
Great American Group Real Estate, LLC doing business as GA Keen
Realty Advisors as special real estate advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP, in Irvine,
Calif., represents the Official Committee of Unsecured Creditors.


MF GLOBAL: SIPA Trustee Files Report on Probe Into Collapse
-----------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc. under the Securities Investor Protection
Corporation, filed with the U.S. Bankruptcy Court for the
Southern District of New York on February 6, 2012, a preliminary
report on the progress of his investigation into the failure of
the broker-dealer.

The SIPA Trustee has preliminarily determined that MFGI had a
shortfall in commodities customer segregated funds beginning on
Wednesday, October 26, 2011, and that the shortfall continued to
grow in size until the bankruptcy filing on Monday, October 31,
2011.

The SIPA Trustee's investigators have now traced a majority of
the cash transactions, totaling more than $105 billion, made in
and out of MFGI in the last week before bankruptcy and are
completing the process of tracing the remaining transactions.  MF
Global also executed securities transactions totaling more than
$100 billion during its final week of operations, the SIPA
Trustee disclosed.

"For three months our investigative team has worked to understand
what happened during the final days of MF Global when cash and
related securities movements were not always accurately and
promptly recorded due to the chaotic situation and the complexity
of the transactions," the SIPA Trustee said.  "With these
preliminary investigative conclusions in hand, we will analyze
where the property wired out of bank accounts established to hold
segregated and secured property ultimately ended up.  We will
then determine whether there is a sound and legal basis for
recoveries against third parties that will help make customers
whole.  These will be very complex legal and factual
determinations, which we will make consistent with our duty as
the advocate for the former customers of MF Global Inc."

The SIPA Trustee found that transactions regularly moved between
accounts and that funds believed to be in excess of segregation
requirements in the commodities segregated accounts were used to
fund other daily activities of MF Global.  In the past, such
transfers were in amounts of less than $50 million, but as
liquidity demands increased and could not be met from internal
sources, much larger amounts were used, apparently with the
assumption that funds would be restored by the end of the day,
the SIPA Trustee noted.

By October 26, as the result of increasing demands for funds or
collateral throughout MF Global, funds did not return as
anticipated, the SIPA Trustee said.  As these withdrawals
occurred, a lack of intraday accounting visibility existed,
caused in part by the volume of transactions being executed, and
the 4(d) U.S. segregated commodity customer account appears to
have reached a deficit condition on Wednesday, October 26 that
continued through to MF Global's bankruptcy, the SIPA Trustee
stated.

The SIPA Trustee has also identified most of the parties that
were the immediate recipients of transfers from MF Global Inc.
during the final days and weeks of operation.  These transfers
were largely effected through the clearing banks acting on behalf
of MF Global Inc., according to the SIPA Trustee.  The ultimate
recipients of these transfers included banks, exchanges and
clearing houses, MFGI affiliates, counterparties, and customers
of the futures commission merchant and the broker-dealer, the
SIPA Trustee added.

The SIPA Trustee said, "The number of transactions executed by MF
Global during the last week prior to the bankruptcy escalated to
unprecedented volumes."  The rush to meet funding needs for
collateral, margin and customer liquidations led to billions of
dollars in securities sales, draws on credit facilities, and a
web of inter-company loans across affiliates, some foreign, the
SIPA Trustee noted.  The company's computer systems and employees
had difficulty keeping up with the unprecedented volume of
transactions, the SIPA Trustee pointed out.  A number of
transactions were recorded erroneously or not at all.  So called
"fail" transactions -- where either the buyer or seller fails to
deliver the cash or the security, respectively -- were five times
the normal volume during the firm's final week, the SIPA Trustee
noted.

The investigation further revealed that a confluence of factors
contributed to the deterioration of MF Global's liquidity
position, the SIPA Trustee told the Court.  "The exposure to
European sovereign debt, coupled with the announcement of
disappointing quarterly results, triggered credit downgrades by
Moody's, Fitch and S&P," the SIPA Trustee pointed out.  "This
escalation in credit risk mandated substantial margin calls and
increased demands from counterparties and exchanges for
collateral," the SIPA Trustee continued.

As an example, the SIPA Trustee cited that the additional margin
paid to support only the sovereign debt positions exceeded $200
million during the final week of operations.  Based on an
accompanying chart, the two biggest margin calls were for $108.8
million on Oct. 26 and $309.6 million on October 31.  This was a
significant drain on available cash and securities, the SIPA
Trustee continued.  The sovereign debt investments undertaken on
a repo to maturity basis allowed some immediate gains to be
booked, but these were purely paper profits generating negligible
cash while the underlying transactions resulted in calls for
substantial additional margin, the SIPA Trustee related.

"The heightened risk and apparent loss of confidence drove
customers to close their accounts and withdraw funds, resulting
in even greater demands on a relatively limited amount of
available cash," the SIPA Trustee said.

"The MF Global parent company struggled to continue to operate
and even to sell the business, but MFGI appears to have remained
in a shortfall of commodity customer segregated funds virtually
continuously until its parent filed for Chapter 11 protection on
Monday, October 31 and the Securities Investor Protection Act
(SIPA) proceeding was commenced against MF Global Inc. later that
afternoon," according to the SIPA Trustee.

In an accompanying chart, MFGI segregated more than the required
$6.50 billion in customer funds on Oct. 25, 2011.

To understand where the money went during October 2011, the
analysis conducted by the SIPA Trustee's professionals has
included 840 cash transactions in excess of $10 million that
total $327 billion, and an ongoing analysis of related securities
transactions involving a value of over $100 billion.  These large
cash transactions alone span 47 bank accounts across eight
financial institutions.  An additional 20,000 cash transfers that
total $9 billion involve transfers of less than $10 million.

The SIPA Trustee continues to correlate cash transfers to
relevant movements of securities used as collateral or loaned to
counterparties.  To that end, the SIPA Trustee is now working
with various third parties to further define these securities
transactions and obtain more complete information about the
extent and basis for transfers to select parties.

A person close to the investigation had told The Wall Street
Journal that a "significant amount" of the money could have
"vaporized" as a result of chaotic trading at MF Global during
the week before the company's Oct. 31 bankruptcy filing.  WSJ
also reports that Mr. Giddens added Monday that he is looking
into possible claims against parties that include "employees of
MF Global."

The SIPA Trustee's investigation will continue, in coordination
with the regulatory and law enforcement investigations that are
being conducted by the Department of Justice, the Commodity
Futures Trading Commission, and the U.S. Securities and Exchange
Commission on an ongoing basis.

            Claims Process and Account Transfers

The SIPA Trustee's staff is continuing its analysis of customer
claims after the claims filing period for commodities customers
closed on January 31, 2012.

At this time, the SIPA Trustee anticipates significant disputed
claims against the MFGI estate by MF Global Holdings Ltd., MF
Global UK Limited, and other entities.  The SIPA Trustee will
seek to attempt to resolve these claims as quickly as possible,
but it is uncertain how long resolution will take.  Thus, it is
not known at this time when the SIPA Trustee will be legally able
to make additional distributions.

As of February 6, the SIPA Trustee has already distributed nearly
$4 billion to former MFGI retail commodities customers with US
futures positions via three bulk transfers:

(1) Within days of the bankruptcy, the SIPA Trustee received
   court approval for the transfer of 10,000 commodities
   customer accounts with three million open positions, along
   with approximately $1.5 billion in collateral associated with
   those positions at the time of the bankruptcy.  These open
   positions had a notional value of $100 billion.  It is
   estimated that 40% of all commodity futures exchange activity
   in United States markets came from MFGI trades and a serious
   disruption in markets was avoided by the transfer.

(2) A transfer of 60% of the cash attributable to approximately
   15,000 customer commodity accounts with cash only in the
   accounts, totaling approximately $500 million, was completed
   in November.

(3) In December and January a third transfer occurred that moved
   approximately $2 billion to restore 72% of US segregated
   customer property to all former MF Global Inc. retail
   commodities customers with US futures positions.

In addition, the SIPA Trustee has received Court approval to sell
and transfer approximately 318 active retail securities accounts,
which is substantially all of the securities accounts at MFGI.
Nearly all securities customers have received 60% or more of
their account value and already 194 of former MFGI securities
customers have received the entirety of their account balances
because of a Securities Investor Protection Corporation
guarantee.

A full-text copy of the preliminary report, together with
supplemental slides, is available for free at:

  http://misc/bankrupt.com/misc/MFGlobal_Feb6InterimRpt.pdf

                         About MF Global

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

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

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

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

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

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

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

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


MF GLOBAL: Customers May Lose $700 Million in Dispute
------------------------------------------------------
Kit Chellel, reporting for Bloomberg News, disclosed that MF
Global Holdings Ltd.'s clients may be the losers no matter who
wins a $700 million dispute between bankruptcy administrators in
London and New York over the return of money locked in customer
accounts.

The trustee overseeing MF Global Inc.'s liquidation is seeking
the return of money used as margin for American customers trading
in Europe, the report said.  James W. Giddens, the MFGI Trustee,
wants administrators of MF Global United Kingdom Limited to tap
into $1.2 billion it had set aside for customers with segregated
accounts, which are supposed to be protected, the report noted.

Kent Jarell, on behalf of the MFGI Trustee, said the MFGI Trustee
is prepared to use all legal avenues available to him in
recovering the customer funds, including litigation, Bloomberg
relayed.  If successful, the MFGI Trustee's claim would
significantly reduce KPMG LLP, which acts as administrators of MF
Global UK's client money pool and lower returns for the U.K.
customers, the report noted, citing two people knowledgeable of
the discussions who declined to be identified because they are
confidential.  Should KPMG prevail, U.S. customers will be
treated as unsecured creditors and face a lengthy wait for any
payout, the report continued.

Representing certain U.K. clients, Sean Donovan-Smith, Esq., at
Speechly Bircham LLP, in London, voiced uncertainty over the
outcome of the $700 million in dispute, Bloomberg relayed.  "Some
of our clients are worried that this could impact the client
money claims that have been made and they would like to see this
addressed as soon as possible."

While KPMG has found all the money in protected accounts, MFGI's
claim is the first serious threat to the return of customer funds
in the U.K., Bloomberg wrote.  "We are aware of the trustee's
claim on the client money pool," KPMG administrator Richard Heis
acknowledged in statement to Bloomberg.  "We do not agree with it
but will continue to work constructively with his team to bring
about an early resolution of the matter."

KPMG was forced to set aside funds pending the resolution of the
dispute, which means it can not return the majority of money it
has recovered to customers, people with knowledge of the matter
told Bloomberg.  The people also said KPMG wants the $700 million
to be treated as an unsecured claim, which would be paid after
clients get reimbursed from the customer money pool, the report
added.

The MFGI Trustee previously told the federal court overseeing
MFGI's liquidation that the dispute will "significantly affect,
in the near term, my ability to return a substantial amount to
U.S. customers dealing in foreign futures," Bloomberg recalled.
The MFGI Trustee is represented by Slaughter & May in the
dispute.

In related news, KPMG told a London judge that it plans to start
returning money to U.K. customers this week, Bloomberg News
reported.  Martin Pascoe, Esq., at South Square, in London, --
martinpascoe@southsquare.com -- counsel for the KPMG, said the
interim distribution would be made only to agreed claims from
customers with protected accounts, the report noted.  Those
customers will receive 26 cents for every dollar claimed, the
report added.

                         About MF Global

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

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

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

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

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

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

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

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


MF GLOBAL: Court Denies Sapere's Motion for 761-767 Administration
------------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York denied Sapere Wealth Management, LLC's
motion to direct the estates of MF Global Holdings, Ltd., and its
debtor affiliates to be administered pursuant to Sections 761-767
of the Bankruptcy Code and Section 190 of the Electronic Code of
Federal Regulations.

Administration under Sections 761-767 would treat MF Global Inc.
commodities customers that held segregated accounts as a customer
class of the Chapter 11 Debtors, entitling them to receive
payment from the Chapter 11 Debtors' estates of 100% of their
segregated-account funds on a first-priority basis, ahead of all
creditors of the Chapter 11 Debtors.

Judge Glenn explained in a memorandum accompanying his order that
he cannot apply Section 766 to the Chapter 11 Debtors' cases
pursuant to Section 105 of the Bankruptcy Code without converting
the cases to cases under Chapter 7.

Even if the Chapter 11 cases are converted to cases under Chapter
7, the estates could not be administered under subchapter IV of
Chapter 7 because the Chapter 11 Debtors do not fall under the
definition of a "commodity broker," Judge Glenn ruled.

"Sapere's Motion is supported only by conclusory allegations;
there is no evidence before the Court that the Chapter 11 Debtors
acted as FCMs and are thus subject to subchapter IV and the CEA,"
Judge Glenn determined.

Before the Court entered the order, Louis J. Freeh, the Chapter
11 Trustee for MF Global Holdings, Ltd., et al.; Sapere; and the
Commodity Customer Coalition, Inc. filed supplemental replies in
compliance with the Court's directive during the January 19, 2012
hearing on Sapere's Motion.

The Chapter 11 Trustee maintained that only MFGH's subsidiaries
operated as registered futures commission merchants and as
broker-dealers or the local equivalent and maintain futures,
options, and securities accounts for customers, as pointed out by
the Company's March 31, 2011 annual report on Form 10-K for the
year ended December 31, 2010, filed with the U.S. Securities and
Exchange Commission.

Sapere insisted that MFGH was a de facto commodities broker.  If
MFGH's bankruptcy petition is true that it has $41 billion in
assets, then the MFGH assets should be able meaningfully to
contribute to the shortfalls in customer property, Sapere argued.

The CCC, in support of Sapere, asserted that there would be less
burden placed on the bankrupt estate should customers be allowed
to take discovery as customers are more properly incentivized to
unearth the truth quickly than the MFGH and MFGI Trustees.  The
CCC complained that months of discovery conducted by the Chapter
11 Trustee and the SIPA Trustee have failed to shine light on the
location of the missing customer property.

Judge Glenn also denied Sapere's alternative request for
discovery pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure holding that private-party discovery are
unnecessary and would hinder ongoing investigations conducted by
numerous parties, including government agencies, the SIPA Trustee
and the Chapter 11 Trustee.

Judge Glenn emphasized that the denial of Sapere's Motion does
not determine the rules that apply to distributions from the
Chapter 11 Debtors' estates to MFGI customers.  The Commodity
Futures Trading Commission has argued that, pursuant to Part 190
Regulations, "property that should have been segregated, but was
not, or as to which segregation was not maintained, remains
customer property subject to priority distribution."  These
issues may have to be resolved by the Court, but not in the guise
of Sapere's Motion, the bankruptcy judge held.

The Court thus determined that it does not have the statutory
authority to grant the sought relief and, even if it did, the
Court would decline to do so.

A full-text copy of the memorandum dated February 1, 2012 is
available for free at:

   http://misc/bankrupt.com/misc/MFGlobal_Feb1MemoOpinion.pdf

                 Chapter 11 Trustee Objected

The Chapter 11 Trustee and other parties obtjected to the request
of Sapere Wealth Management, LLC, to direct the Debtors' estate
to be administered pursuant to Sections 761-767 of the Bankruptcy
Code and Section 190 of the Electronic Code of Federal
Regulations.

"The Bankruptcy Court cannot, under the guise of equity,
disregard the statutory provisions of the Bankruptcy Code to
create a charade that these are Chapter 7 cases of commodities
brokers.  Yet, this is precisely what the Movants seek," counsel
to the Chapter 11 Trustee, Brett H. Miller, Esq., at Morrison &
Foerster LLP, in New York, argues.  He insists that Sections 761-
767 or subchapter IV of Chapter 7 of the Bankruptcy Code and the
Part 190 Regulations are not applicable to the Chapter 11
Debtors.  Granting Sapere's request -- to pretend that these are
Chapter 7 cases of commodities brokers -- would be well beyond
the scope of the Court's equitable powers under the Bankruptcy
Code as it would create new substantive rights not found in the
Bankruptcy Code, he insists.  The Chapter 11 Trustee also
believes that a formal discovery sought by Sapere will only serve
as a distraction as he continues to complete the investigation
and fulfill his fiduciary obligations to actual creditors of the
Debtors' estates.

Sapere, et al., asked the Court direct the Debtors and the SIPA
Trustee to administer the Debtors' estates pursuant to Sections
761-767 in order to provide priority status to commodities
customers to the extent of their segregated accounts at MF Global,
Inc.

Sapere complains that the real "charade" is being played by the
SIPA Trustee and the Statutory Creditors' Committee.  They
pretend that the Court should deem MFGH to be, not what it
repeatedly admitted it was -- a leading, global, centrally
managed, single-point-of-contact commodities broker -- but
instead what its financial institution creditors would like MFGH
instead to have been so that they get more money, counsel to
Sapere, John J. Witmeyer III, Esq., at Ford Marrin Esposito
Witmeyer & Gleser, L.L.P., in New York, alleged.

                         About MF Global

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

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

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

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

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

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

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

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


MF GLOBAL: Ch. 11 Trustee Files Application to Employ Skadden Arps
------------------------------------------------------------------
MF Global Holdings Ltd. and its debtor-affiliates and the Chapter
11 Trustee jointly seek the Court's permission to employ Skadden,
Arps, Slate, Meagher & Flom LLP as the Debtors' bankruptcy
counsel, nunc pro tunc to the Petition Date through November 28,
2011, and thereafter as the Chapter 11 Trustee's special counsel
through March 31, 2012.

The Debtors previously employed Skadden Arps in connection with
their efforts to respond to their financial circumstances,
including, among other things, to assist them with a
restructuring of their financial affairs and capital structure,
and, as necessary, preparation of documents related to, and
representation in, any reorganization cases filed under
Chapter 11 of the Bankruptcy Code.

The Chapter 11 Trustee now desires to employ Skadden Arps as his
special counsel to:

  (a) assist him with respect to matters pertaining to the
      surrender of the leased premises at 717 Fifth Avenue,
      including interfacing with the landlord;

  (b) assist him and his other professionals with respect to tax
      refund matters; and

  (c) provide assistance and advice as sought with respect to
      matters where Skadden Arps acquired material knowledge
      during its representation of the Debtors.

The retention of Skadden, Arps as special counsel to the Chapter
11 Trustee will terminate on March 31, 2012, provided that the
Chapter 11 Trustee may extend the retention with Court approval.

Under the Engagement Agreement, Skadden Arps and the Debtors
agreed that the firm's standard bundled rate structure would
apply to these Chapter 11 cases, which was modified pursuant to
an agreement with the Chapter 11 Trustee.  Specifically, the
Chapter 11 Trustee and Skadden Arps agreed to reduce the
aggregate amount of compensation sought for professional services
rendered on and after November 28, 2011 by 10%.  Thus, Skadden
Arps will not be seeking to be separately compensated for certain
staff, clerical and resource charges.

The hourly rates under the bundled rate structure are:

     Title                              Rate per Hour
     -----                              -------------
     Partners and Of Counsel           $795 to $1,095
     Counsel and Special Counsel         $770 to $860
     Associates                          $365 to $710
     Legal assistants and support staff  $195 to $295

Skadden Arps will also be reimbursed for expenses incurred.

J. Gregory Milmoe, Esq., a partner at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York -- gregory.milmoe@skadden.com --
discloses that his firm was given a $500,000 retainer as advance
payment of prepetition professional fees and expenses incurred
and charged by the firm for the restructuring-related work.
Before the Petition Date, Skadden Arps invoiced the Debtors the
sum of $450,000 for estimated fees and expenses incurred
prepetition and applied a portion of the Retainer in payment of
that amount.

The actual amount of the fees and expenses owed to Skadden Arps
as a result of the prepetition services rendered to the Debtors
was $623,773, leaving an unsecured claim against the Debtors of
$123,773 after application of the remaining $50,000 Retainer, Mr.
Milmoe says.  Skadden Arps agrees to waive that claim in the
event an order approving this application is entered, he notes.

Mr. Milmoe further discloses that Skadden Arps has relationships
with certain parties-in-interest in matters unrelated to the
Debtors' Chapter 11 cases, a schedule of which is available for
free at:

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

Notwithstanding those disclosures, Skadden Arps is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, Mr. Milmoe assures the Court.

In a supplemental declaration, Jerrold E. Salzman, Esq., of
counsel at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois -- jerrold.salzman@skadden.com -- notes that his firm
represents CME Group Inc., and its wholly-owned subsidiaries in
matters unrelated to the Debtors; MF Global Inc., an indirect
subsidiary of MF Global Holdings Ltd.; and MF Global UK Limited.
He is one of the Skadden lawyers primarily responsible for the
CME Group Inc. relationship.

Before the Petition Date, Mr. Salzman worked with the CME trying
to facilitate the transfer of customer accounts by the Regulated
Subsidiaries with the hope that a bankruptcy could be avoided.
When the Debtors filed these Chapter 11 cases, Skadden Arps took
steps to avoid any conflict or appearance of conflict including
advising the CME to engage separate counsel to advise it in
connection with the Chapter 11 cases, he discloses.  Subsequent
to the Petition Date, he and other lawyers have provided advice
to the CME regarding the appropriate treatment of customer
accounts and collateral that have been transferred by the
Regulated Subsidiaries pursuant to the direction of the SIPA
Trustee, the Commodity Futures Trading Commission and the Court
in the SIPA proceeding, or the UK administrator in the form of
explaining the rules, regulations and operating systems governing
the clearing house and the exchanges to the CME's bankruptcy
counsel.

The firm has also not provided any other advice to the CME that
is connected to the Debtors or the Regulated Subsidiaries'
liquidation proceedings, Mr. Salzman says.  Skadden Arps may
provide advice with respect to various inquiries, investigations
or lawsuits, including assisting the CME's other counsel to
understand the CME's rules, regulations and compliance and
auditing standards, but would not advise the CME regarding the
propriety of the conduct of the Regulated Subsidiaries or
Debtors, he tells the Court.  In light of those disclosures,
Skadden Arps does not represent an interest adverse to the
Debtors' estates or the Regulated Subsidiaries, he assures the
Court.

                         About MF Global

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

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

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

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

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

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

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

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


MF GLOBAL: Singapore Liquidators Have $350-Mil. Payout to Clients
-----------------------------------------------------------------
Bob Yap, Head of Transactions and Restructuring at KPMG
Singapore, and one of the Joint and Several Provisional
Liquidators of MF Global Singapore Pte. Limited (Provisional
Liquidators Appointed, said in a statement dated Feb. 8, 2012,
that the High Court of Singapore has sanctioned the liquidators'
proposal to make an interim distribution of up to US$350 million
to customers.

"Since our appointment as provisional liquidators, we have been
working hard towards achieving our key objective of returning as
much customers' funds as early as possible, and we are glad that
the Court sanction has paved the way for this objective to be
met.  We expect to be able to start making interim payments in
late February 2012, whilst efforts continue to be made to work
towards the completion of the reconciliation of customers'
accounts and collection of the remaining customers' funds," Mr.
Yap stated.

The High Court of Singapore has sanctioned the Provisional
Liquidators' proposal to make an interim distribution of up to
US$350 million to customers of the Company identified by the
Provisional Liquidators as having proprietary interests in the
total segregated and proprietary funds of customers of about
US$405 million collected by the Provisional Liquidators to date.
This, according to Mr. Yap, represents a return of up to about
86% of the total amount of segregated and proprietary funds of
customers collected by the Provisional Liquidators.

Identified customers of the Company stand to receive up to 90% of
their proprietary entitlement to the Collected Funds under the
Interim Distribution, Mr. Yap said.  The extent of each
customer's entitlement will, however, vary from customer to
customer, he clarified.

Mr. Yap said the Provisional Liquidators will continue to work
towards completing the verification and reconciliation exercise
of customers' accounts and the books and records of the Company,
as well as collecting the remaining customers' segregated and
proprietary funds held by the Company's overseas counterparties,
clearing members and financial institutions, in Australia, Hong
Kong, Taiwan, United Kingdom, and the U.S.A.

                         About MF Global

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

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

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

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

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

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

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

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


MF GLOBAL: Futures Industry Explores New Safeguards
---------------------------------------------------
The nation's biggest banks are drafting their own ideas for a
regulatory overhaul in the wake of MF Global's collapse and the
disappearance of $1.2 billion in customer funds, Ben Protess of
The New York Times reported.

The Futures Industry Association, which represents small futures
brokerage firms and big banks that run futures businesses,
recently announced that it had created a committee to explore new
safeguards for customer money, The New York Times relayed.  The
committee named the Futures Market Financial Integrity Task Force
will consider changes like enforcing tougher internal controls
and regularly reporting the whereabouts of money to customers,
the report noted.

"Although we still do not know for certain what caused the
significant shortfall in customer segregated funds required to be
held at MF Global, any loss of customer assets is entirely
unacceptable and the reasons for the deficiency need to be
identified," Michael Dawley, chairman of the Futures Industry
Association and a managing director at Goldman Sachs, said in a
statement.

The new committee, whose members include representatives from
Goldman, Morgan Stanley and the CME Group, intends to unveil its
initial recommendations by mid-March, the report disclosed.  The
report further noted that some futures firms might also adopt
their own internal checks to prevent customer money from being
misused.

"While some of these recommendations may require regulatory
change," Mr. Dawley said, adding that the Futures Industry
Association "believes that many improvements can and should be
implemented by the industry as soon as practicable."

For its part, the Senate Agriculture Committee sent roughly 20
letters to some of the industry's biggest players last week,
seeking suggestions for new laws to protect customers, The New
York Times disclosed.  The futures industry's self-regulators,
including the CME Group and National Futures Association, have
also created their own task force to propose a regulatory
overhaul, the report added.

                         About MF Global

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

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

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

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

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

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

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

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


MOHEGAN TRIBAL: Exchange Offer to Expire on Feb. 22
---------------------------------------------------
The Mohegan Tribal Gaming Authority has extended the early tender
period in its private exchange offers and consent solicitations
until 5:00 p.m., New York City time, on Feb. 8, 2012.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date was previously
scheduled for 5:00 p.m., New York City time, on Feb. 6, 2012.

As of the original early tender date, old notes had been tendered
into the exchange offers in amounts sufficient to satisfy the
minimum tender condition with respect to the old second lien notes
and the old 2014 notes and old 2015 notes, in the aggregate, but
not with respect to the old 2012 notes and old 2013 notes, in the
aggregate.

The exchange offers are conditioned upon, among other things, the
valid tender of old notes representing at least (i) 50.1% of the
outstanding principal amount of the old second lien notes, (ii)
90%, in the aggregate, of the outstanding principal amount of the
old 2012 notes and the old 2013 notes, and (iii) 75%, in the
aggregate, of the outstanding principal amount of the old 2014
notes and the old 2015 notes.  The conditions to the exchange
offers are set forth in the offering memorandum and consent
solicitation statement, dated Jan. 24, 2012, and the related
supplement dated Feb. 3, 2012, for the exchange offers and consent
solicitations.  The conditions to the exchange offers are for the
Authority's benefit and may be asserted or waived by the Authority
at any time and from time to time, in the Authority's sole
discretion.

The exchange offers were launched on Jan. 24, 2012, and all other
terms of the exchange offers remain unchanged from the terms
announced at launch.

The exchange offers will expire at 5:00 p.m., New York City time,
on Feb. 22, 2012.

Withdrawal rights for old notes and the related consents tendered
into the exchange offers expired at 5:00 p.m., New York City time,
on Feb. 6, 2012, as scheduled, and there will be no withdrawal
rights for the remainder of the exchange offers.

Holders of old notes accepted in the exchange offers will also
receive a cash payment equal to the accrued and unpaid interest in
respect of those old notes from the most recent interest payment
date to, but not including, the settlement date of the exchange
offers.

Concurrently with the exchange offers and the consent
solicitations, the Authority is soliciting consents to the
proposed amendments from all holders of old notes that are not
eligible to participate in the exchange offers and the consent
solicitations as of the date the exchange offers and consent
solicitations commenced.  The early consent date for the retail
consent solicitation, which was previously the original early
tender date, has been extended to the revised early tender date.

Wachtell, Lipton, Rosen & Katz served as legal advisor to the
Authority.

               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.


MONTANA ELECTRIC: Feb. 14 Hearing on Final Use of Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana will convene
a hearing on Feb. 14, 2012, at 9:00 a.m., to consider entry of a
final order authorizing Southern Montana Electric, Generation and
Transmission Cooperative, Inc.'s request to use cash collateral.

The Court, in a third interim order, approved the stipulation
entered among Lee Freeman, the Chapter 11 trustee for the Debtor,
and the prepetition secured parties extending the Debtor's use of
cash collateral through Feb. 17, 2012, unless earlier terminated
due to the occurrence of a Termination Event.

As of the Petition Date, the Debtor was liable to the pre-petition
secured parties in respect of obligations under the indenture for
(i) the aggregate principal amount of not less than $85 million on
account of the notes issued under the indenture; and (ii) unpaid
fees, expenses, disbursements, indemnifications, obligations, and
charges or claims.

Subject to the Carve-Out, the Indenture Trustee, for the benefit
of the Noteholders, is granted: (i) first-priority post-petition
liens on all of the Collateral solely to provide adequate
protection for the diminution in value, if any, of the Prepetition
Secured Parties' interest in Cash Collateral, and (ii) first-
priority superpriority administrative expense claims under
Bankruptcy Code Section 507(b).

A copy of the Third Interim Cash Collateral Order is available for
free at http://bankrupt.com/misc/southernmontana.doc222.pdf

                 About Southern Montana Electric

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

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

Malcolm H. Goodrich, Esq., at Goodrich Law Firm PC, in Billings,
Montana, serves the Debtor as counsel.

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

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

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


MOSSI & GHISOLFI: Fitch Affirms Issuer Default Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed Mossi & Ghisolfi International SA's
(M&G International) Long-term Issuer Default Rating (IDR) at 'BB',
with a Stable Outlook.  Fitch has also assigned an expected rating
of 'BB-(EXP)' to the prospective $500 million senior secured notes
to be issued by the company's US subsidiary, M&G Finance
Corporation, and guaranteed by certain entities within the M&G
International group.  The final rating is contingent on the
receipt of final documents conforming to information already
received.

The $500 million senior secured notes will be issued to finance
two co-sited plants for the production of PET (polyethylene
terephthalate) and PTA (terephthalic acid) to be built in Corpus
Christi, Texas.  The prospective notes are expected to be secured
by liens on the assets of the US subsidiary M&G Polymers USA LLC,
namely the PET plant of Apple Grove and the two future PET and
PTA plants.  The notes will be guaranteed by the parent company
M&G International SA and by its US and Mexican operating
subsidiaries, which together represent 69% of the LTM EBITDA as of
September 30, 2011 and 58% of M&G International's total assets (as
of September 30, 2011).

The secured notes will be structurally subordinated to the bank
loans, both secured and unsecured, issued by the Brazilian
operating subsidiaries that are not guarantors of the notes.  This
debt amounted to EUR243 million (equivalent) at September 2011 out
of a total consolidated debt for M&G International of EUR566
million.  The new secured notes will also be structurally
subordinated to EUR111 million of bank loans raised by the Mexican
operating subsidiaries which are secured.  EUR74 million of loans
in Mexico (including EUR37 million secured loans) are secured
against receivables from the US operating company (effectively
guaranteed by the US operating company).  In addition, certain
financing agreements in the Mexican and Brazil subsidiaries could
restrict dividend payments from these subsidiaries to the parent
company M&G International, thus limiting access to liquidity and
operating cash flows for the US subsidiary that will issue the
notes.  The agency believes the existing built collateral of the

notes offers only limited benefit to noteholders, given the
significant execution risk on the two new US plant.

The affirmation of M&G International's rating reflects its strong
market position in the PET sector and its solid market shares in
the North and South American markets.  In particular, Fitch
considers M&G International is exposed to lower business
cyclicality compared to competitors.  M&G International's key
customer base is characterized by multiple long-term contracts,
which typically have a tenor of over three years, providing some
protection against volume declines during downturns.  The above-
industry average size of the group's operating facilities and its
modern production capacity support the company's low-cost position
and offer some protection against margin erosion.   Fitch also
views positively M&G International's strong presence in Brazil and
Mexico, which offers higher long-term growth potential compared
with the more mature US market.

However, the agency considers risk factors to be the limited
diversification of the group in terms of products and geographies,
as well as the high customer concentration.

The ratings are constrained by M&G International's financial
profile, as debt and interest coverage metrics are in line with
the mid-to-low end of the 'BB' rating category.  Based on its
conservative estimates, the agency expects the FFO net leverage
ratio to increase to a peak of 4.4x in 2013 from 3.1x at
December 2010 as a consequence of capital expenditure associated
with the new PET and PTA plants (totalling circa US$750 million).
This level of leverage would not be in line with the 'BB' rating
level, thus leaving limited financial flexibility.  However, the
agency expects significant and fast deleveraging as soon as the
new plants are up and running and cost benefits materialize.

However, Fitch notes that the construction of these plants remains
subject to certain execution risks, including cost overruns and
financing risk.  The long build times imply a time lag between the
capex significant cash out-flows and the benefits in terms of
improved EBITDA and cash generation.  The investment could
therefore result in an increased pressure on M&G International's
liquidity and leverage.

Fitch also considers that the numerous transactions between M&G
International and other companies in the M&G group reduce the
overall transparency and represent a risk factor.  Although the
agency notes that certain covenants included in the prospective
bond documentation should limit new related party transactions in
the future, the current corporate governance concerns could prove
an obstacle to an investment grade rating.

In calculating leverage ratios, Fitch did not include in its debt
calculation the EUR133 million hybrid bonds issued by M&G
International that were bought back by its shareholder, M&G
Finanziaria.  Management has indicated that part of outstandings
will not be repaid in cash by M&G International to M&G Finanziara
but will be offset against other intra-group credits.  The
remaining part of the hybrid bond that is still held by third
parties (EUR67 million) was considered as full debt by Fitch, with
no equity credit.  As permitted under the documentation,
since 2009 M&G International has chosen not to pay accrued, or
resume paying, interest on these bonds.

Fitch considers M&G International's liquidity as adequate for the
current rating level.  Liquidity is supported by EUR71 million
available cash (net of EUR45 million restricted cash, pledged as a
guarantee for a loan issued by the shareholder company M&G
Finanziaria Srl) and EUR75 million available committed
facilities. Together with the expected positive CFO for 2012,
liquidity is sufficient to cover the EUR140 million debt
maturities in 2012 (including short-term facilities).

A significant improvement in trading conditions and operating cash
flow generation, allowing the company to finance the new
investment plan while maintaining FFO net leverage below 3.0x,
could drive a positive rating action.  Conversely, a deterioration
in trading conditions and cost overruns for the new capex that
lead to FFO net leverage above 4.5x, would likely drive a negative
rating action.

The expected rating of 'BB(exp)' previously assigned to a
prospective US$500 million senior unsecured bond has been
withdrawn, as these notes were eventually not issued.

M&G International is one of the world leaders in the production of
bottle-grade PET resins, used for packaging in the food and
beverage industries.  The company owns three production sites in
US, Mexico and Brazil.  The company is a subsidiary of M&G
Finanziaria Srl an Italian chemical company, ultimately owned
by the Ghisolfi family.


MSR RESORT: Has Final OK to Obtain Balance of Financing of $15MM
----------------------------------------------------------------
On Jan. 25, 2012, the U.S. Bankruptcy Court for the Southern
District of New York entered a second final order authorizing MSR
Resort Golf Course LLC, et al, to obtain additional secured,
superpriority postpetition financing, up to the aggregate
principal amount of $15 million, pursuant to the Original DIP
Credit Agreement, dated as of March 21, 2011.

A copy of the Second Final DIP Financing Order is available for
free at http://bankrupt.com/misc/msrresort.doc974.pdf

The DIP Lenders have committed to provide up to $30 million in
postpetition secured financing.

A copy of the DIP Financing Agreement is available for free at:

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

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MSR RESORT: Lease Decision Period Extended Until April 29
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended until April 29, 2012, within which MSR Resort Golf
Course LLC, et al, must assume or reject certain operating leases
of non-residential property.

A list of the operating leases of non-residential property is
available at http://bankrupt.com/misc/msrresort.doc975.pdf

As reported in the TCR on Jan. 17, 2012, the Debtors relate that
on Dec. 1, 2011, the Debtors commenced an adversary proceeding,
seeking a declaratory judgment that Hilton (Waldorf Astoria
Management LLC) is equitably estopped from seeking to enforce the
terms of certain non-disturbance and attornment agreements.  On
Dec. 15, the Court entered the stipulation and order setting
litigation schedule for an adversary proceeding.

The Debtors note that they and Hilton are engaged in discovery,
which is scheduled to conclude no later than Feb. 15, 2012.  A
trial on the merits is scheduled for March 12 - 14.  In
conjunction with the ongoing litigation, the Debtors continue to
negotiate with Hilton and they remain hopeful for a consensual
resolution with Hilton.

The Debtors assert that it would not be prudent to make
determinations concerning the assumption or rejection of the
operating leases on or before April 29.  The Debtors are in the
process of soliciting and evaluating proposals from alternative
Resort managers, and the requested extension will provide the
Debtors with the additional time necessary to bring these efforts
to fruition.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUNICIPAL MORTGAGE: MLCS Extends Forbearance Until June 2013
------------------------------------------------------------
Municipal Mortgage & Equity, LLC, together with its indirect
wholly owned subsidiaries, MuniMae TEI Holdings, LLC, MMA
Financial Holdings, Inc., and MuniMae TE Bond Subsidiary, LLC,
entered into a Second Amended and Restated Forbearance Agreement
with Merrill Lynch Capital Services, Inc., and Merrill, Lynch,
Pierce, Fenner & Smith Incorporated, for which TEB's common stock
is pledged to support collateral requirements related to certain
debt and derivative agreements.  Merrill Lynch agrees to forbear
from exercising remedies with respect to the Company's inability
to comply with a net asset value requirement contained in the
interest rate swap agreements of the Company and certain of its
subsidiaries, until the earlier of June 30, 2013, or the date on
which Forbearance Release Terms have been satisfied.

The key components to the Forbearance Release Terms are:

   * Approximately $8.3 million in debt investments held by the
     Counterparty which the Company has guaranteed will have been
     repurchased by the Company or its subsidiaries.

   * Derivative agreements between the Counterparty and the
     Company (or its subsidiaries) with an overall net liability
     of approximately $15.5 million at Dec. 31, 2011, will have
     been either terminated or collateralized with cash or cash
     equivalents.

   * At least on a quarterly basis, a portion of TEB's
     distributions to its common shareholder, TEI, will be used to
     repurchase the debt instruments and collateralize or
     terminate net derivative exposure.

   * Certain guarantee exposure between the Counterparty and the
     Company will have been fully collateralized with cash, cash
     equivalents or a letter of credit acceptable to the
     Counterparty.

   * TEB will have calculated common shareholder equity of not
     less than $200 million, pursuant to the methodology set forth
     in the agreement.

   * TEI will have a net asset value of not less than
     $225 million.

Upon satisfaction of the Forbearance Release Terms, the
Counterparty will replace the Company's minimum net asset value
requirement with a requirement that TEI maintain net asset value
of not less than $225 million.

Also, TEI and the Counterparty entered into an amendment to the
pledge agreements whereby TEI has pledged its 100% common equity
interest in TEB to the Counterparty.  The amendment provides for a
release of the pledged common equity of TEB once the Forbearance
Release Terms have been satisfied and certain guarantee exposure
and other obligations of the Company or its subsidiaries have been
fully collateralized with cash or cash equivalents.  An additional
release condition is that TEI must obtain the written consent of
the Counterparty before pledging, selling or transferring TEB's
common equity.

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

                        http://is.gd/YLaP7f

                        Director Appointment

On Feb. 6, 2012, the Board of Directors of Municipal Mortgage &
Equity, LLC, appointed Francis X. Gallagher as a new director of
the Company effective immediately.  Mr. Gallagher will receive
compensation and perquisites in accordance with policies and
procedures previously approved by the Board of Directors for non-
employee directors of the Company.

Mr. Gallagher is a Managing Partner at Charlesmead Advisors LLC,
where he leads investment banking efforts to focused subsectors
within the telecommunications industry, including wireline and
wireless services and internet infrastructure.  From 2005 to 2011,
Mr. Gallagher was a Managing Director at Stifel Nicolaus Weisel,
Incorporated, a leading investment bank, where he managed and led
the Telecommunications Industry Banking Group.  Prior to that, Mr.
Gallagher spent eight years in a variety of  positions with Legg
Mason Wood Walker Incorporated, where he was responsible for
investment banking services for a variety of large and small-
capitalization telecommunications companies.  Prior to that, Mr.
Gallagher was a Partner at Venable LLP where he provided mergers
and acquisitions, corporate finance and banking services to a host
of clients.  Mr. Gallagher began his career at the New York-based
law firm of Winthrop, Stimson, Putnam & Roberts.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

The Company also reported a net loss of $47.59 million on
$73.87 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $69.65 million on
$80.05 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.93 billion in total assets, $1.22 billion in total liabilities
and $707.23 million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

                         Bankruptcy Warning

The Company's ability to restructure its debt is especially
important with respect to the subordinated debentures.  The
weighted average pay rate on the remaining $196.7 million (unpaid
principal balance) of subordinated debentures was 2.1% at
Sept. 30, 2011.  The Company's pay rates are due to increase in
the first and second quarters of 2012, which will bring the
weighted average pay rate to approximately 8.6%.  The Company does
not currently have the liquidity to meet these increased payments.
In addition, substantially all of the Company's assets are
encumbered, which limits its ability to increase its liquidity by
selling assets or incurring additional indebtedness.  There is
also uncertainty related to the Company's ability to liquidate
non-bond related assets at sufficient amounts to satisfy
associated debt and other obligations and there are a number of
business risks surrounding the Company's bond investing activities
that could impact its ability to generate sufficient cash flow
from the bond portfolio.  These uncertainties could adversely
impact the Company's financial condition or results of operations.
In the event the Company is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
liquidity from the sale of non-bond related assets or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing.


NCO GROUP: Signs AVC with Several States; To Pay $575,000
---------------------------------------------------------
NCO Financial Systems, Inc., a subsidiary of NCO Group, Inc., has
signed Assurance of Voluntary Compliance agreements with the
following States: Alaska, Arkansas, Idaho, Illinois, Iowa,
Kentucky, Louisiana, Michigan, Nebraska, Nevada, New Mexico, North
Carolina, North Dakota, Ohio, Oregon, Rhode Island, South
Carolina, Vermont, and Wisconsin.  Under the terms of the AVC,
without admitting any wrongdoing, NCO has agreed to pay $575,000
to the Multi-State Group.  The payment will be used by the States
as reimbursement for their attorney's fees, investigative costs
and various consumer protection purposes.  NCO has also agreed to
take certain steps, including additional training and the
continued monitoring of its agents, in order to improve overall
compliance.  NCO will also establish a consumer restitution fund
of $50,000 for each State in the group.  This fund will be used to
reimburse consumers who can show that they have wrongly paid NCO.

Commenting on these recent developments, Ronald Rittenmeyer, NCO's
Chief Executive Officer, stated: "NCO is proud of its record on
consumer compliance.  We are pleased to resolve the Multi-State
Group's concerns, as well as upgrade our compliance processes, all
which will permit us to improve our consumer interaction.  As the
largest provider of accounts receivable collection services in the
world, we will continue to set the highest standards of compliance
for the industry."

                       About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities
and a $17.89 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.

In the Dec. 19, 2011, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'CCC+' issuer credit rating on NCO
Group Inc. and removed the rating from CreditWatch with positive
implications.

"The rating action follows NCO's recent announcement that it is
not proceeding with the previously proposed $300 million notes
offering that it planned to use, in conjunction with a proposed
$870 million new senior secured credit facility, to repay its
existing debt and to help finance its merger with APAC Customer
Services Inc.," said Standard & Poor's credit analyst Kevin Cole.
Concurrent with the closing of the debt offerings, it was planning
to change its name to Expert Global Solutions Inc.


NET ELEMENT: Signs $100,000 Subscription Pact with Felix Vulis
--------------------------------------------------------------
Net Element, Inc., on Feb. 2, 2012, entered into a Subscription
Agreement with one of its directors, Felix Vulis, pursuant to
which Mr. Vulis purchased from the Company for $100,000: (i)
666,667 shares of common stock of the Company; (ii) a three-year
warrant to purchase up to an additional 666,667 shares of common
stock of the Company with an exercise price of $0.25 per share;
(iii) a three-year warrant to purchase up to an additional 666,667
shares of common stock of the Company with an exercise price of
$0.50 per share; and (iv) a three-year warrant to purchase up to
an additional 666,666 shares of common stock of the Company with
an exercise price of $1.00 per share.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company also reported a net loss of $23.53 million on $143,988
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.62 million on $0 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.95 million in total assets, $5.69 million in total liabilities,
and a $3.73 million total stockholders' deficit.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.


NETFLIX INC: Moody's Says 'Ba2' Rating Unaffected by Verizon JV
---------------------------------------------------------------
Moody's Investors Service said that Netflix, Inc.'s (Netflix) Ba2
rating and stable outlook is not impacted by Verizon
Communication's (A3 senior unsecured rating)announced joint
venture with Coinstar's Redbox business to launch a new video
entertainment rental subscription service. The venture will allow
customers to use Redbox's video-kiosks for DVD and Blu-Ray rentals
as well as an online video-on-demand streaming and download
service. While Moody's believes the partnership will lead to
increasing competition, such competition has been anticipated
within the company's Ba2 rating. Moody's believes that there will
be other competitors as well, any of which may be disruptive for
Netflix. However, Netflix is presently far ahead of all
competitors in terms of subscribers (over 24 million in the US)
and presently unrivaled DVD and streaming rights to film and
television content. In Moody's view, Verizon brings capital and
network capability to the Redbox business, however, the
announcement is not material enough to impact Netflix's ratings
which already account for competitive risk in the evolving content
distribution industry.

Verizon's partnership with Redbox reflects the movement of pay
television distributors, which previously only offered linear
programming, to now offer more robust video on demand services,
particularly on a subscription basis. Examples include Dish
Network's (Ba2 CFR) Blockbuster offering, Comcast's XFinity
service and TV Everywhere initiatives such as HBO Go and Showtime
Anytime which are expected to allow pay TV subscribers to stream
content through standalone portals or online authentication of pay
TV subscribership. As competitors strengthen their product
offerings with deeper libraries, and at competitive pricing and
elegant online interfaces, and more companies enter the playing
field, Moody's believes Netflix will find it more challenging to
dominate as it does for the streaming and physical DVD rental
market, and will likely see pressure on churn and pricing.

One of the key threats posed by the Verizon-Redbox partnership, is
the combination of physical media through Redbox's rental kiosks
and instantly available online streaming content, which Moody's
believes Verizon will ramp up quickly by leveraging its scale and
industry relationships. Netflix had previously tapped into a
significant subscriber base which wanted to enjoy the best of both
worlds, by using streaming content to watch serialized television
content and older movies, and using DVD shipments to fill in the
gaps and for new releases. However, Netflix's recent price changes
and elimination of a value hybrid offering in the second half of
2011, in Moody's view, have made it more vulnerable to competitors
if they build a comparable library of content, chose to price more
competitively, and aggressively get software on home premises
devices such as DVD players, TVs and game systems. Moody's
believes that Netflix's push to accelerate the transition of most
customers to the streaming business clearly underestimated the
value that its customers placed upon having access to both
services for the same low cost, which has likely been the driver
behind the company's rapid growth. This misstep has opened the
door for competitors like Blockbuster, Amazon, iTunes and now
Verizon/Redbox to offer a hybrid product and become an alternative
for Netflix if they can quickly close the significant gap between
their content offerings and that of Netflix. At the current slow
pace, Moody's believes that this will take several years.

In the face of these competitive threats, Netflix is still miles
ahead of its competitors and has the benefit of an established
subscriber base which allows it to invest in much more content
spending than its competitors without losing money in the near
term. In Moody's view, it has a 2-3 year first mover lead, and
benefits from an established brand name and marketing program,
numerous content deals already in place, a top-notch user
interface and the ability to leverage its subscriber history and
technology to tailor recommendations for its customers and to
integrate with social media. In addition, Moody's believes that
investment in international markets will provide the company with
a comfortable lead in those nations as well. Moody's also believes
that with around 80 million broadband households in the US and
growing, relative to Netflix's 24 million subscribers, the content
streaming industry can support up to 3-4 robust competitors once
fully penetrated.

Netflix's Ba2 rating already accounts for potential volatility in
subscriber growth and other hiccups the company might face due to
the immature and rapidly evolving nature of the industry with
multiple new entrants. As a result, while increasing competition
does not result in downward pressure on the company's Ba2 rating
and its stable outlook remains unchanged, the underlying risks
constrain the rating from any upward movement as well.

Netflix Inc., with its headquarters in Los Gatos, California, is
the largest DVD and online movie rental subscription service in
the United States with annual revenues of approximately $3.2
billion.


NEW CENTURY FIN'L: Court Disallows Galope's $350T Secured Claim
---------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey disallowed and expunged in full
Claim No. 4131 filed by Helen Galope on July 29, 2011, for
$350,000 secured, plus unliquidated amounts.  The liquidating
trust created under the bankruptcy-exit plan for New Century TRS
Holdings, Inc., and its debtor-affiliates objected to the claim.
A copy of the Court's Feb. 7, 2012 order is available at
http://is.gd/QzXH6Gfrom Leagle.com.  A copy of the Court's
Memorandum explaining its ruling is available at
http://is.gd/xw8Ajtfrom Leagle.com.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEWPAGE CORP: Has Until May 4 to Propose Chapter 11 Plan
--------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended NewPage Corp., et al.'s exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until May 4, 2012, and July 3, respectively.

As reported in the Troubled Company Reporter on Jan. 23, 2012, the
Debtors asked the Court to extend their exclusive periods to file
and solicit acceptances of a plan until July 3, 2012, and Sept. 1,
2012, respectively.

The Debtors told the Court that their business plan for a
reconfigured entity is only just being completed and, thus, more
time is needed to complete these efforts.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


OCEAN PLACE: AFP 104 Opposes Confirmation of Debtor's Plan
----------------------------------------------------------
AFP 104 Corp., asks the U.S. Bankruptcy Court for the District of
New Jersey to deny the confirmation of the Second Amended Plan of
Reorganization proposed by Ocean Place Development, LLC.

AFP 104 explains that the Plan contains so many infirmities,
including so many provisions that fail to comply with applicable
law, that the Plan is patently unconfirmable.

As of the Petition Date, the Debtor owed AFP $56,003,529, which
claim is secured by a first priority lien on all the Debtor's
assets, including the hotel.

According to AFP 104, among other things:

   i. The Plan is not fair and equitable in the manner it proposes
      to treat the claims of AFP 104;

  ii. The injunction and releases provided to the guarantors
      under the Plan violate the bankruptcy code;

iii. The Plan violates the absolute priority rule by providing
      Tiburon Ocean Place with an ownership interest in the
      Reorganized Debtor in exchange for no new value; and

  iv. The settlement with the City must not be approved because it
      is not reasonable or in the best interests of the estate.

In this relation AFP 104, also objected to the Debtor's motion for
an order disqualifying the Class 3 votes of AFP 104 pursuant to
Bankruptcy Code Section 1126(e), because, among other things:

    * The assignments to AFP 104 of the Tiburon Entities' voting
      rights are enforceable and be upheld by the Court; and

    * Votes on behalf of the Tiburon Entities must not be
      designated or disqualified because AFP has not acted in bad
      faith.

Additionally, AFP 104 asked that the Court enter an order granting
the cross motion because disqualification of the Tiburon Entities'
votes is necessary and proper because the Tiburon Entities have
violated their obligations under the standstill agreement and
guaranty.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., John K.
Sherwood, Esq., and Wojciech F. Jung, Esq., at Lowenstein Sandler,
in Roseland, N.J., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.

Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.


OCEAN PLACE: Opposes AFP 104's Liquidating Plan
-----------------------------------------------
Ocean Place Development, LLC asks the U.S. Bankruptcy Court for
the District of New Jersey to:

   i) deny the confirmation of the Second Amended Plan of
      Liquidation proposed by creditor AFP 104 Corp.;

  ii) deny the relief sought by the recharacterization motion; and

iii) confirm its Plan.

According to the Debtor, the AFP Plan, among other things:

   -- incorrectly presumes that the other unsecured claims will be
      recharacterized as equity;

   -- is patently unconfirmable because the plan improperly
     classifies certain claims; and

   -- is not fair and equitable and discriminates unfairly
     against unsecured creditors.

Additionally, the Debtor states that AFP's proposed sale process
is a sham.

As reported in the Troubled Company Reporter on Feb. 7, 2012,
Roberta A. Deangelis, the U.S. Trustee for Region 3, has asked to
deny the confirmation of the Second Amended Plan of Liquidation
proposed by creditor AFP 104 Corp.

According to the U.S. Trustee, the Plan is not confirmable because
it contains overboard third party release, injunction and
exculpation clauses, which are contrary to applicable law in the
Third Circuit.

AFP filed the Plan on Dec. 1, 2011, which provided that assets of
the Debtor will be sold at an auction conducted after the
confirmation date.  If AFP is the successful bidder, it will
contribute a cash payment of $600,000 and any proceeds in excess
of its secured claim will be transferred to a Liquidating Trustee.
If AFP is not the successful purchaser at the sale, it will
receive cash on the Effective Date in the amount of the AFP
Secured Claim, and therefore AFP will not be making the $600,000
financial contribution to the estate.

United States Trustee requested that confirmation of the Plan not
be approved as drafted.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., John K.
Sherwood, Esq., and Wojciech F. Jung, Esq., at Lowenstein Sandler,
in Roseland, N.J., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.

Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.


OMEGA NAVIGATION: Has Access to Cash Collateral Until April 16
--------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas authorized, in a second order, Baytown
Navigation, Inc., et al., to use the cash collateral of the
existing secured lenders.

HSH Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of $242,720,000, plus accrued and accruing
interest and all other amounts.

The junior lenders assert a lien on inter alia, the ships, all
cash collateral and all prepetition collateral pursuant to a
$42,500,000 loan dated March 27, 2008.

The Debtor would use the cash collateral to fund its postpetition
business operations until April 16, 2012.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property, consistent
      with the Debtors' prepetition practices.

A status conference on the motion will be held Feb. 27, 2012, a
2:00 p.m.

A further hearing on the Debtors' request to use cash collateral
is set for April 9, 2012, at 2:00 p.m.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OPEN RANGE: Seeks to Convert Bankruptcy Case to Chapter 7
---------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Open Range
Communications Inc. asked a Delaware court on Monday to convert
its Chapter 11 case to Chapter 7, saying it was unlikely to have a
reorganization plan resolving the Internet provider's potential
claims against the U.S. Department of Agriculture over a
$267 million loan.

Open Range sought permission to convert the bankruptcy case and
appoint a Chapter 7 trustee who would liquidate what remains of
the company's assets.  The move was prompted by the lack of a
settlement between Open Range and the USDA, Law360 relates.

                          About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection, Open Range said it would shut
down and liquidate the network if a buyer couldn't be found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.

In December 2011, Ann Schrader at the Denver Post reported that
Open Range has shut down operations after failing to get the
broadcast spectrum it needed, problems with network quality and
vendors, and the "sporadic" flow of money from a $267 million
federal loan, of which Open Range owes a balance of $73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
Debtor's assets.


OVERLAND STORAGE: Jon Gruber Discloses 7.3% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jon D. Gruber and his affiliates disclosed that, as of
Jan. 31, 2012, they beneficially own 1,713,000 shares of common
stock of Overland Storage, Inc., representing 7.3% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/4y0Z4e

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OXYSURE SYSTEMS: Extends CEO's Employment for One Year
------------------------------------------------------
OxySure Systems, Inc., entered into a fourth modification to its
employment agreement with Julian T. Ross, dated Jan. 15, 2009, as
amended.  Mr. Ross currently serves as the Company's Chief
Executive Officer, President, Chief Financial Officer, and
Secretary.

The effect of the Agreement Modification is to extend the expiry
of the Agreement from Jan. 15, 2012, to Jan. 15, 2013.
All other provisions of the Agreement will remain unchanged.

                       About OxySure Systems

Frisco, Tex-based OxySure Systems, Inc., was formed on Jan. 15,
2004, as a Delaware "C" Corporation for the purpose of developing
products with the capability of generating medical grade oxygen
"on demand," without the necessity of storing oxygen in compressed
tanks.  The Company developed a unique technology that generates
medically pure (USP) oxygen from two dry, inert powders.  Other
available chemical oxygen generating technologies contain hazards
that the Company believes make them commercially unviable for
broad-based emergency use by lay rescuers or the general public.

The Company's launch product is the OxySure Model 615 portable
emergency oxygen system.  The Company believes that the OxySure
Model 615 is currently the only product on the market that can be
safely pre-positioned in public and private venues for emergency
administration of medical oxygen by lay persons, without the need
for training.

The Company also reported a net loss of $1.20 million on $120,055
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.29 million on $329,919 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1 million
in total assets, $3.97 million in total liabilities, and a
$2.97 million total stockholders' deficit.

Recoverability of a major portion of the recorded asset amounts
shown in the accompanying Sept. 30, 2011, balance sheet is
dependent upon continued operations of the Company, which in turn
is dependent upon the Company's ability to meet its financing
requirements on a continuing basis, to maintain present financing,
and to generate cash from future operations.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


PALOMAR POMERADO: Fitch Affirms Ratings on Bonds at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating on the following bonds
issued by Palomar Pomerado Health System (PPH), California:

  -- $159,056,000 certificates of participation (COPs) series
     2010;
  -- $228,231,000 COPs series 2009;
  -- $171,534,000 COPs series 2006A-C;
  -- $28,741,000 insured refunding revenue bonds series 1999.

The Rating Outlook is Stable.

The bonds are secured by a general revenue pledge of the obligated
group.

PPH is a California hospital district that operates two hospitals
in northern San Diego County.  In FY 2011, PPH had $550 million in
total health care revenue.  PPH's overall financial profile
exhibits a high debt burden, low liquidity, and adequate
profitability.  The district is in the midst of a large and
expansive construction of a replacement facility.  Funding needs
led to sizable issuances of both revenue-secured and general
obligation bonds.  Fitch's analysis of financial and debt metrics
excludes the general obligation bonds outstanding, which are
secured by an unlimited ad valorem tax.  Fitch rates the general
obligation bonds 'A+' with a Stable Outlook.

The district's high debt burden reflects the large amount of debt
that was issued to fund its large $1.06 billion facility master
plan.  The district issued $496 million in general obligation
bonds and $384 million in revenue bonds in support of its master
facility plan.  Funding sources have fluctuated over the last few
years and have been pressured by a drop in philanthropy, increased
project cost, and the need to fund a central utility plant that
was initially to be financed by a third party.  These factors led
to an unanticipated issuance of $160 million in revenue bonds in
2010.

To date, construction is on time and on budget.  As of Sept. 30,
2011, the district had $146 million in bond funds remaining.
Management expects to exhaust all bond funds by April 2012.  After
that, PPH intends to use $92 million in working capital to bring
the new facility online, which is slated for third quarter 2012.

Indicative of the high leverage position, maximum annual debt
service (MADS) accounted for a high 7.6% of total operating
revenue and coverage by 2011 EBITDA was weak at 1.2 times (x).
Both metrics compare unfavorably to Fitch's respective 'BB'
medians of 3.4% and 1.7x.  Further, debt to capitalization was a
very high 61.9%.

The district's balance sheet demonstrates very good cash balances
relative to expenses for the current rating. As of Oct. 31, 2011
(four-month interim), Palomar Pomerado Health had $184.4 million
in unrestricted cash and investments, translating into a very good
139.4 days-cash-on-hand (DCOH), which far exceeds the 97.7 DCOH
median for the rating category.  However, due to its sizable debt
burden, the district's cash to debt and cushion ratio positions of
31.7% and 4.4x, respectively, are very weak.

Though pressured in FY 2011, PPH's operating profitability,
exclusive of property tax income, remains adequate for the current
rating. PPH generated $6.8 million in operating income in FY 2011,
or a 1.2% operating margin, which compares favorably to Fitch's
0.4% median for the rating category, but is down from the 2.4%
margin in the prior year.  The drop in FY 2011 profitability was
attributed to soft patient volume growth as the region remains
affected by the weak economy.  Through the four-month interim
period ending Oct. 31, 2011, year-over-year profitability improved
as PPH has posted operating income of $4.4 million, compared to
$2.2 million in the prior year's period.  The improved
profitability is largely attributed to cost saving measures
implemented by PPH and modest revenue growth.

PPH's overall profitability is further buttressed by its status as
a California Hospital District, a political subdivision of the
State of California.  PPH receives unrestricted property tax
revenues from a fixed share of the 1% property tax levied by the
County of San Diego on all taxable real property in PPH's
boundaries.  In FY 2011, PPH received $12.6 million in
unrestricted property tax revenues.  These revenues are in
addition to, and are separate from, the ad valorem tax revenues
generate by the separate voter-approved tax levy that is pledged
solely for the payment of principal and interest on PPH's $496
million series 2005, 2007, 2009, and 2010 GO bonds.

Further, Fitch views positively PPH's strategic operating
relationships with Kaiser Permanente and Rady Children's Hospital
(both rated 'A+' by Fitch).  Along with PPH's creation of its
medical foundation, Arch Health Partners, and its continued
investments in its electronic medical records, these actions
should position PPH well in a post healthcare reform era.

The Stable Outlook reflects Fitch's expectation that management
will successfully complete its master facility plan without
further deterioration in PPH's liquidity and leverage positions.

PPH covenants to provide annual audited financial reports and
unaudited quarterly financial statements to bondholders.
Quarterly information, including a balance sheet, income
statement, and statement of changes in net assets will be provided
within 45 days after the end of each of the first three fiscal
quarters.


PEGASUS RURAL: Files Plan to Pay All Creditors in Full
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that subsidiaries of Xanadoo Co. filed a draft
reorganization plan on Feb. 7 calling for the sale of licenses in
the 700 megahertz spectrum for enough to pay all secured and
unsecured creditors in full, with interest.  The plan will be
funded either by a new loan or by selling the business and the
assets.

In addition to 10,000 customers in smaller markets in parts of
Texas, Oklahoma and Illinois, the company says the spectrum
licenses are worth $200 million to $400 million, based on "recent
transactions" in that frequency band.  The licenses were purchased
in Federal Communications Commission auctions in 2000 and 2001 for
$96 million.  The licenses cover geographic areas with a
population of 164 million.

Debt to be paid in the plan includes $52 million under a secured
credit agreement.  The plan wasn't accompanied by an explanatory
disclosure statement.

                      More Exclusivity Sought

Mr. Rochelle also reports that the companies, including Pegasus
Rural Broadband LLC, also filed a second motion for a four-month
extension of the exclusive right to propose a Chapter 11 plan.  If
approved by the bankruptcy judge at a March 9 hearing, exclusivity
will be pushed out to June 6.

The exclusivity motion specifies that if the company can't find a
buyer or lender to finance the plan, the assets will be turned
over to secured creditors.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.

On Oct. 14, 2011, the Court denied the motion to dismiss the
Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a
Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural
Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC.

In December 2011, the Debtors were authorized in December to
borrow an additional $500,000 from the parent, bringing the
financing package to $3 million.


PENINSULA HOSPITAL: Taps HMS to Provide Reimbursement Services
--------------------------------------------------------------
Peninsula Hospital Center, et al., ask the U.S. Bankruptcy Court
for the Eastern District of New York for permission to employ
Healthcare Management Solutions, LLC, to provide financial and
healthcare reimbursement services, nunc pro tunc to Sept. 26,
2011.

More specifically, HMS will provide these services:

1. Review published rates;

      I. Review Medicaid rates for accuracy and financial impact,
         as promulgated;

     II. Review Medicare rate component changes for accuracy and
         financial impact when published or revised; and

    III. Prepare appeals with supporting documentation as needed;

2. Review estimates for third-party receivables and liabilities;

      i. Medicare ? disproportionate share; graduate medical
         education; Medicare bad debts;

     ii. Medicaid ? volume adjustment; actual capital vs. budgeted
         capital; prospective and other rate adjustments; new \
         rebased rates;

    iii. NYS disproportionate share audits;

     iv. NYS HCRA surcharge audits; and

      v. Other, such as public good pools, recruitment and
         retention funding;

     vi. Other reimbursement issues relevant to PHC & PGN;

3. Estimate financial impact of regulatory and reimbursement
    methodology changes;

4. Assist, as necessary, in preparation and/or review of the
    medicare and NYS institutional cost reports;

5. Review or assist with preparation of the operating budget (or
    develop as needed);

6. Review month end revenue test analysis tool (or develop
    analytical tool as needed);

7. Review AR valuation analysis and payment history/average
    collection rates (or develop analytical tool as needed);

8. Develop Monitoring tool for payment denials;

9. Assist with filing Federal and State tax returns;

10. Assist with year end analysis as necessary;

11. Assist with finance and accounting projects and tasks as
    needed, including the preparation of monthly operating
    reports; and

12. Provide ongoing education and support to staff, as needed.

The Debtors and HMS have agreed that HMS will be paid according to
the following hourly rates: principal consultants $275 per hour
and senior consultants $225 per hour.

Marianne Muise, the principal and founding member of HMS, attests
that HMS is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., has been appointed by the Court as
examiner in the Debtors' cases.  He is tasked to conduct an
investigation of the Debtors' relationship and transactions with
Revival Home Health Care, Revival Acquisitions Group LLC, Revival
Funding Co. LLC, and any affiliates.  Certilman Balin, & Hyman,
LLP, which counts Mr. McCord as one of the firm's members, serves
as counsel for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


POLAROID CORP: Petters Execs. Dodge Fund's Suit Over Interests
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Minnesota
federal judge on Thursday tossed claims that two officers of
Thomas Petters' companies convinced an asset management company to
invest in a $3.65 billion Ponzi scheme in exchange for an interest
in Polaroid Corp., saying the case mirrors several bankruptcy
adversary proceedings.

                       About Polaroid Corp.

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  Polaroid
filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D.
Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D.
Minn. Case No. 08-46617).  PLR Acquisition LLC, a joint venture
composed of Hilco Consumer Capital L.P. and Gordon Brothers
Brands LLC, acquired most of Polaroid's assets -- including the
Polaroid brand and trademarks -- in May 2009.  They paid $87.6
million for the brand.  Debtor Polaroid Corp. was renamed to PBE
Corp. following the sale.  The case was converted to Chapter 7 on
Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7
Trustee.

The jointly administered Chapter 7 bankruptcy estates are Polaroid
Corp., Polaroid Holding Company, Polaroid Consumer Electronics,
LLC, Polaroid Capital, LLC, Polaroid Latin America I Corporation,
Polaroid Asia Pacific LLC, Polaroid International Holding LLC,
Polaroid New Bedford Real Estate, LLC, Polaroid Norwood Real
Estate, LLC, and Polaroid Waltham Real Estate, LLC.


POST HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Louis-based Post Holdings Inc., a
manufacturer of ready-to-eat (RTE) cereal.

"We assigned our 'BB' issue-level ratings to Post's $350 million
senior secured credit facilities, which consist of a $175 million
revolving credit facility and $175 million term loan A, both of
which are due in five years. The recovery rating on these
facilities is '1', indicating our expectation for very high (90%
to 100%) recovery in the event of a payment default. We also
assigned our 'B+' issue-level ratings to Post's $775 million
senior unsecured notes due 2022. The recovery rating is '4',
indicating our expectation for average (30% to 50%) recovery in
the event of a payment default. We understand that net proceeds
from the financing were used to fund a dividend to Ralcorp
Holdings Inc., to retain cash on Post's balance sheet, and to
cover fees and expenses," S&P said.

The outlook is stable.

"The ratings reflect our view of Post's narrow product portfolio,
participation in the highly competitive ready-to-eat cereal
category, exposure to volatile commodity costs, and limited brand
and geographic diversity," said Standard & Poor's credit analyst
Bea Chiem.

"Pro forma for the transaction, we estimate that the company will
have about $950 million of reported debt outstanding," S&P said.


PICHI'S INC: Has Until March 30 to File Chapter 11 Plan
-------------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico extended until March 30, 2012, Pichi's
Inc.'s time to file a Chapter 11 plan and disclosure statement.

                       About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores initially presided over the case, which has recently
been reassigned to the Hon. Edward A. Godoy.  Charles A. Cuprill,
Esq., at Charles A. Cuprill, P.S.C., Law Offices, in San Juan,
Puerto Rico, serves as the Debtor's bankruptcy counsel.  CPA Luis
R. Carrasquillo & Co., P.S.C., serves as financial consultants.
The petition was signed by Luis A. Emmanuelli Gonzalez, president.
In its schedules, the Debtor disclosed $31,402,359 in assets and
$36,619,020 in liabilities.

Luis C. Marini, Esq., and Ubaldo M. Fernandez, Esq. --
luis.marini@oneillborges.com and ubaldo.fernandez@oneillborges.com
at O'Neill & Borges, in San Juan, Puerto Rico, represents Banco
Popular de Puerto Rico as counsel.


PUERTO RICO AQUEDUCT: S&P Retains bb+ Stand-Alone Credit Profile
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Puerto Rico Aqueduct & Sewer Authority's (PRASA) series 2012A and
series 2012B senior-lien revenue bonds. The outlook is stable. In
addition, Standard & Poor's affirmed its 'BBB-' rating and stable
outlook on the authority's senior-lien obligations currently
outstanding. "We are also affirming our 'BBB' rating and stable
outlook on the authority's bonds guaranteed by the full faith and
credit pledge of the commonwealth of Puerto Rico (BBB/Stable),"
S&P said.

"The ratings on the senior-lien bonds include a one-notch lift
from the authority's 'bb+' stand-alone credit profile, based on
the application of our criteria for government-related entities
(GREs)," S&P said.

"In accordance with our criteria for GREs, our view of a high
likelihood of extraordinary government support reflects our
assessment of PRASA's very strong link with the government of
Puerto Rico, and our assessment of PRASA's important role as the
provider of water and sewer services in the island," said Standard
& Poor's credit analyst Horacio Aldrete-Sanchez. The assessment
also reflects the history of support Government Development Bank
for Puerto Rico provides, and its stated intentions to continue to
support the authority as required.

Factors that constrain the rating include the authority's:

   Relatively fragmented water and wastewater system, which
   coupled with significant deferred capital needs, has resulted
   in a high level of operational deficiencies; and

   Historically poor financial performance, stemming from
   unwillingness to raise rates, deficient billing and collection
   systems, and low levels of liquidity, all of which historically
   constrained the utility from generating consistent operating
   surpluses. PRASA has, however, made significant strides over
   the past two years to restore the system's financial
   operations.

Factors that moderate these credit limitations include:

   Continued liquidity support from the Commonwealth of Puerto
   Rico through lines of credit provided by the Government
   Development Bank for Puerto Rico (GDB). These revolving credit
   lines totaled approximately $1.1 billion at the end of fiscal
   2011; and

   A supportive regulatory environment in which PRASA does not
   require legislative action to implement rate adjustments, and
   has full authority to cut off service to delinquent
   accounts.

"The stable outlook on the senior bonds reflects Standard & Poor's
expectation that management will continue to demonstrate a
willingness to address the identified operational, financial, and
capital challenges currently facing PRASA.  The stable outlook on
the guaranteed bonds reflects the rating outlook on Puerto Rico's
GO debt. The outlook on both the senior bonds and the guaranteed
bonds also reflects our view of PRASA's very strong link with the
government of Puerto Rico, and our expectation of the government's
continued strong liquidity support. The adoption of legislation
that limits PRASA's ability to implement the necessary rate
increases to address its capital and operational needs would cause
downward pressure on the rating. Conversely, consistently positive
financial operations could result in upward pressure on the
rating," S&P said.


QUANTUM FUEL: Fails to Meet Nasdaq's Minimum Bid Requirement
------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., on Feb. 1,
2012, received a letter from Nasdaq notifying the Company that,
based on its closing bid price for the last 30 consecutive
business days, it no longer meets the minimum bid price of $1.00
per share required under Nasdaq Marketplace Rule 5450(a)(1).  The
notice has no immediate effect on the listing of Company's
securities, and its common stock will continue to trade on the
Nasdaq Global Market under the symbol "QTWW."

The notice also states that the Company will be provided 180
calendar days, or until July 30, 2012, to regain compliance with
the minimum bid requirement.  To regain compliance, the bid price
of the Company's common stock must close at or above $1.00 per
share for a minimum of 10 consecutive business days.  If the
Company does not regain compliance prior to July 30, 2012, then
the Company may be eligible for a second 180 day period to regain
compliance.  In order to qualify for the additional time, the
Company must apply to transfer its securities to the Nasdaq
Capital Market by July 30, 2012, and, at the time transfer
application is submitted, the Company must satisfy the Nasdaq
Capital Market's requirements for listing, with the exception of
the $1.00 bid price requirement, and meet certain other
requirements.  The Company's transfer to the Nasdaq Capital Market
is subject to review by Nasdaq staff.  If Nasdaq staff concludes
that the Company will not be able to cure the deficiency, or
should the Company elect not to submit a transfer application,
Nasdaq will provide written notification to the Company that its
common stock will be subject to delisting from the Nasdaq Global
Market.  At that time, the Company may appeal Nasdaq's decision to
a Nasdaq Hearing Panel.

The Company intends to monitor the closing bid price of its common
stock between now and July 30, 2012, and to consider available
options if its common stock does not trade at a level likely to
result in the Company regaining compliance with the minimum bid
price requirement.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


R & S ST. ROSE: Larson & Larson Withdraws as Counsel
----------------------------------------------------
Zachariah Larson, Esq., of Marquis Aurbach & Coffing, seeks
permission from the Bankruptcy Court to withdraw as counsel of
record for R&S St. Rose Lenders, LLC.

As of Jan. 11, 2012, an order has not been entered by the Court
with regards to the Debtor's application to employ Larson & Larson
as counsel, which Application was opposed by the U.S. Trustee.
Therefore, Mr. Larson maintains, it is in the best interest of the
Debtor that the Debtor obtain new counsel.

Larson & Larson merged with Marquis Aurbach Coffing on Jan. 3,
2012.

Accordingly, Zachariah Larson and Shara Larson have changed law
firms to:

         MARQUIS AURBACH COFFING
         Zachariah Larson, Esq.
         Shara Larson, Esq.
         10001 Park Run Drive
         Las Vegas, NV 89145
         E-mail: zlarson@maclaw.com
                 slarson@maclaw.com

                    About R & S St. Rose Lenders

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011.
Zachariah Larson, Esq., and Sarah Larson, Esq., at Larson &
Stephens, LLC, in Las Vegas, serve as bankruptcy counsel.  David
J. Merrill, P.C. serves as special counsel.  The Debtor amended
its schedules disclosing $12,041,574 in assets and $24,502,319 in
liabilities.

The Debtor's previously filed schedules showed $12,041,574 in
assets and $19,688,291 in liabilities.


REAL ESTATE ASSOC: Has Not Received Proceeds from Oakwood Sale
--------------------------------------------------------------
Real Estate Associates Limited VII holds a 98.79% limited
partnership interest in Oakwood Apartments Ltd. - Phase I, an Ohio
limited partnership and a 99.99% limited partnership interest in
Oakwood Apartments Ltd. - Phase II, an Ohio limited partnership.

On Feb. 2, 2012, Oakwood Apartments I and Oakwood Apartments II
sold their investment properties to The Orlean Company, an Ohio
corporation, in exchange for (i) full satisfaction of the non-
recourse notes payable due to an affiliate of the Purchaser and
(ii) the sum of one dollar with respect to each property.  The
Company did not receive any proceeds from the sale.  The Company
had no investment balance remaining in either Oakwood Apartments I
or Oakwood Apartments II as of Sept. 30, 2011.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Company also reported a net loss of $645,000 on $0 of revenue
for the nine months ended Sept. 30, 2011, compared with net income
of $457,000 on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.30
million in total assets, $21.22 million in total liabilities and a
$19.92 million total partners' deficit.


REGENCY CENTERS: S&P Assigns 'BB+' Rating to $250MM Pref. Stock
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the new $250 million 6.625% series 6 cumulative redeemable
preferred stock issued by Regency Centers Corp.

The company plans to use the proceeds from the issuance for
general corporate purposes, including redeeming other higher-
coupon existing preferred securities. Regency recently announced
that it will redeem all of its series 3 (7.45%) and series 4
(7.25%) cumulative redeemable preferred shares for an
aggregate $200 million.

"Occupancy within Regency's well-positioned, largely grocery-
anchored portfolio improved in 2011 and debt coverage measures
have returned to healthier levels as a result. For the 12 months
ended Sept. 30, 2011, Standard & Poor's-derived EBITDA covered
debt service by 2.6x and fixed-charges by 2.2x. We expect
Regency's earnings to remain fairly stable in 2012 because modest
core occupancy improvement and lower interest expense (as a result
of interest savings on previous refinancings) should offset
potential lingering headwinds with respect to leasing the
remaining development pipeline, in our view. A moderately
leveraged balance sheet (42% on an undepreciated cost basis) and
manageable debt maturity schedule further support our expectation
for debt protection measures to remain stable this year," S&P
said.

Ratings List

Regency Centers Corp.
  Corporate credit rating            BBB/Stable/--

Rating Assigned

Regency Centers Corp.
  $250 mil. 6.625% series 6 cumulative
   redeemable pref stock             BB+


REGENCY CENTERS: Fitch Rates $250-Mil. Preferred Stock at 'BB+'
---------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BB+' to the $250 million
6.625% series 6 cumulative redeemable preferred stock issued by
Regency Centers Corporation (NYSE: REG).  Net proceeds from the
offering are expected to be used for general corporate purposes,
which may include redeeming other preferred securities.

Fitch currently rates the company and its affiliates as follows:

Regency Centers Corporation

  -- Issuer Default Rating (IDR) 'BBB';
  -- Preferred stock 'BB+'.

Regency Centers, L.P.

  -- IDR 'BBB';
  -- Unsecured revolving facility 'BBB';
  -- Senior unsecured notes 'BBB'.

The Rating Outlook is Stable.

The 'BBB' IDR takes into account leverage and fixed-charge
coverage metrics which are consistent with a 'BBB' IDR.  Absent
any major deleveraging initiatives, Fitch expects Regency to
maintain credit metrics within a range appropriate for the 'BBB'
IDR.

Pro rata leverage, measured as net debt/recurring operating EBITDA
was 6.4 times (x) as of Dec. 31, 2011, improved from 6.7x as of
Dec. 31, 2010.  In addition, REG's pro forma pro rata fixed-charge
coverage ratio (defined as recurring operating EBITDA less
straight-line rents, leasing commissions and tenant and building
improvements, divided by total interest incurred and pro forma
preferred stock dividends) would be 1.9x for the year ended Dec.
31, 2011, unchanged from 2010.

Stabilized operating property fundamentals improved slightly in
2011 measured by same store occupancy of 93.8% as of Dec. 31, 2011
(up from 92.8% as of Dec. 31, 2010).  Excluding spaces vacant for
more than 12 months, rent growth increased 1.2%.  Same-property
year-over-year net operating income (NOI), excluding termination
fees, increased 0.1% in 2011.  Fitch expects that same-property
NOI growth will be flat to slightly positive in both 2012 and
2013, due to flat rents and increased occupancy and embedded
positive contractual rent increases.

REG has a manageable consolidated debt maturity schedule, with no
year accounting for more than 22% of total maturing debt over the
next five years.

While REG has established itself as a developer with a national
platform, the company's development activities contain certain
inherent risks, such as lease-up risk.  REG's net cost of
properties in development made up approximately 5% of its gross
undepreciated assets as of Dec. 31, 2011, down significantly from
11% as of Dec. 31, 2010 and 23% as of Dec. 31, 2009, respectively,
and reflective of an overall de-risking of the company's strategy.

The two-notch differential between REG's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'.  Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's Web site at www.fitchratings.com,
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 is based on stabilizing retail fundamentals,
Fitch's expectation that leverage and coverage will remain fairly
unchanged relative to current levels.

The following factors may have a positive impact on REG's ratings
and/or Outlook:

  -- Total pro rata leverage sustaining below 5.5x for several
     quarters (pro rata leverage was 6.4x as of Dec. 31, 2011).
  -- Fixed charge coverage sustaining above 2.3x for several
     quarters (pro forma pro rata coverage was 1.9x for the year
     ended Dec. 31, 2011).

The following factors may have a negative impact on REG's ratings
and/or Outlook:

  -- Leverage sustaining above 7.0x for several quarters.
  -- Fixed charge coverage sustaining below 1.8x for several
     quarters.
  -- A liquidity shortfall.


REITTER CORP: To be Converted to Ch. 7 After Filing to File Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has set
a hearing on the conversion of Reitter Corporation's Chapter 11
case to one under Chapter 7 on Feb. 14, 2012, at 2:00 p.m.  Judge
Judge Enrique S. Lamoutte Inclan has noted that the Debtor has
failed to file its disclosure statement.

As reported in the Troubled Company Reporter on Dec. 9, 2012,
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico on Nov. 23, 2011 granted Reitter
Corporation's request for a 28-day extension to file an amended
disclosure statement and respond to objections to claims.

As reported in the Troubled Company Reporter on Dec. 1, 2011, the
Debtor has asked the Court to extend until Dec. 16, 2011, its time
to file its Amended Disclosure Statement and to file stipulations
or oppositions to the proofs of claims filed by Treasury and IRS.

The Debtor related that it has entered into a new contract with
LBA Medical Services, Inc., which will increase its revenues and
allow Debtor to have a feasible plan.  The Debtor has submitted
this information to CPA Luis Carrasquillo in order to include
these additional revenues in the projections.  As such, the Debtor
needs an additional time to file its amended disclosure statement,
including the feasibility report.

                    About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor disclosed
$20,440,765 in total assets and $17,250,033 in total debts.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.


RUST OF KENTUCKY: Wins $4.8MM Judgment in Contractor Dispute
------------------------------------------------------------
Rust of Kentucky, Inc., won a $4,838,351 judgment against a former
contractor.  RUST OF KENTUCKY, INC., v. TMS CONTRACTING, LLC, et
al., Adv. Proc. No. 10-1032 (Bankr. W.D. Ky.), was filed against
TMS Contracting LLC and Fidelity and Deposit Company of Maryland
claiming damages for breach of contract and wrongful termination
(against TMS) and for action on a payment bond (against F&D).  The
dispute between the parties arose from a construction job
undertaken by TMS, a Clarksville, Tenn.-based general contractor,
on behalf of the City of Clarksville beginning in 2009.  The City
desired redevelopment of its then-exiting Clarksville Fairgrounds
Park into an area including a fishing pond, 28 acre marina, new
boat ramp, public wetlands, park structures, event pavilions
including an amphitheater, ball fields and commercial properties.
Rust, a Cromwell, Kentucky-based earthmoving contractor, was
awarded the subcontract to perform mass excavation and slope
construction for the marina and fishing pond.  The project was
extensive involving, among other things, the excavation of
approximately 1,000,000 cubic yards (cy) of soil for the fishing
pond and marina over 150 days beginning mid-summer 2009 to be
concluded at the latest by mid-November 2009.  On Feb. 19, 2010,
TMS terminated Rust's subcontracts for abandonment, despite the
fact that Rust had completed 99% of the Phase 1 subcontract and
still had roughly 45 workers and more than 30 pieces of equipment
ready to work when conditions permitted to finish the Phase 2
subcontract. TMS also made a claim against Rust's F&D performance
bonds.

A copy of Bankruptcy Judge Joan A. Lloyd's Feb. 7, 2012
Memorandum-Opinion is available at http://is.gd/zyUkhNfrom
Leagle.com.

Rust of Kentucky, Inc., in Cromwell, Ky., sought chapter 11
protection (Bankr. W.D. Ky. Case No. 10-10271) on Feb. 22, 2010.
Scott A. Bachert, Esq., and William Codell, Esq., at Harned
Bachert & McGehee PSC in Bowling Green, Ky., and Stephen M.
Seeger, Esq., at Seeger Faughnan Mendicino PC in Washington, D.C.,
represent the Debtor.  At the time of the filing, the Debtor
estimated its assets and debts at less than $10 million.


SAND SPRING: Court OKs Walker Truesdell as Independent Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sand Spring Capital III, LLC, et al., employ:

  (i) Walker Truesdell Roth & Associates as independent agent of
      certain debtors designated as "Onshore Debtors", namely Sand
      Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA
      High Yield Fund, LLC, CA Strategic Equity Fund, LLC and Sand
      Spring Capital III Master Fund, LLC; and

(ii) Hobart G. Truesdell as an independent director of the
      Offshore Debtors, namely CA Core Fixed Income Offshore,
      Ltd., CA Core High Yield Offshore Fund, Ltd., CA Strategy
      Equity Offshore Fund, Ltd. and Sand Spring Capital III, Ltd.

The Independent Fiduciaries will, among other things:

   a) execute, verify and file, or cause to be filed, all
      petitions, schedules, lists, motions, applications
      and other papers or documents that are required by
      applicable law or regulation or which the Independent
      Fiduciaries deem reasonable, expedient convenient
      necessary or proper in connection with the Chapter 11
      cases;

   b) employ individuals and/or firms as professionals,
      consultants or financial advisors to the Debtors; and

   c) take such actions and execute and deliver such
      certificates, instruments, guaranties, notices and
      documents as may be required or which the Independent
      Fiduciaries may deem reasonable, advisable, expedient,
      convenient, necessary or proper to carry out the
      intent and purpose of the Bankruptcy Resolutions.

WTR will be compensated based on the actual time expended by its
employees on matters related to the Debtors.  With respect to
Mr. Tuesdell's service as Independent Director, time will be
separately invoiced.  Time will be billed at these hourly rates:

      Hobart Truesdell               $375
      Sharon Roth                    $350
      Robert Kleinman                $350
      Other Professionals            $300
      Paraprofessionals            $100-$150

The Independent Fiduciaries will be reimbursed for reasonable and
documented out-of-pocket expenses.

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

                   About Sand Spring Capital III

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.

Sand Spring Capital III LLC disclosed $4,882,373 in assets and
$4,140 in liabilities.  CA Core Fixed Income Fund LLC disclosed
$36,176,682 in assets and $48,244 in liabilities.  CA Core Fixed
Income Offshore Fund Ltd. listed $6,900,726 in assets and $10,393
in liabilities.  CA High Yield Fund LLC disclosed $5,626,644 in
assets and $11,568 in liabilities.  CA High Yield Offshore Fund,
Ltd. listed $10,840,032 in assets and $22,785 in liabilities.  CA
Strategic Equity Fund LLC scheduled $2,013,461 in assets and $0
debt.  CA Strategic Equity Offshore Fund Ltd. disclosed $2,285,492
in assets and $0 debts.  Sand Spring Capital III Ltd. disclosed
$2,214,099 in assets and $1,820 in debts.  Sand Spring Capital III
Master Fund LLC listed $7,096,473 in assets and $0 in debts.


SAND SPRING: Wins Court Approval to Employ BDO as Auditors
----------------------------------------------------------
The U.S. Bankruptcy Court authorized Sand Spring Capital III, LLC,
et al., to employ BDO USA, LLP, and BDO Cayman Ltd. as auditors
and tax professionals.

The Debtors have engaged BDO to render services to the Debtors for
the fiscal year ending Dec. 31, 2011, and thereafter as the
Debtors may request, including auditing the Debtors' consolidated
financial statements for the fiscal year ending Dec. 31, 2011.

The Debtor entities incorporated in Delaware as well as certain
affiliated non-debtor entities that are based in the U.S., have
entered into an agreement letter by which BDO US will provide
audit services to those entities.

The Debtor entities incorporated in the Cayman Islands and an
affiliated non-debtor entity based in the Cayman Islands, have
entered into a separate engagement letter, on substantially the
same terms as the US Audit Engagement Letter, by which BDO Cayman
will provide audit services to those entities.

In addition, the U.S.-based Debtors have engaged BDO US to provide
them with tax accounting services related to their calendar year
2011 tax reporting obligation.  The U.S.-based Debtors have
entered into an engagement letter with respect to these tax
services.

The Debtors and BDO estimate the professional fees associated with
the 2011 Audit services to total $245,000 in the aggregate.  The
Audit Engagement Letters contemplates that the Estimated Audit Fee
will be paid in three installment, as follows:

     Occurrence                             Percentage Payable
     ----------                             ------------------
     Commencement of Interim Work                   25%
     Star of year-end work                          50%
     Completion of the 2011 Audit Services          25%

On Oct. 24, 2011, BDO received the initial 25% payment of the
Estimated Audit Fee.

The Estimated Audit Fee is a minimum fee based on the assumption
that BDO will provide those services specifically set forth in the
Engagement Letter, and does not cover any services (i) the Debtors
may additionally request or (ii) that were not anticipated at the
time the Audit Engagement Letters were negotiated but nonetheless
become necessary in the course of performing the 2011 Audit
Services.  These additional services will be billed at these
hourly rates:

        Partners                       $550 to $650
        Managers/Directors             $250 to $450
        Associates/Sr. Associates      $150 to $225

BDO US will also be compensated on a flat-fee basis for providing
the 2011 Tax Services.  The base fee for the tax return
preparation and electronic filing services will be $43,000 in the
aggregate.

The Estimated Tax Fee is a minimum fee based on the assumption
that Firm will provide those services specifically set forth in
the US Tax Engagement Letter, and does not cover any services (i)
relating to the scheduling of market discounts on debt; (ii) the
Debtors may additionally request; or (iii) that were not
anticipated at the time the US Tax Engagement Letters were
negotiated but nonetheless become necessary in the course of
performing the 2011 Tax Services.

These additional services will be billed at these hourly rates:

        Partners                       $550 to $650
        Managers/Directors             $250 to $450
        Associates/Sr. Associates      $150 to $225

BDO will also seek reimbursement for its necessary and reasonable
out-of-pocket expenses incurred.

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

                 About Sand Spring Capital III, LLC

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.

Sand Spring Capital III LLC disclosed $4,882,373 in assets and
$4,140 in liabilities.  CA Core Fixed Income Fund LLC disclosed
$36,176,682 in assets and $48,244 in liabilities.  CA Core Fixed
Income Offshore Fund Ltd. listed $6,900,726 in assets and $10,393
in liabilities.  CA High Yield Fund LLC disclosed $5,626,644 in
assets and $11,568 in liabilities.  CA High Yield Offshore Fund,
Ltd. listed $10,840,032 in assets and $22,785 in liabilities.  CA
Strategic Equity Fund LLC scheduled $2,013,461 in assets and $0
debt.  CA Strategic Equity Offshore Fund Ltd. disclosed $2,285,492
in assets and $0 debts.  Sand Spring Capital III Ltd. disclosed
$2,214,099 in assets and $1,820 in debts.  Sand Spring Capital III
Master Fund LLC listed $7,096,473 in assets and $0 in debts.


SANTA CLARA: Moody's Affirms 'Ba1' Rating on Electric Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating of the City
of Santa Clara, Utah's Electric Revenue Bonds. At this time,
Moody's has also affirmed the negative outlook on the enterprise.
The rating affirmation and negative outlook affect the Electric
Revenue Bonds, Series 1999 (in the approximate amount of $205,000)
and Electric Revenue Bonds, Series 2006 (in the approximate amount
of $3.8 million).

RATING RATIONALE

The Ba1 rating primarily reflects trends in the enterprise's
financial position, which was sum sufficient only once in the last
five years after a rate increase in 2011.

STRENGTHS

- Stable and diverse power supply provided through Utah
Association of Municipal Power Systems (UAMPS)

- Reduced reliance on one-time impact fees to cover debt service

CHALLENGES

- Uncertainty of future rate increases

- Low liquidity levels

OUTLOOK

Although the electric enterprise once again became sum sufficient
in 2011, Moody's expects the enterprise will remain challenged
over the near-to-medium term. Future reviews will continue to
focus on the city's ability to implement financial initiatives,
including timely rate increases, sufficient to materially improve
coverage and cash levels.

WHAT COULD MOVE THE RATING-UP

- Sustained coverage levels above rate covenant of 1.25 times

- Replenished cash reserves

WHAT COULD MOVE THE RATING-DOWN

- Deterioration of financial operations

- Weakening of debt service coverage and liquidity levels

The principal methodology used in this rating was U.S. Public
Power Electric Utilities published in April 2008.


SEALY CORP: Hudson Bay Discloses 5.7% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hudson Bay Master Fund Ltd. and its affiliates
disclosed that, as of Jan. 25, 2012, they beneficially own
204,019 shares of 8% Convertible Preferred Stock due July 15,
2012, convertible into 6,205,503 shares of common stock of
Sealy Corporation representing 5.79% of the shares outstanding.
The Company's Form 10-K filed on Jan. 18, 2012, for the fiscal
year ending Nov. 27, 2011, indicates that the total number of
outstanding shares of common stock was 100,916,228.  A full-text
copy of the Schedule is available at http://is.gd/dUW9yM

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million on $1.23 billion
of sales for the 12 months ended Nov. 27, 2011, compared with a
net loss of $13.74 million on $1.21 billion of net sales during
the prior year.

The Company's balance sheet as of Nov. 27, 2011, showed
$919.19 million in total assets, $999.75 million in total
liabilities, and a $80.56 million stockholders' deficit.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEJWAD HOTELS: Files for Chapter 11 in Los Angeles
--------------------------------------------------
Sejwad Hotels & Development LLC filed a bare-bones Chapter 11
bankruptcy petition (Bankr. C.D. Calif. Case No. 12-14521) on
Feb. 8, 2012.

According to the petition, the business is located in Artesia,
California.

According to the docket, the schedules of assets and liabilities
and statement of financial affairs are due Feb. 22, 2012.

Michael G. Spector, Esq., at Law Offices of Michael G. Spector, in
Santa Ana, California, serves as counsel.

The Debtor estimated $10 million to $50 million in assets and up
to $10 million in liabilities,

Ashvin Patel, who owns 33.3% of the shares, signed the Chapter 11
petition.  The remaining shares are owned by Gregory Morales
(33.3%), Rakash Patel (16.7%) and Thakor Patel (16.7%).


SOLYNDRA LLC: Looks to Extend Maturity of Bankruptcy Loan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC needs a three-month extension of the
right to draw on $4 million in financing for the liquidating
Chapter 11 case.  If approved by the bankruptcy judge in Delaware
at a Feb. 22 hearing, the ability to draw down the loan will be
pushed out to June 2. Court papers show that $200,000 remains on
the loan.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  It is going ahead with plans for piecemeal
auctions of the assets to begin Feb. 22.


SPANISH BROADCASTING: Completes $275MM Secured Notes Offering
-------------------------------------------------------------
Spanish Broadcasting System, Inc., closed its offering of
$275 million in aggregate principal amount of 12.5% senior secured
notes due 2017 at an issue price of 97% of the principal amount.
The Notes were 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 Company used the net proceeds from the offering, together with
cash on hand, to refinance the previously existing first lien
credit agreement that was due June 10, 2012, and to pay the
transaction costs related to the offering.

"The successful completion of this offering delevered our capital
structure and strengthened our financial profile," said Raul
Alarcon, Jr., SBS' Chairman and CEO.  "Our ability to recapitalize
our balance sheet on favorable terms demonstrates the Company's
enhanced financial performance, as well as the long-term outlook
for our business.  We are committed to strengthening our multi-
media footprint with a focus on expanding our share of the
rapidly-growing Hispanic population and further improving the
profitability of our portfolio of major-market assets."

                    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.


SPEEDWAY MOTORSPORTS: S&P Affirms 'BB' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Charlotte, N.C.-based Speedway Motorsports Inc. (SMI) to stable
from negative. "At the same time, we affirmed our 'BB' corporate
credit rating on the company," S&P said.

"We also affirmed our 'BBB-' issue-level rating on the company's
first-lien credit facilities, while keeping our '1' recovery
rating on the debt unchanged. The '1' recovery rating reflects our
expectation of very high (90%-100%) recovery for lenders in the
event of a payment default. Additionally, we affirmed our 'BB'
issue-level rating on the company's unsecured notes. The '3'
recovery rating on the notes remains unchanged and indicates our
expectation of meaningful (50%-70%) recovery for noteholders in
the event of a payment default," S&P said.

"The outlook revision to stable reflects our view that early signs
of NASCAR attendance improvement, SMI's NASCAR Sprint Series
entitlement sell-out for the 2012 season, a high proportion of
recurring revenues from broadcasting, and recent encouraging
employment statistics should support stabilization of operating
results and credit measures consistent with the 'BB' rating," said
Standard & Poor's credit analyst Jennifer Pepper. "Additionally,
while cushion relative to the leverage and interest coverage
covenants could remain very tight, we believe SMI will stay
compliant through debt repayment, or would successfully achieve an
amendment if necessary, based on its financial profile."

"Our 'BB' corporate credit rating on SMI reflects our assessment
of the company's business risk profile as 'fair' and our
assessment of the company's financial risk profile as
'significant,'" S&P said.

"The stable rating outlook reflects our view that early signs of
NASCAR attendance improvement, SMI's NASCAR Sprint Series
entitlement sell-out for the 2012 season, a high proportion of
recurring revenues from broadcasting, and recent encouraging
employment statistics should support stabilization of operating
results and credit measures consistent with our 'BB' rating," S&P
said.

"We could lower the rating if admissions revenue declines
substantially, which would likely be the result of worsening
economic conditions, or if we conclude that there is a secular
shift of interest away from NASCAR events. Such scenarios would
likely preclude de-leveraging and would have a compounding effect
if they were to occur in the period leading up to broadcast
negotiations," S&P said.

"We could consider a higher rating if the broadcast contract
negotiation is favorable, or if attendance improves substantially,
leading to less dependence on ticket price reductions. However,
based on our assessment of SMI's business risk profile as fair, a
higher rating would be contingent upon our expectation that
leverage could be sustained below 3x," S&P said.


ST. LOUIS COUNTY: Fitch Affirms Rating on $7.6MM Bonds at 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed at 'BB' the rating on the following St.
Louis County Industrial Development Authority Bonds, issued on
behalf of Nazareth Living Center (NLC):

  -- $7.6 million series 1999 refunding revenue bonds.

The Rating Outlook is Stable.

The bonds are secured by a revenue pledge, deed of trust on NLC's
real and personal property, and a debt service reserve.

The 'BB' rating incorporates phase one of NLC's campus
repositioning project, which will include a 50-unit independent
living unit (ILU) expansion for a total expected cost of $16
million.  NLC will finance phase one with a combination of short-
and long-term debt, and a $1 million equity contribution.  The
rating assumes $7.1 million in short-term debt, which will be paid
down with entrance fees by 2014, and $7.9 million in fixed-rate
long-term debt.  CSJ has already received approximately $5 million
of entrance fees (in restricted cash) due to CSJ's commitment to
purchase 30 of the 50 ILUs.

The financing is contingent upon pre-selling 10 of the remaining
20 units and NLC is early in its marketing efforts.  Pro forma
maximum annual debt service (MADS) was measured at $1.4 million,
which NLC covered at 1.3x through Dec. 31, 2011.

While Fitch believes that the project will better position NLC for
the long term, the 'BB' rating is contingent upon successful phase
one execution.

Revenues from CSJ comprise a material percentage of NLC's total
service revenues.  As the occupancy driven by Sisters from CSJ
declines commensurate with the declining number of Sisters in the
order, NLC is challenged to replace those revenues with other
residents.  A competitive service area with updated ALUs further
heightens this challenge.

Despite a decline in ALU occupancy, NLC's operating performance
was steady, driven by ongoing cost controls and strong management
practices.  Fitch believes that NLC benefits from its relationship
with its ministry partners via shared strategies and management
best practices, which help support operations.  In addition,
management reports healthy demand for its memory care units, and
Fitch believes that phase two of the campus project (which
includes the expansion of ALU and memory support units) should
help meet that demand.  Phase two will be driven by market and
resident needs, and financing for this project has not been
factored into the current rating.

The Stable Outlook is supported by Fitch's expectation that NLC
will maintain its steady operating performance with no further
erosion in occupancy, and successfully complete its phase one ILU
project on time and on budget.  Fitch expects to review NLC as
phase one financing is finalized and secured over the next three
to six months.  Given NLC's already weak financial profile, any
deviation from its plan would likely cause negative rating
pressure.

Located in St. Louis, MO, NLC operates 150 ALUs and 140 skilled
nursing facility (SNF) beds, generating $15 million in total
revenue in fiscal 2011.  NLC's ministry partners include
Benedictine Health System (BHS) and the Sisters of St. Joseph of
Carondolet (CSJ).  Under the series 1999 bond documents, NLC is
required to disclose only annual financial statements to the
trustee for the benefit of bondholders.  However, Fitch views
favorably NLC's distribution of interim financials and utilization
statistics directly to requesting bondholders.


STATION CASINOS: Moody's Rates $625MM Sr. Unsec. Notes at 'Caa2'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Station
Casinos LLC's senior unsecured notes due 2018 and upgraded the
company's senior secured ratings to B2 from B3. Moody's also
affirmed Station's B3 Corporate Family Rating and B3 Probability
of Default Rating.

RATINGS RATIONALE

The upgrade of Station's senior secured ratings reflects the
conversion of the $625 million senior secured B-3 term loans due
2018 to unsecured senior notes due 2018 on substantially the same
terms. Pursuant to Moody's Loss Given Default Methodology, the
material increase in effectively junior debt in the company's
capital structure improves the recovery prospects for the secured
debt. Conversely, the rating on the new unsecured notes reflects
the large amount (about $1.6 billion) of senior ranking debt that
reduces the recovery prospects for unsecured noteholders.

Station's B3 rating reflects Moody's expectation of modest
earnings improvement facilitating debt reduction from free cash
flow. Additionally, the rating reflects Station's high leverage
tempered by low cost debt, no debt maturities until 2016, good
interest coverage, a mandatory excess cash flow sweep, and the
absence of development risk. These factors differentiate the
company from its rated peers that face significant debt
maturities, higher debt costs, thin interest coverage or are
pursuing development projects. The rating also reflects slow
recovery prospects for gaming demand in the Las Vegas locals
market and Station's earnings concentration in this market.

Station's capital structure is comprised of four separate
unrestricted subsidiary borrowing entities. Moody's ratings are
based upon a consolidated assessment of Station Casinos LLC,
excluding separately rated GVR, because the company is managed by
one board of directors and one management team and will file
consolidated financial statements with the SEC. Please refer to
Moody's Credit Opinion for more structural details. As part of
Moody's rating process, Moody's will also review the credit and
liquidity of each borrowing entity within the corporate structure.

The stable rating outlook reflects Moody's view that Station's
EBITDA will begin to increase moderately due to the flow through
of higher revenue to earnings, and that the company will apply
free cash flow to permanently repay debt . The stable outlook also
incorporates Moody's view that Station will maintain its good
liquidity profile.

Ratings could be lowered if monthly gaming revenues in the Las
Vegas locals market begin to trend down or if Station's earnings
fail to increase. Additionally, ratings could be pressured, if
local economic conditions show signs of renewed stress, or if the
company's good liquidity declines.

We do not anticipant upward rating momentum given Moody's view of
a slow recovery in gaming demand. However, ratings could be
considered for an upgrade if Station reduces debt/EBITDA to 6.0
times while achieving a good liquidity profile.

Ratings assigned:

Station Casinos LLC

Converted $625 million senior unsecured notes due 2018 at Caa2,
LGD 5, 87%

To be withdrawn upon closing:

Existing $625 million senior secured term loan B-3 at B3, LGD 3,
48%

Ratings upgraded and assessments updated:

Station Casinos LLC

$125 million senior secured revolver due 2016 to B2, LGD 3, 34%
from B3, LGD 3, 48%

$200 million senior secured term loan B-1 due 2016 to B2, LGD 3,
34% from B3, LGD 3, 48%

$750 million senior secured term loan B-2 due 2016 to B2, LGD 3,
34% from B3, LGD 3, 48%

NP Opco, LLC

$25 million senior secured revolver due 2016 to B2, LGD 3, 34%
from B3, LGD 3, 48%

Approximately $410 million senior secured term loan due 2016 to
B2, LGD 3, 34% from B3, LGD 3, 48%

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

Station Casinos, LLC (Station) wholly owns and operates 14 gaming
and entertainment facilities all located in Las Vegas, Nevada. The
company also holds 50% joint venture interests in three casinos
and manages Gun Lake Casino in Michigan on behalf of the Match-E-
Be-Nash-She-Wish Band of Pottawatomi Indians pursuant to a seven
year contract that expires in 2018. Station Casinos LLC was formed
for the purpose of acquiring the assets of Station Casinos, Inc.
and its subsidiaries pursuant to the Bankruptcy Court order on
8/27/2010 confirming the plan of reorganization. Station also
acquired the assets of Green Valley Ranch Resort Spa & Casino. The
company emerged from bankruptcy on June 17, 2011.


TBS INTERNATIONAL: 3 More Affiliates File for Chapter 11
--------------------------------------------------------
Three affiliates of TBS International Inc., namely, Lancaster
Maritime Corp., Chatham Maritime Corp., and Sherwood Shipping
Corp., filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos.
12-22294 to 12-22296) on Feb. 7, 2012.

On Feb. 6, TBS Shipping Services Inc. and about 60 affiliates
filed bankruptcy petitions together with a proposed prepackaged
Chapter 11 plan.

As reported in the Feb. 9, 2012 edition of the TCR, TBS is asking
the court to promptly hold a hearing on March 12 for confirmation
of the plan.  At the hearing, the Court will also consider the
adequacy of the Disclosure Statement.

Prepetition, the Company and its subsidiaries negotiated and
received affirmative votes from all voting lenders.

The Debtors have arranged a US$42.8 million loan to fund
operations during their Chapter 11 cases.  The financing is
provided entirely by the Company's existing lenders, including
Bank of America, DVB Bank, Toronto Dominion Bank and Credit
Suisse.

Under the Plan, the DIP financing claims and prepetition secured
debt are to be restructured so as to provide new liquidity,
extended maturity dates and other terms sufficient to permit the
new entity's successful emergence from Chapter 11 and future
viability.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers. Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INTERNATIONAL: Asks Court to Confirm Automatic Stay
-------------------------------------------------------
TBS Shipping Services Inc. and certain of its subsidiaries and
affiliates ask the Bankruptcy Court for entry of an order
enforcing, restating, and restraining any action taken in
contravention of the automatic stay and the provisions in the
Bankruptcy Code and preventing the enforcement of ipso facto
clauses against the Debtors.

The Debtors explained that as a result of their worldwide
operations, the Debtors have hundreds of foreign creditors and
counterparties to contracts who may be unaware of the global-
reaching prohibitions and restrictions of the Bankruptcy Code.  In
particular, these Foreign Creditors may be unfamiliar with the
operation of the automatic stay and other provisions of the
Bankruptcy Code, including the stay on enforcement of ipso facto
clauses.  Due to this unfamiliarity, on or after the Petition
Date, certain Foreign Creditors may attempt to seize assets
located outside of the United States to the detriment of the
Debtors, their estates, and creditors, or take other actions in
contravention of the automatic stay under section 362 of the
Bankruptcy Code.  In addition, upon learning of the Chapter 11
Cases, Foreign Creditor counterparties to unexpired leases and
executory contracts may attempt to terminate those leases or
contracts due to the commencement of the Chapter 11 Cases.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers. Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INTERNATIONAL: Taps Garden City as Admin. & Claims Agent
------------------------------------------------------------
TBS Shipping Services Inc. and its debtor-affiliates said the more
than 3,000 domestic and international creditors and other parties-
in-interest involved in their Chapter 11 cases may impose heavy
administrative and other burdens on the Debtors and their
professionals.  In this regard, the Debtors seek the Bankruptcy
Court's permission to employ GCG Inc. as administrative agent and
as claims and noticing agent in accordance with the bankruptcy
administration agreement dated Nov. 11, 2011.  Administration of
the Chapter 11 cases will require GCG to perform duties outside
the scope of section 156(c) of the Bankruptcy Code.  Those duties
include balloting services, tabulation services, and other
services.

Prior to the Petition Date, the Debtors paid to GCG a $100,000
retainer. As of the Petition Date, GCG has applied the retainer to
all pre-petition invoices.

GCG's Craig Johnson attests that the firm is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code; and does not hold or represent an interest adverse to the
Debtors' estates in connection with any matter on which GCG will
be employed.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers. Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


THIRD STREET: Howard Grobstein Appointed as Chapter 11 Trustee
--------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed
Howard B. Grobstein, Esq., as the Chapter 11 trustee in the
reorganization case of Third Street Treatment Partners LLC.

On Feb. 1, 2012, U.S. Bankruptcy Judge Sheri Bluebond entered an
order approving the appointment of the Chapter 11 trustee.

Petitioning creditors Thomas Hedlund, Lee McCormack, Jerald
Salisbury, Executive Treatment Corporation, Carolyn Rae Cole and
Clifford Brodsky sought the appointment of a Chapter 11 trustee.

Mr. Grobstein can be reached at:

          Howard B. Grobstein, Esq.
          CROWE HORWARTH LLP
          15233 Ventura Boulevard, Ninth Floor
          Sherman Oaks, CA 91403-2250
          Tel: (818) 501-5200
          Fax: (818) 907-9632
          E-mail: hgrobstein@crowehorwath.com

An involuntary petition was filed against Third Street Treatment
Partners LLC (Bankr. C.D. Calif. Case No. 11-62083) on Dec. 23,
2011, by creditors Thomas Hedlund, Lee McCormack, Jerald
Salisbury, Executive Treatment Corporation, Carolyn Rae Cole, and
Clifford Brodsky. Bankruptcy Judge Sheri Bluebond presides over
the case.  The petitioners are represented by Dean G. Rallis Jr.,
Esq., at SulmeyerKupetz.  Jerome S. Cohen, Esq., represents the
Debtor.


TRAILER BRIDGE: To Pay $1 Million in Bonuses on Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that executives of Trailer Bridge Inc. will earn $990,000
in bonuses if a reorganization plan is confirmed by April 15,
given approval of the incentive program last week from the U.S.
bankruptcy judge in Jacksonville, Florida.

                       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.

The Court will hold a combined hearing on the Plan and Disclosure
Statement on March 16, 2012.  The Plan, which was filed in
January, proposes to give noteholders control of the company and
provide some recovery for shareholders.


UNION OF CANADA LIFE: Court Enters Wind Up Order
------------------------------------------------
The Canadian Press reports that the Ontario Superior Court of
Justice has ordered the winding up of Union of Canada Life, an
insurer that began before Confederation, after the company sought
bankruptcy protection from creditors.

The court made the order last week and appointed Grant Thornton
Ltd. to liquidate the Ottawa insurer's financial and other assets,
The Canadian Press says.

According to the report, Grant Thornton said the company faced
financial challenges, business risks and insufficient capital to
remain viable and so had to seek court protection.

"We will be focused on arranging the transfer of the policies to
another life insurance company expeditiously in order to ensure
the policyholders continue to be served seamlessly," the Press
quotes Michael Creber -- michael.creber@ca.gt.com -- the Grant
Thornton partner in charge of the liquidation, as saying.

The liquidator said it expects policyholders will not suffer
losses from the liquidation process, but if they do that will be
covered by Assuris, an industry fund set up to protect
policyholders if their life insurer fails, the report relates.

"If full recovery of policyholders' benefits is not achieved in
the transfer process, Assuris is committed to providing its
protection to all policyholders" said Gordon Dunning, president
and CEO of the company.

Union of Canada Life sells life and accident insurance, mortgage
and investment products and operates in Ontario, Quebec, New
Brunswick and Prince-Edward Island.  The Company was founded in
1863 and now has about 22,000 policies in the central and eastern
parts of Canada, mainly in Quebec.


US FIDELIS: Can Continue Use of Cash Collateral to March 31
-----------------------------------------------------------
Judge Charles E. Rendlen of the U.S. Bankruptcy Court for the
Eastern District of Missouri has authorized US Fidelis, Inc.,
authorized to continue to use the cash collateral in the ordinary
course of its business up to March 31, 2012.

The Debtor would use the cash collateral to fund post-shutdown
activities and case administration expenses.

As of the Petition Date, the Debtor was indebted to Mepco pursuant
to the Prepetition Loan Documents in the aggregate principal
amount of $17,727,396.  Mepco also claimed that it is entitled to
accrued and unpaid interest through the Petition Date, but upon
the Debtor's information and belief Mepco has never rendered an
accounting of the interest and fees.  Mepco filed a proof of claim
against the Debtor in the amount of $57,974,530.  The Mepco POC
consisted of (i) the Mepco Petition Date Indebtedness plus (ii)
other amounts that Mepco asserts have become due since the
Petition Date on account of consumer cancelations and other
reasons.

As of Sept. 30, 2011, Mepco claimed $2,880,140 on account of the
DIP loans.  Interest continued to accrue on that amount at the
rate of 4.75% percent per annum, or $383/day.

In addition, Mepco asserted that the Debtor has used approximately
$1.5 million of cash collateral since the Petition Date for which
Mepco has not been adequately protected.

The Debtor related that Mepco is already adequately protected
because the Debtor has on hand over $20 million in cash and the
amount of Mepco's DIP Loans is less than $2.9 million.  As a
result, Mepco enjoys an equity cushion of over 680% and is
adequately protected.  Even if the amount of the Inadequately
Protected Cash Collateral Usage is added to the total DIP Loans,
Mepco enjoys an equity cushion of over 500%.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant Mepco replacement liens and
superpriority claim subject only to the carve-out.

                        About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., assist the Debtor in its restructuring
effort.  According to the schedules, the Company had assets of
$74,386,836, and total debts of $25,770,655 as of the petition
date.

Allison E. Graves, Esq.,  Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.


US FIDELIS: Can Employ David Lander as Conflicts Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Montana has
granted US Fidelis, Inc., permission to employ David A.
Lander and the Law Firm of Gallop, Johnson & Neuman, L.C., as
special conflicts counsel.

As reported in the TCR on Dec. 19, 2011, as special conflicts
counsel, the firm will investigate and prosecute avoidance actions
and claims objections on behalf of the bankruptcy estate in
instances where Lathrop & Gage LLP, as counsel for the Debtor,
and/or Thompson Coburn LLP, as counsel for the Committee,
determine that they are prohibited from representing the estate's
interests due to an actual or potential conflict of interest.

The hourly rate charged by David A. Lander is currently $430.00
per hour.  Other attorneys, paralegals, and employees of Gallop,
Johnson & Neuman, L.C., may also provide services to the estate.
The estimated applicable fees range from $130.00 to $470.00 per
hour.

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

                        About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., assist the Debtor in its restructuring
effort.  According to the schedules, the Company had assets of
$74,386,836, and total debts of $25,770,655 as of the petition
date.

Allison E. Graves, Esq.,  Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.


VISUALANT INC: Incurs $554,866 Net Loss in Dec. 31 Quarter
----------------------------------------------------------
Visualant, incorporated, filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $554,866 on $1.81 million of revenue for the three
months ended Dec. 31, 2011, compared with a net loss of $258,124
on $2.06 million of revenue for the same period a year ago.

Visualant reported a net loss of $2.39 million on $9.13 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $1.14 million on $2.54 million of revenue during the
previous year.

The Company's balance sheet at Dec. 31, 2011, showed $4.23 million
in total assets, $5.96 million in total liabilities, $39,504 in
noncontrolling interest and a $1.76 million in total stockholders'
deficit.

"The Company anticipates that it will record losses from
operations for the foreseeable future.  As of December 31, 2011,
our accumulated deficit was $11.7 million.  The Company has
limited capital resources, and operations to date have been funded
with the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about our ability to continue
as a going concern."

In its report Visualant's 2011 results, Madsen & Associates
CPA's, Inc., in Salt Lake City Utah, noted that the Company will
need additional working capital for its planned activity and to
service its debt, which raises substantial doubt about its ability
to continue as a going concern.

                        Bankruptcy Warning

The Company had cash of $71,000, a net working capital deficit of
approximately $3.3 million and total indebtedness of $2.6 million
as of Dec. 31, 2011.

The Company will need to obtain additional financing to implement
its business plan, service its debt repayments and acquire new
businesses.  There can be no assurance that the Company will be
able to secure funding, or that if such funding is available,
whether the terms or conditions would be acceptable to the
Company.

Volatility and disruption of financial markets could affect the
Company's access to credit.  The current difficult economic market
environment is causing contraction in the availability of credit
in the marketplace.  This could potentially reduce or eliminate
the sources of liquidity for the Company.

If the Company is unable to obtain additional financing, the
Company may need to restructure its operations, divest all or a
portion of its business or file for bankruptcy.

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

                        http://is.gd/iiVrpN

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.


VITESSE SEMICONDUCTOR: Incurs $844,000 Net Loss in 1st Quarter
--------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $844,000 on $29.99 million of net revenues
for the three months ended Dec. 31, 2011, compared with a net loss
of $7.73 million on $37.74 million of net revenues for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $58.84
million in total assets, $87.25 million in total liabilities and a
$28.41 million total stockholders' deficit.

"During our first fiscal quarter of 2012, we delivered revenues
within our guidance, solid product margins, and lower operating
expenses," said Chris Gardner, CEO of Vitesse.  "These
improvements enabled us to maintain our cash position and to reach
our target revenue breakeven of $32.0 million a quarter ahead of
schedule within a challenging market environment."

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

                        http://is.gd/Giw4IJ

                           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.


WATERSONG APARTMENTS: Plan Disclosures Rejected by Court Anew
-------------------------------------------------------------
Judge Louise DeCarl Adler has denied the approval of the first
amended disclosure statement supporting the first amended plan of
reorganization filed by Watersong Apartments, L.P.

OneWest Bank, FSB, has earlier objected to the first amended
disclosure statement describing the Debtors' first amended plan of
reorganization filed by debtor Watersong Apartments, L.P.

The Court earlier denied approval of the Debtor's original
disclosure statement because it was "so deficient as to require it
to be completely redrafted."

The Court ordered the Debtor to file an amended disclosure
statement on or before Jan. 5, 2012.  However, the Debtor again
failed to timely present an adequate disclosure statement.  On
Nov. 22, 2011, the Debtor filed a notice of hearing and motion for
approval of Chapter 11 Disclosure Statement.  The Notice was
ineffective, however, because the Debtor had not yet filed its
First Amended Disclosure Statement.

Based on the Notice, objections to the First Amended Disclosure
Statement are due December 23, 2011.  The Debtor did not file its
First Amended Disclosure Statement until November 26, 2011, which
did not allow at least 28 days' notice of the objection deadline.
Consequently, the Debtor's First Amended Disclosure Statement was
not filed timely for a hearing on January 5, 2012.

OneWest Bank is represented by:

         A. Kenneth Hennesay, Jr., Esq.
         Ted Fates, Esq.
         ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
         1900 Main Street, Fifth Floor
         Irvine, California 92614
         Tel: (949) 553-1313
         Fax: (949) 553-8354
         E-mail: khennesay@allenmatkins.com
                 tfates@allenmatkins.com

As reported in Troubled Company Reporter on July 26, 2011, the
Plan is an "earn-out" Plan.  The Plan Proponent seeks to
accomplish payments under the Plan by making periodic payments or
lump sum payments, depending on the class, to the holders of
allowed claims from 1) funds available on the Effective Date; 2)
post Plan confirmation earnings of the Plan Proponents.  The
Effective Date of the proposed Plan is 11 days after the entry of
an order by the Bankruptcy Court confirming the Plan.

One West Bank FSB's Class 2 secured claim of $10,400,000
principal, plus arrearges will be paid in full through the sales
of the Watersong Condominiums, after upgrades.

Class 3 unsecured claims are composed of the unsecured portion of
the One West Claim of approximately $2,300,000 under Class 3a, and
the allowed general unsecured claims of approximately $5,052,000
under Class 3b.

Upon the full payment of the One West Allowed Secured Claim, then
the Net Cash Flow payments and the applicable Release Payments
will be paid to One West on account of the One West Guaranteed
Unsecured Claim, until said claim is paid in full.  All payments
of the Net Cash Flow Payment will be applied to the principal
amount of the One West Guaranteed Unsecured Claim.

Members of Class 3b will receive a total of 50% of their allowed
claims.  A payment of $50,000 will be made to Class 3b from the
New Value Contribution, within 30 days of the Effective Date.
This payment will be paid to the holders of allowed Class 3b
Claims on a pro rata basis.  A payment from the sale of the
Watersong Condominiums, after full payment is made to Class 3a,
from the sale of each unit, until the full amount due to this
class is paid.

All Existing Partnership Interests in Class 4 will be canceled.
The members of Class 4 will contribute a total of $100,000 in new
value to the Debtors-in-Possession (the "New Value Contribution"),
which will be used by the Debtor-in-Possession to carry out the
provisions of the Plan.  Those members of Class 4 who contribute
to the New Value Contribution will receive, as of the Effective
Date, new partnership interests in the Reorganized Debtor in an
amount equal to the percentage that their contribution represent
to the entire New Value Contribution.

A copy of the Disclosure Statement is available at:

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

                  About Watersong Apartments, L.P

Heaadquartered in Solana Beach, California, Watersong Apartments,
L.P., owns and operates the Watersong Condominiums, 250 separately
registered, titled and separately saleable condominium units with
separate addresses, including 14645 Las Flores Drive, Dallas,
Texas 75254, with separate parcel numbers and legal descriptions.
The partnership filed for Chapter 11 bankruptcy protection on
April 2, 2011 (Bankr. S.D. Calif. Case No. 11-05632).  Bankruptcy
Judge Louise DeCarl Adler presides over the case.  David M.
Reeder, Esq., at Reeder Law Corporation, in Los Angeles,
represents the Debtor as counsel.  In its schedules, the Debtor
disclosed assets of $10,204,930 and liabilities of $15,451,642 as
of the petition date.

The United States Trustee said that a committee under 11 U.S.C.
SEC. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Watersong Apartments,
L.P. have expressed interest in serving on a committee.


WORLD SURVEILLANCE: Closes $5.5MM Securities Pact with La Jolla
---------------------------------------------------------------
World Surveillance Group Inc. and related technologies has closed
on a Securities Purchase Agreement with La Jolla Cove Investors,
Inc., for an aggregate of $5.5 million.  The $500,000 initial
tranche of the Financing, which was funded at the closing, was
issued in connection with a Convertible Debenture due in January
2015 and an Equity Investment Agreement.  Pursuant to the EIA, the
Investor agreed to invest an additional $5.0 million in monthly
tranches beginning on the effectiveness of a registration
statement the Company will file with the Securities and Exchange
Commission, but not prior to 91 days following the closing.  The
Investor also has the right to purchase an additional $5.0 million
of our common stock at an exercise price of $0.21 per share for a
period of three years, for a total potential investment of $10.5
million.

The Company plans on using the proceeds of the Financing to expand
the operations of both WSGI and its subsidiary, Global Telesat
Corp., as well as to commercialize and further market the
Company's Argus One line of UAVs.  The Company expects to deploy
resources to continue the Government sponsored flight testing and
demonstration of the Company's Argus One UAV in Nevada where the
aircraft currently resides, inflated in a hangar.  The Company
also intends to use a portion of the proceeds from the Financing
to pursue GTC contracts for the construction of satellite ground
stations, as well as to expand GTC's sales and marketing efforts
to both potential Government and commercial customers.  The
Company also expects to advance it's partnership with Oklahoma
State University - University Multispectral Laboratories, LLC, to
support additional technical development of the Company's airships
as well as flight testing and demonstrations at UML's Oklahoma
Training Center-Unmanned Systems within the U.S. Army's Fort Sill
restricted airspace.  WSGI and UML recently completed certain
required flight safety procedures and are in the process of
finalizing a series of flight exercises in Oklahoma following the
Argus One UAV flight exercises in Nevada.

WSGI Chairman of the Board, Michael K. Clark stated "I am pleased
we have formed a relationship with such an established
institutional partner and we look forward to growing our
institutional investor base as we progress with our business plan
throughout 2012.  The additional financial resources now available
to the Company should allow our team and partners to accelerate
and continue to execute the Company's strategic plan."

WSGI President and CEO, Glenn D. Estrella indicated "With the
proceeds from the Financing, in addition to commercializing and
marketing our UAV airships, we intend to deploy substantial
resources to accelerate our GTC product and marketing efforts.  We
look forward to a successful relationship with our new
institutional partner and expect that with the additional
resources available to us, we will be able to continue to
strengthen our balance sheet and increase shareholder value."

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $340,155 on $130,144 of net
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $7.78 million on $200,000 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.94
million in total assets, $16.87 million in total liabilities and a
$13.93 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.


YRC WORLDWIDE: Prescott Group Discloses 8% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Prescott Group Capital Management, L.L.C., and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 548,996 shares of common stock of YRC Worldwide Inc.
representing 8% of the shares outstanding.  The percentage is
based on 6,846,537 shares of common stock issued and outstanding
as of Oct. 31, 2011, as reported in the Company's 10-Q filed on
Nov. 9, 2011.  A full-text copy of the Schedule is available for
free at http://is.gd/bp6SJM

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZOGENIX INC: Abingworth Ceases to Hold 5% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Abingworth Management Limited, Abingworth
Bioventures IV L.P. and Abingworth Bioventures IV Executives L.P.
disclosed that, as of Dec. 31, 2011, each of them has ceased to
own beneficially 5% or more of the Zogenix, Inc.'s outstanding
Common Stock.  A full-text copy of the filing is available for
free at http://is.gd/Cgickw

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company also reported a net loss of $60.19 million on
$29.67 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $71.42 million on $14.63
million of total revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$116.88 million in total assets, $86.71 million in total
liabilities and $30.16 million in total stockholders' equity.


* Moody's: U.S. Junk Default Rate Rises to 2.2% in January
----------------------------------------------------------
Moody's Investors Service said in a Feb. 7 report that the
worldwide default rate on junk debt rose from 1.8% in December to
2% in January.  The junk default rate in the U.S. increased to
2.2% in January from 1.8% in December. In Europe, the 3% default
rate in January was unchanged from the month before.

Moody's index of distressed debt declined to 21.4% in January from
24.1% in December. One year ago, the distress rate was 8.6%. The
index measures the percentage of junk-rated companies where debt
trades for 10% points more than comparable Treasury securities.

Moody's is predicting that the default rate worldwide will rise to
2.7% by January 2013, still below the 5% historical average,
Moody's said.

Of the seven corporate defaults in January, six were in the U.S.,
Moody's said.


* S&P: Percentage of Firms With Junk Ratings Hit 44.4% in 2011
--------------------------------------------------------------
Global corporate speculative-grade ratings as a share of the total
number of entities Standard & Poor's Ratings Services rates
increased to 44.4% as of Dec. 31, 2011, from 43% one year earlier,
said an article published by Standard & Poor's Global Fixed Income
Research, titled "Ratings Distribution In Emerging And Developed
Markets, Including The U.S. And Europe, As Of Fourth-Quarter
2011."

"Standard & Poor's rated 2,715 entities speculative grade and
3,393 entities investment grade as of Dec. 31, which increased the
total count of rated entities by 4.2% to 6,108 from 5,859 a year
ago," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research.  "Entities based outside the U.S. account for
51.3% of the global ratings population."  Globally, the majority
of issuers (66.4%) are nonfinancial entities.  The share of
entities rated 'CCC' and lower increased slightly to 2.5% year
over year from 2.4%. The median rating of all rated entities has
been 'BBB-' since the second quarter of 2010.

"During fourth-quarter 2011, Standard & Poor's assigned 176 new
ratings globally, most of which were within the emerging markets,
and it withdrew 138 ratings, most of which were from the U.S,"
said Ms. Vazza. "Twenty-two companies defaulted during the
quarter, and the global trailing 12-month speculative default rate
was 1.71% as of Dec. 31." Downgrades outnumbered upgrades globally
by a ratio of 1.5 to 1.0, and downgrades surpassed upgrades in
each region, except the emerging markets, where upgrades
outnumbered downgrades by 2 to 1.


* Green Hunt Wedlake Joins Grant Thornton Canada
------------------------------------------------
National accounting, tax and advisory firm Grant Thornton LLP
announced today that effective March 1, 2012, Nova Scotia-based
insolvency and restructuring firm Green Hunt Wedlake Inc. will
join Grant Thornton.

Green Hunt Wedlake has been advising corporate and personal
insolvency clients across Atlantic Canada for almost 20 years and
has grown to be one of the leading firms in the region. The firm
is based in Halifax, Nova Scotia, and also has a presence in
Truro, Dartmouth, Sackville, Kentville and New Glasgow. Along with
partners Peter Wedlake and Robert Hunt, who bring extensive
experience as licensed trustees, Grant Thornton will welcome 20
new team members.

"The addition of Green Hunt Wedlake to our growing Recovery and
Reorganization team in Atlantic Canada, which also includes the
recent addition of A.C. Poirier & Associates Inc., will allow us
to continue to increase our footprint in this essential practice
area," said Kevin Ladner, Regional Managing Partner, Grant
Thornton. "Given the growing breadth of our R&R services, our
significant depth of expertise and the strength of our brand,
Grant Thornton will continue to be market leaders."

"We believe that organizations achieve long-term success by
unlocking the full potential for growth across all areas of their
business. It's a philosophy we share with our clients, and it's
something we do ourselves," adds Phil Noble, Executive Partner and
Chief Executive Officer, Grant Thornton LLP. "Growth happens in
many ways, and in this case, it means increased capacity to
deliver integrated services to clients by combining forces with
the best firms across Canada, like Green Hunt Wedlake. It's an
exciting time of expansion for Grant Thornton."

"We feel that joining Grant Thornton is the right move for our
firm," said Peter Wedlake and Robert Hunt, Partners, Green Hunt
Wedlake. "It gives us an increased ability to service corporate
and private clients through Grant Thornton's many offices in the
region, and to expand the breadth of our service offerings. We're
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* BOOK REVIEW: Corporate Debt Capacity
--------------------------------------
Author: Gordon Donaldson
Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961
book published by the President and Fellows of Harvard College).
List Price: 294 pages. $34.95 trade paper, ISBN 1-58798-034-7.

"The research project who results are reported in this volume was
primarily concerned with the risk element involved in the
utilization of debt as a source of permanent capital for
business," Bertrand Fox, Director of Research, succinctly writes
in the "Foreword".  The research project was funded by and
conducted by an organization connected with Harvard College, the
original publishers of this book in the early 1960s.

The research was not a body of data for analysis as research
typically is in business studies or sociological studies.  In the
end, Donaldson recommends perspectives and practices going beyond
the research.  This doesn't necessarily go against the findings
of the research, but rather shows the limitations of the thinking
of most businesspersons at the time or their blind spots
regarding the role of debt, especially with respect to potentials
for growth, longevity, and other interests of business
management.

The businesses are not identified.  Given Donaldson's credibility
and reputation and the Harvard name behind the research project
however, the research data is taken as factual and reliable.  The
research was garnered from participating corporations and
financial institutions.

Though there are a few tables, the research is not limited to
financial information strictly as figures and other balance sheet
data.  Donaldson was interested as much in corporate leaders'
psychology and presumptions about debt more than current debt
situations and corporate policies regarding debt.  Financial
institutions were included as part of the study as well because
their views toward corporate debt and the way they worked with
the financial parts of corporations had an effect on corporate
debt of the time.

As Donaldson found from the research, both corporations and
financial institutions understood debt in conventional,
traditional, ways.  For the corporations, these ways could be
hampering operations and strategy.  The ways corporations were
being hampered were unseen however unless they started looking at
their books differently and became open to taking on debt
differently.  Donaldson's singular achievement was to see in the
research ways in which corporations were being hampered and in
thus propose a new way of regarding debt.  This was a
revolutionary step for the large majority of businesses.  And for
even the small number of businesses which were pursuing
unconventional debt practices, Donaldson's studies and new
perspective put these on solid ground giving better guidance.

Donaldson's readings of the research reflect corporate managers'
own statements (also part of the research) regarding their views
on their company's financial analysis and debt.  Managers are
quoted, "Our management is essentially conservative."; "The word
which describes our corporate image is 'dignified'."; "I supposed
in a way we're lazy."  The author treats these as "attitudes"--as
in a chapter "Management Attitudes to Non-Debt Sources"--
realizing that it is such "attitudes" more than what financial
figures disclose or debt itself which colors practices about the
fundamental business matter of debt.

Donaldson brings into the open managers false sense of debt.
This false sense is bound in with conventional, inherited
concepts and images of a corporation having no relation to facts.
Such conventional views are perpetuated by an aversion to risk.
The less debt, the less risk, according to the prevailing
precept.  But Donaldson points out that managers who observe this
actually often pursue greater risks in product development,
entering new markets, mergers, and other activities.

Corporate "attitudes" to debt since the book's 1961 publication
attest to the deep influence of Donaldson's groundbreaking
perspective.  Consumer debt, the growth of credit cards, and
other financial phenomena also evidence changed regard of debt
found in Donaldson's work.  The tipping of the balance to too
much debt for many corporations and beyond cannot be attributed
to the book however.  For in urging new concepts and uses of debt
for the better management of corporations, Donaldson also goes
into determination and control of risks entailed in new types of
debt.

Gordon Donaldson retired in 1993 after close to 20 years at the
Harvard Business School.



                           *********

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
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