TCR_Public/130103.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 3, 2013, Vol. 17, No. 2

                            Headlines

4KIDS ENTERTAINMENT: Full-Payment Plan Confirmed Dec. 13
4KIDS ENTERTAINMENT: Changes State of Incorporation to Delaware
A123 SYSTEMS: Seeks Court OK for Release of Proceeds
ACCENTIA BIOPHARMACEUTICALS: Had $9.2MM Net Loss in Fiscal 2012
AHERN RENTALS: Seeks to Reinstate Exclusivity Through Appeal

AES EASTERN: Confirms Plan With 12% Unsecured Recovery
ALLIANT HOLDINGS: Cash Tender Offer & Consent Solicitation Expire
ALMA ENERGY: Bankr. Court Loses Jurisdiction on Amended Complaint
AMBAC FINANCIAL: Not Predicting When Plan Will Be Consummated
AMERICAN AIRLINES: Pilots Present Proposal for Seniority Rules

AMERICAN AIRLINES: Said To Take Steps Nearing Merger With US Air
AMERICAN AIRLINES: Gets Approval of Labor Deal With Pilots
AMERICAN AIRLINES: Committee Backs New American Eagle Contracts
AMERICAN AIRLINES: Keeps Control of Case Until May 2013
AMERICAN AIRLINES: Wins Court OK to Amend Pilots Retirement Plan

AMF BOWLING: Proposes Bonus Programs for Nine Top Executives
ARCHDIOCESE OF MILWAUKEE: Panel Seeks Hike in Hamilton's Fee Cap
ATP OIL: Stephen Taylor Discloses 6.3% Equity Stake
AVANTAIR INC: Investors Demand $1.3 Million Payment
BANK OF NEW ENGLAND: No Fee Enhancement Award for Andrews Kurth

BANK OF NEW ENGLAND: Ch.7 Trustee to Get $1.2MM Fee Enhancement
BEACH FIRST: Trustee Barred From Suing Directors of Failed Bank
BEHRINGER HARVARD: Borrows $31 Million from Great American
BERNARD L. MADOFF: Schneiderman Dispute Goes to District Court
BIOVEST INTERNATIONAL: Incurs $11.7-Mil. Net Loss in Fiscal 2012

BLITZ USA: Court Approves Sanders Warren as Neutral Evaluator
CAPITOL BANCORP: Interim Chief Financial Officer Quits
CATALYST PAPER: Fails to Close Accord on Sale of Elk Falls Site
CENTRAL EUROPEAN: Roust Trading Discloses 19.5% Equity Stake
CHARLES BRELAND: District Court Says IRS Can't Amend Claim

COMMUNITY FINANCIAL: Consummates $24MM Private Placement Offering
CONAGRA FOODS: Fitch Gives 'BB+' Rating on Subordinated Notes
CPI CORP: Sells Wedding Business Assets of Bella Pictures
CROSS ISLAND: Court Approves Tarter Krinsky as Substitute Counsel
CYNERGY DATA: Bankr. Court Blocks Former CEO's Suit Against Lender

DUNE ENERGY: To Issue $50 Million Worth of Common Shares
DUNE ENERGY: Zell Credit Discloses 6.4% Equity Stake
DUNE ENERGY: BlueMountain Discloses 20.9% Equity Stake
DUNE ENERGY: Strategic Partners Discloses 25.1% Equity Stake
EAST SYSTEMS: Court Dismisses AMT Shareholder's Lawsuit

EASTMAN KODAK: Cash Fell to $274.1 Million at Nov. 30
EDISON MISSION: Wins OK of Forbearance with Powerton and Joliet
EDISON MISSION: Taps McKinsey Recovery as Restructuring Advisor
FIRST PLACE: Talmer Completes Acquisition of First Place Bank
FIRST PLACE: Court OKs Amended Purchase Agreement with Talmer

FREDERICK'S OF HOLLYWOOD: Amends Employment Pacts with CEO, CFO
FRIENDSHIP DAIRIES: Wants Until Jan. 11 to File Plan
GEOPHARMA INC: Joint Chapter 11 Plan Confirmed
HOSPITAL DAMAS: Court Rejects Alverio Diaz, Ortiz Velazquez Claims
INFUSYSTEM HOLDINGS: John Climaco Named Lead Independent Director

INLAND EMPIRE: Involuntary Chapter 11 Case Summary
INSPIREMD INC: Stockholders Elect Two Class 1 Directors
INTERLEUKIN GENETICS: No Non-Discretionary Bonus for 2013
INT'L HOME PRODUCTS: Court Won't Stay Foreclosure Order
JHK INVESTMENTS: Has Preliminary Use of Bay City Cash Collateral

KWIK-WAY PRODUCTS: Bank of America Faces Sanctions
J920 LLC: Case Summary & 5 Unsecured Creditors
LBI MEDIA: 76% Old Notes, 73% Discount Notes Validly Tendered
LEHMAN BROTHERS: Takes $149.5MM From CIBC in Flip Clause Dispute
LEHMAN BROTHERS: Mass. HFA Seeks State Ruling on Swap Termination

LITHIUM TECHNOLOGY: Messrs. Mulder and Kremers Quit from Board
MUNICIPAL CORRECTIONS: Prison Facility's Case Goes to N.D. Ga.
NATIVE WHOLESALE: Wants to Post Collateral to Secure Avalon Bond
OASIS HOMES: Chapter 11 Case Summary & 4 Unsecured Creditors
OMTRON USA: Bankruptcy Moved From Delaware to North Carolina

OVERSEAS SHIPHOLDING: Common Stock Delisted from NYSE
PACIFIC RIM: Voluntary Chapter 11 Case Summary
PACIFIC THOMAS: Court Approves Matlock Law as General Counsel
PACIFIC THOMAS: Asks Court to Extend Plan Filing Period to April 6
PALM BEACH: GE Capital Sued by Petters Fraud Victims

PENNFIELD CORP: Signs Cargill to Buy Animal-Feed Business
PINNACLE AIRLINES: Has Until Jan. 31 to File Chapter 11 Plan
PIPELINE DATA: Can Hire Kirkland & Ellis as Attorney
PIPELINE DATA: Has Court OK to Hire Whiteford Taylor as Co-Counsel
PIPELINE DATA: Has AlixPartners as Financial Advisor

PIPELINE DATA: Hires Dragonfly Capital as Financial Advisor
PIPELINE DATA: Hires Epiq as Administrative Advisor & Claims Agent
PORTER BANCORP: Fails to Comply with NASDAQ Listing Requirements
RADIAN GROUP: Exchange Offer of Senior Notes Expires
PMI GROUP: Settlement with Creditors Committee Takes Effect

RESIDENTIAL CAPITAL: Judge Peck to Sit as Mediator Until February
RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to Feb. 28
RESIDENTIAL CAPITAL: Lenders Relax Plan Covenant
SAVE MOST: Section 341 Meeting Rescheduled to Jan. 9
SORRENTO PAVILION: Calif. Court Affirms Judgment in Guaranty Suit

SPRINGLEAF FINANCE: Four Directors Resign from Board
SUGAR CREEK: Case Summary & 20 Largest Unsecured Creditors
SWISS CHALET: Employment Discrimination Action Already Stayed
TERRA BENTLEY II: Village of Overland Pointe Wins Case Dismissal
TRIDENT MICROSYSTEMS: Confirmed Plan Declared Effective Dec. 19

VITRO SAB: Defeated Again by Bondholders in Appeals Court
W.R. GRACE: Seeks to Extend L/C Facility to June 2014
W.R. GRACE: Appoints Badmington as VP for Corporate Communications
WESTPOINT STEVENS: Chapter 11 Case Dismissed
YNS ENTERPRISE: Court Orders Dismissal of Chapter 11 Case

YOUNG MEN'S: Case Summary & 20 Largest Unsecured Creditors

* Shadow Inventory Continues to Decline in Oct., CoreLogic Says

* Recent Small-Dollar & Individual Chapter 11 Filings




                            *********

4KIDS ENTERTAINMENT: Full-Payment Plan Confirmed Dec. 13
--------------------------------------------------------
4Kids Entertainment, Inc., and its subsidiaries notified the U.S.
Securities and Exchange Commission that the Bankruptcy Court
entered an order confirming their Amended Joint Plan of
Reorganization on Dec. 13, 2012.

The Plan provides for the reorganization of the Debtors.  On the
effective date of the Plan, the Company will be reincorporated
from a New York corporation to a Delaware corporation through a
merger with a wholly-owned Delaware subsidiary that was created
for purposes of the reincorporation.

All creditors of the Debtors will be paid in full, with interest,
in respect of allowed claims.  On the effective date of the Plan,
the Company's common stock will be cancelled and holders of the
Company's common stock will be issued one (1) share of common
stock in the Reorganized Company in exchange for each share of the
Company's common stock.

The members of the Reorganized Company's board of directors will
be Jay Emmet, Duminda M. DeSilva, Wade I. Massad and Bruce R.
Foster.

As of Dec. 13, 2012, 13,714,992 shares of the Company's common
stock were outstanding and zero shares of the Company's common
stock were specifically reserved for future issuance in respect of
claims and interests filed and allowed under the Plan.

As of Sept. 30, 2012, the Company had total assets of $15,750,533
and total liabilities of $12,084,075.

A copy of the Confirmation Order is available for free at:

                       http://is.gd/vDjlRi

A copy of the Amended Plan is available for free at:

                       http://is.gd/7k9CX4

                     About 4Kids Entertainment

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

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

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

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

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

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


4KIDS ENTERTAINMENT: Changes State of Incorporation to Delaware
---------------------------------------------------------------
Pursuant to the Amended Joint Plan of Reorganization of 4Kids
Entertainment, Inc., and its domestic wholly owned subsidiaries,
which became effective on Dec. 21, 2012, 4Kids changed its state
of incorporation from the State of New York to the State of
Delaware by the merger of 4Kids with and into 4Licensing
Corporation, a newly formed Delaware corporation and a wholly
owned subsidiary of 4Kids, with 4Licensing as the surviving
corporation.

The Reincorporation was accomplished by filing (i) the Certificate
of Incorporation of 4Licensing with the Secretary of State of the
State of Delaware on Dec. 19, 2012, (ii) the Certificate of
Ownership and Merger with the Secretary of State of the State of
Delaware on Dec. 21, 2012, and (iii) the Certificate of Merger
with the Department of State of the State of New York on Dec. 21,
2012.  Upon the effective time of the Reincorporation, the
Company's name became "4Licensing Corporation" and the Certificate
of Incorporation and By-Laws of 4Licensing as in effect
immediately prior to the effective time of the Reincorporation
became the certificate of incorporation and bylaws of the Company.
The trading symbol for the Company's common stock will change as a
result of the name change.

As of the effective time of the Reincorporation, the rights of the
Company's stockholders began to be governed by Delaware law and
the newly adopted Certificate of Incorporation and By-Laws of
4Licensing.

In order to reduce the risk that any change in the ownership of
4Licensing would jeopardize the preservation of the Company's net
operating loss carryovers and other tax benefits, 4Licensing's
Certificate of Incorporation restricts certain transfers of equity
securities of 4Licensing.

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

                       http://is.gd/j9zlop

                     About 4Kids Entertainment

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

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

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

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

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

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

As reported by the TCR on Dec. 17, 2012, U.S. Bankruptcy
Judge Shelley C. Chapman confirmed the Debtor's Chapter 11 plan.


A123 SYSTEMS: Seeks Court OK for Release of Proceeds
----------------------------------------------------
BankruptcyData.com reports that A123 Systems filed with the U.S.
Bankruptcy Court a motion for an order authorizing the release of
$100,000 in proceeds of the Debtors' management protection
insurance policy to provide (I) reimbursement of derivative
investigation costs and (II) payment of defense costs and loss to
Debtors and covered persons.

According to the filing, three lawsuits are pending in
Massachusetts that involved A123 Systems and relate to potentially
defective prismatic cells and activities and events that occurred
prior to the Debtors filing for bankruptcy. The Debtors assert
that payment of the covered persons' loss and defense costs will
alleviate the individuals' concerns that they will be personally
liable for their own defense or settlement, allowing them to focus
their efforts on the Chapter 11 proceeding.

The Court scheduled a Jan. 15, 2013 hearing on the matter.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.

A123 sought bankruptcy protection with a deal to sell its auto-
business assets to Johnson Controls Inc.  The deal with JCI is
valued at $125 million, and subject to higher offers at a
bankruptcy auction.  At an auction early in December, JCI's bid
was topped by Wanxiang America's $256.6 million offer.

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.

JCI has filed an appeal from the sale approval.


ACCENTIA BIOPHARMACEUTICALS: Had $9.2MM Net Loss in Fiscal 2012
---------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $9.18 million on $4.05 million of total net sales
for the year ended Sept. 30, 2012, compared with a net loss of
$15.65 million on $3.95 million of total net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.58
million in total assets, $82.32 million in total liabilities and a
$79.73 million total stockholders' deficit.

Cherry, Bekaert & Holland, L.L.P., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company incurred cumulative net losses of approximately $24.8
million during the two years ended Sept. 30, 2012, and had a
working capital deficiency of approximately $55.0 million at
Sept. 30, 2012.  On Nov. 17, 2012, approximately $14.1 million of
the Company's debt matured and accordingly the Company is
currently in default of these debt instruments.  "These conditions
raise substantial doubt about the Company's ability to continue as
a going concern."

                        Bankruptcy Warning

"If, as or when required, the Company is unable to repay,
refinance or restructure its indebtedness under the Company's
secured or unsecured debt instruments, or amend the covenants
contained therein, the lenders and/or holders under such secured
or unsecured debt instruments could elect to terminate their
commitments thereunder cease making further loans and institute
foreclosure proceedings or other actions against the Company's
assets.  Under such circumstances, the Company could be forced
into bankruptcy or liquidation.  In addition, any event of default
or declaration of acceleration under one of the Company's debt
instruments could also result in an event of default under one or
more of the Company's other debt instruments.  The Company may
have to seek protection under the U.S. Bankruptcy Code from the
Matured Obligations.  This would have a material adverse impact on
the Company's liquidity, financial position and results of
operations."

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

                       http://is.gd/v1wvtG

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin's lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.


AHERN RENTALS: Seeks to Reinstate Exclusivity Through Appeal
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc. is asking a U.S. district judge to
reinstate its exclusive right to propose a reorganization plan.
That right was taken away from Ahern in December by U.S.
Bankruptcy Judge Bruce T. Beesley in Reno, Nevada.  According to
Ahern, Judge Beesley ended the company's exclusive plan-filing
rights before the plan was actually filed.  Ahern argues that
the judge ended exclusivity because the plan would violate the
so-called absolute priority rule.

The report notes that the rule in general terms means that
shareholders must be wiped out if the cramdown process is invoked
to impose a plan over objection from creditors.

The report also notes that even before the order was formally
signed in December, Ahern went to the district court and won a
stay pending appeal.  As a result, Ahern's exclusive plan-filing
rights were reinstated until the appeal is finished.

Ahern said the bankruptcy resulted from the refusal of three
lenders on the revolving credit to agree on a one-year extension
of a matured loan.

The 9.25% second-lien notes last traded on Dec. 10 for 63.25 cents
on the dollar, according to Trace, the bond price reporting system
of the Financial Industry Regulatory Authority.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

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

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485.8 million in assets
and $649.9 million in liabilities.

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


AES EASTERN: Confirms Plan With 12% Unsecured Recovery
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AES Eastern Energy LP has a confirmed Chapter 11 plan
intended to generate a 12% recovery for creditors with $482
million in unsecured claims.  The U.S. Bankruptcy Court in
Delaware signed a confirmation order on Dec. 27 approving the
liquidating plan.  Creditors' recovery is due in large part to a
$47 million settlement negotiated in November with non-bankrupt
parent AES Corp.

According to the report, the settlement with the AES parent
resulted from an investigation by the creditors' committee into
$1 billion in dividends paid to the parent from 1998 and 2010 that
allegedly were fraudulent transfers.  In return for dropping
claims against the parent and its officers and directors, AES pays
$47 million when the plan becomes effective.  The payment
represents most of the $57.5 million projected for distribution to
unsecured creditors.

The parent's stock closed on Dec. 28 at $10.51, down 13 cents a
share in New York Stock Exchange trading.  The three-year high was
$14.13 on Jan. 19, 2010. The low for the period was $8.90 on July
6, 2010.

                         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 plants 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 is the
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., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern was authorized in April to sell the two operating
facilities to secured creditors in exchange for debt.


ALLIANT HOLDINGS: Cash Tender Offer & Consent Solicitation Expire
-----------------------------------------------------------------
Alliant Holdings I, Inc. on Jan. 2 announced the final results of
its previously announced cash tender offer and consent
solicitation for any and all of its outstanding 11% Senior Notes
due 2015 (CUSIP Nos. 01881PAA4 and U0187LAA3), subject to the
terms and conditions of the Offer to Purchase and Consent
Solicitation Statement dated December 3, 2012.  The Offer expired
at 11:59 p.m., New York City time, on December 31, 2012.  As of
the Expiration Time, based on the final information provided to
the Company by i-Deal LLC, the depositary for the Offer, the
Company received tenders and consents from holders of
$252,320,000, or 95.2% of the aggregate principal amount of the
Notes.  All Notes validly tendered and not validly withdrawn in
the Offer have been accepted for payment by the Company.

Based on the consents received, the Company entered into a
supplemental indenture that eliminates substantially all of the
restrictive covenants, certain events of default and related
provisions in the indenture governing the Notes.

The tender offer and consent solicitation were made by the Company
in connection with, and pursuant to the terms of, the Agreement
and Plan of Merger, dated November 21, 2012, by and among Alliant
Holdings I, LLC, the ultimate parent of the Company, A-S L.P., A-S
Parent Inc., A-S Merger Sub LLC and the representative named
therein.  The Company's obligation to accept for purchase and to
pay for Notes validly tendered and not withdrawn pursuant to the
Offer was subject to the satisfaction or waiver, in the Company's
discretion, of certain conditions, which were more fully described
in the Statement, including, among others, (1) the completion of
certain debt financings and (2) the closing of the Merger (as
defined in the Statement).  All of these conditions were
satisfied.

Holders of the Notes that validly tendered prior to 5:00 p.m., New
York City time on December 14, 2012 and not validly withdrawn
received the "Total Consideration" of $1,032.08 per $1,000
principal amount of Notes.  Holders of the Notes that validly
tendered after the Consent Time but on or prior to the Expiration
Time received the "Tender Offer Consideration" of $997.50 per
$1,000 principal amount of Notes, which is the total consideration
less the consent payment of $34.58 per $1,000 principal amount of
Notes.  In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, holders whose Notes were accepted
for purchase in the Offer received accrued and unpaid interest
from the most recent interest payment date on the Notes up to, but
not including, the applicable settlement date.

J.P. Morgan Securities LLC had been engaged to act as dealer
manager and solicitation agent in connection with the tender offer
and consent solicitation.  The Company had retained i-Deal LLC to
serve as the depositary and information agent for the Offer.

                          *     *     *

As reported by the Troubled Company Reporter on Dec. 26, 2012,
Standard & Poor's Ratings Services assigned its 'B-' debt and '3'
recovery ratings (indicating our expectation for meaningful [50%-
70%] recovery of principal in the event of a default) to Alliant
Holdings I LLC (Alliant LLC)'s senior secured facilities
consisting of a $705 million term loan B due 2019, and $100
million revolving credit facility (undrawn at closing) due 2017.
"We also assigned our 'CCC' debt and '6' recovery ratings
(indicating our expectation for negligible [0%-10%] recovery of
principal in the event of a default) to the company's $450 million
senior unsecured notes due 2020," S&P said.


ALMA ENERGY: Bankr. Court Loses Jurisdiction on Amended Complaint
-----------------------------------------------------------------
District Judge Amul R. Thapar affirmed the bankruptcy court's
dismissal of an adversary proceeding initiated by Phaedra
Spradlin, as Trustee of Alma Energy LLC, and others against
Pikeville Energy Group, LLC, et al.  The plaintiffs initiated the
adversarial proceeding before the Bankruptcy Court and then
voluntarily amended their original complaint.  According to Judge
Thapar, the Bankruptcy Court correctly determined that after the
amendment the Court lost jurisdiction.

Both the District Court and the Bankruptcy Court noted the case's
"tortured history" that winds through a "scrambled maze of facts
and allegations."  The case even prompted Judge Thapar to borrow a
line from John F. Guilmartin's The Reader's Companion to Military
History 427 (Robert Cowley & Geoffrey Parker eds., 1996): "When an
engineer was hoist by his own petard during a siege, it was the
result of poor timing. The engineer's job was to place the petard,
a portable bomb, at the castle's wall or door.  He would then
wheel around and hope he could outrun the coming blast. Sometimes
-- due to a fast burning fuse or loose powder trains -- the petard
would explode early.  The unfortunate engineer would then be, as
the saying goes, hoist by his own petard."

"Thus, like the proverbially unfortunate engineer, the plaintiffs
are the victims of unfortunate timing -- hoist by their own
amendment," Judge Thapar said.

Alma Energy LLC, a now-defunct coal company, purchased mineral
leases in three Kentucky coal mines and soon began mining.  In an
effort to expand its operations and invest in additional
properties, Alma started looking for capital investors in early
2006.  That search led Alma to several investors, including Warren
Halle and THC Kentucky Coal Venture I, LLC.  Together, they formed
Kentucky Coal Venture I LLC as a corporate instrument to
facilitate their joint venture.  THC was designated the managing
member of KCVI with full control of its business decisions, while
Halle and other investors were named members.

By agreement, Alma transferred all its mineral-lease rights to
KCVI in exchange for funding from KCVI, the exclusive right to
mine and sell coal from the existing three mines, and similar
rights to any other coal properties KCVI acquired in the next 20
years.  Alma and KCVI would then split the profits from Alma's
mining.

Their budding alliance soon fractured. In 2007, both KCVI and Alma
accused each other of defaulting on their agreement. KCVI sued
Alma in U.S. District Court for the District of Maryland.  The
financial strain of the litigation pushed Alma into dire straits,
and it soon filed for Chapter 11 bankruptcy in the Eastern
District of Kentucky.  In bankruptcy court, Alma filed two
adversary proceedings.  The first alleged various state-law claims
against KCVI, THC, and Halle.  The second claimed KCVI and Halle
had violated the Bankruptcy Code's automatic stay provisions.

At the end of 2007, however, the Maryland case and both adversary
proceedings were settled.  The parties agreed to divide operations
along state lines, with the Halle Entities operating properties in
West Virginia and Alma operating properties in Kentucky.

Having struck an uneasy peace with the Halle Entities, Alma had
enough stability to pursue potential investors for their
operations in Kentucky.  Alma eventually worked out a deal with
mining company Blackberry Energy, LLC and Pikeville Energy Group,
LLC.  The plan was simple.  Alma would let Blackberry mine the
coal covered in its mineral leases, Blackberry would sell the coal
to Pikeville Energy, and Pikeville Energy would then market it to
third-party purchasers.  Executing the plan, however, proved
difficult.  When Alma filed a motion with the Bankruptcy Court to
approve their interim mining agreement and allow commencement of
mining operations, the Halle Entities filed an objection raising
numerous challenges to the proposed operation.  Alma said the
objection was a per se violation of the 2007 Settlement Agreement.

After a hearing, the Bankruptcy Court ordered the parties to work
out their differences.  Negotiations were allegedly very heated,
with personal insults and threats exchanged.  And as the
negotiations dragged on, the costs of the crews and equipment at
Alma's idle mines mounted.  Despite the lack of agreement with the
Halle Entities, Alma and its new partners eventually won court
approval of their interim mining agreement.  However, Pikeville
was unable to secure third-party vendors to purchase Alma's coal,
which Alma originally blamed on interference by the Halle
Entities.

The hostilities between Alma and the Halle Entities once again
gave way to outright litigation.  On May 4, 2009, Alma filed the
adversary proceeding, bringing numerous claims against the Halle
Entities and several of their business associates.  The claims had
a common theme: the Halle Entities and their associates breached
the "the spirit and intent of the 2007 Settlement Agreement," and
wrongly interfered with Alma's reorganization efforts.  The
complaint did not allege any wrongdoing by, or seek any damages
from Pikeville Energy; Pikeville Energy members Gary Richard and
Brett Morehouse; or Richard's other company, Banner Industries of
N.E., Inc.  Morehouse and Banner were not even mentioned.  Oddly,
Alma still named Pikeville Energy and Blackberry as defendants,
along with several of Alma's other partners in its reorganization
efforts.  Alma did not do this because it had viable claims
against them or because it wanted some affirmative relief at their
expense.  Instead, Alma named them as defendants out of a belief
that, "in their absence, the Court cannot complete relief among
Alma and the Halle Entities."

Seventeen days after Alma filed the adversary proceeding, Alma's
bankruptcy case was converted from a Chapter 11 proceeding to a
Chapter 7 proceeding.  Phaedra Spradlin was appointed as the
Chapter 7 trustee.

With Spradlin at the helm of Alma's Estate, alliances shifted and
the nature of the litigation transformed dramatically.  Spradlin
quickly entered into a settlement with the Halle Entities, which
included two key provisions.  First, Alma sold THC certain leases,
personal property, and its claims against the other defendants.
The deal gave THC complete ownership of the "claims and causes of
action" Alma had against the parties named in the original
complaint -- including Pikeville Energy and two of the group's
members, Brett Morehouse and Gary Richard.  This was not a mere
authorization to pursue Alma's claims on the Estate's behalf, but
a wholesale transfer "to THC and only THC" of "any and all
proceeds with respect to the litigation and/or liquidation of such
claims and causes of action."  Second, the Halle Entities agreed
to indemnify the Alma Estate against any claims that might be
brought against Alma when THC litigated the transferred claims.

With the deal struck, THC filed an amended complaint and then a
second amended complaint.

The Bankruptcy Court, however, observed, the adversary proceeding
was "substantially and materially different" under the second
amended complaint.  Both the parties and the theory of the case
had changed dramatically.  THC was now a plaintiff, with Spradlin
along for the ride in name only.  THC added several new defendants
who were not even mentioned in the original complaint, including
Brett Morehouse and Banner Industries of N.E., Inc.  The second
amended complaint also told "a substantially different account
than the original."  The Halle Entities were no longer the
saboteurs that Alma's original complaint alleged they were.  It
turned out that Alma's partnership with Pikeville Energy and
Blackberry had really been a scheme to bilk Alma.  THC's complaint
alleged, among other things, that Pikeville and its members
conspired to exploit Alma by selling the coal it bought from
Blackberry at a substantially higher price and then withholding
the additional profits from Alma.  THC's complaint also claimed
that Richard defrauded Alma and its investors by wrongly diverting
investor funds from Alma to his own company, Banner Industries.
All eight counts were state-law torts, seeking damages from
nondebtor defendants, on behalf of a nondebtor plaintiff.

Three of the co-defendants launched a counterattack.  On Jan. 7,
2011, Pikeville Energy, Richard, and Banner moved to dismiss THC's
complaint against them for want of subject-matter jurisdiction.
The codefendants pounced on the fact that, after the 2009
Settlement Agreement, Alma's Estate no longer had any financial
stake in the adversary proceeding.  Therefore, they argued, the
Bankruptcy Court no longer had jurisdiction under 28 U.S.C. Sec.
1334(b).

Realizing their tactical error, THC and Spradlin scrambled to
create an interest for the estate.  They drafted an assignment
granting the Estate the greater of "(i) the first $45,000 from; or
(ii) three percent (3.0%) of any recovery of cash or other
asset(s)" from the "claims and causes of action assigned by the
[2009] Settlement Agreement".

On Jan. 24, 2012, the Bankruptcy Court granted the codefendants'
motion to dismiss the second amended complaint.  The Court found
that it no longer had subject-matter jurisdiction over the claims
against Pikeville Energy and Richard.  The Court noted the
disagreement among courts as to whether a bankruptcy court can
initially have subject-matter jurisdiction over an adversary
proceeding but then lose that jurisdiction at a later stage of the
proceeding.  It joined those courts holding that a bankruptcy
court can lose jurisdiction and concluded that it had lost
jurisdiction over this adversary proceeding.

The Bankruptcy Court based that conclusion on three facts: (1) the
2011 Assignment created only a "miniscule" and "speculative"
interest for the Estate; (2) the Estate's interest depended on THC
prevailing on its claim, making its interest "further tenuous";
and (3) the 2011 Assignment was an invalid attempt "to 'buy back'
subject-matter jurisdiction."  The Court therefore dismissed THC's
complaint as to Pikeville Energy, Richard, and Banner.

Shortly after that decision, Morehouse filed a motion seeking to
have the complaint dismissed as to him as well, which the Court
granted.

While the codefendants seemed to have struck a decisive blow, the
conflict was not over.  THC rallied, filing a motion to alter or
amend the judgment.  That motion raised a previously unnoticed
issue: whether the Bankruptcy Court still had "related to"
jurisdiction over THC's claims against Banner because those claims
were not part of the 2011 Agreement.  But THC's argument did not
resurrect the proceeding.  The Bankruptcy Court determined that,
even though the Banner Claims were "related to" the Estate's
bankruptcy under 28 U.S.C. Sec. 1334(b), they were not "core"
claims under 11 U.S.C. Sec. 157 (b) and (c).  Then, the Court
reasoned that it should abstain from exercising jurisdiction under
28 U.S.C. Sec. 1334(c)(1) because the balance of factors counseled
in favor of letting the parties resolve their claims in state
court.

Spradlin and THC took an appeal.

The case before the District Court is, PHAEDRA SPRADLIN, as
Trustee of Alma Energy, LLC, et al., Appellants, v. PIKEVILLE
ENERGY GROUP, LLC, et al., Appellees, Civil No. 12-111-ART (E.D.
Ky.).  A copy of the District Court's Dec. 26, 2012 Memorandum
Opinion and Order is available at http://is.gd/tEx3OUfrom
Leagle.com.

                         About Alma Energy

Alma Energy, LLC, owned rights to mine coal on two tracts of land
located in Pike County, Ky.  Out of cash, the Debtor suspended its
mining operation and sought chapter 11 protection (Bankr. E.D. Ky.
Case No. 07-70370) on August 13, 2007.  The mining operation was
restarted in 2008 with funding by Pikeville Energy Group, LLC, but
halted again during the chapter 11 proceeding.  On April 17, 2009,
the United States Trustee moved to dismiss the case or convert it
to a Chapter 7 liquidation proceeding.  On May 20, 2009, the
bankruptcy court entered an order converting the Debtor's case to
one under Chapter 7, and the U.S. Trustee appointed Phaedra
Spradlin as the Chapter 7 trustee.


AMBAC FINANCIAL: Not Predicting When Plan Will Be Consummated
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ambac Financial Group Inc. is one step closer to
implementing the Chapter 11 reorganization plan approved in March
by a bankruptcy judge in New York.

The report relates that Ambac announced on Dec. 28 that the
Congressional Joint Committee on Taxation approved a settlement
with the Internal Revenue Service where Ambac will pay $1.9
million and the parent will pay $100 million.

The report notes that the IRS settlement still must be approved by
the bankruptcy court.  Since there are other conditions to
consummation of the plan still to be satisfied, Ambac said it
cannot project when the plan will be implemented.

Ambac overcame opposition from shareholders in winning
confirmation of the plan. Creditor classes were all in support.

                       About Ambac Financial

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

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

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

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

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

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

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


AMERICAN AIRLINES: Pilots Present Proposal for Seniority Rules
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Allied Pilots Association, the union representing
pilots at American Airlines Inc., approved temporary rules
governing seniority lists if there is a merger with US Airways
Group Inc.  The union previously said creditors of American's
parent company, AMR Corp., wouldn't approve a merger without
seniority rules in place.  The union didn't disclose terms of the
proposal, which must be approved by AMR, US Airways and the US
Airline Pilots Association, a separate union representing pilots
at US Airways.  The APA, which favors a merger of the two
airlines, said confidentiality rules and securities laws prohibit
disclosure of details of the proposal worked out by the union's
management.

                         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.

AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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: Said To Take Steps Nearing Merger With US Air
----------------------------------------------------------------
US Airways Group Inc. and American Airlines' parent AMR Corp. are
moving closer to a merger, Bloomberg News reported in December.

Teams from each company are discussing how to combine departments
including personnel and compensation, the report said, citing
people familiar with the matter as its source.

AMR's board will meet January 9 to decide whether to go ahead,
with an announcement possible within days.  The talks may yet be
scuttled or delayed, Bloomberg reported.

The talks have been under way in Dallas for more than a week,
with a goal of reaching an agreement before AMR's board meets.
Meetings have been held on weekends and some sessions have run
until midnight as the parties try to hammer out terms and assess
the costs, according to a December 20 report by The Wall Street
Journal.

US Airways President Scott Kirby and Denise Lynn, senior vice-
president for people at American Airlines, have been involved in
talks with pilots from each company, along with Jack Butler, the
attorney for the unsecured creditors committee, Bloomberg
reported.

US Airways has been pursuing a merger with American Airlines
since shortly after the airline filed for bankruptcy protection.

US Airways has sent an all-stock merger proposal to the airline
suggesting that its creditors own 70% of the combined company and
US Airways' shareholders own 30% of that company.

Depending on how discussions progress, a combined company could
be valued at more than $8 billion.  A combination of American
Airlines and US Airways would surpass United Continental Holdings
Inc. as the world's largest airline, based on passenger traffic.

                         Flight Attendants

American Airlines flight attendants were to join the confidential
talks on a possible merger of the bankrupt airline with US Airways
Group, the St. Louis Business Journal reported on Dec. 21.

The Association of Professional Flight Attendants, which
represents the workers at AMR Corp.'s American Airlines, said
Thursday that it signed a non-disclosure agreement allowing its
involvement, Reuters reported.

AMR, which filed for Chapter 11 bankruptcy in November 2011, has
said it wants to exit bankruptcy as a stand-alone company, but
has been pursued all year by US Airways, the Business Journal
noted.  Discussions between the airlines and American's creditors
are at an advanced stage, the Business Journal said, citing
unnamed sources.  The pilots unions at the airlines also recently
joined the talks.

                         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.

AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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: Gets Approval of Labor Deal With Pilots
----------------------------------------------------------
American Airlines Inc. obtained a court order approving its new
labor agreement with pilots that could help the company reduce
its labor costs.

The six-year agreement, which was ratified by 74% of pilots who
voted, will give those pilots a 13.5% stake in the post-
bankruptcy company and annual pay raises while freezing their
pension and requiring longer work hours.  The new deal,
meanwhile, could help American Airlines save as much as $315
million annually.

The court order dated December 19 also overruled objections from
a group of pilots represented by New York-based law firm Seham
Seham Meltz & Petersen LLP, and from the American Independent
Cockpit Alliance Inc.

Earlier, the group, which consists of pilots hired by American
Airlines prior to November 1, 1983, criticized the company's
refusal to exclude the grievances filed by pilot Larry Scerba
from the settlement proposed under the new labor deal.

In response, American Airlines said the objections amount to a
"collateral attack" on the bankruptcy court's September 5 ruling,
which authorized the cancellation of the company's old labor
agreement with the pilots' union.

The company also argued that the APA is authorized to enter into
the new labor deal since it is the exclusive bargaining
representative for the American Airlines pilots.

                         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.

AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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: Committee Backs New American Eagle Contracts
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
conveyed its support for American Eagle Airlines Inc.'s new
collective bargaining agreements with three unions.

"The approval of these CBAs will help align Eagle's cost
structure with that of its competitors and thereby position Eagle
to successfully compete to provide regional lift to American
Airlines Inc.," the committee said.

The new labor deals will save American Eagle a total of $64.6
million per year, according to court papers.

The new agreements at American Eagle are with the Air Line Pilots
Association, the Association of Flight Attendants-CWA and the
Transport Workers Union of America, which represents fleet
service clerks, aircraft maintenance technicians, ground school
instructors and dispatchers.

                         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.

AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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: Keeps Control of Case Until May 2013
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted the request of AMR
Corp. and the committee of unsecured creditors to further extend
their exclusive right to file a Chapter 11 plan and solicit votes
from creditors.

In a November 19 decision, the bankruptcy court extended the
deadline for filing the plan to March 11, 2013, and for
soliciting votes from creditors to May 10, 2013.

The extension bars creditors and other parties from filing rival
plans and maintains AMR's control over its restructuring.

                         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.

AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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


AMERICAN AIRLINES: Wins Court OK to Amend Pilots Retirement Plan
----------------------------------------------------------------
AMR Corp. received a go-signal from Judge Sean Lane of the U.S.
Bankruptcy Court in Manhattan to amend the pilot retirement plan
of its regional carrier.

In a December 19 decision, Judge Lane authorized the company to
eliminate lump sum and installment options provided under the
retirement plan of American Airlines Inc., which employs more
than 10,000 pilots.

The bankruptcy judge overruled objections from pilots who do not
believe that keeping the lump sum option could cause a
termination of the plan as anticipated.

The opposition, which includes pilots who were hired by American
Airlines prior to November 1, 1983, had said their group is too
small that retention of their lump sum option couldn't cause a
termination of the plan even if they retired from their jobs.

AMR, however, was concerned that retention of those optional forms
of benefit could fuel a "massive wave of pilot retirements,"
according to a court filing.

The Dallas Morning News reported last month that the actual
financial impact of keeping the lump-sum option is not known
because most of the court documents in support of the motion were
redacted.

David Ebenstein, senior vice-president at McKinsey Recovery &
Transformation Services U.S., LLC, who estimated the impact of
keeping the lump-sum option, said it is assumed that American
expects to emerge from bankruptcy in March 2013, according to the
report.

                         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.

AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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).


AMF BOWLING: Proposes Bonus Programs for Nine Top Executives
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. is proposing incentive and
retention bonuses for nine top executives.  The chief operating
officer, the chief financial officer, and the inside general
counsel could receive $1 million in bonuses collectively if cash
flow sufficiently exceeds targets in the loan agreement financing
the bankruptcy reorganization begun in November.

The report relates that the bonuses at the highest level would
represent 120% to 150% of a year's salary for the top three
executives.  If cash flow only reaches the level prescribed in the
loan agreement, the bonuses would equal 80% to 100% of a year's
salary.  Alternatively, the top three can share a $1 million bonus
if the business is sold in a transaction with a value of $350
million or more.  Those bonuses too would range from 120% to 150%
of a year's salary.  The sale to lenders worked out before
bankruptcy won't qualify for a transaction bonus.  The executives
can receive a bonus under one program or the other, not both.

The report notes that there will be a separate retention bonus
program for six other executives who aren't so-called insiders.
The retention program would cost $140,000, AMF said in the court
filing.

A hearing on Jan. 17 in bankruptcy court is scheduled for approval
of the bonus programs. They are supported by first- and second-
lien lenders, according to AMF.

There will be an auction on March 14 to learn if anyone will top
the proposal where senior lenders would receive the new stock
together with $150 million cash supplied by a subgroup of the
lenders in the form of a term loan.  Assuming no competition, the
debt swap will be approved at a confirmation hearing for approval
of the Chapter 11 reorganization plan.

A group of the first-lien lenders are supporting the Chapter 11
case with $50 million in fresh financing.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  The petitions were signed by Stephen
D. Satterwhite, chief financial officer/chief operating officer.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors is represented by
lawyers at Pachulski Stang Ziehl & Jones LLP, and Christian &
Barton LLP.


ARCHDIOCESE OF MILWAUKEE: Panel Seeks Hike in Hamilton's Fee Cap
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of the Archdiocese of Milwaukee seeks authority
from the U.S. Bankruptcy Court for the Eastern District of
Wisconsin to increase the fee cap for its special constitutional
and federal statutory law counsel, Marci A. Hamilton.

Professor Hamilton was employed by the Committee to assist it in
connection with litigation brought against the Committee by the
Archdiocese of Milwaukee Catholic Cemetery Perpetual Care Trust.

The order approving Professor Hamilton's employment set a cap of
$25,000, without prejudice to seeking an increase.  According to
the Committee's counsel, Gillian N. Brown, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, Professor
Hamilton will soon exhaust the fee cap.  For the period March 8,
2012 through May 30, 2012, Professor Hamilton's fees totaled
$9,180.  Her fees for the period June 1, 2012 through July 30,
2012, totaled $2,200.  Ms. Brown adds that Professor Hamilton did
not bill any time related to the Cemetery Trust Litigation for
the months of August, September, or October; however, her fees
for the period November 1, 2012 through November 30, 2012,
totaled $11,580.  Thus, through the end of November, Professor
Hamilton has billed total fees of $22,960.

The Committee asks the Court to increase Professor Hamilton's fee
cap by $18,000, which the Committee estimates will be sufficient
to compensate her for the fees and travel expenses she will incur
to prepare for the hearing on the Summary Judgment Motion, travel
to and from Wisconsin, conduct the oral argument and consult on
any appellate issues that might arise in the immediate aftermath
of the hearing, if necessary.  Ms. Brown asserts that Professor
Hamilton's continued assistance is critical to the Committee's
case.  The Cemetery Trust Litigation, Ms. Brown explains,
involves a dispute as to the ownership of more than $55 million
that the Committee believes is property of the estate.  In order
to litigate this issue under the facts and legal theory set forth
in the original complaint, the Committee required and continues
to require Professor Hamilton's expertise at this critical
prehearing juncture.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ATP OIL: Stephen Taylor Discloses 6.3% Equity Stake
---------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Stephen S. Taylor and his affiliates disclosed that,
as of Dec. 11, 2012, they beneficially own 3,307,251 shares of
common stock of ATP Oil & Gas Corporation representing 6.34% of
the shares outstanding.  The percentage is based upon 52,159,849
shares outstanding, which is the total number of shares
outstanding as of May 1, 2012, as reported in the Company's most
recently filed quarterly report on Form 10-Q filed with the SEC on
May 10, 2012.  A copy of the filing is available for free at:

                       http://is.gd/HJ6cNR

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.  Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


AVANTAIR INC: Investors Demand $1.3 Million Payment
---------------------------------------------------
Avantair, Inc., received a letter from Special Situations Fund III
QP, L.P., Special Situations Cayman Fund, L.P., Special Situations
Private Equity Fund, L.P., and David Greenhouse claiming that an
aggregate of approximately $1,309,500 is payable by the Company to
the Investors under the Registration Rights Agreement dated
Oct. 16, 2009, by and among the Company, certain investors and
EarlyBird Capital, LLC.

To resolve the matter, the Company has proposed that, in lieu of
making any cash payment to the Investors, the Company would issue
units consisting of one share of common stock and a warrant to
purchase one share of common stock at $0.50 per share, at $0.25
per unit.  The Company believes that resolving this claim could
result in the Company issuing up to approximately 5,238,000 shares
of common stock and warrants to purchase up to approximately
5,238,000 shares of common stock.  There can be no assurance that
the parties will come to a mutually agreeable resolution of this
matter, that the Company will be able to resolve the matter by
issuing common stock and warrants, or that the Company will not be
required to make any cash payment to resolve the matter.  If
issued, the securities offered will not be and have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.

In addition, any issuance of common stock or warrants by the
Company in order to resolve this matter would result in dilution
to the Company's securityholders.  That dilution would be in
addition to the dilution that resulted from the recent issuances
of the Company's securities.

On Nov. 30, 2012 the Company entered into a Note and Warrant
Purchase Agreement providing for the issuance of an aggregate of
up to $10 million in principal amount of senior secured
convertible promissory notes, convertible into up to an aggregate
of 40,000,000 shares of common stock and warrants to purchase up
to an aggregate of 40,000,000 shares of the common stock.

On Nov. 30, 2012, the Company issued Notes convertible into an
aggregate of 11,200,000 shares of common stock and Warrants to
purchase an aggregate of 11,200,000 shares of common stock in
connection with the initial closing of the Note and Warrant
financing.  The Company also issued 4,000,000 shares of common
stock and a warrant to purchase 6,000,000 shares of common stock
to affiliates of a director of the Company and increased the
number of shares for which a warrant held by the director is
exercisable from 2,373,620 shares to 3,560,430 shares.  In
addition, the Company issued 8,200,000 shares of common stock, a
warrant to purchase 8,400,000 shares of common stock and a warrant
to purchase 645,200 shares of common stock to a significant
securityholder.  These securities discussed in this paragraph are
entitled to certain antidilution protections.  These issuances
resulted in dilution to the Company's securityholders and any
further issuances that trigger the antidilution protections to
which these securities are subject, which could include the
issuance of shares of common stock and warrants to the Investors,
would result in additional dilution to the then existing
securityholders.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Sept. 30, 2012, showed
$84.22 million in total assets, $122.83 million in total
liabilities, $14.82 million in series A convertible preferred
stock, and a $53.43 million total stockholders' deficit.


BANK OF NEW ENGLAND: No Fee Enhancement Award for Andrews Kurth
---------------------------------------------------------------
Bankruptcy Judge William C. Hillman in Boston awarded, in part,
and denied, in part, the Fifty-Third and Final Application for
Allowance of Attorneys' Fees and Reimbursement of Expenses filed
by Texas-based law firm, Andrews Kurth LLP, for its work in the
1991 bankruptcy of Bank of New England Corporation.

Andrews Kurth serves as counsel to the Chapter 7 trustee
overseeing the bank holding company's liquidation.  The firm will
take home $35,134,037 in total fees and expense reimbursement for
its work in the case.  The Bankruptcy Judge denied the firm's
request for a $2,488,130 fee enhancement amid objections by
various creditors of the defunct bank holding company.

Robin Russell, Esq., and Paul Silverstein, Esq., led a team of
Andrews Kurth lawyers in their representation of Dr. Ben Branch,
the Chapter 7 trustee.

The firm's expenses included housing expenses in the amount of
$140,764.  To avoid excessive hotel costs and meal expenses,
Andrews Kurth rented apartments in Boston for two of its
attorneys.

During the course of the bankruptcy case, the Court allowed 50% of
the firm's standard rates for travel time as an "equitable
accommodation."  In the recent order, the Court denied the firm's
request for allowance of the remaining 50%, totaling $856,378.

"Before considering Andrews Kurth's first interim application, I
emphasized that I found 'the services provided by A & K to the
chapter 7 trustee to be of extremely high quality.'  That said, I
still refused to allow Andrews Kurth more than 50% of its travel
time despite its experience with bank holding company
bankruptcies.  Twenty-one years later, I continue to find their
services to be of extremely high quality, but am I unwilling to
conclude that no local firm could have provided the same services
and achieved the same results.  Therefore, Andrews Kurth's request
for the remaining half of its travel time is disallowed," said
Judge Hillman.

A copy of the Court's Dec. 27, 2012 Memorandum of Decision is
available at http://is.gd/3TImEzfrom Leagle.com.

             About Bank of New England Corporation

Bank of New England Corporation was a holding company for a
variety of bank and non-bank subsidiaries headquartered in Boston.

Regulators seized the bank subsidiaries -- Bank of New England,
N.A., Connecticut Bank & Trust Company, N.A., and Maine National
Bank -- Jan. 6, 1991.  After taking over as receiver for the bank
subsidiaries, the Federal Deposit Insurance Corporation
established three new banks -- Bridge Banks -- that would assume
certain of the assets and liabilities of the prior institutions
and continue to provide banking services while the FDIC sought a
purchaser for the Bridge Banks.  Ultimately, Fleet/Norstar
Financial Group was the successful bidder of certain of the Bridge
Bank assets, while the rest remained in an FDIC receivership.

BNEC filed a voluntary Chapter 7 petition (Bankr. D. Mass. Case
No. 91-10126) on Jan. 7, 1991, listing assets of $941,487,058.
Roughly 91% of that figure represented equity investments in
subsidiaries and intercompany loans to subsidiaries, the majority
of which had been seized by the FDIC.  BNEC's investment
portfolio, which accounted for roughly 0.5% of the estate's
assets, was illiquid.

Dr. Ben Branch was appointed the Chapter 7 trustee.  He is a
tenured professor at the University of Massachusetts Amherst.  He
had previously been elected chairman of the unsecured creditors'
committee in the First RepublicBank Corporation Chapter 11 case
while on sabbatical and working as a scholar in residence for
Monarch Capital.  Andrews Kurth served as counsel to the committee
in that case.  Upon his election, Dr. Branch sought and obtained
authorization from Judge Carol Kenner (ret.), who presided over
the BNEC case before Judge William C. Hillman's appointment to the
bench, to retain Andrews Kurth as his counsel.

At the time its petition was filed, BNEC was the third largest
bankruptcy in United States history.  In the two decades that it
has remained pending, it has only been surpassed by a dozen or so
larger cases.  According to Dr. Branch, "an overly aggressive and
careless lending program" led to its downfall.

Dianne F. Coffino, Esq., at Covington & Burling LLP, represents
Bank of New York Mellon Trust Company, N.A., as Indenture Trustee,
in the case.  Katherine A. Constantine, Esq., at Dorsey & Whitney,
LLP, Minneapolis, argues for U.S. Bank National Association, as
Indenture Trustee.  Steven Weiss, Esq., at Shatz, Schwartz and
Fentin, P.C., Springfield, MA, also represents both Bank of New
York Mellon Trust Company, N.A., and U.S. Bank National
Association, as Indenture Trustees.


BANK OF NEW ENGLAND: Ch.7 Trustee to Get $1.2MM Fee Enhancement
---------------------------------------------------------------
Dr. Ben Branch, a tenured professor at the University of
Massachusetts Amherst, who serves as Chapter 7 trustee for Bank of
New England Corporation, will take home an extra $1,272,561 for
his work in the case.

Bankruptcy Judge William C. Hillman in Boston granted Dr. Branch's
Final Application for Allowance of Compensation.  In the fee
request, the Chapter 7 Trustee seeks compensation of $5,286,525
for all interim periods and the period between March 1, 2007, and
Nov. 9, 2012, for which no interim compensation was requested.
Dr. Branch has been paid interim compensation in the amount of
$5,281,123, plus reimbursement of expenses in the amount of
$11,177.  Therefore, Dr. Branch seeks total final compensation of
$10,567,648.

The $10,567,648 Dr. Branch requests represents the maximum
commission allowable under 11 U.S.C. Sec. 326(a) based on the
distributions made in the BNEC case.  Dr. Branch stated he has
devoted 17,946.30 hours to work on the estate and 2,404.70 hours
in travel time.  If his regular hourly rate were applied, which
has ranged from $300 to $850, he would be entitled to roughly
$9,295,087.  Thus, under a lodestar analysis, granting Dr. Branch
the maximum commission exceeds his reasonable hourly compensation
by $1,272,561 -- 13.7% over his hourly rate.

The Junior Indenture Trustees in the case objected to Dr. Branch's
request for the $1,272,561 fee enhancement.

"Much like his counsel, there can be little doubt that Dr.
Branch's services to the estate have been of the highest quality
and beneficial to the estate.  That is precisely why he was
elected Chapter 7 trustee.  Unlike his counsel, however, Dr.
Branch has not received regular interim payments, but instead has
suffered substantial delays in payment.  Indeed, to date, his
interim payments amount to approximately 56% of his lodestar
entitlement for the last twenty-one years.  Under the
circumstances, a $1,272,561.69 enhancement, though 13.7% higher
than Dr. Branch's hourly rate, is reasonable in light of the
substantial delay in receipt. Therefore, the Branch Application is
approved," Judge Hillman said.

Judge Hillman had denied a similar request for fee enhancement
sought by Dr. Branch's counsel in the case, Andrews Kurth LLP, for
$2,488,130.

A copy of the Court's Dec. 27, 2012 Memorandum of Decision is
available at http://is.gd/3TImEzfrom Leagle.com.

             About Bank of New England Corporation

Bank of New England Corporation was a holding company for a
variety of bank and non-bank subsidiaries headquartered in Boston.

Regulators seized the bank subsidiaries -- Bank of New England,
N.A., Connecticut Bank & Trust Company, N.A., and Maine National
Bank -- Jan. 6, 1991.  After taking over as receiver for the bank
subsidiaries, the Federal Deposit Insurance Corporation
established three new banks -- Bridge Banks -- that would assume
certain of the assets and liabilities of the prior institutions
and continue to provide banking services while the FDIC sought a
purchaser for the Bridge Banks.  Ultimately, Fleet/Norstar
Financial Group was the successful bidder of certain of the Bridge
Bank assets, while the rest remained in an FDIC receivership.

BNEC filed a voluntary Chapter 7 petition (Bankr. D. Mass. Case
No. 91-10126) on Jan. 7, 1991, listing assets of $941,487,058.
Roughly 91% of that figure represented equity investments in
subsidiaries and intercompany loans to subsidiaries, the majority
of which had been seized by the FDIC.  BNEC's investment
portfolio, which accounted for roughly 0.5% of the estate's
assets, was illiquid.

Dr. Ben Branch was appointed the Chapter 7 trustee.  He is a
tenured professor at the University of Massachusetts Amherst.  He
had previously been elected chairman of the unsecured creditors'
committee in the First RepublicBank Corporation Chapter 11 case
while on sabbatical and working as a scholar in residence for
Monarch Capital.  Andrews Kurth served as counsel to the committee
in that case.  Upon his election, Dr. Branch sought and obtained
authorization from Judge Carol Kenner (ret.), who presided over
the BNEC case before Judge William C. Hillman's appointment to the
bench, to retain Andrews Kurth as his counsel.

At the time its petition was filed, BNEC was the third largest
bankruptcy in United States history.  In the two decades that it
has remained pending, it has only been surpassed by a dozen or so
larger cases.  According to Dr. Branch, "an overly aggressive and
careless lending program" led to its downfall.

Dianne F. Coffino, Esq., at Covington & Burling LLP, represents
Bank of New York Mellon Trust Company, N.A., as Indenture Trustee,
in the case.  Katherine A. Constantine, Esq., at Dorsey & Whitney,
LLP, Minneapolis, argues for U.S. Bank National Association, as
Indenture Trustee.  Steven Weiss, Esq., at Shatz, Schwartz and
Fentin, P.C., Springfield, MA, also represents both Bank of New
York Mellon Trust Company, N.A., and U.S. Bank National
Association, as Indenture Trustees.


BEACH FIRST: Trustee Barred From Suing Directors of Failed Bank
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
established a high standard that a bankruptcy trustee for a bank
holding company must meet before being entitled to sue officers
and directors.

According to the report, the case involved a bank holding company
that filed for Chapter 7 liquidation about a year after the bank
subsidiary failed and was taken over by the Federal Deposit
Insurance Corp. as receiver.  The Chapter 7 trustee sued the
officers and directors of the holding company.  The district court
dismissed the suit, concluding that the trustee didn't have
standing, or the right to sue.

The report relates that dismissal was based on a provision in the
Financial Institutions Reform, Recovery and Enforcement Act of
1989, commonly known as FIRREA.  It provides that the FDIC
succeeds to all the rights and powers of stockholders of a failed
institution.

Mr. Rochelle relates that the Fourth Circuit in Richmond, in a
Dec. 28 opinion by Circuit Judge G. Steven Agee, interpreted the
provision to mean that the suit was properly dismissed because the
trustee for the bank holding company lacked standing to sue for
harm foisted on the bank.  The trustee couldn't sue because she
failed to plead any harm or act occurring at the holding company
level "that did not simultaneously and primarily occur at the
bank."

The trustee argued that she could sue because the FDIC declined to
sue.  The FDIC believed that a suit wouldn't be cost effective.

The circuit court rejected the argument, saying that FIRREA vests
"all rights" in the FDIC.  The appeals court said "FIRREA provides
no direct statutory authority by which the FDIC may transfer to
another party its exclusive statutory rights."

The case is Vieira v. Anderson (In re Beach First National
Bancshares Inc.), 11-2019, U.S. Court of Appeals for the Fourth
Circuit (Richmond, Virginia).

Beach First National Bancshares, Inc., filed a chapter 7 petition
(Bankr. D. S.C. Case No. 10-03499) on May 14, 2010.  The Debtor
was a publicly traded bank holding company, and owned interests in
Beach First National Bank Myrtle Beach, Beach First National
Trust, Beach First National Trust II, and BFNM Building, LLC,
which owned the office building that housed the Bank.  The Bank
was closed in April 2010 and the FDIC was named as its receiver.
The FDIC then sold or approved the sale of all of the Bank's
assets.  The Debtor disclosed $3.7 million in personal property
assets and $13.3 million in unsecured debt in its Schedules of
Assets and Liabilities.  The bank holding company is represented
by J. Ronald Jones, Jr., Esq., at Clawson & Staubes, and Michelle
L. Vieira serves as the Chapter 7 Trustee.


BEHRINGER HARVARD: Borrows $31 Million from Great American
----------------------------------------------------------
Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary
of Behringer Harvard Short-Term Opportunity Fund I LP, entered
into a promissory note agreement with Great American Life
Insurance Company to borrow $31 million.

Proceeds from the loan and additional cash were used to pay off
the outstanding principal balance of a $31.6 million note with
Bank of America and all associated closing costs.  The Loan bears
interest at a fixed rate of 5.75% per annum and requires monthly
payments of interest only during the first 18 months with 30 year
amortization thereafter.  The Loan, which matures on Dec. 19,
2015, contains two one year extension options if certain
conditions are met and does not allow prepayment in whole or in
part during the first 12 months.  Prepayment in whole (but not in
part) from months 13 to 30 will include a yield maintenance
premium as defined under the terms of the Loan.

The Loan is secured by a 198 room hotel and retail project located
in Dallas, Texas.  The Company has guaranteed payment of certain
recourse liabilities with respect to certain customary nonrecourse
carveouts in favor of the lender in respect to the Loan.

                       About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $49.06
million in total assets, $52.94 million in total liabilities and a
$3.88 million total deficit.

                         Bankruptcy Warning

Of Behringer's $122.8 million in notes payable at March 31, 2012,
$51.3 million has matured and is subsequently in default and an
additional $50.8 million is scheduled to mature in the next twelve
months.  As of March 31, 2012, of the Company's $122.8 million in
notes payable, $110.4 million was secured by properties and $99.9
million was recourse to the Company.  The Company continues to
have negotiations and discussions with lenders to modify or
restructure loans, outcomes of which may include a sale to a third
party or returning the property to the lender.  The Company may
also consider putting certain of its subsidiaries into bankruptcy
in order to protect the Company's interest in the property.


BERNARD L. MADOFF: Schneiderman Dispute Goes to District Court
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff, not a bankruptcy
judge, will decide whether the trustee for Bernard L. Madoff
Investment Securities LLC is entitled to stop a settlement between
New York Attorney General Eric Schneiderman and principals for one
of Madoff's main feeder funds.

According to the report, Judge Rakoff signed a two-page order
dated Dec. 27 in which he took the dispute away from the
bankruptcy court.  Judge Rakoff said he will file an opinion "in
due course" giving reasons for his ruling.

The report recounts that Madoff trustee Irving Picard initiated
the dispute by filing papers in U.S. Bankruptcy Court attempting
to stop Mr. Schneiderman from completing a $410 million settlement
with a Madoff feeder-fund manager named J. Ezra Merkin.
Mr. Schneiderman responded by filing papers with Judge Rakoff in
September contending that a bankruptcy judge doesn't have the
right to stop a state attorney general's lawsuit enforcing police
and regulatory powers. Both sides filed papers, and Judge Rakoff
heard oral argument in November, promising he would "at least give
a bottom-line decision on the withdrawal by no later than December
31st."

Mr. Rochelle notes that the recent ruling doesn't answer the
ultimate question of whether Picard can stop the Merkin
settlement.  It only means that Judge Rakoff will decide critical
questions underlying the dispute.  Mr. Schneiderman takes the
position it would be "unprecedented for a federal court to enjoin
the settlement of claims by a state law enforcement agency against
non-debtors."  Mr. Picard is suing Merkin for more than $500
million.  If Mr. Schneiderman is allowed to settle, Mr. Picard
contends Merkin won't have money left to pay his claims.  Whether
Mr. Picard wins ultimately will decide who receives the
$410 million from Merkin.

If Mr. Picard wins, halts the Attorney General's lawsuit, and
recovers $410 million or more from Merkin, Mr. Picard will
distribute the funds to Madoff customers and likely not include
Merkin's own investors. The Attorney General, on the other hand,
will turn over most of the $410 million to customers of Merkin.

The dispute with Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, U.S. District Court, Southern District
New York (Manhattan). The lawsuit with Schneiderman in bankruptcy
court is Picard v. Schneiderman, 12-01778, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BIOVEST INTERNATIONAL: Incurs $11.7-Mil. Net Loss in Fiscal 2012
----------------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $11.75 million on $3.88 million of total revenue for
the year ended Sept. 30, 2012, compared with a net loss of $15.28
million on $3.88 million of revenue during the prior year.

Biovest International's balance sheet at Sept. 30, 2012, showed
$4.73 million in total assets, $44.85 million in total liabilities
and a $40.11 million total stockholders' deficit.

Cherry, Bekaert, & Holland L.L.P., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.

"[T]he Company incurred cumulative net losses since inception of
approximately $173 million and cash used in operating activities
of approximately $8.1 million during the two years ended September
30, 2012, and had a working capital deficiency of approximately
$40.6 million at September 30, 2012.  On November 17, 2012,
approximately $27.7 million of the Company's debt matured and
accordingly the Company is currently in default of these debt
instruments, as well as approximately $4.5 million of debt
instruments with cross-default provisions.  These factors, among
others ... raise substantial doubt about the Company's ability to
continue as a going concern."

                         Bankruptcy Warning

"If, as or when required, the Company is unable to repay,
refinance or restructure its indebtedness under the Company's
secured or unsecured debt instruments, or amend the covenants
contained therein, the lenders and/or holders under such secured
or unsecured debt instruments could elect to terminate their
commitments thereunder cease making further loans and institute
foreclosure proceedings or other actions against the Company?s
assets.  Under such circumstances, the Company could be forced
into bankruptcy or liquidation.  In addition, any event of default
or declaration of acceleration under one of the Company's debt
instruments could also result in an event of default under one or
more of the Company's other debt instruments.  The Company may
have to seek protection under the U.S. Bankruptcy Code from the
Matured Obligations.  This would have a material adverse impact on
the Company's liquidity, financial position and results of
operations."

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

                        http://is.gd/42fRhb

                     About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.


BLITZ USA: Court Approves Sanders Warren as Neutral Evaluator
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Kevin Gross, solely in his
capacity as Court-appointed mediator, permission to retain
Sanders, Warren & Russel, LLP, as neutral evaluator in connection
with mediation regarding plan-related matters in the Chapter 11
cases of Blitz U.S.A., et al.

According to the Troubled Company Reporter on Oct. 12, 2012,
Sanders Warren will, among other things:

   -- provide the mediator with a general evaluation as to the
      strength and weaknesses of the various product liability
      claims against the Debtors; and

   -- not interpret the relevant insurance policies or address any
      coverage issues that may exist with respect to the product
      liability litigation at issue.

Sanders Warren will bill for the matter on a hourly basis, with
the total fees and expenses for the engagement being capped at
$150,000.

The hourly rates of the primary attorneys and other staffs
expected to work on the case are:

         William Sanders                    $475
         Roger Warren                       $475
         Junior Partners                    $375
         Legal Assistants                   $175

                           The Mediation

The Debtors and the Official Committee of Unsecured Creditors
requested for the referral of the matter to mediation and appoint
a mediator to assist the parties in resolving certain issues and
impediments relating to a formulation and confirmation of a
Chapter 11 Plan.

The parties attending the mediation are: (i) the Debtors; (ii) the
Committee; (iii) BOKF, NA, doing business as Bank of Oklahoma, as
agent for the Debtors' pre- and post-petition lenders; (iv)
counsel to plaintiffs having filed product liability suits or
claims against the Debtors; (v) Wal-Mart; (vi) Kinderhook Capital
Fund II, L.P; (vii) Crestwood Holdings, Inc.; and (viii) the
insurers under each of the Debtors' commercial liability policies,
including, but not limited to (a) CNA, AXIS and affiliate
insurers; (b) Liberty Surplus Insurance Corporation and Liberty
International Underwriters, Inc., (c) Old republic Insurance
Company; (d) ACE American Insurance Company; (e) Hartford Fire
Insurance Company; (f) Risk Specialists Company of KY, Inc.,
Chartis Specialty Insurance Company, Lexington Insurance Company,
AIU and certain other subsidiaries of Chartis Inc.  A
representative of the Office of the U.S. Trustee may also attend
the mediation conference.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing.  Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report said the sale was to become final on
Sept. 28, 2012.


CAPITOL BANCORP: Interim Chief Financial Officer Quits
------------------------------------------------------
Nicholas G. Hahn resigned as an employee of Capitol Bancorp Ltd.
Mr. Hahn joined Capitol in 2011 and held the position of Interim
Chief Financial Officer.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.


CATALYST PAPER: Fails to Close Accord on Sale of Elk Falls Site
---------------------------------------------------------------
Catalyst Paper announced that the sale of its Elk Falls site in
Campbell River to Pacifica Deep Sea Terminals Incorporated did not
close and the sale agreement has been terminated.  The sale of the
400-acre industrial site and adjacent properties was initially
expected to close on Sept. 5, 2012.  A non-refundable prepayment
of a portion of the purchase price was received and the
transaction timeline was extended multiple times up to the
ultimate deadline of Dec. 18, 2012.

"It's disappointing that this transaction with Pacifica could not
be completed even with the extended timeline.  This is a fully
serviced property in an excellent location and we remain confident
that the right fit between site and buyer will be found that will
bring new jobs and opportunities to Campbell River," said Kevin J.
Clarke, Catalyst president and chief executive officer.  "In the
meantime, site personnel are maintaining safety, security and
environmental requirements and complying with all applicable
legislation."

The former pulp and paper site was indefinitely curtailed in 2009
and closed permanently in 2010.  It has since been decommissioned
with removal of chemicals, process wastes, and key papermaking
equipment.  The landfills remain intact as does the wastewater
system which continues to operate in preparation for the site's
redevelopment to other industrial uses.  The Elk Falls mill began
operation in 1952, and at its peak, produced 784,000 tonnes of
pulp, paper and kraft paper annually.

                        About Catalyst Paper

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

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

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

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CENTRAL EUROPEAN: Roust Trading Discloses 19.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Roust Trading Ltd. and Roustam Tariko
disclosed that, as of Dec. 20, 2012, they beneficially own
15,920,411 shares of common stock of Central European Distribution
Corporation representing 19.5% based on 81,761,652 shares of
common stock, par value $0.01 per share, outstanding as of
Nov. 14, 2012.

Pursuant to the Amended and Restated Securities Purchase Agreement
dated July 9, 2012, between CEDC and Roust Trading, CEDC issued 3
million shares of common stock, par value $0.01 per share to Roust
Trading on Dec. 20, 2012.

A copy of the amended filing is available for free at:

                        http://is.gd/n9Jkcc

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.

CHARLES BRELAND: District Court Says IRS Can't Amend Claim
----------------------------------------------------------
District Judge Kristi K. DuBose affirmed a bankruptcy court
decision that denied the request by the Internal Revenue Service
to amend its priority claim against Charles K. Breland, Jr., after
(1) the priority claim had been settled by agreement between the
parties, (2) a consent order had been entered reflecting the
agreement, (3) the Debtor's plan confirmed, and (4) the priority
claim paid in full.

The I.R.S. filed a claim, which it amended four times prior to
confirmation of the plan.  Thereafter the I.R.S. filed a
"protective objection" to the amended plan.  In compromise and
settlement of its objection, the I.R.S. agreed that its unsecured
priority claim was $671,319.  It was also agreed that the
unsecured general tax claim should be capped at $1.2 million,
allowing the debtor to attempt to reduce this claim by showing
reasonable cause for the late/non-payment of the taxes.

The I.R.S. contends that it settled its priority claim with the
Debtor only to allow for confirmation of the plan in a timely
manner and to fix the amount of plan payments that the I.R.S. was
entitled to receive from the debtor's bankrupt estate.  The I.R.S.
further contends that the agreement does not preclude the I.R.S.
from collecting such unpaid tax debt from Breland personally.
Moreover, the I.R.S. argues that because the agreement left open
the possibility that the unsecured claim could be reduced, it
should be free to amend its priority claim.  The request is based
on the I.R.S.'s belated belief that further discovery might show
that the Debtor owes $45,216,023.

In sum, having decided that its prior compromise and settlement
may have undesirable consequences in a later proceeding, the
I.R.S. seeks to back out of its agreement with the Debtor and
overturn the consent order wherein the I.R.S.' previous objection
concerning the allowed priority claim was dismissed with
prejudice.

Judge DuBose, however, held that the Bankruptcy Court did not
abuse its discretion in not allowing the amendment to the priority
claim.

The case is, UNITED STATE OF AMERICA, Appellant, v. CHARLES K.
BRELAND, JR., Appellee, Civil Action No. 12-00512-KD-C (S.D.
Ala.).  A copy of the District Court's Dec. 27, 2012 Order is
available at http://is.gd/HeRwzxfrom Leagle.com.

The Bankruptcy Court's decision was reported in the July 10, 2012
edition of the Troubled Company Reporter.

Charles Breland filed a chapter 11 bankruptcy case (Bankr. S.D.
Ala. Case No. 09-11139) on March 11, 2009.  He is represented by
Robin B. Cheatham, Esq., at Adams and Reese.  Mr. Breland
confirmed a plan on Dec. 10, 2010.  The plan was substantially
consummated on Dec. 27, 2010.


COMMUNITY FINANCIAL: Consummates $24MM Private Placement Offering
-----------------------------------------------------------------
Community Financial Shares, Inc., the parent company of Community
Bank-Wheaton/Glen Ellyn, has consummated a $24 million private
placement of common stock and convertible preferred stock.  The
Company issued an aggregate of 4,315,300 shares of common stock at
$1.00 per share, 133,411 shares of Series C voting preferred stock
at $100.00 per share, 56,708 shares of Series D nonvoting
preferred stock at $100.00 per share and 6,728 shares of Series E
nonvoting preferred stock at $100.00 per share to certain
accredited investors and members of the Company's Board of
Directors and executive management team.

"We are pleased to announce the consummation of the $24.0 million
private placement offering, which we believe will be beneficial to
our stockholders and will improve the capital position of the
Company and the Bank," stated Scott W. Hamer, president and chief
executive officer of the Company.

Pursuant to the terms of the Securities Purchase Agreement, the
Company will use a portion of the proceeds raised in the private
placement offering to repay the Company's current indebtedness to
a third party bank and to redeem the $6.9 million in preferred
stock previously issued to the Department of Treasury under the
TARP Capital Purchase Program for $3.67 million.  The Company will
use the remaining proceeds from the private placement offering to
increase the Bank's capital levels in accordance with the terms of
the Bank's outstanding regulatory order and to further capitalize
the Company.

The Company intends to raise up to an additional $3.0 million in
capital by issuing up to 3,000,000 shares of common stock in a
public rights offering that it expects to undertake as soon as
possible.  In the rights offering, the Company will grant each of
its existing shareholders an opportunity to purchase shares of
common stock at $1.00 per share, the same price as the conversion
price of the preferred shares issued to investors in connection
with the Securities Purchase Agreement.  The rights will be
distributed to shareholders of record as of Dec. 20, 2012.  The
rights offering will commence upon the registration statement for
the rights offering shares being declared effective by the U.S.
Securities and Exchange Commission.

                          Bylaws Amendment

On Dec. 21, 2012, the Company filed an Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware that: (1) increased the authorized number of
shares of the common stock of the Company, no par value, to
75,000,000 shares from 5,000,000 shares; and (2) revised Article
Tenth of the Company's Certificate of Incorporation to specify
that each outstanding share of Company common stock is entitled to
one vote on each matter submitted to a vote of the Company's
stockholders.

The Company also filed Certificates of Designations with the
Secretary of State of the State of Delaware to amend its Amended
and Restated Certificate of Incorporation to fix the designations,
preferences, limitations and relative rights of the Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock.

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


CONAGRA FOODS: Fitch Gives 'BB+' Rating on Subordinated Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' to ConAgra Foods Inc's. new
$1.5 billion five-year senior unsecured term credit facility (term
facility) and $4.5 billion 364-day bridge credit facility (bridge
facility).  On Dec. 27 and 28, ConAgra filed or announced a series
of corporate actions associated with financing its acquisition of
Ralcorp Holdings, Inc.  The $6.8 billion acquisition, which
included assumed debt, was expected to be predominantly debt-
financed.

Specifically, on Dec. 27, the company filed that on Dec. 21, 2012,
it had established the $1.5 billion unsecured term loan and the
$4.5 billion unsecured 364-day bridge facility and also amended
its current $1.5 billion revolving credit agreement.  On Dec. 28,
2012, the company also announced an exchange offer for up to $750
million in Ralcorp notes.

Pursuant to the exchange offering, Fitch expects to rate ConAgra
senior unsecured notes issuance (new notes) 'BBB-'.  Fitch's
ratings of ConAgra's debt are listed below.

The new notes will rank equal to the company existing senior
unsecured indebtedness.  The securities will be exchanged for any
and all of Ralcorp Holdings, Inc. existing 4.950% notes due Aug.
15, 2020 for up to an aggregate principal amount of $300 million
and for its existing 6.625% notes due Aug. 15, 2039 up to an
aggregate principal amount of $450 million.  The new notes are
expected to be issued with identical interest rates and maturity
terms as the Ralcorp notes.  The early tender offer exchange date
for the existing Ralcorp notes is Jan. 14, 2013; the expiration
date is Jan. 29 2013

Proceeds under the bridge and term facilities are expected to be
used to fund the company's acquisition of Ralcorp Holdings, Inc.
The term facility may be increased to up to $2.0 billion, matures
on the fifth anniversary of the acquisition closing date, and
amortizes 2.5% per quarter commencing on June 1, 2013.  Fitch
anticipates that the company will refinance any borrowings under
the bridge facility.

The bridge and term loan have similar requirements as the revolver
but loosens the leverage covenant to accommodate the acquisition
in the near term.  Additionally there is also a spring-in
guarantee in certain events.  The existing revolver was amended on
Dec 21, 2012 to harmonize with changes in the new facilities.  The
key change to the leverage covenant was that consolidated funded
debt must not exceed 75% of the consolidated capital base for four
quarters including the acquisition quarter and 70% for the
following four quarters before reverting to the original 65%.
Further, if the company's debt is non-investment grade upon
closing then all material wholly-owned domestic subsidiaries must
guarantee the obligations.  The guarantees would be released when
the company becomes investment grade. The company is expected to
remain in compliance with its covenants.

The acquisition is expected to close by March 31, 2013, pending
Ralcorp's shareholders' and regulatory approvals.  The combined
company will be one of the largest packaged food companies in
North America, with net sales of approximately $18 billion.  In
addition to the company's significant branded food presence,
ConAgra will be the largest private-label food company in the
U.S., increasing ConAgra's approximately $950 million private-
label sales to $4.5 billion.  Revenue sources will be more
balanced, consisting of 43% branded and 25% private-label packaged
foods through the retail channel and 32% to the
commercial/foodservice markets.

ConAgra's leverage will increase substantially with this
combination, resulting in financial metrics that are weak for the
rating category in the near term. Fitch estimates that pro forma
total debt to EBITDA will initially be slightly more than 4.0x,
factoring in the use of a portion of ConAgra's $476.8 million cash
at Nov. 25, 2012.  Nonetheless, the company's commitment to de-
leveraging, good liquidity, and the strength of the strategic
combination support the 'BBB-' ratings.

Fitch has factored into the ratings ConAgra's commitment to
prioritize its free cash flow (FCF) for debt reduction within 18
to 24 months after the transaction closes.  Maintaining the
current dividend level and very modest share repurchases should
support the significant debt reduction needed to retain
investment-grade ratings. Fitch believes ConAgra's target of
approximately $225 million in annual cost savings by the fourth
full fiscal year after the closing, driven by supply chain and
SG&A efficiencies, will be achievable, based on similar
transactions.  However, Fitch believes the near-term benefit is
likely to be outweighed by costs to achieve those synergies.

The acquisition of Ralcorp is in line with ConAgra's strategic
growth objective to increase its exposure to private label.
Private label historically has grown faster than branded packaged
food.  The transaction has good strategic rationale as both
companies operate primarily in the center of the store in
complementary categories without significant overlap between
branded and private-label products. ConAgra will benefit from
Ralcorp's higher margin predominantly private-label portfolio.
However, with both companies operating primarily in the United
States, this transaction does not broaden their geographic
exposure to faster growing markets.  Both companies have recently
been highly acquisitive, and that is also taken into consideration
for the ratings.  Acquisitions are not anticipated until leverage
is solidly in line with the rating level.

ConAgra is expected to maintain adequate liquidity, including a
portion of its cash balance, and a substantial part of its
currently undrawn $1.5 billion revolving credit facility that
matures Sept. 14, 2016.  The credit facility provides backup to
ConAgra's commercial paper (CP) program.

Upcoming long-term debt maturities are manageable.  Fitch
anticipates ConAgra is likely to refinance and/or use cash to pay
down part of its next significant debt maturities, which are $500
million 5.875% notes due in April 2014 and $250 million 1.35%
notes due Sept. 10, 2015.

What Could Trigger a Rating Action

Future developments that may, individually or collectively, lead
to a negative rating action include:

  -- If ConAgra's planned debt reduction falters significantly,
     which could occur due to shortfalls in earnings/cash flow,
     such that leverage remains at or above the mid-3.0x range.

Future developments that may, individually or collectively, lead
to a positive rating action include:

  -- A positive rating action is not anticipated in the near term.
     Beyond this timeframe, a positive rating action could be
     supported by substantial and growing FCF generation, along
     with leverage (total debt-to-operating EBITDA) consistently
     in the mid-2x range.

  -- Maintenance of conservative financial policies, such as
     publicly stating that its financial strategies no longer
     include large acquisitions that require substantial debt
     financing, could also support an upgrade.

Fitch currently rates ConAgra Foods, Inc. as follows:

  -- Long-term Issuer Default Rating (IDR) 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- $1.5 Revolving Credit Agreement 'BBB-';
  -- $1.5 billion 5 year senior unsecured term credit facility
     'BBB-';
  -- $4.5 billion 364 day bridge credit facility;
  -- Subordinated notes 'BB+';
  -- Short-term IDR 'F3';
  -- CP 'F3'.


CPI CORP: Sells Wedding Business Assets of Bella Pictures
---------------------------------------------------------
CPI Corp. sold substantially all of the wedding business assets of
Bella Pictures Holdings, LLC, a provider of branded, wedding
photography services.  The transaction was made pursuant to the
Asset Purchase Agreement dated Dec. 17, 2012, by and between Bella
Pictures Holdings, LLC, and The Pros Entertainment Services, Inc.

In consideration for the assets purchased, Pros Entertainment
assumed certain liabilities of the Company, consisting primarily
of specified customer fulfillment obligations for weddings booked
on Jan. 15, 2013, and thereafter, 20% of the contract value of
weddings booked on Jan. 15, 2013, and thereafter, and a payment of
$60,000 to be held in escrow until completion of a transfer of the
online hosting of the Bellapictures.com Web site.

A copy of the Asset Purchase Agreement is available at:

                         http://is.gd/ZUyFxs

                           About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61.0 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


CROSS ISLAND: Court Approves Tarter Krinsky as Substitute Counsel
-----------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York approved the employment of Tarter
Krinsky & Drogin LLP as substitute counsel for Cross Island Plaza
Inc. and its debtor-affiliates in place and stead of Silverman
Acampora LLP.

Effective Oct. 16, 2012, Tarter Krinksy served as counsel for the
limited purpose of representing the Debtors in connection with the
U.S. Trustee's pending motion to convert the Debtors' Chapter 11
case to Chapter 7 liquidation proceeding.  Judge Lord noted that
the firm's limited employment is necessary and would be in the
best interest of the estates.

The Court issued an interim order on Nov. 16 approving the
engagement.

The Court also authorized Silverman Acampora to withdraw as the
Debtors' counsel.  The firm said it was authorized to file a final
fee application for fees and expenses for services rendered in the
Debtors' cases.

                        About Cross Island

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, initially served as the Debtors'
counsel.  The firm was later replaced by Tarter Krinsky & Drogin
LLP.  The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CYNERGY DATA: Bankr. Court Blocks Former CEO's Suit Against Lender
------------------------------------------------------------------
Bankruptcy Judge Kevin Gross enjoined Marcelo Paladini, the former
Chief Executive Officer and ultimate majority shareholder of the
Cynergy Data Holdings Inc., Cynergy Data LLC, and Cynergy
Prosperity Plus LLC.

Mr. Paladini on July 2, 2012, commenced an action in the U.S.
District Court for the Southern District of New York, Paladini v.
BMO Harris Bank, N.A., et ano., No. 12-cv-5178, alleging that the
actions of Moneris Solutions, Inc., for itself and in its capacity
as agent for BMO Harris Bank N.A., led to the Debtors' bankruptcy
filings by threatening to suspend their funding unless they
acceded to Moneris' demand to fund a $21 million rolling reserve.
Mr. Paladini alleges Moneris' negligence and "malpractice" in
improperly performing the daily reconciliation of transfers
between Cynergy Data and Moneris, and failing to maintain the
Rolling Reserves in a Harris Account contributed to the Debtors'
bankruptcy.  He further alleges that Moneris disrupted a potential
sale of the Debtors by exchanging information with the potential
purchaser and by failing itself to bid.

Mr. Paladini claims that, as a result of the Debtors' bankruptcy,
he suffered personal harm in several respects: first, the Debtors'
bankruptcy destroyed the value of his shares; second, the
bankruptcy and his role as the Debtors' guarantor caused him to be
named a defendant in four creditor lawsuits; third, the sale of
the Debtors for less than its indebtedness exposed him to
liability as the Debtors' guarantor; and fourth, an "assumption in
the public" that he was responsible for mishandling $21 million of
the Debtors' funds caused harm to his professional reputation.

Judge Gross, however, granted Moneris' request and entered an
order enforcing (i) a prior settlement among the Debtors, Harris,
Moneris, and certain lender parties; and (ii) the order confirming
the Joint Plan of Liquidation of the Debtors.  Judge Gross said
Mr. Paladini's claims in the New York Action are derivative and
belong to the Debtors; and that the Debtors, and by succession the
Liquidation Trustee, released all claims against Moneris pursuant
to the Settlement Term Sheet, the Settlement Order, the Plan and
the Confirmation Order.

A copy of the Court's Dec. 28, 2012 Memorandum Opinion is
available at http://is.gd/GC0ei6from Leagle.com.

                        About Cynergy Data

Launched in 1995, Cynergy Data LLC was a merchant credit card
processing service provider.  The Company and two affiliates --
parent Cynergy Data Holdings, LLC, and subsidiary Cynergy
Prosperity Plus, LLC -- filed for Chapter 11 bankruptcy protection
on Sept. 1, 2009 (Bankr. D. Del. Case No. 09-13038).  Cynergy Data
said it had assets of $109.5 million against debts of $186.1
million as of June 30, 2009.

The Company's legal advisor was Nixon Peabody LLP; its financial
and restructuring advisor wa CM&D Management Services LLC; its
industry expert was Unicorn Partners, LLC; and its investment
bankers was Stifel, Nicolaus & Company and Peter J. Solomon
Company.  The Company hired Pepper Hamilton LLP as bankruptcy and
restructuring counsel.  Charles D. Moore of Conway MacKenzie,
Inc., served as chief restructuring officer.  Kurtzman Carson &
Consultants LLC served as claims and notice agent.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale was completed October 2009.  The Debtor was renamed to CD
Liquidation Co. LLC following the sale.

In December 2010, a bankruptcy judge approved Cynergy Data LLC's
Chapter 11 liquidation plan, overruling objections from the
company's former CEO regarding releases granted to a lender.  The
Plan became effective Jan. 14, 2011, and CD Liquidation Trust
became the successor-in-interest to the bankruptcy estate.


DUNE ENERGY: To Issue $50 Million Worth of Common Shares
--------------------------------------------------------
Dune Energy, Inc., entered into separate Stock Purchase Agreements
with certain of its existing investors.  Each of the
counterparties to the Registration Rights Agreement is party to a
Stock Purchase Agreement.

Pursuant to the terms of the Stock Purchase Agreements, the
Company collectively agreed to issue up to 31,250,000 shares of
its common stock, par value $0.001, at a purchase price of $1.60
per share or a total purchase price of up to $50,000,000 to the
Investors.  The Company will issue 18,749,997 Shares in exchange
for $30,000,000 at the initial closing.  Upon the Company's
election, and subject to the Company meeting certain performance
objectives, the Company may conduct two additional closings with
the Investors prior to Dec. 31, 2013.  In each Additional Closing,
the Company will issue up to 6,250,000 Shares at a purchase price
of $1.60 per share or a total purchase price of up to $10,000,000.
The Investors may also elect to require the Company to conduct a
closing in which the Company will issue the remaining shares to be
issued in the Financing, upon the occurrence of certain events
specified in the Stock Purchase Agreements.

In connection with the Financing, the Company entered into a
Registration Rights Agreement with the Investors.  Under the
Registration Rights Agreement, the Company agreed to use its
commercially reasonable efforts to file with the United States
Securities and Exchange Commission and to cause to become
effective a registration statement relating to the Shares.  The
Company also agreed to use its commercially reasonable efforts to
keep the shelf registration statement effective until the earliest
to occur of (i) the disposition of all shares of registrable
securities registered under the shelf registration statement, (ii)
the availability under Rule 144 of the Securities Act of 1933, as
amended, for each holder of registrable securities to immediately
freely resell without restriction all registrable securities held
by such holder and covered by the shelf registration statement or
(iii) the cessation of all those shares to be outstanding.

                          About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUNE ENERGY: Zell Credit Discloses 6.4% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Zell Credit Opportunities Side Fund, L.P.,
and Chai Trust Company, LLC, disclosed that, as of Dec. 20, 2012,
they beneficially own 3,792,068 shares of common stock of Dune
Energy, Inc., representing 6.4% based on 59,022,475 shares of
common stock outstanding as of Dec. 21, 2012.  Zell Credit
previously reported beneficial ownership of 2,523,526 common
shares as of Dec. 5, 2012.  A copy of the amended filing is
available for free at http://is.gd/ClXJUQ

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUNE ENERGY: BlueMountain Discloses 20.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BlueMountain Capital Management, LLC, and its
affiliates disclosed that, as of Dec. 20, 2012, they beneficially
own 12,337,048 shares of common stock of Dune Energy, Inc.,
representing 20.9% of the shares outstanding.  BlueMountain
previously reported beneficial ownership of 8,068,063 common
shares as of Feb. 28, 2012.  A copy of the amended filing is
available for free at http://is.gd/FcYQvr

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUNE ENERGY: Strategic Partners Discloses 25.1% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Strategic Value Partners, LLC, and its
affiliates disclosed that, as of Dec. 20, 2012, they beneficially
own 14,650,040 shares of common stock of Dune Energy, Inc.,
representing 25.1% of the shares outstanding.  Strategic Value
Partners previously reported beneficial ownership of
9,749,232 common shares or a 25.3% equity stake as of Dec. 22,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/DS9jEJ

                          About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


EAST SYSTEMS: Court Dismisses AMT Shareholder's Lawsuit
-------------------------------------------------------
Bankruptcy Judge David W. Houston, III, dismissed the lawsuit,
RICHARD MANDRELLA, Plaintiff, v. GEORGE EAST, JUDY H. EAST, EAST
SYSTEMS, INC., and AUTOMATED TECHNOLOGIES, INC., Defendants, Adv.
Proc. No. 06-01138-DWH (Bankr. N.D. Miss.), saying the plaintiff
"needs to take a look in the mirror."

Mr. Mandrella filed his complaint directly, as well as,
derivatively on behalf of AMT against Mr. East, Mrs. East, AMT,
and ESI.  The complaint essentially alleges that Mr. and Mrs. East
breached their corporate fiduciary duties to AMT and diverted
certain corporate opportunities of AMT for the benefit of ESI.
The Court, however, noted that Mr. Mandrella also breached his
fiduciary duties to AMT through his unfilled commitments and
broken promises.

The Court noted that, by early 1997, AMT had become a
dysfunctional corporate entity.  It was "dead in the water," and,
absent the efforts of Mr. and Mrs. East, could do no meaningful
business activities.  The judge said Mr. and Mrs. East were not
legally required to place AMT on their shoulders and perform all
of its operations without a workable organizational structure or a
definitive plan for compensation.  In effect, AMT was incapable of
performance because of the stalemate.  It literally could not take
advantage of the opportunities that Mr. Mandrella asserts were
usurped or diverted.

Judge Houston also held that Mr. Mandrella has failed to recognize
that he breached his fiduciary duties to AMT. Indeed, his actions,
or more appropriately, his inactions, led to AMT's dysfunctional
status.

Judge Houston said the complaint is not well taken.  He dismissed
the complaint in its entirety with prejudice and denied all the
relief requested therein, including the request for an award of
attorney fees.

George East is/was the President and a director of AMT and is/was
the owner of 50% of the stock of AMT.  Judy H. East is/was the
Secretary/Treasurer and a director of AMT.

Richard Mandrella is/was the Vice President and director of AMT
and is/was the owner of 50% of the stock of AMT.

AMT initially operated out of the Easts' house at 440 Timber Creek
Dr, Columbus, Miss.

Mr. East is/was the President, Secretary and a director of ESI.
Ms. East is/was the Vice President, Treasurer and a director of
ESI.  They are/were the owners of 50% each of the stock of ESI.

AMT was administratively dissolved March 9, 2001.

A copy of the Court's Dec. 28, 2012 Opinion is available at
http://is.gd/HjHdDbfrom Leagle.com

East Systems, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D.
Miss. Case No. 03-10855) on Feb. 12, 2003.


EASTMAN KODAK: Cash Fell to $274.1 Million at Nov. 30
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co.'s cash losses increased in November
after almost disappearing in October.  Kodak's cash fell to $274.1
million at the end of November, a decline of $37.3 million, or
12%, from the month before, according to an operating report filed
with the U.S. Bankruptcy Court in New York.

The report notes that the company's net loss narrowed. Where
October resulted in an $83.8 million net loss, for November the
loss was $60.8 million on revenue of $162.9 million.  Interest
expense of $12.6 million and reorganization costs of $19.1 million
contributed to the November loss.

Kodak's $400 million in 7% convertible notes due in 2017 traded at
11:49 a.m. on Dec. 31 for 10.875 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                        About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  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.

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.  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.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak intends to reorganize by focusing on the commercial printing
business.  Other businesses are being sold or shut down.


EDISON MISSION: Wins OK of Forbearance with Powerton and Joliet
---------------------------------------------------------------
The Bankruptcy Court approved the forbearance agreement among
Midwest Generation, Edison Mission Energy, Powerton and Joliet
leases' owner lessors, the owner lessors' equity owners, and
approximately 72% of the holders of the outstanding pass-through
certificates.

Under this agreement, the parties agreed to forbear from
exercising certain rights and remedies against Midwest Generation
or EME on account of their Chapter 11 filings for 60 days.  In
addition, the parties agreed that Midwest Generation will pay the
ratable portion of the rent due under the leases attributable to
the period between Dec. 17, 2012, and Jan. 2, 2013, on Feb. 15,
2012.

The commencement of voluntary cases by Midwest Generation and EME
are events of default under the operative documents that govern
Midwest Generation's lease of the Powerton Generating Station, in
Pekin, Illinois, and Units 7 and 8 of the Joliet Generating
Station, in Joliet, Illinois.  Those filings permit the owner
lessors of the Powerton and Joliet facilities, the owner lessors'
equity owners, and the holders of the pass-through certificates
issued to finance the leases to exercise certain rights and
remedies against Midwest Generation and EME.

A copy of the forbearance agreement is available for free at:

                       http://is.gd/SQIG8H

                       About Edison Mission

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

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

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.


EDISON MISSION: Taps McKinsey Recovery as Restructuring Advisor
---------------------------------------------------------------
BankruptcyData.com reports that Edison Mission Energy filed with
the U.S. Bankruptcy Court a motion to retain McKinsey Recovery &
Transformation Services U.S. (Contact: Jared D. Yerian) as
restructuring advisor for a $700,000 retainer and the following
hourly rates: practice leader at $750 to $985, executive vice
president at $75 to $750, senior vice president at $545 to $675,
vice president at $450 to $545, senior associate at $400 to $450,
associate at $295 to $400, analyst at $185 to $295 and
paraprofessional at $100 to $185.

                       About Edison Mission

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

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

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.


FIRST PLACE: Talmer Completes Acquisition of First Place Bank
-------------------------------------------------------------
Talmer Bancorp, Inc. on Jan. 2 disclosed that it has completed its
previously announced purchase of Warren, Ohio-based First Place
Bank ("First Place") from First Place Financial Corp.  Talmer's
total investment of more than $200 million was used to purchase
First Place and to recapitalize First Place in order to satisfy
regulatory capital requirements and strengthen First Place's
balance sheet.

"First Place Bank has a strong community banking culture, local
market knowledge and solid customer relationships.  By combining
those qualities with Talmer's financial strength and commitment to
helping communities grow and prosper, we have bolstered a valuable
banking institution that will continue benefiting local customers,
neighborhoods and communities," said David T. Provost, President
and Chief Executive Officer, Talmer Bancorp, Inc.  "Talmer is
pleased to welcome the employees and customers of First Place
Bank, which will continue to operate under its current name and
brand."

Talmer also announced that Thomas C. Shafer, Vice Chairman of
Talmer, was named President and Chief Executive Officer of First
Place and Dennis L. Klaeser, Chief Financial Officer of Talmer
will serve as Chief Financial Officer of First Place.  Mr. Shafer
has held a variety of leadership and executive positions in
community banking and commercial lending for the past 32 years.
Mr. Klaeser has extensive experience in a range of leadership
positions in banking, finance and investment banking.

With the First Place acquisition, Talmer Bancorp has approximately
$4.5 billion in assets and $3.9 billion in deposits pending final
determination of purchase accounting adjustments in its two
subsidiary banks: Talmer Bank and Trust, which operates 45 banking
and lending offices in Michigan, Wisconsin and Illinois, and First
Place which has 41 banking offices and 20 lending offices located
primarily in the Midwest.

The sale was implemented under Section 363 of Chapter 11 of the
U.S. Bankruptcy Code.  First Place Financial Corp, parent company
of First Place Bank, filed a Chapter 11 petition in the U.S.
Bankruptcy Court for the District of Delaware on October 29, 2012.
Talmer Bancorp, Inc. was the winning bidder approved by the Court,
with the sale of First Place Financial Corp's assets approved on
Dec. 14, 2012.  First Place Bank was not included in the Chapter
11 filing and its operations were not affected by the filing.

                    About Talmer Bancorp, Inc.

Headquartered in Troy, Michigan, Talmer Bancorp, Inc. --
http://www.talmerbank.com-- is the holding company for Talmer
Bank and Trust and First Place Bank. Talmer has 86 banking and
lending offices in Michigan, Ohio, Illinois and Wisconsin.  As of
September 30, 2012, Talmer Bancorp had total assets of
approximately $2.2 billion and total deposits of approximately
$1.8 billion.

                        About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers.  On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FIRST PLACE: Court OKs Amended Purchase Agreement with Talmer
-------------------------------------------------------------
First Place Financial Corp. and Talmer Bancorp, Inc., as
purchaser, entered into an Asset Purchase Agreement.  Talmer
agreed to purchase all of the issued and outstanding shares of
common stock of the Company's wholly-owned subsidiary, First Place
Bank, a federally chartered stock savings association, and certain
other assets held in the name of the Company but used in the
business of the Bank, for a cash purchase price of $45 million.

In connection with the bankruptcy proceeding, the Company and
Talmer submitted an Amended and Restated Asset Purchase Agreement
for approval by the Bankruptcy Court.  On Dec. 14, 2012, the
Bankruptcy Court entered an order approving and authorizing the
Company to enter into the Amended Purchase Agreement, dated as
Dec. 14, 2012.

The Amended Purchase Agreement revised the terms of the Purchase
Agreement to include, among other things, increased consideration
in the form of one of two options: (1) the assumption of $60
million in subordinated notes issued to First Place Capital Trust,
First Place Capital Trust II and First Place Capital Trust III
and immediate retirement of $45 million of those Assumed
Securities, with $15 million continuing to be serviced, or (2) if
regulatory approval cannot be obtained for the previous option,
assumption of $55 million in Assumed Securities, followed by the
satisfaction and retirement of $55 million in Assumed Securities.
In exchange for the increased consideration, the Purchaser
receives 100% of the Company's ownership of First Place Holdings,
Inc., 100% of the Company's common securities issued by the Trust
Preferred Issuers, certain tax assets, and all cash and cash
equivalents held by the Company.  Pursuant to the Amended Purchase
Agreement, the Purchaser also agrees to pay the allowed
professional fees, up to $2.75 million, for the official committee
of the holders of the Assumed Securities, as well as the Company's
allowed professional fees.

A copy of the Order is available for free at:

                        http://is.gd/c7OAHf

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers.  On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA, as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FREDERICK'S OF HOLLYWOOD: Amends Employment Pacts with CEO, CFO
---------------------------------------------------------------
Frederick's of Hollywood Group Inc. entered into amendments to the
employment agreements with each of Thomas Lynch, the Company's
Chairman of the Board and chief executive officer, and Thomas
Rende, the Company's chief financial officer.

Pursuant to the amendments, Mr. Rende's term of employment was
extended through Dec. 31, 2013.  Additionally, among other
matters, each of Messrs. Lynch and Rende's employment agreements
was amended to provide that if (1) a "change of control" occurs
and (2) within 24 months thereafter, the executive is terminated
by the Company without "cause" or by the executive for "good
reason", or the executive's employment as an "at will" employee is
terminated following the expiration of the term in which the
agreement has not been renewed, the Company will pay the executive
an amount equal to 125% of the executive's base salary, in
addition to all other compensation and benefits otherwise to be
paid pursuant to the respective employment agreements.

The terms of the employment agreement amendments were approved by
the Company's Board of Directors and Compensation Committee.

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of
$12.05 million for the year ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $42.66
million in total assets, $48.44 million in total liabilities and a
$5.77 million total shareholders' deficiency.


FRIENDSHIP DAIRIES: Wants Until Jan. 11 to File Plan
----------------------------------------------------
Friendship Dairies asks the U.S. Bankruptcy Court for the Northern
District of Texas for a brief extension of its exclusive period to
file a Plan until Jan. 11, 2013, and its exclusive period to
solicit acceptances of that Plan until March 11, 2013.

The Debtor has employed the agricultural business consulting firm
of Emerald Agriculture and, more particularly, Raymond Hunter,
Ph.D. of said firm, as special dairy business consultants in the
Debtor's bankruptcy proceeding.  At the time of the filing of the
request, Dr. Hunter had not yet completed his final report on the
current state of the dairy herd and his assessment of the current
business operations.  The report will also contain a review of
Debtor's physical and financial projections.  The Debtor tells the
Court that the extension of the exclusivity periods will permit
them to adequately complete the preparation of their proposed plan
and disclosure statement.

                      About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GEOPHARMA INC: Joint Chapter 11 Plan Confirmed
----------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed the Joint Chapter 11 Plan filed on behalf of GeoPharma
and Libi Labs.

Based in Largo, Fla., GeoPharma, Inc., which operates under the
business name of Innovative Health Products, manufactures,
packages, and distributes private-label dietary supplements, over-
the-counter drugs and health and beauty products.

GeoPharma Inc. filed for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 11-05210) on March 23, 2011, estimating up to $10 million
in assets and $10 million to $50 million in liabilities.  The
Company is represented by Charles A. Postler of Stichter, Riedel,
Blain & Prosser.


HOSPITAL DAMAS: Court Rejects Alverio Diaz, Ortiz Velazquez Claims
------------------------------------------------------------------
Hospital de Damas, Inc., is inching closer to exiting Chapter 11
bankruptcy protection after the bankruptcy judge in Puerto Rico
sustained the hospital operator's objections to, and disallowed,
Claim No. 96-1 filed by Jose O. Alverio Diaz; and Claim No. 97-1,
filed by Carlos M. Ortiz Velazquez.

The creditors were duly noticed of the objections on May 7 and 14,
2012, respectively.  Notices regarding the hearing on objections
were sent out by the Court on July 13, Aug. 8, and Oct. 7, 2012.
On request of the Debtor and counsel Harold Hopkins, the hearing
was continued twice and finally rescheduled and held on Dec. 13,
2012.  The Court noted that the objections to claim have been
pending in the case docket for over seven months.

On the morning of Dec. 13, 2012, hours prior to the rescheduled
hearing, Messrs. Ortiz Velazquez and Alverio Diaz filed their
answer in opposition to the claims objection. At the hearing, the
Debtor's attorney argued against the allowance of the untimely
opposition, emphasizing the fact that the objection had been
pending for over seven months in the case docket.

The Debtor is seeking final decree of the substantial consummation
of the terms of its confirmed Chapter 11 reorganization plan.

According to Bankruptcy Judge Edward A. Godoy, allowing the
creditor's untimely opposition at this juncture would unreasonably
delay the prompt termination of the remaining controversies in the
case.  Allowing the claims after a seven month delay would
prejudice the implementation and execution of the terms of the
confirmed reorganization plan and would add more post confirmation
administrative expenses.  The Court also finds that allowing this
untimely opposition will further delay the entry of the final
decree and disposal of other pending matters in the case.

A copy of the Court's Dec. 26, 2012 Opinion and Order is available
at http://is.gd/DwVFlCfrom Leagle.com.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., has operated a
general acute care hospital, providing critical care, general
medical and skilled nursing services.  The Debtor is a wholly
owned subsidiary of Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.

As reported by the Troubled Company Reporter on June 27, 2012,
Bankruptcy Judge Edward A. Godoy confirmed the Debtor's plan of
reorganization filed on Nov. 4, 2011.  As reported by the TCR on
Dec. 16, 2011, the Plan segregates various claims and shareholder
interest into five classes.  The Class 1 Allowed Claim of Banco
Popular de Puerto Rico for $23,081,328 will be paid in full over
time.  Class 2 Allowed General Unsecured Claims arising from
medical malpractice actions, totaling $1,006,613 as of July 31,
2011, will be paid on a pro rata basis from a self-insured fund to
be established.  Class 3 Other Allowed General Unsecured Claims,
estimated at $6,988,997, is projected to make a 50% recovery from
a creditor trust to be established.  Class 4 Allowed General
Unsecured Claims arising from assumed executory contracts,
estimated at $3,627,259, is estimated to make a 62.9% recovery
through different payment plans negotiated with landlords or
suppliers.  Class 5 Interests will be retained.  A copy of the
First Amended Joint Disclosure Statement is available for free at
http://bankrupt.com/misc/hospitaldamas.dkt819.pdf


INFUSYSTEM HOLDINGS: John Climaco Named Lead Independent Director
-----------------------------------------------------------------
The Board of Directors of InfuSystem Holdings, Inc., unanimously
approved the following changes with regards to its Committees of
the Board of Directors and Lead Independent Director:

   (1) The Board of Directors elected Mr. John Climaco to replace
       Mr. Charles Gillman as Lead Independent Director.  In
       addition, Mr. Climaco will replace Mr. Gillman as Chairman
       of the Compensation Committee; and

   (2) The Board of Directors elected Mr. Charles Gillman to
       replace Mr. John Climaco as Chairman of the Nominating and
       Governance Committee.

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INLAND EMPIRE: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Inland Empire Oilseeds, LLC
                206 W. Railroad Avenue
                P.O. Box 446
                Odessa, WA 99159

Bankruptcy Case No.: 12-05395

Involuntary Chapter 11 Petition Date: December 21, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Petitioners' Counsel: Kevin O'Rourke, Esq.
                      SOUTHWELL & O'ROURKE
                      421 West Riverside Avenue, Suite 960
                      Spokane, WA 99201
                      Tel: (509) 624-0159
                      E-mail: kevin@southwellorourke.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
AgVentures NW, LLC                 Claims, damages,     $1,199,176
P.O. Box 247                       and monies owed
Odessa, WA 99159

Columbia Grain, Inc.               Claims, damages,       $320,308
900 2nd Avenue North               and monies owed
Great Falls, MT 59403

Holbrook Elevator Services, Inc.   Claims, damages,       $191,565
5521 E. Sharp Avenue               and monies owed
Spokane Valley, WA 99212

Norm Leatha                        Claims, damages,        $17,876
15016 E. Bella Vista Lane          and monies owed
Veradale, WA 99037-9154

Grange Supply Company of Odessa    Claims, damages,         $3,075
P.O. Box 187                       and monies owed
Odessa, WA 99159


INSPIREMD INC: Stockholders Elect Two Class 1 Directors
-------------------------------------------------------
InspireMD, Inc., held its annual meeting of stockholders on
Dec. 21, 2012, at which the stockholders:

   (1) eleced Sol J. Barer, Ph.D. and Paul Stuka as Class 1
       directors to serve on the Company's board of directors for
       a term of three years or until their successors are elected
       and qualified;

   (2) approved an amendment to the InspireMD, Inc. 2011 UMBRELLA
       Option Plan to increase the total number of shares of
       common stock authorized for issuance under that plan by
       5,000,000 shares and to permit the awarding of "incentive
       stock options" pursuant to the U.S. portion of the plan.

   (3) approved an advisory vote on executive compensation;

   (4) approved an advisory vote on executive compensation every
       three years; and

   (5) ratificated the appointment of Kesselman & Kesselman,
       Certified Public Accountants, as the Company's independent
       registered public accounting firm for the fiscal year
       ending June 30, 2013.

                           About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

The Company said the following statement in its quarterly report
for the period ended Sept. 30, 2012:

"Because we have had recurring losses and negative cash flows from
operating activities and have significant future commitments,
substantial doubt exists regarding our ability to remain in
operation at the same level we are currently performing.  Further,
the report of Kesselman & Kesselman C.P.A.s (Isr.), our
independent registered public accounting firm, with respect to our
financial statements at June 30, 2012, Dec. 31, 2011. and 2010,
and for the six month period ended June 30, 2012, and the years
ended Dec. 31, 2011, 2010, and 2009, contains an explanatory
paragraph as to our potential inability to continue as a going
concern.  Additionally, this may adversely affect our ability to
obtain new financing on reasonable terms or at all."


INTERLEUKIN GENETICS: No Non-Discretionary Bonus for 2013
---------------------------------------------------------
The Compensation Committee of the Board of Directors of
Interleukin Genetics, Inc., approved a bonus plan for Kenneth S.
Kornman, the Company's chief executive officer, chief scientific
officer and president, and Eliot M Lurier, the Company's, chief
financial officer.  Under the terms of the bonus plan:

  1. Executives are not entitled to a non-discretionary bonus for
     the year ending Dec. 31, 2013.

  2. Provided that the Company meets certain earnings and revenue
     targets for the six months ended June 30, 2014, and
     Executive is employed by the Company as of June 30, 2014,
     Executive will receive a bonus equal to 30% of that
     Executive's base salary.

  3. Provided that the Company meets certain earnings and revenue
     targets for the year ended Dec. 31, 2014, and Executive is
     employed by the Company as of Dec. 31, 2014, Executive will
     receive a bonus equal to 15% of that Executive's base
     salary.

                          About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.50
million in total assets, $15.96 million in total liabilities, all
current, and a $12.45 million total stockholders' deficit.


INT'L HOME PRODUCTS: Court Won't Stay Foreclosure Order
-------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied the request of
International Home Products, Inc. and Health Distillers
International, Inc., to stay the implementation of the Court's
Oct. 22, 2012 order that directed the Debtors to turn over to
their secured lender, FirstBank Puerto Rico, the proceeds
generated from certain accounts receivables, which the bank
foreclosed pre-petition, and which consequently, are not property
of the estate.  The Bankruptcy Court held that the Debtors have
failed to establish a likelihood to succeed on the merits or show
irreparable harm.  The Debtors have taken appeal from the Oct. 22
order to the U.S. District Court for the District of Puerto Rico.

A copy of the Court's Dec. 26, 2012 Opinion and Order is available
at http://is.gd/wKDHs0from Leagle.com.

                 About International Home Products

International Home Products, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. P.R. Case No. 12-02997) on April 19, 2012.
Health Distillers International, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D. P.R. Case No. 12-03574) on May 7,
2012.

International Home Products is engaged in the sale, financing of
"Lifetime" cookware and other kitchenware as well as sale of
account receivables in the secondary market.  It is the exclusive
distributor of "Lifetime" products in Puerto Rico for over 40
years.

Carmen D. Conde Torres, Esq., in San Juan, P.R., serves as counsel
to the Debtors.  Wigberto Lugo Mendel, CPA, serves as their
accountants.  International Home Products disclosed $66,155,798
and $43,350,031 in liabilities as of the Chapter 11 filing.
Health Distillers International scheduled $4,520,825 in assets,
and $3,024,332 in liabilities.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


JHK INVESTMENTS: Has Preliminary Use of Bay City Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut has
granted JHK Investments, LLC, interim authorization to use cash
collateral of Bay City Capital Fund V, L.P., and Bay City Capital
Fund L.P. to pay business expenses necessary to avoid irreparable
harm to the estate, pursuant to a budget.  Bay City alleges a
first priority secured claim against all of JHK's assets,
including JHK's cash and accounts receivable.

As adequate protection, Bay City is granted replacement liens in
all post-petition assets of JHK and proceeds thereof, excluding
any bankruptcy avoidance causes of action, subject to a carve-out
of such liens for amounts payable by JHK for (i) fees of the
United States Trustee; (ii) accrued and unpaid invoices for High
Mountain Ranch for its employees solely for work performed on
behalf of JHK and its subsidiaries in an amount not to exceed
$2,500 in the aggregate.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


KWIK-WAY PRODUCTS: Bank of America Faces Sanctions
--------------------------------------------------
Kwik-Way Products, Inc.'s Chapter 11 case was closed on July 23,
2009, and reopened by the Debtor on Jan. 11, 2012.  Along with the
Motion to Reopen, Kwik-Way filed a Motion for Order to Show Cause
for Violation of Terms of Chapter 11 Plan and Sanctions, asserting
that Bank of America violated the confirmed Plan by improperly
filing and continuing UCC liens post-confirmation.  Kwik-Way
argues the existence of the liens impaired its ability to obtain
financing.  The Motion seeks an order requiring the Bank to
release all liens, except one remaining on machinery and
equipment, and requests damages and costs.  Kwik-Way also requests
that plan payments to the Bank be put on hold for a period of time
similar to that during which the Bank failed to release its liens.

On Sept. 24, 2012, the Bank filed a Motion for Sanctions,
asserting that Kwik-Way failed to follow procedures under
Fed.R.Bankr.P. 9011 in filing the Motion for Order to Show Cause.
The Bank argues the allegations of the Motion for Show Cause are
without basis in law or fact.  It asserts Kwik-Way made numerous
misrepresentations under oath in interrogatory answers and the
Debtor's failure to receive financing was not based on the Bank's
unreleased security interests in prepetition assets. The Bank
seeks attorney fees as sanctions against Kwik-Way.

The Debtor's Chapter 11 plan was confirmed on Feb. 23, 2009.  The
plan provides that Bank of America would retain a lien only on
specific machinery and equipment, not on all of the Debtor's
personal property.  In January 2010, David Parks, President and
CEO of Kwik-Way discovered that the Bank had not properly released
its UCC liens as required by the confirmed Plan.  He sent a letter
to the Bank's counsel requesting UCC releases from the Bank. Mr.
Parks later asked the Debtor's attorney to follow up with the
Bank's attorney.

In late 2011, Mr. Parks sought financing for the Debtor through
Guaranty Bank.  He testified that the Bank's liens became a real
obstacle at that point.  Mr. Parks testified that the Debtor's
largest supplier also starting asking for cash in advance based on
the Debtor's Dunn & Bradstreet score which is affected by the
amount of liens outstanding and impacted by the Bank's failure to
release the liens.

After failing to receive financing from Guaranty Bank, Mr. Parks
contacted the Debtor's attorney who made a request of the Bank,
but the Bank failed to respond.  At that point, Debtor filed the
Motion to Reopen and Motion to Show Cause.  BofA filed releases of
the liens almost immediately, on Jan. 17, 2012, after Kwik-Way
reopened the case on Jan. 11, 2012.  Subsequently, Guaranty Bank
provided the Debtor with financing.

At the hearing, the Bank questioned whether the Debtor's
assignment or sale of receivables to TCI rather than the
unreleased liens was the primary reason for its failure to gain
financing from Guaranty Bank. The Bank pointed to deposition
testimony of a loan officer of Guaranty Bank, David Lodge, to that
effect.  Mr. Parks denied the Bank's assertion, saying Mr. Lodge
was not on the loan committee which considered the Debtor's
financing, but Harold Becker and Robert Becker were.  Mr. Parks
testified that Robert Becker explained to him why they wouldn't
give the Debtor the loan at the end of 2011.

Bankruptcy Judge Paul J. Kilburg on Friday held that, despite the
Bank's assertions to the contrary, the Debtor has proven that its
attempt to obtain financing from Guaranty Bank was impeded by Bank
of America's failure to release liens as required by the confirmed
Chapter 11 Plan.  The Debtor incurred expenses as a result of the
Bank's actions.  Judge Kilburg said the Court will grant the
Debtor attorney fees and reimbursement of the quarterly fees to
the extent that the proceedings were prolonged solely by conduct
of the Bank.  The judge, however, noted that by April 13, 2012,
the Debtor concurred in the Bank's requests for continuances.  As
such, the delay in the proceedings cannot solely be attributed to
the Bank.

Accordingly, the Court grants the Debtor's Motion for Order to
Show Cause for Violation of Terms of Chapter 11 Plan and
Sanctions.  For violations of the confirmed plan, the Court awards
expenses to the Debtor, payable by the Bank of America, including
the reopening fee, quarterly fees and attorney fees in the total
amount of $17,083.20.

In April 2012, the Bank agreed to suspend monthly plan payments
while this matter was pending.  After the hearing, the Court
ordered the Debtor to commence making monthly payments
immediately.  The Court declines to suspend the monthly payments
to the Bank any further.

A copy of the Court's Dec. 28, 2012 Order is available at
http://is.gd/xJCIYJfrom Leagle.com.

Based in Marion, Iowa, Kwik-Way Products, Inc. --
http://www.kwik-way.com/-- filed for Chapter 11 bankruptcy
(Bankr. N.D. Iowa Case No. 08-00362) on March 5, 2008.  Kwik-Way
manufactures motor vehicle parts and accessories.  It is also into
air or spacecraft manufacture, fishing ship or boat building,
railroad rolling stock manufacture, and locomotive manufacture
services.  Anita Shodeen, Esq. -- ashodeen@bevinglaw.com -- serves
as the Debtor's counsel.  In its petition, the Debtor estimated
under $50,000 in assets, and under $10 million in liabilities.


J920 LLC: Case Summary & 5 Unsecured Creditors
----------------------------------------------
Debtor: J920, LLC
        818 North Dixie Highway #5
        Lake Worth, FL 33460

Bankruptcy Case No.: 12-40539

Chapter 11 Petition Date: December 27, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brett A. Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S Narcissus Ave # 802
                  West Palm Beach, FL 33401
                  Tel: (561) 833-1113
                  E-mail: belam@brettelamlaw.com

Scheduled Assets: $118,535

Scheduled Liabilities: $1,410,876

A list of the Company's five top unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flsb12-40539.pdf

The petition was signed by Chris Stevens, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Summertime Development Corporation     11-31279   07/29/11


LBI MEDIA: 76% Old Notes, 73% Discount Notes Validly Tendered
-------------------------------------------------------------
Liberman Broadcasting, Inc., LBI Media Holdings, Inc., and LBI
Media, Inc., announced final results of their private exchange
offers to exchange:

   (a) up to 100% of Media's outstanding 8 1/2% Senior
       Subordinated Notes due 2017, of which approximately $228.8
       million in aggregate principal amount is currently
       outstanding, in exchange for Media's new 11 1/2%/ 13 1/2%
       PIK toggle second priority secured subordinated notes due
       2020 and warrants to purchase shares of Parent's Class A
       common stock, par value $0.001; and

   (b) up to 100% of Holdings' outstanding 11% senior discount
       notes due 2013 of Holdings, of which approximately $41.8
       million in aggregate principal amount at maturity is
       currently outstanding (excluding approximately $26.6
       million aggregate principal amount of Discount Notes held
       by Holdings), in exchange for either (i) Second Priority
       Secured Subordinated Notes, or (ii) Holdings' new 11%
       senior notes due 2017.

According to information provided by D.F. King & Co., Inc., the
exchange agent for the Exchange Offers, as of 5:00 p.m., New York
City time, on Dec. 26, 2012, (i) approximately $174.6 million, or
76.3%, of the outstanding principal amount of Old Senior
Subordinated Notes had been validly tendered and not withdrawn in
exchange for Second Priority Secured Subordinated Notes and
Warrants and (ii) approximately $30.9 million, or 73.8%, of the
outstanding principal amount of Discount Notes not held by
Holdings had been validly tendered and not withdrawn, of which
approximately $10.2 million had been validly tendered in exchange
for Second Priority Secured Subordinated Notes and approximately
$20.7 million had been validly tendered in exchange for Holdings
Notes.  Based on the principal amount of Old Notes validly
tendered, not withdrawn and accepted, approximately $115.2 million
aggregate principal amount of Second Priority Secured Subordinated
Notes, $21.1 million aggregate principal amount of Holdings Notes
and 106.1559 Warrants will be issued in exchange for such Old
Notes, as applicable.

In addition, the Companies have received the requisite consents
for the proposed amendments to the indentures governing the Old
Senior Subordinated Notes and the Discount Notes, as applicable.
The Exchange Offers and the Consent Solicitations expired at 5:00
p.m., New York City time, on Dec. 26, 2012.

Concurrently with the Exchange Offers and the Consent
Solicitations, Media solicited consents from holders of its 9 1/4%
Senior Secured Notes due 2019 to certain amendments to the
indenture governing the First Priority Senior Secured Notes.

As of the Expiration Date, Media has received the requisite
consents for the proposed amendments to the First Priority Senior
Secured Notes Indenture.  The Concurrent Consent Solicitation
expired at 5:00 p.m., New York City time, on Dec. 26, 2012.  The
Exchange Offers were subject to, and conditioned upon, obtaining
the requisite consents to the proposed amendments pursuant to such
Concurrent Consent Solicitation.

Subject to the terms and conditions of the Exchange Offers set
forth in the Confidential Offering Memorandum and Consent
Solicitation Statement, dated July 17, 2012, as supplemented, the
Companies anticipate that the settlement date for the Exchange
Offers will be Dec. 31, 2012 or, with respect to the payment of
consideration consisting of Warrants, such later date as a holder
returns a properly completed beneficial ownership information form
to D.F. King.  The Company also expects to make the consent
payment for the Concurrent Consent Solicitation on Dec. 31, 2012,
upon settlement of the Exchange Offers.

                          About LBI Media

Headquartered in Burbank, CA, LBI Media, Inc., operates Spanish-
language broadcasting properties including 21 radio stations (15
FM and 6 AM generating 47% of 2011 revenue) and 9 television
stations plus the EstrellaTV Network (53% of 2011 revenue).
EstrellaTV is a Spanish-language television broadcast network that
was launched in the fall of 2009. Through EstrellaTV, the company
is affiliated with television stations in 39 DMAs comprising 78%
of U.S. Hispanic television households.  Jose Liberman founded the
company in 1987, together with his son, Lenard Liberman.
Shareholders include Jose Liberman (20%), Lenard Liberman (41%),
Oaktree Capital (26%) and Tinicum Capital (13%).  The dual class
equity structure provides the Liberman's with 94% of voting
control between Jose Liberman (31%) and Lenard Liberman (63%).
Revenues for FY2011 totaled $117.5 million.

LBI Media's balance sheet at Sept. 30, 2012, showed $311.61
million in total assets, $561.02 million in total liabilities and
a $249.40 million total stockholders' deficiency.

"The condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.  "However, as a result of uncertainties
related to future sources and sufficiency of liquidity required by
the Company to satisfy its outstanding debt and debt service
obligations... there is substantial doubt about the Company's
ability to continue as a going concern."

                           *    *     *

As reported by the TCR on Dec. 13, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Burbank, Calif.-
based LBI Media Inc. (LBI) to 'CC' from 'D'.

"We raised the corporate credit rating to 'CC' from 'D' based on
LBI Media Holdings' disclosure that it made the interest payment
(about $3.8 million) on its 11% senior discount notes and had
cured the default," said Standard & Poor's credit analyst Minesh
Patel.

In the April 5, 2012, edition of the TCR, Moody's Investors
Service downgraded LBI Media, Inc.'s Corporate Family Rating (CFR)
and Probability-of-Default Rating (PDR) each to Caa2 from Caa1 and
downgraded debt instruments accordingly.  The downgrades follow
the company's earnings release for the 4th quarter of 2011 and
reflect weakened liquidity, revenue and EBITDA declines for radio
stations compounded by EBITDA declines for television operations,
and Moody's view that LBI's capital structure is unsustainable.
The rating outlook was changed to Negative from Stable.


LEHMAN BROTHERS: Takes $149.5MM From CIBC in Flip Clause Dispute
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. negotiated a settlement
to recover $149.5 million from Canadian Imperial Bank of Commerce,
ending one of the lawsuits regarding so-called flip clauses in
derivatives contracts.

According to the report, the flip clauses provided that the order
of priority would reverse were Lehman to go bankrupt.  Instead of
realizing profits on a derivative, Lehman would instead incur
losses simply as a result of having filed bankruptcy.
Consequently, Lehman's bankruptcy allowed the Toronto-based bank
to avoid losses on the Lehman contract and instead record an $841
million gain.  To end the dispute, CIBC will pay Lehman $149.5
million, according to the bank's statement.

The report notes that although the bankruptcy judge issued rulings
favoring Lehman's interpretation of the flip clause disputes, the
question is yet to be decided in an appellate court.  The
bankruptcy court ruled that flip clauses are unenforceable because
they are forfeitures prohibited under a provision of the
Bankruptcy Code.  Counterparties on derivatives like CIBC contend
that flip clauses are enforceable under the so-called safe harbor,
where securities contracts are valid despite bankruptcy of one
party.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Mass. HFA Seeks State Ruling on Swap Termination
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Massachusetts Housing Finance Agency wants a
state court in Massachusetts, not the bankruptcy court, to decide
whether it validly terminated an interest-rate swap agreement
before Lehman Brothers Holdings Inc. declared default.

According to the report, the agency explained in papers filed on
Dec. 27 in U.S. Bankruptcy Court in Manhattan how it provides
long-term, fixed-rate financing to buyers and developers of low-
income housing in Massachusetts.  To hedge exposure on floating-
rating financing it utilizes to acquire funds to make loans at
fixed rates, the agency entered into interest-rate swap agreements
before Lehman's bankruptcy.

Nine months after Lehman filed for Chapter 11 reorganization, the
agency sent a notice of termination and paid Lehman $5.7 million.
The agency said Lehman's bankruptcy was an event of default giving
the right to terminate.  According to the agency, Lehman took the
position a year later than the termination was void.  Lehman then
sent the agency a notice of default and demanded a termination
payment twice was large.

The report relates that at an April 17 hearing the agency will ask
the bankruptcy judge to rule that the so-called automatic stay
does not bar filing suit in Massachusetts state court to declare
the first termination as valid.  The agency argues that the
automatic stay doesn't bar a state court suit because it doesn't
protect actions Lehman took after bankruptcy.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LITHIUM TECHNOLOGY: Messrs. Mulder and Kremers Quit from Board
--------------------------------------------------------------
As mutually agreed on Dec. 21, 2012, and effective as of Dec. 5,
2012, Mr. Fred Mulder and Mr. Theodore Kremers are terminating
their service as officers on the board of directors of Lithium
Technology Corporation, as well as their respective consulting
agreements.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MUNICIPAL CORRECTIONS: Prison Facility's Case Goes to N.D. Ga.
--------------------------------------------------------------
Bankruptcy Judge Thad J. Collins granted the request of creditor
Irwin County to transfer the venue of Municipal Corrections, LLC's
chapter 11 bankrutpcy case to the Bankruptcy Court for the
Northern District of Georgia.

Judge Collins said Nevada is not the most convenient district for
this case.  "Every single factor that weighs in any direction
favors transferring venue of this case to Georgia. Either district
of Georgia is more convenient than, and thus more preferable to,
Nevada.  While venue is technically proper in Nevada, the Court
concludes it is not the most convenient venue for any of the
parties.  The Court will transfer the case to Georgia, which is
most convenient to the greatest number of parties," the judge
said.

Judge Collins also held that, it would seem that if the case were
to turn into a liquidation, either of the Georgia districts would
be preferable to Nevada.  A liquidation would be of the Debtor's
assets and the biggest asset by far is the prison and real
property in Georgia.  Any valuation proceedings related to a sale
of the property would be better handled in a Georgia Court -- more
familiar with values and local considerations.

Judge Collins, meanwhile, noted that the significant unsecured
creditors are located in the Northern District, while the
significant secured creditors are located in the Middle District.
He said the proximity to the Debtor favors the Northern District
whereas the location of the assets favors the Middle District.
Specific witnesses have yet to be identified, but they would
likely come from both districts.  Because these districts border
each other, the judge said the physical distance for the parties
to travel will not be large -- and thus does not tip the balance
any particular way.

A copy of Judge Collins' Dec. 28, 2012 ruling is available at
http://is.gd/fwePHMfrom Leagle.com.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that the prison consented to being Chapter 11 in August
after secured creditors agreed to provide financing for the
reorganization.  The prison withdrew a previously filed motion to
transfer the case to Georgia, closer to the facility.  Meanwhile,
Irvin County had joined in the motion to transfer venue.  The
dispute over venue was argued in bankruptcy court in September.

According to the report, U.S. Bankruptcy Judge Thad D. Collins
said relevant factors in favor of transfer "strongly outweigh"
retaining the case in Nevada, he said.

The Bloomberg report notes that Judge Collins had more difficulty
deciding if the case should go to the Middle District of Georgia,
where the prison is located, or to the Northern District of
Georgia, so the case could reside in Atlanta.  Judge Collins
concluded that convenience of the parties justified moving the
case to Atlanta. The indenture trustee argued that air service
would be poor and inconvenient in the Middle District of Georgia.

The report also notes that the control of the case is also up in
the air.  UMB Bank NA, the indenture trustee, has papers on file
seeking to oust management and appoint a Chapter 11 trustee.

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.  In August, the bankruptcy judge ruled that the
prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.


NATIVE WHOLESALE: Wants to Post Collateral to Secure Avalon Bond
----------------------------------------------------------------
Native Wholesale Supply Company asks the U.S. Bankruptcy Court for
the Western District of New York to enter an order authorizing it
to post collateral to secure its indemnity obligations under its
new customs bond.

The new customs bond is to be issued by Avalon Risk Management
which replaces the customs bond issued by Capital Indemnity
Corporation which expired on Dec. 9, 2012.  The Debtor intends to
secure the new customs bond obligations with the collateral
securing its obligations under the Capitol customs bonds.

According to papers filed with the Court, with its Chapter 11 case
poised for dismissal due to the Debtor having negotiated an
acceptable settlement with its largest creditor, the United States
Department of Agriculture, the Debtor must now insure a seamless
transition from one bonding company (Capitol) to the other
(Avalon) and obtain Court authority to fully collateralize its new
bond.

Capitol currently holds $11.3 million of collateral to secure the
Debtor's indemnity obligations.  The collateral consists of: (i)
Debtor's cash collateral of $1.1 million pursuant to a Security
Agreement between Capitol and the Debtor dated April 23, 2010;
(ii) a Clean Irrevocable Letter of Credit No. 10117/S24622, issued
by Royal Bank of Canada on Dec. 16, 2009, in the principal amount
of $8.2 million which was established in favor of Capital; and
(iii) a Letter of Credit issued by M&T in the principal amount of
$2,000,000 secured by NWS funds.  As ordered by the Court on
November 2, upon termination of Capitol's liabilities under its
customs bonds, it is required to release the collateral to NWS.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


OASIS HOMES: Chapter 11 Case Summary & 4 Unsecured Creditors
------------------------------------------------------------
Debtor: Oasis Homes, Inc.
        10803 Foothill Blvd.
        Suite 212
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 12-38038

Chapter 11 Petition Date: December 27, 2012

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: Jeffrey B. Smith, Esq.
                  CURD GALINDO & SMITH, LLP
                  301 E Ocean Blvd., Suite 1700
                  Long Beach, CA 90802
                  Tel: (562) 624-1177
                  Fax: (562) 624-1178
                  E-mail: jsmith@cgsattys.com

Scheduled Assets: $3,650,153

Scheduled Liabilities: $5,782,482

A list of the Company's four top unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb12-38038.pdf

The petition was signed by Manuel A. Badiola, president.


OMTRON USA: Bankruptcy Moved From Delaware to North Carolina
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Omtron USA LLC was unable to keep the bankruptcy in
Delaware.  Omtron paid $24.9 million in February 2011 for the
North Carolina operations belonging to bankrupt Townsends Inc.

According to the report, several farmers who grew chickens for
Omtron filed papers in late November telling the Delaware judge
why the case should be moved to North Carolina. The growers won at
a Dec. 20 hearing when U.S. Bankruptcy Judge Brendan Shannon
agreed that the bankruptcy is better situated in North Carolina.

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Siler City, North Carolina-based company
estimated assets and debt of $10 million to $50 million each in
Chapter 11 documents.


OVERSEAS SHIPHOLDING: Common Stock Delisted from NYSE
-----------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the common stock of Overseas Shipholding Group Inc.
on NYSE.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PACIFIC RIM: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Pacific Rim Capital Investors LLC
        Sam Taylor, 8504 Waller Rd East
        Tacoma, WA 98446

Bankruptcy Case No.: 12-48648

Chapter 11 Petition Date: December 27, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: William L. Beecher, Esq.
                  BEECHER & CONNIFF
                  1703-C Dock St
                  Tacoma, WA 98402
                  Tel: (253) 627-0132
                  E-mail: billbeecher@beecherandconniff.com

Scheduled Assets: $2,500,000

Scheduled Liabilities: $1,682,368

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Sam Taylor, managing member.


PACIFIC THOMAS: Court Approves Matlock Law as General Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Pacific Thomas Corporation to employ Matlock Law Group,
P.C., as its general insolvency counsel.

As reported by the Troubled Company Reporter said on Sept. 10,
2012, Matlock Law Group will:

  a. advise and assist the Debtor with respect to
     compliance with the requirements of the United States
     Trustee;

  b. advise the Debtor regarding matters of bankruptcy law,
     including the rights and remedies of a debtor-in-possession;

  c. represent the Debtor with respect to applications, motions
     and adversary proceedings and other hearing in the Bankruptcy
     Court and in any action in any other court where the Debtor's
     rights under the Bankruptcy Code may be litigated or
     affected; and

  d. conduct examination of witnesses, claimants, or adverse
     parties and to prepare and assist in the preparation of
     reports, accounts and pleadings related to the Chapter 11
     case.

The current hourly rates for attorneys and paralegals who are
expected to provide services are:

   * Attorneys:  Anne-Leith Matlock, Esq.    $325.00
                 K. Brian Matlock, Esq.      $325.00
                 Patrick Perkins. Esq.       $325.00
                 Kathrin R. Dimas, Esq.      $250.00

   * Paralegals: Janis Klein                 $125.00
                 Karen Smith                 $125.00

To the best of Debtor's knowledge, no member or employee of the
law firm has any connection with the Debtor, Debtor's creditors,
any other party in interest, or with its respective attorneys and
accountants, the U.S. Trustee or any person employed by the U.S.
Trustee outside of the law firm's legal representation of Debtor.

The Debtor told the Court that they retained the law firm in
June 2011 to pursue a Chapter 11 filing but other pre-bankruptcy
planning issues arose and required the law firm to defend the
Debtor in a pre-bankruptcy receivership action.  The Debtor was
hoping to reorganize through the receivership but on the eve of a
foreclosure sale on Aug. 6, 2012, the Debtor was forced to
eventually file the instant bankruptcy case.  The Debtor and the
law firm believe that the law firm is "disinterested", as that
term is defined in Section 101(14) of the Bankruptcy Code.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PACIFIC THOMAS: Asks Court to Extend Plan Filing Period to April 6
------------------------------------------------------------------
Pacific Thomas Corporation has asked the U.S. Bankruptcy Court for
the Northern District of California to extend through April 6,
2013, the exclusive period to file a plan of reorganization, and
through June 5, 2013, the exclusive period to solicit acceptances
to of that plan.

According to the Debtor, the requested four-month extension of the
exclusivity periods should allow a reasonable and adequate timing
for garnering the necessary information and completing the
prerequisite actions on the Debtor's part, including filing,
noticing, and hearing a financing motion, and filing a feasible
reorganization plan, rather than one based on inadequate or
incomplete information.  "It will avoid the attendant economic and
resource inefficiencies for all parties that can result when a
plan is filed prematurely.  A failure to extend the exclusivity
will create needless confusion and conflict that will presumably
prejudice all parties, in particular debtor's unsecured
creditors," the Debtor stated.

The Debtor points out that it has reported real property assets in
excess of $17.7 million, secured claims in an amount of
$13.5 million, including unpaid prepetition property taxes in an
amount of $199,000, and unsecured pre-petition debts in an amount
of $3.06 million.  As such, the Debtor is solvent under the
"balance sheet test".

The Debtor said that almost all of its real property parcels or
units on the parcel are leased to third party entities, which
provide a steady cash-flow for Debtor and adequate protection
payments to Debtor's secured creditors.  The Debtor has been and
still is entertaining negotiations with potential new tenants to
maximize its occupancy rate as well as with signed tenants
regarding necessary tenant improvements that are a prerequisite to
collect rents.  The Debtor has been in ongoing negotiations with
the Lao Family Foundation regarding a long term lease of APN 19-
102-4.

The Debtor assured the Court that it has been and still is current
on its secured loans with Bank of the West, Private Mortgage Fund,
and Private Capital Investments fka the Bowers Group.  These three
secured creditors currently receive adequate protection payments
in an amount equal to their actual loan payments due under the
note.  Since the Debtor's cash collateral motion regarding Summit
has been granted by stipulated order, the Debtor has also made
adequate protection payments to Summit.

The Debtor seeks to obtain third party financing in order to
develop a plan of reorganization that has broad creditor support.
The Debtor had obtained a commitment from a third party lender to
refinance all of its currently outstanding secured loans
(including all pre-petition property taxes) shortly before this
bankruptcy case was commenced.  "However, due to timing issues
that were out of Debtor's control and practical difficulties
caused by Debtor's bankruptcy filing, the commitment expired," the
Debtor said.  The Debtor is still working on obtaining a new
lender commitment.  Once a commitment has been finalized, the
Debtor will immediately file a financing motion to pay off all of
its secured creditors and all pre-petition property taxes.  The
Debtor expects that it will require only a few more weeks to re-
obtain committed financing and file its motion as Debtor is only
clarifying underwriting terms and questions at this point.

The Debtor said, "In formulating its reorganization plan, Debtor
also seeks to broadly assess claims against the estate, most of
which have not been filed yet since the deadline to file claims
will not expire until Dec. 10, 2012.  This uncertainty also makes
it impossible to finalize a plan at this point.  Debtor already
faced difficulties with the few claims that were filed so far1 and
expects further difficulties with files there were not filed yet,
specifically with Summit."  The Debtor is currently assessing
potential claims it might pursue, including potential claims
Debtor may have against Karen Hafstad and certain individuals
because of their fraudulent real property transfers which purport
to create a contractual liability for Debtor on said individual's
home loans.

"Debtor has no intent to delay the case; especially since Debtor's
cash collateral restrictions cause Debtor significant amounts of
work and pose significant restraints for its business operations.
It is in Debtor's best interest to move forward as quickly as
possible," the Debtor stated.

A hearing on the Debtor's request will be held on Jan. 10, 2013,
at 10:30 a.m.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PALM BEACH: GE Capital Sued by Petters Fraud Victims
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Electric Capital Corp. is being sued by
creditors of hedge funds defrauded by the Thomas Petters Ponzi
scheme. Creditors contend the finance subsidiary of General
Electric Co. kept quiet after discovering the fraud to allow time
for Petters to repay a $45 million loan.

The report recounts that Palm Beach Finance Partners LP and Palm
Beach Finance II LP were forced to liquidate by unknowingly
investing in the Petters Ponzi scheme.  The funds confirmed
liquidating Chapter 11 plans in October 2010, creating a trust
designed to bring lawsuits on behalf of creditors.

Suing Norwalk, Connecticut-based GECC in September, the creditors'
trust filed an amended complaint on Dec. 21 in U.S. Bankruptcy
Court in West Palm Beach, Florida.  The complaint said GECC found
out in October 2000 that Petters was conducting a fraud.  Rather
than notify law enforcement or Petters' own lawyers, GECC "agreed
to keep quiet" and in the meantime forced Petters to repay a $45
million loan, according to the complaint.  The complaint asserts
claims against GECC for aiding and abetting and conspiracy to
commit civil fraud.  Although the complaint doesn't specify the
amount of damages being sought, the funds said they lost $1
billion through the Petters fraud.

The lawsuit is Mukamal v. General Electric Capital Corp. (In re
Palm Beach Finance LP), 12-01979, U.S. Bankruptcy Court, Southern
District Florida (West Palm Beach).

                      About Palm Beach Funds

Palm Beach Gardens, Florida-based Palm Beach Finance Partners,
L.P., was a hedge fund.  The Company solicited capital
contributions from third-party limited partners, and proceeded to
invest substantial amounts of the capital with the Petters
Company, Inc.

The Company filed for Chapter 11 on Nov. 30, 2009 (Bankr. S.D.
Fla. Case No. 09-36379.)  The Debtor's affiliate, Palm Beach
Finance II, L.P., also filed for bankruptcy (Bankr. S.D. Fla. Case
No. 09-36396).  Paul A. Avron, Esq., and Paul Steven Singerman,
Esq., assisted the Debtors in their restructuring efforts.  Palm
Beach Finance II estimated $500 million to $1 billion in assets
and liabilities in its petition.

In October 2010, Judge Paul G. Hyman confirmed the Plan of
Liquidation for Palm Beach Finance Partners, L.P., and Palm Beach
Finance II, L.P., proposed by Barry Mukamal, as Chapter 11 trustee
and Geoffrey Varga, as joint official liquidator of the Debtors.
The Chapter 11 trustee is represented by Michael S. Budwick, Esq.
at Meland Russin & Budwick, P.A.


PENNFIELD CORP: Signs Cargill to Buy Animal-Feed Business
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pennfield Corp. quickly assembled a sale to Cargill
Inc. after the first buyer defaulted on a court-approved purchase
agreement.  Cargill is under contract to pay $8.5 million,
compared with $15.6 million that Carlisle Advisors LLC would have
paid had it carried out the contract.

The report recounts that Pennfield declared Carlisle in default on
Dec. 19 under the contract approved in late November by the U.S.
Bankruptcy Court in Philadelphia.  Nine days later, Pennfield had
Cargill under contract.

According to the report, there will be a Jan. 17 hearing in
bankruptcy court both to conduct an auction and approve a sale to
Cargill or whomever submits a better offer.  Competing bids are
due Jan. 15.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PINNACLE AIRLINES: Has Until Jan. 31 to File Chapter 11 Plan
------------------------------------------------------------
Pinnacle Airlines Corp. and Delta Air Lines, Inc., entered into a
Waiver and Fifth Amendment to Senior Secured Super-Priority
Debtor-in-Possession Credit Agreement pursuant to which the Credit
Agreement was modified to (1) extend the date by which the Company
must file a Plan of Reorganization and disclosure statement that
are reasonably acceptable to Delta from a date which is no later
than the earlier of (i) 30 days after entry of a final order by
the Bankruptcy Court granting the Company's Section 1113 motions;
or (ii) Dec. 30, 2012, to a date which is no later than Jan 31,
2013; and (2) lower the Minimum Unrestricted Liquidity financial
covenant level for the month ended Dec. 31, 2012.

In addition, Delta agreed to waive certain reporting requirements
for calendar weeks ending Dec. 29, 2012, and Jan. 6, 2013, subject
to the Company's agreement to provide substitute reports in an
agreed upon form in lieu of the waived reporting requirements.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PIPELINE DATA: Can Hire Kirkland & Ellis as Attorney
----------------------------------------------------
Pipeline Data Inc., et al., sought and obtained authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Kirkland & Ellis LLP as attorney,
nunc pro tunc to the Petition Date.

K&E will, among other things:

      a. advise the Debtors with respect to their powers and
         duties as debtors in possession in the continued
         management and operation of their businesses and
         properties;

      b. advise and consult 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 representatives of
         creditors and other parties in interest; and

      d. take necessary actions to protect and preserve the
         Debtors' estates, including prosecuting actions on the
         Debtors' behalf, defending any action commenced against
         the Debtors, and represent the Debtors in negotiations
         concerning litigation in which the Debtors are involved,
         including objections to claims filed against the Debtors'
         estates.

K&E will be paid at these hourly rates:

         Christopher J. Marcus        $845
         Benjamin J. Steele           $670
         Partners                   $710-$1,445
         Of Counsel                 $595-$1,145
         Associates                 $390-$840
         Paraprofessionals          $155-$340

To the best of the Debtors' knowledge, K&E is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, serve as counsel.  AlixPartners L.L.P. is the financial
advisor.  Dragonfly Capital Partners L.L.C. is the investment
banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Has Court OK to Hire Whiteford Taylor as Co-Counsel
------------------------------------------------------------------
Pipeline Data Inc., et al., sought and obtained authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Whiteford Taylor & Preston, LLP, as
as co-counsel with Kirkland & Ellis, LLP, nunc pro tunc to the
Petition Date.

The Debtors' management has directed WTP and K&E to exercise their
best efforts in coordinating their services on behalf of the
Debtors in order to avoid unnecessary duplication of effort and
unnecessary expense to the Debtors' estates.

WTP will, among other things:

      a. represent the Debtors in defense of any proceedings
         instituted to reclaim property or to obtain relief from
         the automatic stay under section 362(a) of the U.S.
         Bankruptcy Code;

      b. represent the Debtors in any proceedings instituted with
         respect to the Debtors' use of cash collateral and
         debtor-in-possession financing;

      c. assist the Debtors in the preparation of schedules,
         statements of financial affairs, and any amendments
         thereto, which the Debtors may be required to file in
         these cases; and

      d. assist the Debtors in the preparation of a plan of
         reorganization and disclosure statement.

WTP will be paid at these hourly rates:

         Kenneth Oestreicher                  $600
         Brent C. Strickland                  $530
         Thomas J. Francella, Jr.             $510
         J. Daniel Vorsteg                    $480
         Kristen Bowen Perry                  $460
         Kathy McCruden                       $260

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally, WTP's hourly rates are:

         Partners & Of Counsel             $450 to $600
         Associates                        $300 to $390
         Legal Assistants/Paralegals          $260

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

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Has AlixPartners as Financial Advisor
----------------------------------------------------
Pipeline Data Inc., et al., sought and obtained permission from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ AlixPartners, LLP, as restructuring
advisor, nunc pro tunc to the Petition Date.

AlixPartners will, among other things:

      a. advise senior management and the Board of Directors in
         the negotiation and implementation of restructuring
         initiatives and evaluation of strategic alternatives;

      b. assist the Debtors to develop contingency plans and
         financial alternatives;

      c. assist in developing and implementing cash management
         strategies, tactics and processes including developing a
         short-term cash flow forecasting tool and related
         methodologies and to assist with planning for
         alternatives; and

      d. assist in negotiations with potential acquirers of the
         Debtors' assets.

AlixPartners will be paid at these hourly rates:

         Managing Directors             $815 to $970
         Directors                      $620 to $760
         Vice Presidents                $455 to $555
         Associates                     $305 to $405
         Analysts                       $270 to $300
         Paraprofessionals              $205 to $225

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

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Hires Dragonfly Capital as Financial Advisor
-----------------------------------------------------------
Pipeline Data Inc., et al., sought and obtained authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Dragonfly Capital Partners, LLC, as
financial advisor related to the sale of the Debtors' assets, nunc
pro tunc to the Petition Date.

Dragonfly will, among other things:

      a. maintain a data room and assist potential purchasers with
         due diligence;

      b. negotiate financial terms and structure of any offer for
         the sale of the Debtors' assets;

      c. conduct, if necessary, an overbid auction for the sale of
         the Debtors' assets; and

      d. provide testimony in relation to the sale process.

For its services, Dragonfly will be paid:

      a. an advisory fee in the amount of $75,000 upon the
         execution of its engagement letter with the Debtors; and

      b. an incentive fee equal to 1.50% of the Gross Proceeds
         received by the company for the sale of the substantially
         all of the Debtors' assets.

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

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Hires Epiq as Administrative Advisor & Claims Agent
------------------------------------------------------------------
Pipeline Data Inc., et al., sought and obtained permission from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as
administrative advisor, nunc pro tunc to the Petition Date.

The Debtors also obtained authorization to employ Epiq as notice
and claims agent.

As administrative advisor, Epiq will, among other things:

      a. assist with, among other things solicitation, balloting
         and tabulation and calculation of votes, as well as
         preparing any appropriate reports, as required in
         furtherance of confirmation of plans of reorganization;

      b. generate an official ballot certification and testify, if
         necessary, in support of the ballot tabulation results;

      c. gather data in conjunction with the preparation, and
         assist with the preparation, of the Debtors' schedules of
         assets and liabilities and statements of financial
         affairs; and

      d. generate, provide and assist with claims objections,
         exhibits, claims reconciliation, and related matters.

As claims agent, Epiq will, among other things:

      a. prepare and serve required notices and documents in
         these cases in accordance with the U.S. Bankruptcy
         Code and the Bankruptcy Rules in the form and manner
         directed by the Debtors and the Court, including
         (i) notice of the commencement of these cases and the
         initial meeting of creditors under Bankruptcy Code
         Section 341(a), (ii) notice of any claims bar date,
         (iii) notices of transfers of claims, (iv) notices of
         objections to claims and objections to transfers of
         claims, (v) notices of any hearings on a disclosure
         statement and confirmation of the Debtors' plan or
         plans of reorganization, including under Bankruptcy
         Rule 3017(d), (vi) notice of the effective date of any
         plan and (vii) all other notices, orders, pleadings,
         publications and other documents as the Debtors or Court
         may deem necessary or appropriate for an orderly
         administration of the cases;

      b. maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto;

      c. maintain (i) a list of all potential creditors, equity
         holders and other parties-in-interest; and (ii) a "core"
         mailing list consisting of all parties described in
         Bankruptcy Rule 2002(i), (j) and (k) and those parties
         that have filed a notice of appearance pursuant to
         Bankruptcy Rule 9010; update said lists and make said
         lists available upon request by a party-in- interest or
         the Clerk; and

      d. furnish a notice to all potential creditors of the last
         date for the filing of proofs of claim and a form for the
         filing of a proof of claim, after such notice and form
         are approved by the Court, and notify said potential
         creditors of the existence, amount and classification of
         their respective claims as set forth in the Schedules,
         which may be effected by inclusion of such information
         (or the lack thereof, in cases where the Schedules
         indicate no debt due to the subject party) on a
         customized proof of claim form provided to potential
         creditors.

Epiq will be paid at these hourly rates:

         Clerical                           $30 to $45
         Case Manager                       $60 to $95
         IT/Programming                     $70 to $135
         Senior Case Manager/Consultant    $100 to $140
         Senior Consultant                 $160 to $195

A copy of THE Standard Services Agreement and Pricing Schedule is
available for free at:

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

Bradley J. Tuttle, Vice President and Senior Managing Consultant
with Epiq, attested to the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PORTER BANCORP: Fails to Comply with NASDAQ Listing Requirements
----------------------------------------------------------------
Porter Bancorp, Inc., received a deficiency letter from the
Listing Qualifications Department of The NASDAQ Stock Market,
notifying it that, for the last 30 consecutive business days, the
market value of the Company's publicly held shares has been below
the minimum $5 million requirement for continued listing on The
NASDAQ Global Market pursuant to Listing Rule 5450(b)(1)(C).

In accordance with Listing Rule 5810(c)(3)(D), the Company has
been given 180 calendar days, or until June 17, 2013, to regain
compliance with the Market Value Rule.  If at any time before
June 17, 2013, the market value of the Company's publicly held
shares closes at $5 million or more for a minimum of 10
consecutive business days as required under Listing Rule
5810(c)(3)(D), the Staff will provide written notification to the
Company that it complies with the Market Value Rule.

If the Company does not regain compliance with the Market Value
Rule by June 17, 2013, the Staff will provide written notification
to the Company that its common stock is subject to delisting.  At
that time, the Company may either apply for listing on The NASDAQ
Capital Market, provided the Company meets the initial inclusion
and continued listing requirements of that market as set forth in
Listing Rule 5505, or appeal the Staff's delisting determination
to a Hearings Panel.  The Company would remain listed pending the
Panel's decision.  There can be no assurance that, if the Company
does appeal the delisting determination by the Staff to the Panel,
that appeal would be successful.

On Dec. 21, 2012, Porter Bancorp, Inc., received a deficiency
letter from the Listing Qualifications Department of The NASDAQ
Stock Market, notifying it that, for the last 30 consecutive
business days, the closing bid price of the Company's common stock
has not been maintained at the minimum required closing bid price
of at least $1 per share as required for continued listing on The
NASDAQ Global Market pursuant to Listing Rule 5450(a)(1).

In accordance with NASDAQ Listing Rules, the Company has been
given 180 calendar days, or until June 19, 2013, to regain
compliance with the Minimum Bid Price.  If at any time before
June 19, 2013, the closing bid price of the Company's common stock
is at $1 for a minimum of 10 consecutive business days, the Staff
will provide written notification to the Company that it complies
with the Minimum Bid Price Rule.

If the Company does not regain compliance with the Minimum Bid
Price Rule by June 19, 2013, the Staff will provide written
notification to the Company that its common stock is subject to
delisting.  At that time, the Company may either apply for listing
on The NASDAQ Capital Market, provided the Company meets the
initial inclusion and continued listing requirements of that
market as set forth in Listing Rule 5505, or appeal the Staff's
delisting determination to a Hearings Panel.  The Company would
remain listed pending the Panel's decision.  There can be no
assurance that, if the Company does appeal the delisting
determination by the Staff to the Panel, that appeal would be
successful.

                 Faces Securities Suit in New York

SBAV LP, an affiliate of Clinton Group, Inc., filed a lawsuit in
New York state court against the Company, PBI Bank, Inc., J.
Chester Porter, and Maria L. Bouvette. SBAV LP v. Porter Bancorp,
Inc., et. al., N.Y. Sup. Ct., Index No. 654398-12.  The complaint
alleges violations of the Kentucky Securities Act, negligent
misrepresentation and breach of contract, and seeks damages of
$4,500,000 plus interest and expenses including attorney fees.
The Company is currently evaluating the complaint, but believes it
has meritorious defenses to the claims and intends to defend the
allegations vigorously.

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.28
billion in total assets, $1.23 billion in total liabilities and
$54.98 million in total stockholders' equity.

RADIAN GROUP: Exchange Offer of Senior Notes Expires
----------------------------------------------------
Radian Group Inc. on Jan. 2 announced the expiration of its offer
to eligible holders to exchange any and all of Radian's
outstanding 5.375% Senior Notes due June 15, 2015 for a new series
of 9.000% Senior Notes due June 15, 2017 and additional cash
consideration, in certain circumstances, for purposes of improving
its debt maturity profile.  The Exchange Offer, which commenced on
December 3, 2012, expired in accordance with its terms at 11:59
p.m., New York City time, on December 31, 2012.

Based on information provided by the exchange agent to Radian, of
the $250 million aggregate principal amount of Old Notes that was
outstanding as of December 3, 2012, the commencement date of the
Exchange Offer, an aggregate principal amount of $195,176,000 has
been validly tendered and not validly withdrawn as of the
Expiration Date.  On January 4, 2012, Radian expects to deliver in
exchange for the Old Notes tendered in the Exchange Offer, an
aggregate principal amount of $195,176,000 of New Notes, plus
accrued and unpaid interest on such Old Notes.  In accordance with
the terms of the Exchange Offer, Radian also expects to pay
additional aggregate cash consideration of $4,878,925 in respect
of $195,157,000 aggregate principal amount of Old Notes tendered
before 5:00 p.m., New York City time, on the early participation
date of December 14, 2012.

New Notes will only be issued to holders of the Old Notes who have
certified to Radian Group Inc. in an eligibility letter as to
certain matters, including (i) in the United States, their status
as "Qualified Institutional Buyers," as that term is defined in
Rule 144A under the Securities Act, in a private transaction in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 4(a)(2) thereof or (ii)
outside the United States, that they are persons other than "U.S.
persons," as that term is defined in Rule 902 under the Securities
Act, in offshore transactions in compliance with Regulation S
under the Securities Act.

The New Notes have not been registered under the Securities Act or
any state securities laws.  Therefore, the New Notes may not be
offered or sold in the United States or to any U.S. persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any
applicable state securities laws.

                          About Radian

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz/-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.


PMI GROUP: Settlement with Creditors Committee Takes Effect
-----------------------------------------------------------
The stipulation of settlement entered among The PMI Group, Inc.,
the Official Committee of Unsecured Creditors in TPG's Chapter 11
bankruptcy case, TPG's subsidiary PMI Mortgage Insurance Co., the
receiver for MIC and the special deputy receiver of MIC, with
respect to certain issues that were in dispute among the parties,
became effective.

The following events also occurred on Dec. 18, 2012:

   * Pursuant to the terms of the Stipulation, TPG's three
     reinsurance subsidiaries entered into commutation agreements
     pursuant to which all risk that MIC and certain of MIC's
     subsidiaries had previously ceded to the TPG Reinsurers was
     commuted and outstanding intercompany amounts were settled in
     return for payments from the TPG Reinsurers to MIC and
     certain of its subsidiaries of an amount that was valued at
     approximately $47.4 million in the aggregate.

   * The Director of the Department of Insurance of the State of
     Arizona issued an Order Abating Supervisions whereby the
     Oct. 20, 2011, Supervision Order was abated with regard to
     the TPG Reinsurers.  Among other things, the Abatement Order
     provides that each TPG Reinsurer is to maintain no less than
     the minimum capital and surplus of $1,500,000 plus an
     additional $100,000 for market fluctuations, financial,
     reporting and administrative expenses for a total of
     $1,600,000 and that no TPG Reinsurer may write any insurance
     or reinsurance business, in or outside of Arizona, without
     the prior written approval of the Director.
     
   * The TPG Reinsurers distributed an aggregate of approximately
     $27 million in cash to TPG.

In addition, TPG was informed by MIC that, on Dec. 19, 2012, MIC
had transferred to TPG the $20 million that MIC was required to
pay to TPG pursuant to the terms of the Stipulation in connection
with the exclusive use by MIC of $1 billion of net operating loss
carryforwards.

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


RESIDENTIAL CAPITAL: Judge Peck to Sit as Mediator Until February
-----------------------------------------------------------------
Judge James Peck was named mediator to oversee the plan
negotiation process in the Chapter 11 cases of Residential
Capital, LLC, and its debtor affiliates.

Judge Peck is a sitting judge in the U.S. Bankruptcy Court for
the Southern District of New York and is presiding over, among
other cases, the Chapter 11 case of Lehman Brothers Holdings Inc.
and the liquidation proceeding of Lehman Brothers Inc.

The Debtors sought the appointment of a mediator after several
parties are found reluctant to discuss issues in advance of the
finalization of a report of a Chapter 11 examiner appointed in
the cases.  According to the Debtors, the stage has been set for
productive plan negotiations, including the provision to various
parties-in-interest with equal access to information.

The Debtors also noted that one creditor group indicated it
believes engaging in the plan process before the Examiner's
investigation concludes is "objectively futile," to which the
Debtors disagree.  According to the Debtors, while the settlement
with Ally Financial Inc. has significant implications in the
Chapter 11 cases, the pendency of the Examiner's investigation
need not impede material progress on discussions regarding
alternative settlements with AFI and other aspects of a plan of
reorganization.

The Debtors said a mediator could provide assistance in fostering
discussion concerning AFI-related issues and intercreditor/
interdebtor issues:

   (a) AFI Related Issues -- The Debtors believe a mediator could
       foster discussion among AFI, the Debtors, and the Debtors'
       creditors on the strengths and weaknesses of estate and
       third party claims against AFI.  A discussion of these
       claims, assisted by a neutral third party mediator, would
       facilitate a consensus view on how best to settle, if
       possible, claims against AFI, and how to allocate the
       proceeds of the AFI Settlement, or any alternative
       settlement, as part of a consensual plan negotiated in
       anticipation of, and prior to the issuance of, the
       Examiner's Report.

   (b) Intercreditor and Interdebtor Issues -- To the extent they
       cannot be resolved in connection with plan discussions, a
       mediator may also be able to provide constructive and
       independent guidance on the complex intercreditor and
       interdebtor issues that will effect plan distributions,
       including, but not limited to, those related to (i) the
       allocation of proceeds from the sale of the Debtors'
       assets, (ii) the validity of certain security interests,
       and entitlement, if any, to postpetition interest and
       fees, (iii) the allocation of administrative claims among
       the Debtor entities, (iv) the extent, validity, and
       priority of various creditors' claims, and (v) the
       treatment of intercompany claims under a plan.

Judge Peck will serve as mediator for an initial period through
Feb. 28, 2013, which period may be extended at the discretion of
the Debtors, in consultation with the relevant parties involved in
the mediation discussions.

              Ally, et al., React to Appointment Request

The parent of Residential Capital LLC and its debtor affiliates,
trustees of residential mortgage-backed securities, and creditor
groups supported the appointment of a mediator to oversee the
negotiation process towards a consensual plan of reorganization
in the Debtors' bankruptcy cases.

The pro-mediator entities specifically include:

   * Ally Financial, Inc., and Ally Bank;

   * the Official Committee of Unsecured Creditors;

   * the Steering Committee Group of RMBS Holders;

   * a group of general unsecured creditors composed of AIG Asset
     Management (U.S.), LLC, Allstate Insurance Company,
     Massachusetts Mutual Life Insurance, and Prudential
     Insurance Company of America;

   * an Ad Hoc Group of Junior Secured Noteholders;

   * The Bank of New York Mellon, The Bank of New York Mellon
     Trust Company, N.A., Deutsche Bank Trust Company Americas,
     Deutsche Bank National Trust Company, Law Debenture Trust
     Company of New York, U.S. Bank National Association, and
     Wells Fargo Bank, N.A., solely in their respective
     capacities as trustees or indenture trustees for certain
     mortgage backed securities trusts; and

   * Wilmington Trust, National Association, as indenture
     trustee.

Ally, the Debtors' parent, reiterated that its past and ongoing
extraordinary support for the Debtors' estate was made in good
faith and created substantial value.  Ally told the Court that it
vehemently disagrees with any objector's statements that suggest
a claim could be made against Ally, and Ally will be prepared to
withdraw its settlement offer and try all claims on the merits
should it be necessary.

Ally, the Steering Committee, and the Ad Hoc Group suggested that
clear milestones and a defined timetable for the claims and plan
mediation process to start and finish will focus the parties on
reaching a fair resolution within a timeframe that will minimize
the substantial administrative costs of the Chapter 11 cases.

The Creditors' Committee also suggested that the Court may wish
to schedule a status conference at the January 29, 2013 omnibus
hearing for the parties to assess the progress of plan
negotiations.  At that juncture, the Committee specified, the
parties will be in a better position to determine whether
mediation will be productive to the plan negotiation process and
gauge the appropriate focus of that mediation.

The Steering Committee, however, noted that given the
determination of the monoline insurers and the Creditors'
Committee to continually delay the hearing on the settlement,
mediation will provide opportunity for further gamesmanship to
delay the RMBS Settlement hearing well beyond March 2013.

AIG, et al., told the Court that they support the appointment of
a mediator in order to facilitate discussion among all parties on
critical plan issues.  The group told the Court that the Debtors
have not engaged in any discussions with the group regarding key
plan, or any, issues.  National Credit Union Administration Board
joined in AIG, et al.'s statement.

The Ad Hoc Group complained that the motion seeking the
appointment of a mediator and the motion seeking further
extension of the exclusive periods represent an inconsistency in
legal and factual positions -- with the Debtors on the one hand
lauding their purported progress in moving towards a consensual
plan resolving the Chapter 11 cases and on the other hand,
turning to the Court for immediate assistance with mediation
because a consensual plan seems beyond their present abilities.
The Ad Hoc Group told the Court that it is willing to engage in
plan negotiations but asserted that mediation should be narrowly
defined, subject to well-articulated conditions, and strictly
limited to a period of not more than one month.

Wilmington stated that, as the Chapter 11 cases continue to
unfold, it has become increasingly clear that there is no general
creditor support for the Debtors' prepetition plan support
agreements, which were executed on the precipice of bankruptcy
with certain RMBS investors and Ally without any input from the
senior unsecured creditors and other creditor constituencies.

                    One Group Opposed Mediator

The Debtors pointed out that only one creditor constituency, the
Ad Hoc Group, opposed the appointment of a mediator and the
extension of exclusivity requested by the Debtors.  The Ad Hoc
Group nonetheless have indicated their willingness to participate
in mediation if a mediator is appointed and do not object to an
extension of exclusivity, but seek to limit its duration through
Jan. 31, 2013.

The Debtors further argued that the Ad Hoc Group made numerous
unfounded allegations and use the Motions as an opportunity to
articulate a revisionist view of the course of the Chapter 11
cases.  The Ad Hoc Group, the Debtors asserted, unfairly
disparages their good faith attempts to include all major
creditor constituencies in plan discussions and belittles the
critical need for confidentiality of those discussions.

The Debtors also told the Court that the process should begin
quickly and in earnest with a carefully constructed and defined
term to avoid parties using mediation as a means to delay
discussion of important plan issues.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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


RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to Feb. 28
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the exclusive periods by which
Residential Capital, LLC, and its debtor affiliates can file a
plan of reorganization until February 28, 2013, and the exclusive
period to solicit acceptances of that plan until April 29, 2013.

The Steering Committee of residential mortgage-backed securities
holders urged that exclusivity should be extended through the end
of March 2013 pointing out that mediation of the numerous plan
issues will not conclude by a sufficiently early date in February
that the Debtors will not need to file a further motion to extend
exclusivity.  Requiring the Debtors to request a further
extension of exclusivity in the middle of plan mediation will
only force a sideshow that will distract from efforts to reach a
deal in the mediation, the Steering Committee added.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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


RESIDENTIAL CAPITAL: Lenders Relax Plan Covenant
------------------------------------------------
The Bankruptcy Court previously authorized Residential Capital LLC
and its affiliates to use cash collateral and enter into a DIP
financing facility of up to $220 million from Ally Financial,
Inc., pursuant to the AFI DIP and Cash Collateral Order.  The
Order contains a covenant that requires the effective date of the
Debtors' Chapter 11 plan to have occurred by December 15, 2012,
and that, subject to a five-day grace period, failure by the
Debtors to comply with the covenant results in a Termination
Event.

The Debtors have informed AFI that they expect to repay the AFI
DIP from proceeds of the sale of their whole loan "legacy"
portfolio to Berkshire Hathaway Inc., which sale is expected to
close on or prior to January 31, 2013.  Accordingly, the Debtors
asked AFI and the holders of Junior Secured Notes to amend the
AFI DIP and Cash Collateral Order to revise the Chapter 11 Plan
Covenant.

As a result of negotiations, the Debtors and AFI entered into a
stipulation amending the AFI DIP and Cash Collateral Order to
provide that the AFI DIP will be repaid in full on the earlier of
(a) the closing of the HFS Loan Sale and (b) January 10, 2013,
unless otherwise agreed to in writing solely by AFI in its
capacity as the AFI DIP Lender, in its sole discretion.

The AFI DIP and Cash Collateral Order is also amended by
providing that the Debtors, the Junior Secured Parties, the AFI
Lender, and the Official Committee of Unsecured Creditors will
negotiate in good faith to enter in an agreement, to be subject
to Court approval, by January 31, 2013, or as soon as practicable
thereafter on a revised expense allocation methodology that will
become effective following the closing of the sale of the
Debtors' mortgage servicing assets.

Furthermore, the AFI DIP and Cash Collateral Order is amended to
provide that, with respect to termination, the Borrowers' right
to use Prepetition Collateral, including Cash Collateral, and the
AFI DIP Loan, pursuant to the Final Order will automatically
terminate without further notice or Court order:

   -- on the effective date of a Plan for any Debtor, or

   -- upon the earlier of (i) the closing of the sale of the
      Debtors' assets and (ii) March 31, 2013, unless extended in
      writing by the AFI Lender in its sole discretion, or

   -- upon written notice by the AFI Lender to the Borrowers
      after the occurrence and during the continuance of any of
      the following "termination events" as the term is defined
      under the AFI DIP and Cash Collateral Order.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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


SAVE MOST: Section 341 Meeting Rescheduled to Jan. 9
----------------------------------------------------
The Section 341(a) Meeting of Creditors of Save Most Desert Racho,
Ltd., has been rescheduled for Jan. 9, 2013, at 9:30 a.m., to take
place at 411 W. Fourth St., Room 1-159, in Santa Ana, California.

Save Most Desert Rancho, Ltd., filed a bare-bones Chapter 11
petition (Bankr. C.D. Calif. Case No. 12-23173) in Santa Ana,
California on Nov. 15.  The Laguna Hills-based company estimated
at least $10 million in assets and liabilities.  The petition was
signed by Charles Kaminskas for Brighton Park, LP, general
partner.  Michael G. Spector, Esq., in Santa Ana, Calif.,
represents the Debtor as counsel.


SORRENTO PAVILION: Calif. Court Affirms Judgment in Guaranty Suit
-----------------------------------------------------------------
Vinh and Teri Nguyen seek review of a judgment entered upon the
successful summary judgment motion of First Century Plaza, LLC, in
its action for breach of Nguyen et al.'s guaranties.  On appeal,
Nguyen et al. contend First Century failed to meet its burden to
demonstrate that it had met its own obligations before foreclosing
on the underlying loan of their limited liability company.  They
further contend that triable issues of fact existed as to whether
the LLC was in default, whether they were in fact the true
obligors on the debt, whether First Century inflated its damages,
and whether the foreclosure sale was conducted properly.

The Court of Appeals of California, Sixth District, affirmed the
judgement, however, agreeing with the superior court that Nguyen
et al.'s presented no triable issues that precluded summary
judgment on First Century's cause of action for breach of
guaranty.

The appeals court held that Nguyen et al. failed to create a
triable issue of fact on any of the issues raised in their
opposing papers.

Vinh and Teri Nguyen were the only members of Sorrento Pavilion,
LLC.  In 2004 they purchased a one-acre parcel in San Jose, taking
title in the name of the LLC.  The following year they obtained a
$4 million construction loan from United Commercial Bank, and in
2008 they completed construction on what became known as the
Plaza.  First Century was a limited liability company whose
affiliate, SyWest Development, LLC, had unsuccessfully sought to
purchase the Plaza from Sorrento in 2008.  SyWest Development
apparently was in turn a subsidiary of Syufy Enterprises, LP.

In 2007 Nguyen et al. applied to East West Bank for a new loan of
$4.5 million to pay off the UCB loan and cover other needs of the
Plaza.  The branch manager there, Betty Liaw, had moved from UCB
to EWB, and Nguyen et al., having known her since 1992, trusted
her.  Before the transaction closed, Ms. Liaw informed Nguyen et
al. that the amount to be funded had been reduced to $4 million.
She assured them, however, that after this loan closed they could
secure another loan for the remaining $500,000.

On March 28, 2008, Nguyen et al. signed a "Business Loan
Agreement" on behalf of Sorrento, which provided for EWB's loan to
Sorrento of $4 million.  At the same time Nguyen et al. executed a
promissory note, each as "Manager of Sorrento Pavilion, LLC" and a
deed of trust, which was recorded on April 11, 2008.  The deed of
trust secured not only the real property but also any attached
personal property as well as all rental and other income derived
from the property.

Nguyen et al. also signed commercial guaranties.

On Feb. 11, 2009, Nguyen et al. obtained an additional $300,000
loan and signed a promissory note on behalf of Sorrento.  In June
2009, they asked for the remaining $200,000 of the amount they had
requested in 2008.  By this time, they were dealing with John
Chen, who had replaced Liaw at EWB.

According to Vinh Nguyen, Nguyen et al. "withheld making the June
2009 payment under the understanding that the new 200K loan would
cover the payments due during the negotiation period."  EWB "at
first" issued a demand for the June payment, along with three
notices of intent to foreclose.  Nguyen et al. understood from
Chen that "this was just a matter of procedure."

On July 10, 2009, Nguyen et al. met with Chen and Louis DeSieno,
another EWB officer, to discuss the prospective $200,000 loan,
which Nguyen et al. wanted to use for a power upgrade project at
the site.  At the meeting EWB agreed that mortgage payments
($24,207.50 a month) could be withheld for the June-November 2009
period, during which appellants could use the money to pay for the
power upgrade. The anticipated $200,000 loan would also cover
those June-November payments as well as some unpaid property taxes
and tenant improvements.  Nguyen et al. would resume regular
payments in December 2009.

Nguyen et al., however, did not receive any more notices of intent
to foreclose and payment demands, so they proceeded with the power
upgrade in the belief that EWB had approved the six-month
forbearance of payments.

On Sept. 11, 2009, Chen informed Nguyen et al. by e-mail that the
chances of obtaining approval of the $200,000 loan were "very
slim."  He then said that Nguyen et al. "proposal" for the loan
had been declined, and he requested that they "take care of" the
June, July, and August payments at their "earliest convenience."
Subsequently Chen attempted to recall this message, but he did not
respond to Teri Nguyen's e-mail inquiry.

Unbeknownst to Nguyen et al., EWB was in the process of selling
Sorrento's $4 million loan to First Century. That process was
completed on Sept. 17, 2009, when EWB assigned the promissory
note, deed of trust, and "all other documents, agreements and
instruments evidencing, securing[,] guaranteeing or relating to"
the loan.  Plaza tenants then began receiving demands to transmit
their rental payments to First Century.

First Century filed its complaint on Sept. 29, 2009, naming
Sorrento and Nguyen et al.  The first cause of action against
Sorrento sought judicial foreclosure of the deed of trust and
recovery of a deficiency judgment. The second cause of action
against all three defendants was for "Foreclosure of Security
Interest" in the personal property attached to the Plaza site. In
the third cause of action First Century sought specific
performance of a provision of the deed of trust under which
Sorrento's default would result in the assignment to First Century
of the right to collect rent on the property.  First Century also
requested the appointment of a receiver to facilitate the
collection of those rental payments.  Finally, the fourth cause of
action, asserted against only Nguyen et al., sought "all amounts
due and owing" under the note and deed of trust, "plus interest
thereon, costs, attorneys' fees and other expenses."  First
Century claimed damages of $4,077,044.94 as of Sept. 15, 2009,
including principal, accrued interest, default interest, and late
fees, "plus all other costs, fees, expenses and charges provided
for under the terms of the Guaranties."

First Century recorded a notice of default on Sept. 30, 2009.


On Nov. 3, 2009, the superior court appointed a receiver to manage
the property and collect rent from the tenants. The following
month, Sorrento filed for Chapter 11 bankruptcy.  On Sept. 14,
2010, the receiver's accounting was approved and he was
discharged.  In January 2011 the bankruptcy court granted First
Century's motion for relief from the automatic stay, thus enabling
First Century to proceed with a foreclosure sale of the Plaza. The
sale took place on March 2, 2011. First Century obtained the
property by a credit bid of $3.5 million.

First Century filed its first motion for summary judgment against
Nguyen et al. on Oct. 22, 2010.  First Century argued that it was
entitled to judgment on the fourth cause of action because
Sorrento had defaulted on its loan, the guaranties were valid
contracts, and Nguyen et al. had not complied with First Century's
demand for payment.

Nguyen et al. opposed the motion, denying the existence of their
default, the validity of the guaranties, and First Century's
assertions that it had performed all of its obligations, including
notices of Sorrento's default.  Nguyen et al. further argued that
First Century had inflated the amount of its damages.  Nguyen et
al. also reasserted estoppel against EWB, based on an alleged
promise by EWB to loan them $4.5 million.

First Century's motion was denied because First Century had failed
to demonstrate entitlement to the amount of damages sought. On
June 24, 2011, however, First Century filed a second summary
judgment motion, citing the "changed circumstances" of its having
acquired the property in the March foreclosure sale.

In support of the motion, Anthony Blanchard, a vice-president of
SyWest, listed the amounts First Century claimed were due
(totaling $4,380,634.77 as of March 2, 2011), subtracted payments
received between January 2010 and February 2011, and deducted the
amount of the credit bid.  Blanchard concluded that Nguyen et al.
owed $880,634.77, exclusive of "late fees, legal fees, or other
costs."

In their opposition to this second motion, Nguyen et al. repeated
several of the points they had made in their opposition to the
first summary judgment motion: there was no default because EWB
had waived the payment obligations for June-November 2009 by
orally agreeing that appellants could apply the mortgage payments
to the power upgrade; the guaranties were invalid; First Century
had not performed all of its obligations; they had received
insufficient notice of Sorrento's default; and the damages were
inflated.  In their view, there were no damages, because the true
value of the property exceeded the amount of Sorrento's
obligation.  Nguyen et al. found it significant that Syufy had
tried to buy the property even before the Plaza was built, and
then again in March 2008. They believed that EWB had conspired
with First Century to enable First Century to foreclose on the
property, by withholding information about EWB's plans to sell the
promissory note, and by failing to alert them to the status of
their loan application and Sorrento's default on the existing $4
million loan.

Nguyen et al. further represented that they had tendered the
undisputed amounts due in order to reinstate the loan, even though
they were disputing the alleged default. First Century, they
claimed, had unreasonably rejected their tender and refused to
postpone the sale. In addition, appellants argued that they were
not "real" guarantors, but instead were, in effect, the borrowers
and therefore were not liable for any deficiency judgment.
Finally, appellants asserted grounds for finding wrongful
foreclosure and an improper foreclosure sale as well as fraud by
EWB (which should be "imputed to First Century either via
conspiracy or in the nature of the assignment." They protested
that the sale was improperly conducted because the public was not
present, and the $3.5 million sale price "was very inadequate and
[did] not represent the true value of the property."

On Sept. 1, 2011, after considering the parties' moving and
opposition papers and hearing oral argument, the superior court
granted First Century's June 2011 motion. The court determined
that First Century had met its initial burden to show entitlement
to judgment.  Nguyen et al. had then failed to point to any
evidence indicating a triable issue as to any of its defenses,
including the asserted oral agreement to waive the June-November
2009 payments and the amount of damages. The court further
rejected Nguyen et al.'s claimed borrower status as an attempt to
"use the alter ego doctrine to somehow shield them from a breach
of guaranty agreement," and it noted that no evidence demonstrated
their execution of the guaranties as individuals.  The assertions
of fraud and conspiracy not only were unsupported by evidence, but
were outside the scope of the issues defined by the pleadings. The
court entered judgment for First Century the same day, awarding it
$880,634.77.

The case is, FIRST CENTURY PLAZA, LLC, Plaintiff and Respondent,
v. VINH D. NGUYEN, et. al., Defendants and Appellants, No. H037528
(Calif. App. Ct.).  A copy of the Court's Dec. 26, 2012 decision
is available at http://is.gd/e8Rcbffrom Leagle.com.

Sorrento Pavilion, LLC, based in San Jose, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 09-60685) on
Dec. 7, 2009.  Judge Roger L. Efremsky oversees the case.  Lars T.
Fuller, Esq. -- Fullerlawfirmecf@aol.com -- at The Fuller Law
Firm, represents the Debtor.  According to the schedules, the
Company disclosed total assets of $8,400,000, and total debts of
$4,509,703.  A list of the Company's 5 largest unsecured creditors
is available for free at http://bankrupt.com/misc/canb09-60685.pdf
The petition was signed by Vince Duc Nguyen, managing member of
the company.


SPRINGLEAF FINANCE: Four Directors Resign from Board
----------------------------------------------------
Donald R. Breivogel, Jr., Robert A. Cole, Bradford Borchers and
Susan Givens announced their resignations from the Board of
Directors of Springleaf Finance Corporation on Dec. 19, 2012.  The
resignations were effective immediately.

Immediately after the resignations, the Board elected Roy Guthrie
and Anahaita Kotval as directors of the Company.  Ms. Kotval also
was elected as Chairman of the newly-created Compliance Committee
of the Board.

The Board approved annual director fees of $75,000 for Mr. Guthrie
and Ms. Kotval.  In addition, Ms. Kotval will receive an annual
fee of $10,000 for service as Chairman of the Compliance
Committee.

After the election of new directors, the Board also decreased the
number of directors on the Board from 10 to seven, effective
immediately.

                     Minchung Kgil Elected CFO

At a Dec. 19, 2012, Board meeting, the Board accepted Mr.
Breivogel's resignation as Chief Financial Officer of the Company,
effective Dec. 31, 2012.  The Company had previously disclosed Mr.
Breivogel's intent to retire as Chief Financial Officer.  At the
same meeting, the Board elected Minchung (Macrina) Kgil, age 37,
as Chief Financial Officer of the Company, effective Jan. 1, 2013.
Ms. Kgil will receive an annual base salary of $350,000.  In
addition, the Company has agreed that her total compensation for
2013 will not be less than $500,000.  If she resigns without good
reason or is terminated for cause, or if she dies, before the date
on which the compensation is paid, the guaranteed bonus or other
compensation will not be paid.

The Board accepted Leonard J. Winiger's resignation as Chief
Accounting Officer of the Company, effective Dec. 31, 2012.  The
Board elected William Kandel, age 55, as Chief Accounting Officer
of the Company, effective Jan. 1, 2013.

Mr. Kandel's base salary is $205,000.  In addition, he
participates in an annual discretionary bonus program pursuant to
which the Company's Chief Executive Officer determines bonus
amounts, the payment and amount of which are within the CEO's
discretion.

                          CEO Compensation

The Compensation Committee of the Board set the annual base salary
for Jay Levine, as the President and Chief Executive Officer of
the Company, at $400,000, effective retroactive to Dec. 10, 2012.
The Compensation Committee also approved a lump sum payment of
$476,923 to Mr. Levine (to be paid prior to Dec. 31, 2012), as
compensation for services provided by Mr. Levine from Oct. 1,
2011, through Dec. 9, 2012, calculated based on the annual base
salary set by the Compensation Committee.

                      Amendment to Excess Plan

The Board, at its Dec. 19, 2012, meeting, amended the Springleaf
Financial Services Excess Retirement Income Plan (previously known
as the American General Finance, Inc. Excess Retirement Income
Plan) to "freeze" the plan effective Dec. 31, 2012.  Participants
will not accrue additional benefits after that date.  The Board
also delegated authority to the Chief Executive Officer of the
Company to enter into agreements with participants in the Excess
Plan who may be separating from service as of a date that such
participant would not otherwise, under the terms of the Excess
Plan, be eligible for a benefit by reason of not having satisfied
certain age or service requirements set forth in the Excess Plan,
so as to create in such participant a vested right in benefits
that otherwise would have been forfeited.  The Company anticipates
that Mr. Breivogel will be granted benefits under the Excess Plan.

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

The Company's balance sheet at Sept. 30, 2012, showed
$15.05 billion in total assets, $13.74 billion in total
liabilities and $1.31 billion in total shareholder's equity.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the TCR on Sept. 11, 2012, Fitch Ratings has
withdrawn the 'CCC' IDR assigned to Springleaf Finance, Inc., as
the entity no longer exists.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


SUGAR CREEK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sugar Creek Garden Center, Inc.
        3354 Highway 160W
        Fort Mill, SC 29708

Bankruptcy Case No.: 12-07899

Chapter 11 Petition Date: December 27, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  THE COOPER LAW FIRM
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  E-mail: bknotice@thecooperlawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/scb12-07899.pdf

The petition was signed by Jan J. Wallace, owner.


SWISS CHALET: Employment Discrimination Action Already Stayed
-------------------------------------------------------------
District Judge Jay A. Garcia-Gregory denied as moot the request of
Swiss Chalet Inc. to impose the automatic stay in an employment
discrimination action brought by Ivan Sotomayor-Serra, a former
"Food and Beverage Director" at Swiss Chalet, pursuant to the
Americans with Disabilities Act, 42 U.S.C. Sec. 12101, et seq.;
the Family and Medical Leave Act and several related state laws.
The judge said the Motion to Stay filed by Swiss Chalet, a co-
defendant in the lawsuit, is not necessary since the automatic
stay is already in place when the Debtor filed for bankruptcy.  A
copy of the Court's Dec. 23, 2012 Memorandum and Order is
available at http://is.gd/yHCX9Hfrom Leagle.com.

The lawsuit is SOTOMAYOR-SERRA, Plaintiff, v. SWISS CHALET INC.,
et al., Defendants, Civil No. 12-1469 (D. P.R.).

                      About The Swiss Chalet

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

The Debtor's Joint Amended Plan of Reorganization was confirmed on
Feb. 2, 2012.


TERRA BENTLEY II: Village of Overland Pointe Wins Case Dismissal
----------------------------------------------------------------
Bankruptcy Judge Dale L. Somers dismissed the Chapter 11 case of
Terra Bentley II, LLC, saying the "time has come to dismiss th[e]
case because the bankruptcy estate is suffering a continuing loss
or diminution, and there is no reasonable likelihood of
rehabilitation."

Village of Overland Pointe, LLC, sought case dismissal.  Village
is owned or controlled by L. Gray Turner and John Sweeney, two men
who were involved in organizing Terra-Bentley II, LLC, and were
its original managers.  Messrs. Turner and Sweeney also owned or
controlled Terra Venture Investments, LLC.

The Debtor owns certain partially-developed real property and has
no other significant assets.  It filed for Chapter 11 more than
three years ago, but has yet to obtain confirmation of a plan of
reorganization.  Before the Debtor filed bankruptcy, it litigated
with Village their respective rights in the Debtor's property in
Leawood, Kansas, and the lawsuit ended in a $1.362 million
judgment that imposed significant obligations on the Debtor and
its rights in the property.

The main thrust of the Debtor's bankruptcy case has been to try to
avoid those obligations, but that effort has failed, Judge Somers
noted in his Dec. 26 opinion available at http://is.gd/38782qfrom
Leagle.com.

In May 2011, BMO Harris Bank National Association, the current
holder of the first mortgage on the Debtor's property, called
Mission Corner, filed a motion for stay relief.  The Debtor
initially opposed the motion, but later agreed to an order
granting it, which was entered on Sept. 16, 2011.  The Bank soon
filed a mortgage foreclosure action in state court.  Because of
its judgment against the Debtor, Village was named as a defendant.
The Debtor's principal was also named as a defendant because it
had an alleged second mortgage on Mission Corner.  Village filed
an answer and asserted a counterclaim against the Bank and a
cross-claim against the Debtor's principal.

On Sept. 24, 2012, the state court issued a decision ruling that
the Debtor was in default on its obligations to the Bank and the
Bank was entitled to foreclose its mortgage on Mission Corner.
However, the court stayed any sheriff's sale until it could
determine the respective rights of the Bank and Village.

The Debtor's monthly operating report for October 2012 indicated
that the Debtor has incurred but failed to pay postpetition debts
to Johnson County for real estate taxes.  This includes a debt of
$91,699.36 that came due on Dec. 28, 2010, and a debt of
$93,318.31, that came due on Dec. 31, 2011.

The Debtor has filed a number of proposed disclosure statements
and plans: (1) its first proposed disclosure statement and plan
were filed in December 2009; (2) its "first amended disclosure
statement" and "first amended plan" were filed in March 2010; (3)
another "first amended disclosure statement" was filed later in
March 2010; (4) a "second amended disclosure statement" was filed
in October 2010 with a "second amended plan" attached; (4) a
"third amended disclosure statement" was filed in February 2011
with a "third amended plan" attached; (5) a "fourth amended
disclosure statement" was filed two days later with a "fourth
amended plan" attached; (6) an "amendment to Debtor's fourth
amended plan" was filed in March 2011; and finally, (7) the
Debtor's "fifth amended plan" was filed in December 2012.

The Debtor's Chapter 11 plans included the assumption the Debtor
would succeed in avoiding the development plan and plat that had
been approved for Mission Corner, the sale of the lot to Village,
and the declaration of covenants and restrictions that had been
filed before the Debtor's current principal bought the half of the
Debtor that had been owned by Village's principals.  The "fifth
amended" plan provides that the Debtor "will prepare, propound to
the City of Leawood and seek the approval of a new economically
feasible Development Plan for Mission Corner" that is acceptable
to the Bank.  According to Judge Somers, neither the plan nor the
Debtor's latest disclosure statement, its "fourth amended" one,
explains how the Debtor will be able to change the development
plan for Mission Corner while the Debtor remains subject to the
state court judgment directing it to specifically perform the
activities required of it under the final development plan already
approved for the property.  The Bankruptcy Court previously denied
approval of the Debtor's "fourth amended disclosure statement,"
because, among other things, the Court had rejected the Debtor's
effort to avoid the final development plan and the final plat, and
the disclosure statement said nothing about how the plan would
operate in the event that happened.

Terra Bentley II, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Kans. Case No. 09-23107) on Sept. 18, 2009.  The Debtor
is represented by James F.B. Daniels, Esq., at McDowell Rice Smith
& Buchanan.  According to the schedules, the Company has assets of
at least $4,564,588, and total debts of $7,608,849.


TRIDENT MICROSYSTEMS: Confirmed Plan Declared Effective Dec. 19
---------------------------------------------------------------
Trident Microsystems, Inc., and its affiliates filed a Form 8-K
with the U.S. Securities and Exchange Commission disclosing that
on Dec. 13, 2012, their Modified Second Amended Joint Plan of
Liquidation under Chapter 11 of the Bankruptcy Code was confirmed
by the Bankruptcy Court.  The Debtors fixed Dec. 19, 2012, as the
Effective Date of the Plan.  A copy of the Plan is available for
free at http://is.gd/IdU6QN

As of close of business on Dec. 21, 2012, trading of the Company's
shares of common stock on the OTC Markets will be discontinued and
holders of record of those shares will be entitled to receive
distributions.  All outstanding shares of the Company's stock,
whether they be common, preferred, or otherwise, will be canceled
in accordance with the Plan.

Immediately prior to entry of the Confirmation Order, the Company
had issued and outstanding 180,154,297 shares of common stock.
Under the Plan, the holder of the Company's Series B preferred
stock will not receive any distribution with respect to those
preferred shares.

Following the Effective Date:

   * All of the Company's assets will be transferred to the TMI
     Responsible Person, who will be responsible for liquidating
     claims and remaining assets and making distributions to the
     creditors and equity holders, all as contemplated by the
     Plan.  Also, the TMI Responsible Person will also serve to
     settle the final taxes after the Effective Date.

   * The holders of Allowed Secured Claims, General Unsecured
     Claims and Equity Interests in the Company will receive
     Distributions from the Responsible Person;

   * Holders of Allowed Administrative, Tax, Secured and General
     Unsecured Claims in the Company are expected to receive 100%
     of their Allowed Claims;

   * NXP B.V. and affiliated entities will receive no payment for
     their Series B shares of preferred stock but will receive a
     distribution with respect to their 104,204,348 shares of
     common stock in the same amount as other common stockholders,
     less certain specified amounts totaling approximately $4.2
     million;

   * Holders of common stock are expected to receive an initial
     distribution of $0.22 per share of common stock after payment
     of all Allowed Claims and provisions of taxes, and may
     receive additional distributions in the future in accordance
     with the Plan; and

   * The Company will be dissolved at the earlier of: (i) all of
     the Company assets having been distributed pursuant to the
     Plan or (ii) the TMI Responsible Person determining, in its
     sole discretion, that the administration of the Company
     assets is not likely to yield sufficient additional proceeds
     to justify further pursuit.  Notwithstanding the foregoing,
     in no event will the Company be dissolved later than three
     years from the Effective Date.

The Confirmation Order constitutes an order under Section 365 of
the Bankruptcy Code rejecting all remaining prepetition executory
contracts and unexpired leases to which the Company are a party,
unless such contract or lease (a) previously will have been
assumed, assumed and assigned, or rejected by the Company; (b)
previously will have expired or terminated pursuant to its own
terms before the Effective Date; or (c) is the subject of a
pending motion to assume or reject on the Confirmation Date.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf initially represented the statutory committee of
equity security holders.  After Dewey's own bankruptcy filing,
Proskauer Rose LLP took over as lead counsel.  The equity
committee also has tapped Campbells as Cayman Islands counsel, and
Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

As of Sept. 30, 2012, the Debtor had total assets of
$274.34 million, total liabilities of $37.34 million and total
stockholders' equity of $237 million.


VITRO SAB: Defeated Again by Bondholders in Appeals Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB sustained another defeat at the end of last
week in the U.S. Court of Appeals in New Orleans.  The appeals
court refused to reconsider an opinion from late November allowing
bondholders to sue Vitro subsidiaries on their guarantees of $1.2
billion in defaulted bonds.

The report notes that Vitro isn't giving up. The company will
"vigorously pursue" a request that the U.S. Supreme Court allow
another appeal, Vitro spokesman Roberto Riva Palacio said in an
e-mailed statement.

The report recounts that Vitro prevailed over bondholders early
this year when a court in Mexico approved the parent's bankruptcy
reorganization that cut down the debt and barred bondholders for
suing Vitro subsidiaries on their guarantees.  The Fifth Circuit
in New Orleans ruled when November drew to a close that Vitro
couldn't enforce the Mexican plan in the U.S. because it offended
the U.S. notion companies can't be relieved of debt without being
in bankruptcy themselves.  Vitro filed papers in the circuit court
on Dec. 12, asking for re-argument before all active judges.

According to the report, the circuit court denied rehearing on
Dec. 28 in a two-page ruling saying that no judge even requested
polling the judges to learn if they wished to allow rehearing.
Earlier this month the appeals court terminated a temporary
injunction barring bondholders from suing subsidiaries on their
guarantees.  The latest action by the appeals court means that the
U.S. Supreme court is Vitro's last hope at having the Mexican plan
enforced in the U.S. and prohibiting bondholders from suing
subsidiaries.  The action represents Vitro's fourth defeat in the
appeals court since late November.

The report adds that the appeals court, upholding a ruling by the
bankruptcy court in Dallas, concluded that Vitro's Mexican
reorganization plan can't be enforced in the U.S. because it would
reduce the liability of subsidiaries on the bonds although the
subsidiaries weren't in bankruptcy in any country.  Defeated in
courts in Mexico, the bondholders won a victory in the Vitro
parent's Chapter 15 case in Dallas when the bankruptcy judge ruled
in June that the Mexican reorganization couldn't be enforced in
the U.S. Chapter 15 isn't a full-blown reorganization like Chapter
11. It permits a foreign company in bankruptcy abroad to enlist
assistance from the U.S. court to enforce rulings from the home
country.

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, U.S. 5th
Circuit Court of Appeals (New Orleans).  The suit in bankruptcy
court where the judge decided not to enforce the Mexican
reorganization in the U.S. is Vitro SAB de CV v. ACP Master Ltd.
(In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy Court, Northern
District Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


W.R. GRACE: Seeks to Extend L/C Facility to June 2014
-----------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek permission from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to:

   (a) enter into the Third Amendment to Postpetition Letter of
       Credit Facility Agreement extending its termination date
       from March 1, 2013, to the earlier of (i) June 30, 2014,
       or (ii) the Debtors' emergence from their Chapter 11
       cases; and

   (b) pay an "Amendment Fee" of $200,000 pursuant to the terms
       of the Third L/C Facility Amendment.

The L/C Facility Agreement provides for a letter of credit
facility in the amount of $100 million, which the Debtors used on
an as-needed basis during the ordinary course of their business
operations.  The Facility Agreement's original Stated Termination
Date was March 1, 2011, but the Facility Agreement has been
amended twice extending the Stated Termination Date to March 1,
2012, and March 1, 2013.

According to Adam Paul, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, while it is possible, the Debtors do not
anticipate emerging from their Chapter 11 cases and entering into
exit financing prior to the March 1, 2013, Stated Termination
Date.  They have therefore negotiated and agreed with Bank of
America, N.A., as agent for the L/C Facility, an extension of the
Stated Termination Date until the earlier of June 30, 2014, or
their emergence from their Chapter 11 cases, on the terms and
conditions set forth in the Third L/C Facility Amendment.

The Debtors believe that the extended nature of the new Stated
Termination Date will permit them to exit their Chapter 11 cases
before it would become necessary to once again extend the L/C
Facility's term.

The Third L/C Facility Amendment requires the Debtors to pay an
Amendment Fee of $200,000, which is $50,000 less than the
amendment fees for the First L/C Facility Amendment and the
Second L/C Facility Amendment.  Mr. Paul asserts that, under the
circumstances of the Debtors' Chapter 11 cases, the Facility Fee
is a fair and reasonable fee for extending the L/C Facility's
term until the earlier of June 30, 2014, or the Debtors'
emergence.

In addition to requiring payment of the Facility Fee, the Agent
and the L/C Issuers will extend the Stated Termination Date only
if the L/C Facility's cash collateral security arrangements
continue to secure obligations under the Total Facility.

Mr. Paul tells the Court that the Debtors have negotiated the
Third L/C Facility Amendment with the Agent at arm's-length and
in "good faith," as Section 364(e) of the Bankruptcy Code defines
that term.  He relates that experienced counsel represented both
the Agent and the Debtors.  He adds that entering into the Third
L/C Facility Amendment is in the best interests of the Debtors'
estates, because the Debtors need a letter of credit facility to
conduct their daily business operations efficiently and
effectively.  It is a reality of modern commerce that many
business counterparties demand letters of credit to secure trade
and similar obligations, he says.  There are no commercially
practical alternatives to the Debtors entering into some sort of
letter of credit facility, and were the Debtors to allow this L/C
Facility to expire without it being renewed or replaced, the
Debtors' business operations could face considerable -- and
entirely unnecessary -- disruption, Mr. Paul asserts.

The Court will conduct a hearing on Jan. 28, 2013, at 9:00 a.m.,
to consider approval of the request.  Objections are due on
Jan. 11.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Appoints Badmington as VP for Corporate Communications
------------------------------------------------------------------
W.R. Grace & Co. (NYSE: GRA) named Richards R. Badmington as Vice
President, Corporate Communications. Badmington, 57, will lead a
global communications team and be responsible for media relations
as well as employee and marketing communications from the
company's Columbia, Md., headquarters.

For the past seven years, Badmington was Managing Partner of Cyto
Communications, LLC, a communications consulting firm specializing
in employee communications. For 18 years before that, he led
strategic marketing and public relations engagements with two
Baltimore agencies including his own firm. Over the years he has
provided counsel to leading global companies and non-profit
organizations as well as public agencies and political candidates.
Badmington is accredited (APR) by the Public Relations Society of
America. He is a graduate of the University of New Hampshire.

"Rich brings a tremendous breadth of experience to Grace," said
Chief Human Resources Officer Pamela Wagoner. "Adding this
leadership and depth to our communications reflects how our
business has grown as well as the importance we place on the many
relationships that are so essential to our success."

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WESTPOINT STEVENS: Chapter 11 Case Dismissed
--------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Westpoint Stevens' motion to dismiss its Chapter 11 proceeding.
The Company originally filed this dismissal motion in June 2006.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- was the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.

The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13532) on June 1, 2003.  John J. Rapisardi, Esq., at Weil,
Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts.


YNS ENTERPRISE: Court Orders Dismissal of Chapter 11 Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has dismissed the Chapter 11 case of YNS Enterprise No. 1, LLC.

As reported in the TCR on Oct. 22, 2012, Krikor J. Meshefejian,
Esq., at Levene Neale Bender Rankin & Brill LLP, informed the
Court that the Debtor and MLCFC 2006-4 Foothill Retail Limited
Partnership have agreed upon a modification of the Loan.  The
representatives of the Bank have confirmed that the modified terms
set forth in the Term Sheet have been approved by the loan
committee of the Bank, and also, that notice of such terms has
been given to the bondholders who have an interest in the loan,
and that the period by which an objections of the bondholders must
be given has now expired.

The draft Loan Modification Agreement will resolve all of the
Debtor's pending disputes with the Bank, and therefore, will
resolve all of the Debtor's material disputes with all creditors
and parties in interest.

As a result, the bankruptcy case serves no further purpose other
than to delay the implementation of the Agreement and the payment
in the ordinary course of business to all creditors their pre-
petition claims against the Debtor.

                       About YNS Enterprise

YNS Enterprise No. 1, LLC, is the owner and operator of a modern
commercial retail shopping center consisting of various parcels
and buildings located in Rancho Cucamonga, California. The
Property, commonly known as "Masi Plaza", includes 171,802 square
feet of leasable space.  The property is 76% occupied and
generates monthly net operating income of $180,000.  The property
is managed by an independent third party property management
company -- Pacific Century Investment, Inc.

YNS Enterprise filed a bare-bones Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-28185) on Aug. 5, 2012 in Riverside.  The
Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B),
estimated assets and debts of at least $10 million.  The Debtor
said its principal asset is located at 8122 Foothill Boulevard, in
Rancho Cucamongo, California.

Related entities SSM Enterprises, Inc., YJC Investment Group V,
Inc., and YNS Investment Group, Inc. hold 100% of the membership
interests in the Debtor.

The petition was signed by Young Jae Chung, president of YJC.

Bankruptcy Judge Wayne E. Johnson presides over the case.  Timothy
J. Yoo, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as
the Debtor's counsel.


YOUNG MEN'S: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Young Men's Christian Association of
        Riverside City and County
        fka Youn Mens Christian Association of
            Riverside, California
        fka Young Mens Christian Association of Riverside
        pka YMCA of Riverside
        fka Young Mens Christian Association
        pka YMCA of Riverside City and County
        pka YMCA
        4020 Jefferson Street
        Riverside, CA 92504-2628

Bankruptcy Case No.: 12-38087

Chapter 11 Petition Date: December 27, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark D. Houle

Debtor's Counsel: Franklin C. Adams, Esq.
                  BEST BEST & KRIEGER LLP
                  3750 University Ave, Ste 400
                  Riverside, CA 92502
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083
                  E-mail: franklin.adams@bbklaw.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb12-38087.pdf

The petition was signed by Jaclyn A. Fielder, chief executive
officer.


* Shadow Inventory Continues to Decline in Oct., CoreLogic Says
---------------------------------------------------------------
CoreLogic CLGX +1.97% , a provider of information, analytics and
business services, reported on Jan. 2 that the current residential
shadow inventory as of October 2012 fell to 2.3 million units*,
representing a supply of seven months.  The October inventory
level represents a 12.3 percent drop from October 2011, when
shadow inventory stood at 2.6 million units.

CoreLogic estimates the current stock of properties in the shadow
inventory, also known as pending supply, by calculating the number
of properties that are seriously delinquent, in foreclosure and
held as real estate owned (REO) by mortgage servicers but not
currently listed on multiple listing services (MLSs).  Transition
rates of "delinquency to foreclosure" and "foreclosure to REO" are
used to identify the currently distressed unlisted properties most
likely to become REO properties.  Properties that are not yet
delinquent but may become delinquent in the future are not
included in the estimate of the current shadow inventory. Shadow
inventory is typically not included in the official reporting
measurements of unsold inventory.

"The size of the shadow inventory continues to shrink from peak
levels in terms of numbers of units and the dollars they
represent," said Anand Nallathambi, president and CEO of
CoreLogic.  "We expect a gradual and progressive contraction in
the shadow inventory in 2013 as investors continue to snap up
foreclosed and REO properties and the broader recovery in housing
market fundamentals takes hold."

"Almost half of the properties in the shadow are delinquent and
not yet foreclosed," said Mark Fleming, chief economist for
CoreLogic.  "Given the long foreclosure timelines in many states,
the current shadow inventory stock represents little immediate
threat to a significant swing in housing market supply.  Investor
demand will help to absorb the already foreclosed and REO
properties in the shadow inventory in 2013."

Data Highlights as of October 2012:

-- As of October 2012, shadow inventory fell to 2.3 million units,
or seven months' supply, and represented 85 percent of the 2.7
million properties currently seriously delinquent, in foreclosure
or in REO.

-- Of the 2.3 million properties currently in the shadow inventory
(Figures 1 and 2), 1.04 million units are seriously delinquent
(3.3 months' supply), 903,000 are in some stage of foreclosure
(2.8 months' supply) and 354,000 are already in REO (1.1 months'
supply).

-- As of October 2012, the dollar volume of shadow inventory was
$376 billion, down from $399 billion a year ago.

-- Over the three months ending in October 2012, serious
delinquencies, which are the main driver of the shadow inventory,
declined the most in Arizona (13.3 percent), California (9.7
percent), Michigan (6.8 percent), Colorado (6.8 percent) and
Wyoming (5.9 percent).

-- As of October 2012, Florida, California, Illinois, New York and
New Jersey make up 45 percent of the 2.7 million properties that
are seriously delinquent, in foreclosure or in REO.  In October
2011, these same states made up 51.3 percent of all the distressed
mortgages that were at least 90 days delinquent, in foreclosure or
REO.

*Previous data was revised. Revisions with public records data are
standard, and to ensure accuracy, CoreLogic incorporates the newly
released public data to provide updated results.

The full October 2012 Shadow Inventory Report with additional
charts and roll rate information is available here.

Figure 1: Shadow Inventory DetailCount in Millions, Not Seasonally
Adjusted

Figure 2: Months' Supply Shadow Inventory Detail Number of Months,
Not Seasonally Adjusted

Figure 3: Months' SupplyNumber of Months, Not Seasonally Adjusted

Methodology: CoreLogic uses its Loan Performance Servicing and
Securities databases to size the number of 90+ day delinquencies,
foreclosures and real estate owned (REO) properties.  Cure rates,
which measure the proportion of loans in one stage of default that
cured (versus moving to more severe states of default), are
applied to the number of loans in default at each stage of
default.  CoreLogic calculates the share of loans in default that
are currently listed on MLS by matching public record properties
in default to MLS active listings.  It applies the percentage of
defaulted loans that are currently listed to the estimate of
outstanding loans that will proceed to further stages of default
to calculate the pending supply inventory and adds that to the
reported visible inventory.  Visible inventory is compiled from
CoreLogic ListingTrends.  To determine months' supply for visible
and shadow inventories, CoreLogic uses the number of non-
seasonally adjusted home sales according to CoreLogic data.

About CoreLogicCoreLogic -- http://www.corelogic.com-- is a
property information, analytics and services provider in the
United States and Australia.  The company's combined data from
public, contributory, and proprietary sources includes over 3.3
billion records spanning more than 40 years, providing detailed
coverage of property, mortgages and other encumbrances, consumer
credit, tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Billy Stutts
   Bankr. N.D. Ala. Case No. 12-84008
      Chapter 11 Petition filed December 20, 2012

In re Gordon Forbes
   Bankr. C.D. Calif. Case No. 12-14604
      Chapter 11 Petition filed December 20, 2012

In re Marvin Brown
   Bankr. E.D. Calif. Case No. 12-41713
      Chapter 11 Petition filed December 20, 2012

In re Alex Clerk
   Bankr. N.D. Calif. Case No. 12-58983
      Chapter 11 Petition filed December 20, 2012

In re Cowboy Up, Inc.
        fdba Kodiak Jack's
   Bankr. N.D. Calif. Case No. 12-13260
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/canb12-13260p.pdf
         See http://bankrupt.com/misc/canb12-13260c.pdf
         represented by: Craig K. Welch, Esq.
                         Law Office of Craig K. Welch
                         E-mail: cwelch@craigwelchlegal.com

In re Sunpods Inc.
   Bankr. N.D. Calif. Case No. 12-58997
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/canb12-58997.pdf
         represented by: Drew Henwood, Esq.
                         Law Offices of Drew Henwood
                         E-mail: dfhenwood@aol.com

In re Tyrone Barberg
   Bankr. N.D. Calif. Case No. 12-33561
      Chapter 11 Petition filed December 20, 2012

In re Geneva ANHX XIV LLC
   Bankr. C.D. Ill. Case No. 12-82746
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/ilcb12-82746.pdf
         represented by: Robert M. Yaspan, Esq.
                         Law Offices of Robert M. Yaspan
                         E-mail: tanya@yaspanlaw.com

   In re Geneva ANHX XIX, LLC
      Bankr. C.D. Ill. Case No. 12-82747
        Chapter 11 Petition filed December 20, 2012
            See http://bankrupt.com/misc/ilcb12-82747.pdf
            represented by: Robert M. Yaspan, Esq.
                            Law Offices of Robert M. Yaspan
                            E-mail: tanya@yaspanlaw.com

   In re Geneva ANHX XXIV, LLC
      Bankr. C.D. Ill. Case No. 12-82748
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX XXV, LLC
      Bankr. C.D. Ill. Case No. 12-82749
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX IV LLC
      Bankr. C.D. Ill. Case No. 12-82750
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX V LLC
      Bankr. C.D. Ill. Case No. 12-82751
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX VIII LLC
      Bankr. C.D. Ill. Case No. 12-82752
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX XVI, LLC
      Bankr. C.D. Ill. Case No. 12-82753
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX XV, LLC
      Bankr. C.D. Ill. Case No. 12-82754
        Chapter 11 Petition filed December 20, 2012

   In re Geneva ANHX VI LLC
      Bankr. C.D. Ill. Case No. 12-82756
        Chapter 11 Petition filed December 20, 2012
            See http://bankrupt.com/misc/ilcb12-82756.pdf
            represented by: Robert M. Yaspan, Esq.
                            Law Offices of Robert M. Yaspan
                            E-mail: tanya@yaspanlaw.com

   In re Geneva ANHX VII LLC
      Bankr. C.D. Ill. Case No. 12-82758
        Chapter 11 Petition filed December 20, 2012
            See http://bankrupt.com/misc/ilcb12-82758.pdf
            represented by: Robert M. Yaspan, Esq.
                            Law Offices of Robert M. Yaspan
                            E-mail: tanya@yaspanlaw.com

   In re Geneva ANHX XXX, LLC
      Bankr. C.D. Ill. Case No. 12-82759
        Chapter 11 Petition filed December 20, 2012
            See http://bankrupt.com/misc/ilcb12-82759.pdf
            represented by: Robert M. Yaspan, Esq.
                            Law Offices of Robert M. Yaspan
                            E-mail: tanya@yaspanlaw.com

   In re Geneva ANHX XXIX, LLC
      Bankr. C.D. Ill. Case No. 12-82760
        Chapter 11 Petition filed December 20, 2012

In re Post Time Liquors, Inc.
   Bankr. E.D. Ky. Case No. 12-53183
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/kyeb12-53183.pdf
         represented by: Jamie L. Harris, Esq.
                         DelCotto Law Group PLLC
                         E-mail: jharris@dlgfirm.com

In re Blessed USA, Inc.
        dba MGR Pro Audio Video
          dba MGR Pro AV
            dba MGR Enterprises
              dba MGR Professional
                dba MGR Pro
   Bankr. E.D. Mich. Case No. 12-34928
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/mieb12-34928p.pdf
         See http://bankrupt.com/misc/mieb12-34928c.pdf
         represented by: David W. Brown, Esq.
                         Law Office of David W. Brown PLLC
                         E-mail: dbrownatt@sbcglobal.net

In re Heath Lewis
   Bankr. D. Nev. Case No. 12-23850
      Chapter 11 Petition filed December 20, 2012

In re Susan Ciminelli, Inc.
   Bankr. E.D.N.Y. Case No. 12-48584
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/nyeb12-48584.pdf
         represented by: Lawrence Morrison, Esq.
                         The Morrison Law Offices P.C.
                         E-mail: morrlaw@aol.com

In re Robert Dorn
   Bankr. W.D. Tex. Case No. 12-61309
      Chapter 11 Petition filed December 20, 2012

In re Thomas Perry
   Bankr. E.D. Va. Case No. 12-75248
      Chapter 11 Petition filed December 20, 2012

In re All Pro Contracting, Inc.
   Bankr. E.D. Wash. Case No. 12-05354
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/waeb12-05354.pdf
         represented by: Rene Erm, II, Esq.
                         Lutcher, Phillips & Erm
                         E-mail: rerm@my180.net

In re MTR, LLC
   Bankr. D. Wyo. Case No. 12-21233
     Chapter 11 Petition filed December 20, 2012
         See http://bankrupt.com/misc/wyb12-21233.pdf
         represented by: Bradley T. Hunsicker, Esq.
                         Winship & Winship, P.C.
                         E-mail: brad@winshipandwinship.com
In re Shirley McClure
   Bankr. C.D. Calif. Case No. 12-51709
      Chapter 11 Petition filed December 21, 2012

In re Antioch Missionary Baptist Church, Incorporated
   Bankr. S.D. Ind. Case No. 12-14729
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/insb12-14729.pdf
         represented by: David R. Krebs, Esq.
                         HOSTETLER & KOWALIK, P.C.
                         E-mail: dkrebs@hklawfirm.com

In re Duane A Anglin & Kimani Bethea-Anglin, D.D.S., P.A.
        dba Dental Partners Of Towson
   Bankr. D. Md. Case No. 12-32645
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/mdb12-32645.pdf
         represented by: Stephen J. Kleeman, Esq.
                         LAW OFFICES OF STEPHEN J. KLEEMAN
                         E-mail: barthelaw@aol.com

In re Casterline II L.L.C.
   Bankr. E.D. Mich. Case No. 12-67640
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/mieb12-67640.pdf
         represented by: Kurt Thornbladh, Esq.
                         THORNBLADH LEGAL GROUP, PLLC
                         E-mail: kthornbladh@gmail.com

In re Tracy Rouse-Hurst
   Bankr. D. Nev. Case No. 12-23874
      Chapter 11 Petition filed December 21, 2012

In re 1835 Memphis Holdings, LLC
   Bankr. D. Nev. Case No. 12-23881
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/nvb12-23881.pdf
         represented by: Timothy P. Thomas, Esq.
                         LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                         E-mail: tthomas@tthomaslaw.com

In re Jose Lizardi
   Bankr. N.D.N.Y. Case No. 12-62352
      Chapter 11 Petition filed December 21, 2012

In re William Resk
   Bankr. S.D.N.Y. Case No. 12-14971
      Chapter 11 Petition filed December 21, 2012

In re Headless Horseman Entities, Inc.
   Bankr. S.D.N.Y. Case No. 12-24137
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/nysb12-24137.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         RATTET PASTERNAK, LLP
                         E-mail: jsp@rattetlaw.com

In re Tarik Elibol
   Bankr. W.D.N.Y. Case No. 12-13801
      Chapter 11 Petition filed December 21, 2012

In re Kwik Klean of Wheatfield, Inc.
   Bankr. W.D.N.Y. Case No. 12-13807
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/nywb12-13807.pdf
         represented by: Rebecca E. Monte, Esq.
                         CHELUS, HERDZIK, SPEYER, MONTE & PAJA
                         E-mail: mailbox@cheluslaw.com

In re Betts & Son Funeral Home, Incorporated
   Bankr. E.D.N.C. Case No. 12-09023
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/nceb12-09023.pdf
         represented by: Travis Sasser, Esq.
                         SASSER LAW FIRM
                         E-mail: tsasser@carybankruptcy.com

In re Mary McShane
   Bankr. N.D. Ohio Case No. 12-54008
      Chapter 11 Petition filed December 21, 2012

In re Timothy McShane
   Bankr. N.D. Ohio Case No. 12-54008
      Chapter 11 Petition filed December 21, 2012

In re Pepcsj, Inc.
        dba The Coop
   Bankr. W.D. Pa. Case No. 12-26133
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/pawb12-26133.pdf
         represented by: Jason J. Mazzei, Esq.
                         MAZZEI & ASSOCIATES
                         E-mail: ecf@debt-be-gone.com

In re Patty Stanley
   Bankr. W.D. Tenn. Case No. 12-33733
      Chapter 11 Petition filed December 21, 2012

In re Lower Valley Home Health, LLC
   Bankr. S.D. Tex. Case No. 12-10647
     Chapter 11 Petition filed December 21, 2012
         See http://bankrupt.com/misc/txsb12-10647p.pdf
         See http://bankrupt.com/misc/txsb12-10647c.pdf
         represented by: Eduardo V. Rodriguez, Esq.
                         MALAISE LAW FIRM
                         E-mail: igotnoticesbv@malaiselawfirm.com

In re Alfredo Corral
   Bankr. W.D. Tex. Case No. 12-32417
      Chapter 11 Petition filed December 21, 2012

In re Rosalba Corral
   Bankr. W.D. Tex. Case No. 12-32417
      Chapter 11 Petition filed December 21, 2012

In re Scarla Susan
   Bankr. D. Ariz. Case No. 12-27012
      Chapter 11 Petition filed December 22, 2012

In re Attack-One Fire Management Services, Inc.
   Bankr. N.D. Fla. Case No. 12-40861
     Chapter 11 Petition filed December 22, 2012
         See http://bankrupt.com/misc/flnb12-40861.pdf
         represented by: Thomas B. Woodward, Esq.
                         E-mail: woodylaw@embarqmail.com
In re Alvin Kulas
   Bankr. W.D. Wis. Case No. 12-16863
      Chapter 11 Petition filed December 22, 2012

In re Steve Woo
   Bankr. C.D. Calif. Case No. 12-24426
      Chapter 11 Petition filed December 23, 2012

In re Domingo Garcia
   Bankr. D. Nev. Case No. 12-23927
      Chapter 11 Petition filed December 24, 2012

In re Obinna Achumba
   Bankr. E.D.N.C. Case No. 12-09034
      Chapter 11 Petition filed December 24, 2012

In re Louis Wagner
   Bankr. E.D. Pa. Case No. 12-21688
      Chapter 11 Petition filed December 24, 2012

In re Community Integrations Services, Inc.
   Bankr. C.D. Calif. Case No. 12-21054
     Chapter 11 Petition filed December 27, 2012
         See http://bankrupt.com/misc/cacb12-21054.pdf
         represented by: Richard E. Dwyer, Esq.
                         Law Office of Richard Dwyer
                         E-mail: attorneyricharddwyer@gmail.com

In re Thomas Chu
   Bankr. C.D. Calif. Case No. 12-14638
      Chapter 11 Petition filed December 27, 2012

In re Double Diamond Development Inc.
        aka Laura Lynn Brandon
   Bankr. E.D. Calif. Case No. 12-41929
     Chapter 11 Petition filed December 27, 2012
         Filed pro se

In re Donnie Earnest
   Bankr. N.D. Fla. Case No. 12-50592
      Chapter 11 Petition filed December 27, 2012

In re Omega Investment and Development, LLC
   Bankr. N.D. Ill. Case No. 12-50322
     Chapter 11 Petition filed December 27, 2012
         See http://bankrupt.com/misc/ilnb12-50322.pdf
         represented by: Adam S. Tracy, Esq.
                         The Tracy Firm, Ltd.
                         E-mail: at@tracyfirm.com

In re Medrano Properties LLC
   Bankr. D.R.I. Case No. 12-13938
     Chapter 11 Petition filed December 27, 2012
         Filed pro se

In re M/V Endeavour LLC
   Bankr. W.D. Wash. Case No. 12-48670
     Chapter 11 Petition filed December 27, 2012
         Filed pro se

In re Timothy Prekaski
   Bankr. W.D. Wash. Case No. 12-22797
      Chapter 11 Petition filed December 27, 2012

In re Larry Melton
   Bankr. E.D. Calif. Case No. 12-93226
      Chapter 11 Petition filed December 28, 2012

In re Richard Vaughan Associates, Ltd.
        dba VA MEDIA
   Bankr. M.D. Fla. Case No. 12-19358
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/flmb12-19358.pdf
         Filed pro se

In re OM Properties Group, Inc.
   Bankr. S.D. Fla. Case No. 12-40729
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/flsb12-40729.pdf
         represented by: Scott Alan Orth, Esq.
                         Law Offices of Scott Alan Orth, P.A.
                         E-mail: orthlaw@bellsouth.net

In re Q Properties, LLC
   Bankr. S.D. Fla. Case No. 12-12-40734
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/flsb12-40734.pdf
         represented by: Scott Alan Orth, Esq.
                         Law Offices of Scott Alan Orth, P.A.
                         E-mail: orthlaw@bellsouth.net

In re Daniel Hamm
   Bankr. M.D. Ga. Case No. 12-53654
      Chapter 11 Petition filed December 28, 2012

In re Amberwood Principals, LLC
   Bankr. N.D. Ga. Case No. 12-13634
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/ganb12-13634.pdf
         represented by: John A. Moore, Esq.
                         The Moore Law Group, LLC
                         E-mail: jmoore@moorelawllc.com

In re Sasha Cole LLC
   Bankr. N.D. Ga. Case No. 12-81767
     Chapter 11 Petition filed December 28, 2012
         Filed pro se

In re Kevin McMahon
   Bankr. S.D. Ind. Case No. 12-14820
      Chapter 11 Petition filed December 28, 2012

In re Jimmie Raye
   Bankr. D. Nev. Case No. 12-24063
      Chapter 11 Petition filed December 28, 2012

In re Around the Town, LLC
        dba Cafe Ole
   Bankr. D.N.J. Case No. 12-39927
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/njb12-39927.pdf
         represented by: Allen I. Gorski, Esq.
                         Teich Groh
                         E-mail: agorski@teichgroh.com

In re Pandorf Realty, Inc.
   Bankr. D.N.J. Case No. 12-39998
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/njb12-39998p.pdf
         See http://bankrupt.com/misc/njb12-39998c.pdf
         represented by: Dwight E. Yellen, Esq.
                         Ballon, Stoll, Bader & Nadler, P.C.
                         E-mail: dyellen@ballonstoll.com

In re Moshannon Woods, LLC
   Bankr. M.D. Pa. Case No. 12-07345
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/pamb12-07345.pdf
         represented by: Robert E. Chernicoff, Esq.
                         Cunningham and Chernicoff PC
                         E-mail: rec@cclawpc.com

In re Cathleen Jackson
   Bankr. M.D. Tenn. Case No. 12-11721
      Chapter 11 Petition filed December 28, 2012

In re Michelle Gieger
   Bankr. W.D. Tenn. Case No. 12-13582
      Chapter 11 Petition filed December 28, 2012

In re E.A.I.G. Corporation
        dba Elite Auto Insurance Group
          dba Elite Auto Insurance Agency
            dba Evie L. Adams Farmers Insurance Agency
   Bankr. S.D. Tex. Case No. 12-39480
     Chapter 11 Petition filed December 28, 2012
         See http://bankrupt.com/misc/txsb12-39480p.pdf
         See http://bankrupt.com/misc/txsb12-39480c.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         E-mail: margaret@mmmcclurelaw.com



                            *********

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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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