TCR_Public/130107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 7, 2013, Vol. 17, No. 6

                            Headlines

1617 WESTCLIFF: Hearing on Plan Exclusivity Extension
500 CENTER: Voluntary Chapter 11 Case Summary
A.D.A. GROUP: Case Summary & 20 Largest Unsecured Creditors
ACE HARDWARE: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AIRLINES: Revises Boeing, GE & Rolls-Royce Pacts

AMERICAN AIRLINES: Agreement Amendment Approval Sought
AMERICAN DEFENSE: Dale Scales and Joseph Van Hecke Join Board
AMERICAN TOWER: S&P Gives 'BB+' Rating on $500MM Unsecured Notes
AMF BOWLING: Court Approves Hiring of Bankruptcy Professionals
ATP OIL: Panel Objects to Request to Extend Exclusive Periods

BAKERS FOOTWEAR: Gives Up on Reorganizing, To Begin GOB Sales
BERNARD L. MADOFF: JPMorgan Faces Sanctions in U.S. Probe
BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
BORDERS GROUP: Trustee Looks to Recover Millions in Lawsuit Blitz
BOWLES SUB: Has Court's Nod to Hire Anton Economics as Economist

CAPITOL BANCORP: Panel Taps Harrington Dragich as Special Counsel
CELL THERAPEUTICS: Estimates $5.8 Million Net Loss in November
CENTRAL EUROPEAN DISTRIBUTION: Has Revised Deal With Roust Trading
CHESTERFIELD VALLEY: Fitch Affirms 'BB' Rating on Revenue Bonds
CIVIC PARTNERS: Dispute With Sioux City Goes to Trial

COUNTRYWIDE FIN'L: FDIC Suit Over $108MM in MBS Has Legs: Judge
CPI CORP: Incurs $20.2-Mil. Net Loss in 16 Weeks Ended Nov. 10
CROWN AMERICAS: Moody's Affirms Ba1 CFR; Rates $800MM Notes Ba2
DAMES POINT: Case Summary & 2 Unsecured Creditors
DESERT HAWK: Board Corrects Note Terms to Clarify Interest Payment

DIAGNOSTIC VENTURES: Clifford Chance Wins in Securities Suit
DEWEY & LEBOEUF: Judge Postpones Approval of Disclosure Statement
DIALOGIC INC: Hearing on NASDAQ Appeal Set for March 7
DIGITAL DOMAIN: Disney Trying to Upset Patent Sale
DYNASIL CORP: Filing of 2012 Form 10-K Will Be Delayed

EAST COAST DIVERSIFIED: Amends 2011 Annual Report on Form 10-K
EASTMAN KODAK: Files Valuation, Profitability Report With SEC
EASTMAN KODAK: Kyocera Sues Over Camera, Printer Patents
ECOSPHERE TECHNOLOGIES: Dean Becker and John Brewster Join Board
EMMIS COMMUNICATIONS: Operating Unit Has $100MM Credit Facility

FELCOR LODGING: S&P Ups Issuer Credit Rating to 'B+'
FNBH BANCORP: Investors Offer to Buy $26.7MM in Securities
FR 160: Pre-Trial Conferences Scheduled for Jan. 22, and Feb. 19
FREDERICK DARREN BERG: Commerce Bank Wins Dismissal of Trust Suit
GAME TRADING: Hastings Wins More Time to Challenge Claim Objection

GENE CHARLES: Has Court OK to Hire Lederman Zeidler as Accountant
GENERAL MOTORS: Could Face $918MM Hit from Chap. 11-Related Suit
GOLD RESERVE: Gets NYSE MKT Notice of Delisting Application
GOTHAM CITY: Case Summary & 2 Unsecured Creditors
GRANITE DELLS: Court Denies LLC's Motion to Quash Subpoenas

HANKAMER VENTURES: Voluntary Chapter 11 Case Summary
HAWKER BEECHCRAFT: Kaye Scholer Approved for Compliance Issues
HAWKER BEECHCRAFT: Bank Debt Trades at 46% Off in Secondary Market
HEALTHCARE FULFILLMENT: Case Summary & 20 Largest Unsec Creditors
HEALTHCARE OF FLORENCE: Court Dismisses Chapter 11 Bankruptcy Case

HEALTHWAREHOUSE.COM INC: Incurs $1.6-Mil. Net Loss in 2nd Quarter
HEARTLAND DENTAL: Moody's Lifts Rating on Sr. Facilities to 'Ba3'
HMX ACQUISITION: Feb. 5 Fixed as General Claims Bar Date
HOMEWARD RESIDENTIAL: S&P Cuts Issuer Credit Rating to 'B'
HORIZON LINES: Zendan Promoted to EVP, Receives Pay Hike

HOSTESS BRANDS: Said to Be In Talks With Flowers, Grupo Bimbo
INNER CITY: Court Denies Plea to Appoint Chapter 11 Trustee
INSTITUTE FOR NEUROLOGIC: Files Bankruptcy to Counter Receivership
INTERFAITH MEDICAL: Taps Nixon Peabody as Corporate Counsel
ISC8 INC: Posts $19.6MM Net Loss in FY2012; Forbearance Extended

JER/JAMESON MEZZ: Plan Declared Effective Dec. 18
KESTREL TECHNOLOGIES: Updated Case Summary & Creditors' Lists
LBI MEDIA: Completes Exchange with Right to PIK New Bonds
LBI MEDIA: S&P Lowers Corporate Credit Rating to 'SD'
LDK SOLAR: Chinese Agency Orders Payment of RMB294-MM to Supplier

LEGENDS GAMING: Chickasaw Tribe Has Buyer's Remorse
LEHMAN BROTHERS: Faith Claims Stick in Fidelity Coverage Row
LOS ANGELES DODGERS: McCourt's Ex-Wife Can't Depose Blackstone
LOUISIANA HOUSING: S&P Raises Rating on 2009B Bonds to 'BB
LOWER BUCKS: District Court Agrees BoNY Release Impermissible

MARKETING WORLDWIDE: Delays Form 10-K for Fiscal 2012
MERIDIAN MORTGAGE: Commerce Bank Wins Dismissal of Trust Suit
MERUS LABS: Recurring Losses Cue Going Concern Doubt
METALDYNE LLC: Moody's Withdraws 'B1' CFR/PDR After Takeover
MGM RESORT: Fitch Rates New $4-Bil. Credit Facility 'BB/RR1'

MONITOR CO: Seeks to Maintain Secrecy About Client List
MSR RESORT: Has Licensing Deal on Use of PGA Name
NEW ENGLAND COMPOUNDING: Mass. Gov. Wants Overhaul to Oversight
NNN LENOX: Sec. 341 Meeting of Creditors Today
NORTEL NETWORKS: Settles with Retirees Committee

OMEGA NAVIGATION: Junior Lenders Object to Settlement Deals
PEMBERLY PARTNERS: Voluntary Chapter 11 Case Summary
PINNACLE AIRLINES: Asks Judge to OK $52M Deals With Pilots, Delta
PINNACLE AIRLINES: Has Delta-Backed Bankruptcy Exit Plan
PMI GROUP: Note Sale Approval Sought

QUAMTEL INC: Peter Sperling Appointed to Board of Directors
QUANTUM FUEL: May Sell Up to $5MM in Shares to Ascendiant
RESIDENTIAL CAPITAL: To Sell $130 Million in FHA-Backed Loans
RICH LEARNING: Shareholder Did Not Violate Cash Collateral Accord
SAFETY-KLEEN: S&P Raises Corporate Credit Rating to 'BB+'

SEA ISLAND: Claims Objection Deadline Extension Doesn't Alter Plan
SECUREALERT INC: Delays Form 10-K for Fiscal 2012
SHETTERLY L.P.: Case Summary & 15 Largest Unsecured Creditors
SIAG AERISYN: Pa. Court Transfers Siskin Lawsuit to E.D. Tenn.
SIONIX CORPORATION: Incurs $5.8-Mil. Net Loss in Fiscal 2012

SMOOT GROUP: Voluntary Chapter 11 Case Summary
STINSON PETROLEUM: Former VP Liable for $2.7MM Damages to Bank
TC GLOBAL: Grey's Anatomy Actor's Investment Group Wins Auction
TELECONNECT INC: Incurs $3.8 Million Net Loss in Fiscal 2012
TELIGENT INC: Judge Vacates Judgment Uncollected for 7 Years

THQ INC: Court Rejects DIP Loan, Slows Down Sale Process
TIGER MEDIA: Raises $2.1-Mil. From Exercise of Warrants
TXU CORP: Bank Debt Trades at 33% Off in Secondary Market
TXU CORP: Bank Debt Trades at 24% Off in Secondary Market
UNIVERSAL BIOENERGY: May Sell Up to 3-Billion of Shares

UPPER CRUST: Court Rejects Buyout Offer From Lawyer, Ex-Employees
VS FOX: U.S. Trustee, Creditors Want Case Converted to Ch. 7
WARNER MUSIC: CEO, CFO Sign New Employment Pacts, Get Pay Hike
WILLIAM D. HALL: Former Counsel Loses Bid to Modify Fee Award
WPCS INTERNATIONAL: Has Until June 24 to Regain Nasdaq Compliance

* Equity Firms May Seek New Bank Exit Plans in '13, Fitch Says
* Fitch Says U.S. Prime Auto ABS Losses Hold Steady
* US Prime MMF Exposure to Eurozone Banks Up in 5 Mos., Fitch Says
* Slow Growth in U.S. Power Use to Add Pressure to Some Entities

* Cleary Gottlieb Blasts Subpoena in $1.4B Argentina Debt Suit
* Manhattan District Judge Barbara Jones Joins Zuckerman Spaeder
* Schulte Roth & Zabel Elects New Partner & Promotes Associates

* BOND PRICING -- For Week From Dec. 31 to Jan. 4, 2013

                            *********

1617 WESTCLIFF: Hearing on Plan Exclusivity Extension
-----------------------------------------------------
1617 Westcliff, LLC asks the U.S. Bankruptcy Court for the Central
District of California to extend its exclusive periods to file and
solicit acceptances for the proposed Plan of Reorganization until
Jan. 31, 2013, and March 31, respectively.  A Jan. 7, 2012 hearing
at 2 p.m. has been set.

The Debtor needs more time to finalize the proposed Plan.

The Debtor notes that prior to the Oct. 15, expiration of its
exclusive period, it filed a motion for order authorizing sale of
the property and a Plan which both provided that unless the Bank -
- Wells Fargo Bank, N.A., as trustee for the Registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C3 -- agreed to
different treatment on account of its claim, the Bank would
receive, in full satisfaction of its claim, these treatment: on
the closing date, the Debtor would cure all defaults  that exist
under the deed of trust securing the Bank's claim; reinstate the
maturity of the claim, compensate the Bank for any damage incurred
as a result of reasonable reliance on the contractual provision or
applicable law, and not otherwise alter the legal, equitable, or
contractual rights of the Bank.

The Bank has objected to the proposed claim treatment and
indicated it would not entertain the required assumption of its
debt under these conditions, and filed limited opposition to the
sale.

In this connection, the Debtor has withdrawn the sale motion, and
the Plan.

On Nov. 30, 2012, the Debtor filed a new motion for order
authorizing sale of the property.  The Debtor and the Bank have
reached agreement in principle, to be memorialized in an
appropriate stipulation to be filed before the hearing on the sale
motion, and that the sale of the property will proceed on an
assumption basis.

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


500 CENTER: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 500 Center LLC
        517 South Locust
        Denton, TX 76201

Bankruptcy Case No.: 12-43520

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: James Scott Reib, Jr., Esq.
                  THE REIB FIRM PLLC
                  412 S. Carroll Blvd., Suite 1000
                  Denton, TX 76201
                  Tel: (940) 591-0600
                  Fax: (866) 543-0053
                  E-mail: scott@reiblaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

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

The petition was signed by David Dennis, member.


A.D.A. GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A.D.A. Group, Inc.
        dba Central C-Store
        dba Bobtown Pit Stop
        P.O. Box 740788
        Dallas, TX 75274

Bankruptcy Case No.: 12-43532

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Gary G. Lyon, Esq.
                  THE WILLINGHAM LAW FIRM
                  6401 W. Eldorado Parkway, Suite 206
                  McKinney, TX 75070
                  Tel: (214) 250-4407
                  Fax: (866) 309-7476
                  E-mail: glyon.attorney@gmail.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of 20 largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/txeb12-43532.pdf

The petition was signed by Dickson Alao, president/sole
shareholder.


ACE HARDWARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ace Hardware & Building Center, Inc.
        P.O. Box 1280
        Blue Ridge, GA 30513

Bankruptcy Case No.: 12-24428

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: J. Hayden Kepner, Jr., Esq.
                  SCROGGINS & WILLIAMSON
                  1500 Candler Bldg.
                  127 Peachtree Street, NE
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: hkepner@swlawfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of 20 largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ganb12-24428.pdf

The petition was signed by James Lamar Lance, owner, manager.


AMERICAN AIRLINES: Revises Boeing, GE & Rolls-Royce Pacts
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. filed papers in bankruptcy court seeking
approval of modified agreements with aircraft and engine
manufacturers.  The parent of American Airlines Inc. also is
giving up three of six gates at Newark Liberty International
Airport in New Jersey.

According to the report, the modified arrangements, to remain
binding on AMR when it emerges from reorganization, will come up
for approval at a Jan. 23 hearing in U.S. Bankruptcy Court in
Manhattan.  The economic terms of the arrangements aren't
disclosed publicly.

The report discloses that the most comprehensive agreement is with
Boeing Co. to purchase new aircraft models, including the 737 Max.
There are also agreements with engine makers Rolls-Royce Plc and
General Electric Co.  The agreement with Boeing provides for the
manufacturer to provide financing for new aircraft purchases.
Airbus SAS will be the recipient of a court-approved agreement
providing for AMR to purchase A320 aircraft.

According to the report, the agreements with aircraft and engine
manufacturers follows AMR's conclusion of new contracts with labor
unions.  Nailing down future operating costs is a step in
preparation for filing a reorganization plan that may or may not
include a merger with US Airways Group Inc.

                     About American Airlines

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

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

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

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

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: Agreement Amendment Approval Sought
------------------------------------------------------
AMR filed with the U.S. Bankruptcy Court a motion for approval to
amend its agreement with the Port Authority of New York and New
Jersey and reject certain Slot Lease Agreements with United
Airlines and Porter Airlines at Newark Liberty International
Airport, BankruptcyData reported.  According to AMR, the proposed
surrender of excess gates will provide the Debtors an estimated
$25.4 million in savings over the term of the amended lease
agreement, the report related.

                     About American Airlines

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

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

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

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

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 DEFENSE: Dale Scales and Joseph Van Hecke Join Board
-------------------------------------------------------------
American Defense Systems Inc. announced the resignations of Alfred
Gray, Victor Trizzino, Stephen Seiter, Pasquale D'Amuro, and Kevin
Healy from its Board of Directors effective on Dec. 21, 2012, and,
concurrently, has appointed Dale S. Scales and Joseph Van Hecke to
serve as members of its Board.

In connection with the Board resignations, the Company and certain
stockholders who make up more than 55% of the outstanding shares
of the Company's common stock have also entered into mutual
release agreements with the resigning Board members.

Mr. Scales has been appointed Chairman and will also serve as
President and Chief Executive Officer of the Company.  Mr. Scales
will replace Alfred Gray who has been serving as the Company's
interim Chief Executive Officer.

Mr. Scales commented, "I am thrilled for the Company and its
stockholders to finally come to an agreement with the resigning
members of the Board of Directors.  This has been a long process
but in the end, believe the best interests of the stockholders
were served.  The incoming Directors have already spent
significant resources and time evaluating the Company's past,
current and future position in order to hopefully grow stockholder
value in the near and long term future.  Our main objective for
the Company is to now move forward in a positive direction.  We
look forward and believe the Company has great opportunities to
leverage its unique assets and strong engineering capabilities to
drive growth in revenue and cash flow."

Prior to joining the Company, Mr. Scales, 47, worked as a
consultant specializing in private equity and venture capital
investments, risk analysis, corporate finance strategies and
operational management restructurings.  From 2003 to 2009, Mr.
Scales served as Managing Director and founding member of OBX
Capital Group LLC, a consulting firm specializing in private
equity and venture capital investments.  Prior to this role, Mr.
Scales served from 2001 to 2002 as VP of Finance and Board Member
for Mobile Reach Technologies Inc.  From 1988 to 2001, Mr. Scales
worked for Stafford Trading Group, Banque National De Paris
Securities, S&J Derivatives, and NationsBank-CRT Options L.P., in
Germany, Japan and the US in their prospective derivative markets.

Mr. Scales previously served as a member of the board of directors
of Active Data Services, a data capturing company, from 2005 to
2009.  Mr. Scales currently serves on the Board of Polka Dot Kids
Foundation, a non-profit organization that supports and promotes
literacy and early childhood development and education.  He is
also an active supporter of the Armed Forces Network and UNC-TV.
Mr. Scales graduated with B. A. in Economics from Wheaton College
in 1986.

Mr. Van Hecke, 39, is currently the Managing Member of the Grace
Hall Companies.  Grace Hall Capital is an asset management firm
with over $30mil invested in hedge funds for its clients in
various asset classes.  Grace Hall Trading is a proprietary
trading firm that executes trades in numerous U.S. markets
including equities, equity options, and futures.  From 1998 to
2007, Mr. Van Hecke served as a partner and Head Trader at Capital
Markets Trading, a proprietary trading firm specializing in
electronic trading of derivatives.  Prior to this role, Mr. Van
Hecke served from 1996 to 1998 as a trader with Bank of America in
the Frankfurt, Germany office.

Mr. Van Hecke is currently a partner and supporter of the Act of
Giving a Seattle-based non-for-profit focused on various
charitable ventures.  Mr. Joseph Van Hecke graduated with B. B. A.
in Finance from the University of Notre Dame in 1996.

                        About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had a working capital deficiency
of $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at Sept. 30, 2012, showed $1.76
million in total assets, $2.55 million in total liabilities, all
current, and a $796,413 total shareholders' deficiency.


AMERICAN TOWER: S&P Gives 'BB+' Rating on $500MM Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB+' issue-
level rating and '3' recovery rating to Boston, Mass.-based
wireless tower operator American Tower Corp.'s (BB+/Stable/--)
proposed $500 million senior unsecured notes issue.  Proceeds
will be used to repay borrowings under the company's revolving
credit facility to fund recent acquisitions.  The company has been
very active in recent quarters in expanding both its domestic and
international assets, the latter of which includes towers in
Brazil, Germany, Mexico, Uganda, South Africa, and Colombia. "Our
'BB+' corporate credit rating on American Tower reflects the
company's aggressive financial risk profile, with leverage, pro
forma for recent acquisitions, expected to exceed 5x (including
our adjustment for operating leases), and which largely
overshadows its strong business risk profile)," S&P said.

RATINGS LIST

American Tower Corp.

Corporate credit rating              BB+/Stable/--

Rating Assigned

$500 million unsecured notes        BB+
Recovery rating                          3


AMF BOWLING: Court Approves Hiring of Bankruptcy Professionals
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized AMF Bowling Worldwide Inc. to employ:

   1. Kirkland & Ellis LLP as counsel;

   2. McGuireWoods LLP as counsel; and

   3. Moelis & Company LLC as financial advisor and investment
      banker.

                      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.


ATP OIL: Panel Objects to Request to Extend Exclusive Periods
-------------------------------------------------------------
ATP Oil & Gas' official committee of unsecured creditors filed
with the U.S. Bankruptcy Court an objection to the Debtors' motion
to extend the exclusive period during which the Company can file a
Chapter 11 plan and solicit acceptances thereof through June 17,
2013 and August 12, 2013, respectively, BankruptcyData reports.

According to the report, the committee asserts, "Having
contractually bound itself to liquidate substantially all of its
assets for the sole benefit of the DIP Lenders unless a highly
conditional plan of reorganization can be consummated in the near
term, the Committee finds it extraordinary that the Debtor is
seeking any extension of exclusivity, never mind one that would
extend beyond the closing of the liquidation that the Debtor has
obligated itself to pursue. Not only has the Debtor failed to
demonstrate good faith progress toward a reorganization, its
commitment to liquidate its assets in the near term absent
extraordinary circumstances -- effectuating a plan that pays the
DIP Lenders' claims in full in cash (i.e., over $625 million) or
otherwise meets with the DIP Lenders' approval -- reflects the
opposite."

The ad hoc committee of holders of the 11.875% Senior Second Lien
Notes also objected to the same motion, stating, "Having made no
progress on a plan of reorganization during the first 120 days --
and having entered into post-petition financing arrangements that
have resulted in a forced sale -- the Debtor has offered no sound
basis to restrict the options of its creditors, including their
ability to propose a plan of reorganization," the report added.

The Court previously scheduled a January 10, 2013 hearing on the
motion.

                          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.


BAKERS FOOTWEAR: Gives Up on Reorganizing, To Begin GOB Sales
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bakers Footwear Group Inc. gave up hope of
reorganizing around a core of 63 stores.  Bakers began going-out-
of-business sales at 150 stores in November. Last month, the
company filed a proposed Chapter 11 plan intending to reorganize
around the remaining 63 locations.

According to the report, in papers filed Jan. 2 in U.S. Bankruptcy
Court in St. Louis, the mall-based young women's shoe retailer
said no one would buy the remaining chain and the principal
secured lender wouldn't agree to a restructuring.  There will be a
hearing in bankruptcy court on Jan. 9 for authority to hire Great
American Group LLC as consultant to run going-out-of-business
sales at the remaining stores.  The sales are to be completed by
the end of February.  Great American will receive a fee of 1.45%
of gross sales, along with $560 a day for each supervisor.  Bakers
will pay all operating expenses during the sales.

                    About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BERNARD L. MADOFF: JPMorgan Faces Sanctions in U.S. Probe
---------------------------------------------------------
The inspector general of the U.S. Department of the Treasury has
threatened to sanction JPMorgan Chase & Co. unless it turns over
information to federal regulators probing the bank's alleged role
in Bernard L. Madoff's Ponzi scheme, according to a letter made
public Friday, Max Stendahl of BankruptcyLaw360 reported.

Eric Thorson told JPMorgan general counsel Stephen Cutler in a
Dec. 21 letter that the bank had until Jan. 11 to turn over
unspecified documents to the Office of the Comptroller of the
Currency, an arm of the Treasury Department that is conducting the
investigation, the reported noted.

                      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.


BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Ridge Limousine and Tour Service, Inc.
        7504 Inzer Street
        Springfield, VA 22151

Bankruptcy Case No.: 12-17551

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Brian F. Kenney

Debtor's Counsel: Christopher A. Jones, Esq.
                  Justin Fasano, Esq.
                  WHITEFORD TAYLOR & PRESTON, LLP
                  3190 Fairview Park Drive
                  Suite 300
                  Falls Church, VA 22042
                  Tel: (703) 280-9263
                  Fax: (703) 280-8942
                  E-mail: cajones@wtplaw.com
                          jfasano@wtplaw.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of 20 largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/vaeb12-17551.pdf

The petition was signed by R. Neill Jefferson, president.


BORDERS GROUP: Trustee Looks to Recover Millions in Lawsuit Blitz
-----------------------------------------------------------------
The liquidating trustee for Borders Group Inc. launched 93
clawback suits against a wide range of companies including
Universal Music & Video Distribution Inc., Dell Marketing LP and
A&E Home Video Corp., seeking to recover a total of approximately
$23 million, Maria Chutchian of BankruptcyLaw360 reported.

Trustee Curtis R. Smith says each of the transfers he is seeking
to recover through the adversary proceedings were made within 90
days before the fallen book retailer filed its voluntary Chapter
11 petition and while it was insolvent.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.


BOWLES SUB: Has Court's Nod to Hire Anton Economics as Economist
----------------------------------------------------------------
The Hon. Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota has granted Bowles Sub Parcel A, LLC, and
its affiliated debtors permission to employ Paul A. Anton and
Anton Economics, LLC, as economist to represent the Debtors in
connection with all matters pertaining to the confirmation of the
Chapter 11 plans, specifically, testimony regarding appropriate
interest rates and risks.

As reported by the TCR on Dec. 13, 2012, the Debtors' counsel,
Lapp Libra Thomson Stoebner & Pusch, is paying Anton Economics a
$3,000 retainer fee and will be reimbursed from Debtors'
bankruptcy estate pursuant to fee applications of Debtors'
counsel.  Anton Economics will be paid $100 per hour for time
spent preparing graphics or exhibits.  In the event that Anton
Economics outsource the preparation of graphics or exhibits, the
firm will be reimbursed for the actual cost of the outsourced
services, plus a 5% handling fee; however, the fee for outsourced
services will not exceed the rate of $100 per hour without the
Counsel's approval.

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


CAPITOL BANCORP: Panel Taps Harrington Dragich as Special Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Capitol Bancorp Ltd., et al., asks the U.S. Bankruptcy
Court for the Eastern District of Michigan for permission to
retain Harrington Dragich PLLC, as its special counsel.

Harrington Dragich will perform legal services on behalf of the
Committee for the limited purpose of advising it with regard to
issues related to Canal Air, LLC's motion for an order granting
leave to file proof of claim after the bar date, and matters
regarding General Electric Capital Corporation.

Canal Air is an affiliate of GECC.

The hourly rates of Harrington Dragich's personnel are:

         Members                $350
         Associates             $250

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

                       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.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth $15
million.


CELL THERAPEUTICS: Estimates $5.8 Million Net Loss in November
--------------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company estimated a net loss attributable to common
shareholders of US$5.79 million on US$0 of net revenue for the
month ended Nov. 30, 2012, compared with a net loss attributable
to common shareholders of US$4.64 million on US$0 of net revenue
during the prior month.

Estimated research and development expenses were US$2.4 million
and US$3.1 million for the month of October 2012 and November
2012, respectively.

There were no convertible notes outstanding as of Oct. 31, 2012,
and Nov. 30, 2012.

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

                        http://is.gd/cjF0Dj

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL EUROPEAN DISTRIBUTION: Has Revised Deal With Roust Trading
------------------------------------------------------------------
Central European Distribution Corporation has agreed to a revised
transaction with Russian Standard (through its affiliate, Roust
Trading Ltd.).  This agreement represents a renewed commitment by
Russian Standard to a strategic alliance with CEDC and is an
important vote of confidence in the future success of CEDC's
business.  The agreement also addresses the ongoing management of
CEDC, with directors nominated by Russian Standard taking
responsibility for CEDC's operations through a newly-formed
committee of the CEDC Board of Directors.  A special committee led
by CEDC directors unaffiliated with Russian Standard will retain
control of any restructuring of CEDC's capital structure.  This
amended transaction is intended to stabilize CEDC's business and
to pave the way for CEDC to address its balance sheet issues in an
orderly fashion.

Under the revised terms, Russian Standard has:

   * released restrictions on $50 million in cash previously
     invested in CEDC, making those funds available for working
     capital and general corporate purposes,

   * agreed to provide a new $15 million revolving credit facility
     to CEDC; and

   * agreed to provide up to $107 million in new capital to CEDC
    (reduced by the commitment under the new revolving credit
     facility) subject to and conditional upon an overall
     restructuring of CEDC's capital structure that is acceptable
     to CEDC and Russian Standard.

In turn, CEDC has:

   * created an Operational Management Committee of the CEDC Board
     of Directors to be led by Mr. Tariko,

   * created a Restructuring Committee of the CEDC Board of
     Directors to be led by non-Russian Standard directors,

   * appointed Grant Winterton as Chief Executive Officer of CEDC,
     effective Jan. 10, 2013.  Mr. Winterton is the current
     General Manager of the Russian Alcohol Group - a CEDC
     subsidiary.  Mr. Winterton has over 20 years of experience
     working in marketing, sales and general management positions
     for Campbells Soup (Australia), The Coca-Cola Company
     (Australia, Russia, Ukraine, China), Wimm Bill Dann (Russia)
     and Red Bull (Russia).  Mr. Winterton has lived in Russia for
     over 10 years, working in the consumer goods industry, and
     has extensive working experience across the Russia, Ukraine,
     Belarus and CIS markets.  He joined CEDC as General Manager
     of the Russian Alcohol Group in April 2012.

   * agreed to call an annual shareholders' meeting as soon as
     practicable to vote on a slate of directors agreed between
     CEDC and Russian Standard and to decide if Russian Standard
     nominees will comprise a majority of the CEDC Board of
     Directors.

CEDC and Russian Standard are implementing these revised terms
pursuant to a binding term sheet, which modifies the Amended and
Restated Securities Purchase Agreement and Amended and Restated
Governance Agreement between CEDC and RTL.  These two agreements
will terminate with automatic effect on Jan. 21, 2013, and CEDC
will be permitted to have restructuring discussions and
negotiations with the holders of CEDC's outstanding debt
obligations.  These revised terms also represent a settlement of
the issues between CEDC and Russian Standard stemming from, among
other things, the restatement of CEDC's financial statements for
its 2010 and 2011 fiscal years in October of this year, with CEDC
and RTL agreeing to mutually release all claims and causes of
action and not to bring any legal action against the other under
either agreement for matters arising prior to Dec. 28, 2012.

CEDC and Russian Standard believe that the revised terms
constitute a mutually beneficial way of addressing CEDC's near-
term funding and operational issues while also committing CEDC and
Russian Standard to work together to address CEDC's long-term
capital requirements, including a restructuring of its current
debt obligations.  In that regard, CEDC and Russian Standard also
believe that the changes to CEDC's corporate governance comprise
an appropriate component of CEDC's strategy.

Terms of the Revised Transaction

Effective immediately, RTL has released contractual restrictions
on $50 million in cash previously invested in CEDC to allow CEDC
to use this cash for working capital and general corporate
purposes, and committed to make available a $15 million revolving
credit facility to CEDC (drawable no earlier than Feb. 1, 2013),
subject to definitive documentation and the provision of
reasonably satisfactory security by CEDC.  Russian Standard has
also committed to provide CEDC with up to $107 million of new
capital (reduced by the amount of the commitment under the new
revolving credit facility) subject to and conditional upon an
overall restructuring of CEDC's capital structure that is
acceptable to CEDC and Russian Standard.

In exchange, CEDC will provide guarantees and liens on assets of
its subsidiaries in respect of the debt currently evidenced by $50
million of senior CEDC notes held by Russian Standard.  In
addition, CEDC has agreed to certain corporate governance changes,
including:

   * The creation of an Operational Management Committee to
     oversee all day-to-day business and operational management of
     CEDC with CEDC management to report directly to this
     committee.  The Operational Management Committee will consist
     of Mr. Roustam Tariko, Mr. Scott Fine and another CEDC board
     member nominated by Russian Standard.

   * The creation of a Restructuring Committee with full
     responsibility for all matters related to any restructuring
     of CEDC's capital.  The Restructuring Committee will consist
     of three non-Russian Standard directors and Mr. Roustam
     Tariko.

   * The appointment of Grant Winterton, the current Chief
     Executive Officer of the Russian Alcohol Group - a CEDC
     subsidiary, as Chief Executive Officer of CEDC effective
     Jan. 10, 2013.

CEDC and Russian Standard have also reached agreement on the slate
of directors to be proposed at the next annual general meeting of
CEDC shareholders, which will be convened as soon as practicable.
The slate of directors will consist of three directors nominated
by Russian Standard and three directors nominated by non-Russian
Standard directors.  In addition, shareholders will be given the
opportunity to elect a seventh director from among two candidates,
one nominated by Russian Standard and one by the non-Russian
Standard directors.

CEDC and Russian Standard have agreed that the Amended and
Restated Securities Purchase Agreement and the Amended and
Restated Governance Agreement by and between CEDC and RTL will
automatically terminate on Jan. 21, 2013, and to mutually release
all claims and causes of action (and not to bring any legal action
against the other) under either agreement for matters arising
prior to Dec. 28, 2012.

Mr. David Bailey resigned from his position as Interim Chief
Executive Officer effective as of Jan. 10, 2013.

Mr. Evangelos Evangelou resigned from his position as Chief
Operating Officer effective as of Dec. 31, 2012.  Mr. Evangelou
will continue to serve with the Company as a manager of its
operations in Poland.

A copy of the Binding Term Sheet is available at:

                        http://is.gd/HbZe0C

                             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

The Company's Convertible Senior Notes are due on March 15, 2013.
The Company has said its 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 coming due in 2012 would 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, the
Company said, raise substantial doubt about its 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.


CHESTERFIELD VALLEY: Fitch Affirms 'BB' Rating on Revenue Bonds
---------------------------------------------------------------
Fitch Ratings has taken the following action on Chesterfield
Valley Transportation Development District, MO's (the district)
bonds:

  -- $16.1 million series 2006 transportation sales tax revenue
     bonds affirmed at 'BB'.

The Rating Outlook is revised to Positive from Stable.

SECURITY

The bonds are limited obligations payable solely from the net
revenues of a 0.375% sales tax on retail sales collected within
the district, subject to annual appropriation. The sales tax
expires February 2031, five years after the final maturity of the
bonds. There is also a cash-funded debt service reserve fund
(DSRF) with a $2.03 million funding requirement; the DSRF is
currently fully funded.

KEY RATING DRIVERS

RECENT SALES TAX IMPROVEMENT: The Positive Outlook reflects
continued progress in expansion of the sales tax base with the
planned opening of two sizeable outlet centers on track for later
this year.

IMPROVING BUT VOLATILE REVENUE: Sales tax collections for 2011 and
2012 were up considerably versus prior years, reflective of an
improved local economy, but inherently remain subject to cyclical
volatility.

REVENUE UNDERPERFORMANCE & DSRF RELIANCE: Revenue performance
remains consistently below expectations at the time of issuance,
triggering a reliance on the cash funded debt service reserve fund
for the past three years. Strong revenue performance of late and
an expanded base should aid the district in eliminating its
dependence on the DSRF over the near term.

BULLET MATURITY & REQUIRED TURBO: Fitch views the debt structure
as generally weak with interest only payment requirements between
2017 and 2025 and a bullet maturity in 2026. However, in the event
excess revenues start flowing, the structure does require early
redemption.

ACCESSIBLE LOCATION: The district encompasses a five mile
commercially attractive retail corridor along Interstate 64 which
caters to the affluent St. Louis County region.

WHAT COULD TRIGGER A RATING ACTION

SALES TAX BASE EXPANSION: An evident expansion of the sales tax
revenue base from the upcoming opening of two outlet malls would
likely enhance pledged revenues, debt service coverage and overall
credit quality.

CREDIT PROFILE

The district encompasses a sizable 7.43 square mile area located
along a five-mile corridor of Interstate-64 in western St. Louis
County. As of December 2012, there were 374 retail establishments
located within the district.

SALES TAX REBOUND

Sales tax revenues for the first 10 months of 2012 increased by a
robust 7.5% over same period collections in 2011. The district
expectation for full year collections are to show a 7.1% year over
year increase in revenues, incorporating management's projected
sales tax revenues for the remaining two months of 2012. Fitch
believes this is a conservative projection given recent sales tax
trends. Assuming projections are achieved, 2012 will be the first
year since 2008 in which revenues exceeded current debt service
requirements. This growth follows an 8.5% increase in sales tax
revenues in 2011 compared to 2010.

RECENT REVENUE SHORTFALLS

Between fiscals 2007 and 2010, sales tax collections in the
district fell by nearly 16%. The decline was mostly attributable
to the recession but also due partly to a one month payment lag in
2010, created when the state assumed sales tax collection
responsibilities from the city of Chesterfield (the city) in early
2010. In addition, the 2006 issue was structured based on over-
optimistic sales tax projections, leading to marginal debt service
coverage from the onset.

Sales tax revenues were insufficient to meet debt service
requirements as a result of these declines, forcing the district
to draw upon the DSRF annually beginning in 2010. Draw-downs
totaled $183,000 in 2010, $399,000 in 2011 and $404,000 in 2012 to
cover 11%, 24% and 24% respectively of the larger April principal
and interest payments in those years. In all three years, the DSRF
requirement was restored before the end of the year as sales taxes
were received and deposits were made per the flow of funds.
Management is projecting a smaller $350,000 (18%) draw in April,
2013, with additional draws in 2014 and 2015. After 2015, debt
service drops significantly until 2026.

Fitch views the bond structure as weak with a large bullet
maturity in 2026 and interest payments only from 2017 through
2025. However, in the event revenues exceed debt service
requirements, all excess sales tax revenues are required to redeem
the 2026 bullet via a mandatory redemption feature. To date the
turbo feature was only triggered once in 2008 due to general
underperformance of revenues compared to projections at the time
of issuance.

Assuming projected 2012 sales tax levels and no subsequent growth,
Fitch's analyses indicate that pledged revenues and DSRF monies
should be more than adequate to cover all debt service
requirements. Under Fitch's stress scenario, sales tax collections
could decline by 10% in 2013 and an additional 4% annually over
the life of the issue and, with remaining DSRF monies, still meet
all debt service requirements. The largest revenue decline to date
was 7.6% in 2010.

SALES TAX CONCENTRATION

The district encompasses a sizable 7.43 square mile area located
along a five-mile corridor of Interstate-64 in western St. Louis
County. As of December 2012, there were 374 retail establishments
located within the district, comprising one of the largest
concentrations of big box retailers in the region. There is point-
of-sale concentration with the top 15 payers accounting for 55% of
total sales tax collections, which is not uncommon for a retail
complex with sizeable big box presence. The district contains in
excess of seven million square feet of development with over 10%
of the total land area still undeveloped.

The district expects four large stores recently opened to be top
20 sales tax generators. In addition, the district reports that
two large outlet malls contemplated last year are currently under
construction by Simon Property Group and Taubman and on track to
open in August, 2013. The addition of these two malls would
notably expand the sales tax base which Fitch believes could have
a positive impact on the rating.

WEALTHY, GROWING SERVICE AREA

Wealth levels in the city and county are well above state and
national averages, and unemployment rates are below comparable
levels for the state and country, rebounding from increases during
the recent economic downturn. The county supports a diverse
economic base, which includes Boeing and Washington University.

The city has several major economic development projects underway,
highlighted by significant growth at Mercy, a large health care
system headquartered in the city, as well as the relocation of the
headquarters of Reinsurance Group of America to Chesterfield.
These projects will bring a sizable number of workers to the area,
increasing the population of potential shoppers within the
district.

Appropriation Risk

The district is managed by a four-member board consisting of
representatives of the city and county. The pledged sales tax is
subject to annual appropriation by the district. However, non-
appropriation is unlikely as the pledged sales tax cannot be used
for non-district purposes. Furthermore, if the district fails to
adopt a budget in any year, the prior year's budget will remain in
effect.

Weak Legal Provisions

The bond documents are loosely written, allowing for liberal
issuance of additional parity debt. However, officials indicate
that there are no plans to issue more bonds and an independent
board composed of various county and city officials would be
expected to curtail excessive issuance.


CIVIC PARTNERS: Dispute With Sioux City Goes to Trial
-----------------------------------------------------
Bankruptcy Judge Thad J. Collins denied the City of Sioux City's
motion for summary judgment on its claim and on Civic Partners
Sioux City, LLC's counterclaims.

The City in January 2011 filed a Petition at Law for Breach of
Contract against Civic in the Iowa District Court for Woodbury
County (No. LACV143863).  Civic has filed an answer and a
counterclaim.  Civic filed a voluntary Chapter 11 petition on
April 14, 2011.  On June 27, 2011, Civic removed the breach of
contract action by the City to the Bankruptcy Court as an
adversary proceeding.  On April 6, 2012, the City filed a Motion
for Summary Judgment on its claim and on Civic's counterclaim.
Civic resisted the City's Motion for Summary Judgment.

Civic is the developer and owner of an entertainment and shopping
complex in Sioux City, Iowa.  The complex was to be an anchor in
the redevelopment of an area in Sioux City known as the Historic
4th Street Area. The primary tenant of the complex is a 14-screen
movie theater named Main Street Theatres. Only one of the other
spaces in the facility is occupied by a specialty shop.

Civic received its primary financing for the facility from First
National Bank, which holds a first security interest in the
structure and some of the equipment.  The City signed a
development agreement with Civic committing to do some of the
necessary work on surrounding infrastructure and support for the
facility.  The City also loaned Civic $1,980,000 under a
promissory note to help finance the project.  In exchange, the
City took a second security interest on much of First National
Bank's collateral.  The City also had a minimum tax assessment
agreement with Civic for the property.  Other banks -- Liberty
National Bank and Cass County Bank -- and the Small Business
Administration also claim security interests in the property and
equipment.

Unfortunately, for a number of reasons, Main Street's theater was
not as successful as originally planned, and Main Street fell
behind on the rent it owed to Civic.  By 2009, Civic claimed Main
Street owed a multi-million dollar deficiency.  Main Street had
several arguments against Civic for offsets against some or all of
that rent. Without Main Street's rent, Civic also fell behind on
its payments to First National Bank.  Civic has never made any
payments to the City.

In August 2009, the four principal parties, Civic, Main Street,
First National Bank, and the City began mediation to attempt to
find a solution which worked for all parties.  Civic, Main Street,
and First National Bank reached a tentative agreement which they
presented to the City. The proposed mediation agreement outlined a
global restructuring of the agreements and arrangements related to
the project. Under the proposed mediation agreement, Civic would
forgive Main Street's deficiency on the rent and lower Main
Street's monthly payments. Main Street also agreed to release its
claims and made a $200,000 restructuring payment to Civic. Civic
was also to receive a lower interest rate and other reductions
from its lenders. The proposed agreement was subject to the City's
ratification by a vote of the Sioux City City Council. The Sioux
City City Council ultimately did not approve the agreement.

The ultimate failure of the mediation had many consequences. One
is the City's filing of its Petition at Law for Breach of
Contract.  Another was Civic's bankruptcy filing and removal of
the City's case to the Bankruptcy Court.

The City asserts that Civic has admitted liability on the City's
claim in its bankruptcy schedules. While the City claims a total
of $2,629,716.21, Civic has listed the City's claim as
$2,050,056.79 and market it as liquidated, undisputed, and non-
contingent in its filings.

The City believes it is entitled to Summary Judgment as to at
least the scheduled amount.

The City also argues it is entitled to statutory immunity from --
and thus summary judgment on -- Civic's counterclaim. The City
argues that while Civic labeled its claim as a "Breach of
Contract," Civic has actually brought tort claims.  The City notes
that an action like the one Civic brought here for the breach of
the duty which arises under a contract is in fact a tort claim
under Iowa law.  The City argues that once Civic's claim is
properly classified as a tort claim, either the discretionary
function immunity to municipal tort liability, the immunity for
construction of public roads, or the immunity for construction of
public improvements -- or all the above -- would apply and bar
Civic's claims. Thus, the City believes it is immune from Civic's
counterclaim and is entitled to judgment as a matter of law.

Civic argues that the counterclaims it asserts against the City
are for breach of contract -- not tort.  Civic claims that the
City breached its contract under the development agreement by
failing to properly install the public infrastructure required for
proper water drainage. Civic claims the City's breach of contract
led directly to damages. Civic suggests that the total value of
its contract damages will result in a significant setoff of the
claim by the City. Civic asserts that the tort immunities do not
apply as a matter of law to its contract claims.

Judge Collins said Civic has brought contract claims, and that the
City's arguments are inapplicable.  The judge said the City made
no argument that summary judgment is appropriate on contract
claims.  The City has thus failed to show it is entitled to
summary judgment on Civic Partner's counterclaims.

The cases before the Court are, CITY OF SIOUX CITY, IOWA,
Plaintiff, v. CIVIC PARTNERS SIOUX CITY, LLC, Defendant; and CIVIC
PARTNERS SIOUX CITY, LLC, Counter-Claimant, v. CITY OF SIOUX CITY,
IOWA, Counter-Defendant, Adv. Proc. No. 11-09045 (Bankr. N.D.
Iowa).  A copy of the Court's Jan. 3, 2013 Ruling is available at
http://is.gd/fyZGB7from Leagle.com.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq. --
afbaron@baronsar.com -- at Baron, Sar, Goodwin, Gill & Lohr,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Steven P. Semingson, managing member.


COUNTRYWIDE FIN'L: FDIC Suit Over $108MM in MBS Has Legs: Judge
---------------------------------------------------------------
The Federal Deposit Insurance Corp. can't go after Bank of America
Corp. but can pursue its affiliate Countrywide Financial Corp. and
UBS Securities LLC for allegedly misrepresenting $108 million
worth of mortgage-backed securities they sold to a now-defunct
Colorado bank, a California federal judge ruled, Eric Hornbeck of
BankruptcyLaw360 reported.

U.S. District Judge Mariana R. Pfaelzer said the FDIC's amended
complaint was viable for allegations that Countrywide and UBS
violated Colorado state law when they allegedly hid problems with
the Countrywide securities they sold to United Western Bank, the
report added.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CPI CORP: Incurs $20.2-Mil. Net Loss in 16 Weeks Ended Nov. 10
--------------------------------------------------------------
CPI Corp. filed its quarterly report on Form 10-Q, reporting a net
loss of $20.2 million on $69.5 million of net sales for the 16
weeks ended Nov. 10, 2012, compared with a net loss of
$7.2 million on $94.6 million of net sales for the 16 weeks ended
Nov. 12, 2011.

For the 40 weeks ended Nov. 10, 2012, the Company had a net loss
of $60.1 million on $191.7 million of net sales as compared to a
net loss of $12.9 million on $254.0 million of net sales for the
40 weeks ended Nov. 12, 2011.

The Company's balance sheet at Nov. 10, 2012, showed $56.2 million
in total assets, $174.8 million in total liabilities, and a
stockholders' deficiency of $118.6 million.

                     Going Concern Uncertainty

According to the Form 10-Q filing, the combination of profit
shortfalls, lack of adequate cash availability to support
operational needs and uncertainty regarding the future of the
Credit Agreement have created substantial doubt about the
Company's ability to operate as a going concern.

"The Credit Agreement and amounts owed thereunder are currently
due.  The Company is currently negotiating a forbearance agreement
with the lenders to, among other items, delay them from exercising
their rights and remedies under the Credit Agreement until mid-
January.  If the Company is unable to secure additional amendments
to the Credit Agreement, the Company may be forced into an orderly
liquidation or bankruptcy.  The outcome of restructuring and sale
initiatives required by the Credit Agreement, as amended, is
uncertain and involves matters that are outside of the Company's
control.

A copy of the Form 10-Q is available at http://is.gd/Ps42qQ

Based in St. Louis, Missouri, CPI Corp. is a holding company
engaged, through its wholly-owned subsidiaries and partnerships,
in selling and manufacturing professional portrait photography of
young children, individuals and families and offers other related
products and services.  As of Nov. 10, 2012, the Company operates
2,701 professional portrait studios, 176 of which are temporary in
nature, throughout the U.S., Canada, Mexico and Puerto Rico,
principally under lease and license agreements with Walmart and
license agreements with Sears and Toys "R" Us.


CROWN AMERICAS: Moody's Affirms Ba1 CFR; Rates $800MM Notes Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $800
million senior notes of Crown Americas LLC and affirmed the Ba1
Corporate Family Rating of Crown Holdings Inc. The ratings outlook
is stable.

On January 3, 2013, Crown announced that it intends to offer $800
million in aggregate principal amount of senior unsecured notes
due 2023. The notes will be issued by Crown Americas LLC and Crown
Americas Capital Corp. IV, each of which is a subsidiary of Crown,
and will be unconditionally guaranteed by Crown and certain of its
subsidiaries. Crown intends to use the net proceeds of the
offering to redeem the outstanding $400 million senior notes due
2017 and to prepay approximately $300 million of term loans, to
pay premiums associated therewith, for general corporate purposes,
and for payment of related fees and expenses.

Moody's took the following rating actions for Crown Holdings Inc.

Affirmed corporate family rating, Ba1

Affirmed probability of default rating, Ba1

Affirmed speculative grade liquidity rating, SGL-2

Moody's took the following rating actions for Crown Americas, LLC:

Assigned $800 milion senior notes due 2023, Ba2 (LGD 4, 64%)

Affirmed $550 million senior secured Term Loan A due 2016, Baa1
(LGD 1, 8% from LGD 2, 10%)

Affirmed $450 million US Revolving Credit Facility due 2015, Baa1
(LGD 1, 8% from LGD 2, 10%)

Affirmed $400 million senior unsecured notes due 2017, Ba2 (LGD
4, 67%) (To be withdrawn after transaction closes)

Affirmed $700 million senior notes due 2021, Ba2 (LGD 4, 64% from
67%)

Moody's took the following rating actions for Crown Cork & Seal
Company, Inc.

Affirmed $150 million senior unsecured notes due 2096 ($64
million outstanding), Ba3 (LGD 6, 97% from 94%)

Affirmed $350 million senior unsecured notes due 2026, Ba3 (LGD
6, 97% from 94%)

Moody's took the following rating actions for Crown European
Holdings S.A.

Affirmed EUR274 million senior secured Term Loan A due 2016, Baa1
(LGD 1, 8% from LGD 2, 10%)

Affirmed $700 million European revolving credit facility due
2015, Baa1 (LGD 1, 8% from LGD 2, 10%)

Affirmed EUR500 million 7.125% global notes due 8/15/2018, Baa3
(LGD 3, 24% from 30%)

Moody's took the following rating actions for Crown Metal
Packaging Canada L.P.

Affirmed $50 million Canadian revolving credit facility due 2015,
Baa1 (LGD 1, 8% from LGD 2, 10%)

The ratings outlook is stable.

Ratings Rationale

Crown's Ba1 Corporate Family Rating reflects the company's
position in an oligopolistic industry, relatively stable end
markets and improved profitability. The rating is also supported
by the high percentage of business under contract with strong raw
material cost pass-through provisions, higher margin growth
projects in emerging markets and good liquidity. Crown's broad
geographic exposure, including a high percentage of sales from
faster growing emerging markets, is both a benefit and a source of
some potential volatility.

The rating is constrained by the company's concentration of sales,
exposure to international markets and risks inherent in its
strategy to grow in emerging markets. The rating is also
constrained by the ongoing asbestos liability. The company has
exposure to segments which can be affected by weather and crop
harvests and to mature industry sectors like carbonated soft
drinks. Approximately 50% of sales stem from the sale of beverage
cans. Crown is also completely concentrated in metal packaging,
which may be subject to substitution with other substrates in
certain markets depending on relative pricing and new
technologies.

The ratings could be downgraded if there was deterioration in the
credit metrics, more aggressive financial policies, deterioration
in the cushion under existing financial covenants, and/or
deterioration in the competitive or operating environment.
Additionally, a significant acquisition or change in the asbestos
liability could also trigger a downgrade. Specifically, the rating
could be downgraded if the EBIT interest coverage declines to
below 3.7 times, leverage remained above 3.8 times and free cash
flow to debt remained below 8.5%.

The ratings could be upgraded if Crown commits to maintaining
financial policies and a capital structure that are consistent
with an investment grade rating and achieves a sustainable
improvement in credit metrics within the context of a stable
operating and competitive environment. Specifically, the ratings
could be upgraded if leverage declined to below 3.0 times, EBIT
interest coverage improves to over 4.0 times, the EBIT margin
remains in the double digits, and free cash flow to total debt
improves to over 10%.

The principal methodology used in rating Crown was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


DAMES POINT: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Dames Point Development, LLC
        822 A1A North Unit 208
        Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 12-08208

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $2,250,000

Scheduled Liabilities: $175,000

A copy of the Company's list of two unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb12-08208.pdf

The petition was signed by Paul Rohan, managing member.


DESERT HAWK: Board Corrects Note Terms to Clarify Interest Payment
------------------------------------------------------------------
The Board of Directors of Desert Hawk Gold Corp., approved
corrections to the Amended and Restated 15% Convertible Promissory
Notes entered into on July 14, 2010, between the company and West
C. Street LLC and Ibearhouse, LLC.  The Amended Notes were
recently extended for an additional one-year period.  After
reviewing the Amended Notes subsequent to that filing, the Company
and the Note Holders mutually determined that the Amended Notes as
originally drafted inadvertently contained language which provided
that no interest would be paid by the Company during the extended
term of the Amended Notes.  The parties have corrected the notes
to provide that interest would continue to be paid during the
extended period of the Amended Notes.  Copies of the corrected
Amended Notes are available for free at:

                        http://is.gd/P5ytcF
                        http://is.gd/gHXs7a

                         About Desert Hawk

Desert Hawk Gold Corp., an exploration stage company, engages in
the acquisition and exploration of mineral properties.  The
company has interests in 334 unpatented claims, including the
unpatented mill site claim, 42 patented claims, and 5 Utah state
mineral leases located on state trust lands covering approximately
33 square miles in the Gold Hill Mining District in Tooele County,
Utah.  It also holds eight unpatented mining claims in Yavapai
County, Arizona.  The company was formerly known as Lucky Joe
Mining Company and changed its name to Desert Hawk Gold Corp. in
April 2009.  Desert Hawk Gold Corp. was incorporated in 1957 and
is based in Spokane, Washington.

Desert Hawk reported a net loss of $4.77 million in 2011,
following a net loss of $2.85 million in 2010.  Desert Hawk
reported a net loss of $1.44 million for the three months ended
June 30, 2012, compared with a net loss of $2.56 million for the
same period during the prior year.

DeCoria, Maichel & Teague, PS, in Spokane, Washington, issued a
"going concern" qualification on the consolited financial
statements for the hear ended Dec. 31, 2011.  The independent
auditors noted that the Company has an accumulated deficit through
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $1.43
million in total assets, $6.84 million in total liabilities and a
$5.40 million total stockholders' deficit.


DIAGNOSTIC VENTURES: Clifford Chance Wins in Securities Suit
------------------------------------------------------------
A Pennsylvania federal judge ruled that Clifford Chance LLP had no
liability for an alleged scheme that led to the 2003 bankruptcy of
Diagnostic Ventures Inc., releasing the law firm from the long-
running investor class action over the bankruptcy, Dan Packel of
BankruptcyLaw360 reported.

U.S. District Judge Legrome Davis granted summary judgment in
favor of the law firm, concluding there was no evidence that the
investors who claimed they suffered as a result of the scheme had
relied on the firm's supposedly deceptive acts, the report added.

Diagnostic Ventures, Inc., was a healthcare finance company that
extended loans to medical providers to facilitate the purchase of
diagnostic medical equipment and leasehold improvements, and
offered lines of credit for working capital secured by healthcare
receivables.  Founded in 1986, DVI was a publicly traded company
with reported assets of $1.7 billion in 2003.  Its common stock
began trading on the New York Stock Exchange in 1992. It issued
two tranches of 9 7/8% senior notes: the first, issued in 1997,
totaled $100 million; the second, issued in 1998, totaled $55
million.

On Aug. 13, 2003, DVI announced it would file for
Chapter 11 bankruptcy protection resulting from the public
disclosure of alleged misrepresentations or omissions as to the
amount and nature of collateral pledged to lenders.  In the
ensuing years, its common stock and 1997 Notes were de-listed
from the NYSE, the Securities and Exchange Commission and
Department of Justice undertook investigations, its former Chief
Financial Officer, Steven Garfinkel, pleaded guilty to fraud, the
bankruptcy trustee and multiple lenders filed lawsuits, and the
company dissolved.


DEWEY & LEBOEUF: Judge Postpones Approval of Disclosure Statement
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reports that a New York
bankruptcy judge directed Dewey & LeBoeuf LLP to clean up the
language of the disclosure statement accompanying its proposed
liquidation plan and postponed his decision on approving the
statement until Monday.

At a hearing, U.S. Bankruptcy Judge Martin Glenn instructed the
fallen firm, its creditors and liquidating trustee Brian Masumoto
to consult and return to him with a disclosure statement that
plainly states the preservation of any potential direct claims
against participating partners, the Law360 report relates.

Confusion over how much legal protection former Dewey & LeBoeuf
partners are getting under a settlement with the defunct firm's
estate may slow what Dewey advisers hoped would be swift
confirmation of the Chapter 11 plan they have drawn up for
repaying creditors, the American Bankruptcy Institute reported.

                        About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets --
such as insurance, claims against firm management and lawsuits --
the plan divides proceeds, with lenders receiving 60% to 70% and
unsecured creditors taking the remainder.

A hearing to approve the explanatory Disclosure Statement is set
for Jan. 3 at 2:00 p.m.  Objections to the Disclosure Statement
are due Dec. 24.  The Debtor aims a confirmation hearing to
approve the plan by the end of February.


DIALOGIC INC: Hearing on NASDAQ Appeal Set for March 7
------------------------------------------------------
Dialogic Inc. received a deficiency letter, dated June 27, 2012,
from the Listing Qualifications Department of The NASDAQ Stock
Market, notifying it that, for the prior 30 consecutive business
days, the market value of the Company's publicly held shares had
been below the minimum $15 million requirement for continued
listing on The NASDAQ Global Market pursuant to NASDAQ Listing
Rule 5810(c)(3)(D).  In accordance with the NASDAQ Listing
Standards, the Company was given 180 calendar days, or until Dec.
24, 2012, to regain compliance with the Market Value Rule.  To
regain compliance, the market value of the Company's public held
shares must close at $15 million or more for a minimum of 10
consecutive business days.

On Dec. 26, 2012, the Company received a Staff Determination
Letter from the Staff notifying that the Company had not regained
compliance with the Market Value Rule except for 15 trading days
from August 15 through Sept. 5, 2012, for which the Staff
determined to exercise its discretionary authority and not deem
the Company in compliance with the Market Value Rule.  The
Dec. 26 Staff Determination Letter also stated that the Company's
securities would be scheduled for delisting from The NASDAQ Global
Market and suspended at the opening of business on Jan. 4, 2013,
unless the Company requested an appeal of Staff's decision to the
Hearings Panel in accordance with the procedures set forth in the
NASDAQ Listing Rule 5800 Series.

Accordingly, the Company has requested a hearing before the Panel;
this request has already been granted, and a hearing has been
scheduled for March 7, 2013.  Moreover, under the NASDAQ Listing
Rules, and as has already been confirmed to the Company, this
request for a hearing has automatically stayed the delisting of
the Company's common stock pending the issuance of a determination
by the Panel.  However, the Company cautioned there can be no
assurance that the appeal would be successful.

                           About Dialogic

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

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $126.69
million in total assets, $140.69 million in total liabilities and
a $13.99 million total stockholders' deficit.

                        Bankruptcy warning

The Company has said in regulatory filings that, "In the event of
an acceleration of our obligations under the Term Loan Agreement
or Revolving Credit Agreement and our failure to pay the amounts
that would then become due, the Revolving Credit Lender or Term
Lenders could seek to foreclose on our assets.  As a result of
this, we would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code and/or our affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, we could seek to reorganize our
business, or we or a trustee appointed by the court could be
required to liquidate our assets."


DIGITAL DOMAIN: Disney Trying to Upset Patent Sale
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Walt Disney Co. is hoping a U.S. district judge in
Delaware will reverse a ruling from the bankruptcy court in favor
of Digital Domain Media Group Inc. and allow the continued use of
technology for converting conventional two-dimensional movies into
three-dimensional films.

The report recounts that RealD Inc. was granted approval Dec. 21
to buy 3D conversion technology for $5.45 million from Digital
Domain, known as DDMG Estate now that most of the assets have been
sold.  Disney, based in Burbank, California, unsuccessfully
objected to the RealD sale, contending it purchased a license for
the technology from a company that sold the patents to DDMG.

The report relates that the bankruptcy judge wrote an opinion in
December concluding that the sale to RealD cuts off Disney's right
to use the technology except for projects then in progress.

According to the report, Disney appealed and filed papers Jan. 2
in U.S. District Court in Delaware seeking a stay pending appeal.
Disney is afraid that completion of the sale will extinguish its
rights in the technology even if it wins the appeal.  Disney
contends the appeal raises "an issue of first impression"
regarding the interplay of patent and bankruptcy law.  Disney said
in its papers that RealD is automatically precluded from
completing the sale until Jan. 4. Consequently, Disney wants a
district judge to hold up the sale until the appeal is completed
in two or three months.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DYNASIL CORP: Filing of 2012 Form 10-K Will Be Delayed
------------------------------------------------------
Dynasil Corporation of America is unable to file its annual report
on Form 10-K for the period ended Sept. 30, 2012, within the
prescribed time period without unreasonable effort or expense for
these reasons:

1. As disclosed in the Company's current Report on Form 8-K filed
   on Dec. 31, 2012, the Company is in default of the financial
   covenants set forth in the terms of its outstanding
   indebtedness with respect to its fiscal year ended Sept. 30,
   2012.  Management has spent considerable time and effort
   addressing this financial covenant default, including
   discussions with its senior lender, the ongoing evaluation of
   various strategic and restructuring alternatives and an
   analysis of the covenant failure and its effect on the
   Company's financial statements for the 2012 Fiscal Year.  With
   respect to the latter, as a result of the recent
   underperformance underlying the covenant failure, the Company
   is conducting, and has yet to complete its review and
   assessment of impairment on its goodwill and long-lived assets.
   The Company expects to record significant non-cash impairment
   charges in the fiscal fourth quarter though at this time the
   Company cannot provide an estimate of such impairment charges.
   Given the uncertainty created by the default, the Company's
   independent registered public accounting firm will include an
   explanatory paragraph indicating substantial doubt about the
   Company's ability to continue as a going concern in their audit
   opinion, as required by the professional auditing standards.

2. With respect to the preparation of the Form 10-K and financial
   statements for the 2012 Fiscal Year and the finalization of the
   audit process relating thereto, the following have not yet been
   completed:

   -- Management has not completed its assessment of the design
      and  operating effectiveness of the Company's internal
      controls over financial reporting, which will be included in
      the Form 10-K for the 2012 Fiscal Year.

   -- There are ongoing analyses being conducted regarding the
      impairment of certain long-lived assets and goodwill.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.


EAST COAST DIVERSIFIED: Amends 2011 Annual Report on Form 10-K
--------------------------------------------------------------
East Coast Diversified Corporation filed an amended Form 10-K with
the U.S. Securities and Exchange Commission disclosing a net loss
of $2.28 million on $612,482 of total revenues for the year ended
Dec. 31, 2011, compared with a net loss of $2.31 million on
$612,482 of revenues as originally reported.

The Company's restated balance sheet at Dec. 31, 2011, showed
$2.07 million in total assets, $3.79 million in total liabilities,
$1.10 million in commitments and contingencies, and a $2.83
million total stockholders' deficit.  The Company previously
disclosed $2.03 million in total assets, $4.90 million in total
liabilities, and a stockholders' deficit of $2.87 million.

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

                       http://is.gd/NZd78b

                   About East Coast Diversified

East Coast Diversified Corporation, headquartered in Marietta,
Georgia, through its majority owned subsidiary, EarthSearch
Communications International, Inc., offers a portfolio of GPS
devices, RFID interrogators, integrated GPS/RFID technologies and
Tag designs.

As reported by the Troubled Company Reporter on April 20, 2012,
Drake & Klein CPAs, in Clearwater, Fla., expressed substantial
doubt about East Coast Diversified'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 the
Company has not generated revenue and has not established
operations.


EASTMAN KODAK: Files Valuation, Profitability Report With SEC
-------------------------------------------------------------
Eastman Kodak Company and its subsidiaries filed a Form B26
(Periodic Report Regarding Value, Operations and Profitability of
Entities in which the Estate Holds a Substantial or Controlling
Interest) as of and for the period ending Sept. 30, 2012, with the
U.S. Securities and Exchange Commission.

The Periodic Report consists of three exhibits:

   -- Exhibit A contains a valuation estimate for the Non-Debtor
      entities as of a date not more than two years prior to
      Dec. 28, 2012.  It also contains a description of the
      valuation method used.

   -- Exhibit B contains a balance sheet, a statement of income
      (loss), a statement of cash flows, and a statement of
      changes in shareholders' or partners' equity (deficit) for
      the period covered for each Non-Debtor Entity, along with
      summarized footnotes.

   -- Exhibit C contains a list of all active entities of the
      Company, including identified Debtor entities.

For the nine months ended Sept. 30, 2012, Eastman Kodak reported a
consolidated net loss of $977 million on $2.99 billion of revenue.
The consolidated balance sheet at Sept. 30, 2012, showed $4.40
billion in total assets, $7.63 billion in total liabilities and a
$3.23 billion total deficit.

A copy of the Periodic Report is available for free at:

                        http://is.gd/m5UACA

                        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.


EASTMAN KODAK: Kyocera Sues Over Camera, Printer Patents
--------------------------------------------------------
Electronics manufacturer Kyocera Corp. launched a patent suit
against Eastman Kodak Co. in New York bankruptcy court Friday,
claiming Kodak began selling products infringing 15 of its patents
after the film company filed for bankruptcy

Helen Christophi of BankruptcyLaw360 reported that Japan-based
Kyocera claims Kodak began making and selling electronics
infringing Kyocera's U.S. patents on technology it uses in its
digital cameras and printers after it filed for Chapter 11
bankruptcy protection last January.

"Kodak also has been and is now contributing to and inducing
others to infringe Kyocera's U.S. patents," Kyocera said in court
papers, according to BLaw360.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kyocera Corp. contends there are flaws in Eastman
Kodak Co.'s $525 million sale of digital-imaging technology
scheduled for court approval on Jan. 11.

According to the Bloomberg report, Kyocera, based in Tokyo,
contends Kodak agreed when setting up the sale that the rights of
licensees and others with interests in the technology wouldn't be
altered. Now, according to Kyocera's filing in bankruptcy court,
Kodak intends to terminate licenses previously granted to the
technology.  In addition, Kyocera filed a lawsuit in bankruptcy
court Jan. 4 contending that Kodak is infringing patents it owns.

The Bloomberg report relates that Kyocera's objection to the sale
will be hashed out at the Jan. 11 hearing.  Kodak arranged the
sale with a group of buyers when the technology didn't command a
price the company said might reach $2.5 billion.  The buyers are
12 of the world's largest technology companies.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded Jan. 3 for 11.25 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.


ECOSPHERE TECHNOLOGIES: Dean Becker and John Brewster Join Board
----------------------------------------------------------------
The Board of Directors of Ecosphere Technologies, Inc., appointed
Dean Becker and John Brewster to the Company's Board effective
Jan. 1, 2013.  Mr. Becker's appointment is contingent on entering
into a Consulting Agreement.

Mr. Becker is Chief Executive Officer of ICAP Patent Brokerage and
ICAP Ocean Tomo Auctions.  Mr. Becker is a leading expert on
monetizing intellectual property.  Until August 2012, Mr. Brewster
served as Chief Executive Officer and President of NAES
Corporation, the world's largest third party power plant operating
company.

In connection with his appointment, under the 2006 Equity
Incentive Plan, Mr. Brewster will receive an automatic grant of
$40,000 of shares of common stock and $40,000 of options (with the
exact number based upon the closing price as of Dec. 31, 2012).
Mr. Brewster also is a consultant to the Company on wastewater
treatment solutions and receives a fee of $2,000 per month.
Subject to execution of a Consulting Agreement, Mr. Becker will
serve as a part-time advisor to the Company.  Mr. Becker's role
will be to work with the Company's founder, Mr. Dennis McGuire, in
accelerating the deployment of the Company's patented Ozonix
technology in fields beyond U.S. onshore energy production.  The
Company is negotiating a Consulting Agreement with Mr. Becker
which is expected to incentivize him to assist in monetizing the
Company's intellectual property.  The proposed compensation would
be in lieu of the automatic grant under the Plan.

On Dec. 20, 2012, the Board approved a new grant to Mr. Dennis
McGuire, the Company's founder and Chief Technology Officer of
6,000,000 five-year stock options, exercisable at $0.36 per share
with one-third vesting on Jan. 1, 2013, and the balance quarterly
over a two-year period.  The options were issued in connection
with negotiations for a new three-year Employment Agreement and
are only effective upon signing a new Employment Agreement.

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$11.70 million in total assets, $4.41 million in total
liabilities, $4.05 million in total redeemable convertible
cumulative preferred stock, and $3.22 million in total equity.


EMMIS COMMUNICATIONS: Operating Unit Has $100MM Credit Facility
---------------------------------------------------------------
Emmis Operating Company, a wholly owned subsidiary of Emmis
Communications Corporation, entered into a credit facility to
provide for total borrowings of up to $100 million, including
(i) a $80 million term loan and (ii) a $20 million revolver, of
which $5 million may be used for letters of credit.

A portion of the proceeds under the Credit Facility were used to
repay (i) EOC's indebtedness under and terminate the Amended and
Restated Revolving Credit Agreement and Term Loan Agreement dated
as of Nov. 2, 2006, as amended, to which EOC and ECC are a party
and for which Bank of America, N.A., acted as administrative agent
and (ii) the Note Purchase Agreement dated as of Nov. 11, 2011,
between Emmis Communications Corporation, as Issuer, and Zell
Credit Opportunities Master Fund, L.P., as Purchaser, as amended.

In addition to repaying the Existing Credit Agreement and the
Existing Note Purchase Agreement in full, the proceeds of the
borrowings under the Credit Facility will be used for working
capital needs and other general corporate purposes of Emmis, and
certain other transactions permitted under the Credit Facility.

All outstanding amounts under the Credit Facility bear interest,
at the option of EOC, at a rate equal to the Eurodollar Rate or an
alternative base rate plus a margin.  The margin over the
Eurodollar Rate or the alternative base rate varies (ranging from
2.50% to 5.00%), depending on Emmis' ratio of consolidated total
debt to consolidated EBITDA, as defined in the agreement.
Interest is due on a calendar month basis under the alternative
base rate and at least every three months under the Eurodollar
Rate.  Beginning 60 days after closing, the Credit Facility
requires Emmis to maintain fixed interest rates, for at least one
year, on a minimum of 50% of its total outstanding debt.

The term loan and revolver both mature on Dec. 28, 2017.
Beginning April 1, 2013, the borrowings under the term loan are
payable in quarterly instalments equal to 2.50% of the term loan,
with the remaining balance payable Dec. 28, 2017.  Proceeds from
raising additional equity, issuing additional subordinated debt or
from asset sales, as well as excess cash flow, subject to certain
exceptions, are required to be used to repay amounts outstanding
under the Credit Facility.

Borrowing under the Credit Facility depends upon the Company's
continued compliance with certain operating covenants and
financial ratios, including leverage and fixed charge coverage.
The operating covenants and other restrictions with which the
Company must comply include, among others, restrictions on
additional indebtedness, incurrence of liens, engaging in
businesses other than the Company's primary business, paying
certain dividends, redeeming or repurchasing capital stock of
Emmis, acquisitions and asset sales.  No default or event of
default has occurred or is continuing.  The Credit Facility
provides that an event of default will occur if there is a change
in control of Emmis.  The payment of principal, premium and
interest under the Credit Facility is fully and unconditionally
guaranteed, jointly and severally, by ECC and most of its existing
wholly-owned domestic subsidiaries.  Substantially all of Emmis'
assets, including the stock of Emmis' wholly-owned, domestic
subsidiaries are pledged to secure the Credit Facility.

A copy of the Credit Facility is available at http://is.gd/aMWSjl

                    Employment Pact with CEO

Effective Dec. 26, 2012, Emmis Operating Company entered into a
three-year employment agreement with Jeffrey H. Smulyan, who
currently serves as the Company's Chairman of the board of
directors and Chief Executive Officer.

Mr. Smulyan's base salary is $900,000 in the first contract year
commencing on March 1, 2013, with increases of $25,000 for each
succeeding contract year.  Mr. Smulyan's employment agreement will
automatically renew following the initial three-year term for
additional one-year terms unless either the company or Mr. Smulyan
provides the other with written notice of non-renewal prior to
December 31 of the initial or subsequent term, as applicable.  Mr.
Smulyan's annual incentive compensation target is 125% of his base
salary and will be paid, if at all, based upon achievement of
certain performance goals to be determined by the Company's
compensation committee.  The Company retains the right to pay any
annual incentive compensation in cash or shares of the Company's
Class A common stock.

In connection with execution of the agreement, the company paid
Mr. Smulyan a $700,000 signing bonus and Emmis Communications
Corporation forgave the balance of a loan payable from Mr. Smulyan
which had a balance of $1,151,966 as of Nov. 30, 2012.  Each year
the agreement remains in effect, Mr. Smulyan is entitled to
receive an option to acquire 150,000 shares of the Company's Class
A common stock.  On or about March 1, 2013, Mr. Smulyan will
receive a grant of 400,000 restricted shares of the Company's
Class A common stock, which will vest in installments on March 1
of each of 2014, 2015 and 2016.  Mr. Smulyan will continue to
receive an automobile allowance and will continue to be reimbursed
for up to $10,000 per year in premiums for life and disability
insurance and retains the right to participate in all of the
Company's employee benefit plans for which he is otherwise
eligible.

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.

                           *     *     *

As reported by the TCR on Oct. 16, 2012, Moody's Investors Service
placed the ratings of Emmis Communications Corporation on review
for upgrade, including Corporate Family Rating currently at B3,
following the company's earnings release for 2Q12 (ended
Aug. 31, 2012) indicating good performance for radio operations
and plans to refinance existing high coupon debt facilities.


FELCOR LODGING: S&P Ups Issuer Credit Rating to 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
FelCor Lodging L.P.'s 10% senior notes due 2014 to '1', indicating
S&P's expectation of 90% to 100% recovery for noteholders in the
event of a payment default from '3' (50% to 70% recovery
expectation).  This resulted in our raising our issue-level rating
on the notes to 'B+' from 'B-', in accordance with our notching
criteria for a '1' recovery rating.  The issue-level rating was
removed from CreditWatch, where it was placed with positive
implications on Dec. 12, 2012.  FelCor Lodging L.P. is a
subsidiary of FelCor Lodging Trust Inc.

The rating action reflects the closing of the company's
$525 million 5.625% senior secured notes due 2023 and the use of
proceeds to repay $258 million of the 10% senior secured notes due
2014 ($492 million in notes were outstanding at Sept. 30, 2012).
The repayment of a portion of the company's 10% senior secured
notes resulted in a lower level of secured debt outstanding under
S&P's simulated default scenario compared with the previous
analysis.  This increases recovery prospects for the 10% senior
secured notes enough to warrant the upward revision to S&P's
recovery and issue-level ratings on the notes.

RATINGS LIST

FelCor Lodging Trust Inc.

Corporate Credit Rating    B-/Stable/--

RATINGS REVISED
                                   To    From
FelCor Lodging L.P.
10% sr nts due 2014        B+    B-/Watch Pos
   Recovery Rating           1      3


FNBH BANCORP: Investors Offer to Buy $26.7MM in Securities
----------------------------------------------------------
FNBH Bancorp, Inc., completed the subscription phase of its
private placement for the sale of its securities as part of its
recapitalization efforts.  The Company received subscriptions from
accredited investors in the maximum aggregate amount of
approximately $26.7 million for the purchase from the Company of
securities denominated as "Units," subject to the Company's
acceptance of certain of the final subscriptions and the
satisfaction of various conditions.  Each Unit subscribed to be
purchased is for a price of $1,500 and consists of 715 shares of
the Company's common stock and $1,000 principal amount of 10%
subordinated debentures to be issued by the Company.  The per Unit
price reflects a price of $0.70 per share of common stock.

An amount equal to approximately $22.9 million of the total amount
subscribed has been funded into an escrow account maintained by
the Company; however, these funds also remain subject to the
conditions, and there is no guarantee the Company will receive any
minimum amount of proceeds from the sale of its securities
pursuant to these funded subscriptions.

The Company's sale of any securities pursuant to the subscriptions
received is subject to a number of material conditions, including
the Company's acceptance of certain of the final subscriptions
received; the Company's receipt of prior regulatory approval; a
condition regarding the existence or terms of any formal
regulatory enforcement action against First National Bank in
Howell, the Company's wholly-owned bank subsidiary; compliance by
one or more investors with federal law applicable to the
acquisition of "control" of a bank holding company such as the
Company; and certain other conditions.  The satisfaction or waiver
of some of these conditions is out of the control of the Company.
There is no guarantee the Company will sell any securities
pursuant to the subscriptions received or, if any securities are
sold, the amount of securities sold or the timing of the sale.  It
is possible that one or more of these conditions could prevent the
Company's sale of some or all of the securities subscribed.  If
the necessary conditions are satisfied or waived, the Company
currently expects the closing of its sale of securities pursuant
to this private placement to take place in the first quarter of
2013.

If the Company is successful in selling securities pursuant to the
subscriptions received, it intends to use a substantial portion of
the net proceeds to provide additional capital to its subsidiary
bank.

This pending private placement was made only to accredited
investors within the meaning of Rule 501 of Regulation D,
promulgated under the Securities Act of 1933, as amended.

The offer and sale by the Company of these securities will not be
registered under the Securities Act or any state securities laws
and, unless so registered, may not be offered or sold except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state laws.

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

Following the 2011 results, BDO USA, LLP, in Grand Rapids,
Michigan, expressed substantial doubt about FNBH Bancorp's ability
to continue as a going concern.  The independent auditors noted
that Corporation's subsidiary bank is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action with its primary regulator, the Office of the Comptroller
of the Currency.  "The consent order requires management to take a
number of actions, including, among other things, increasing and
maintaining its capital levels at amounts in excess of the Bank's
current capital levels.  The Bank has not yet met the higher
capital requirements and is therefore not in compliance with the
consent order."

The Company's balance sheet at Sept. 30, 2012, showed $305.90
million in total assets, $298.95 million in total liabilities and
$6.94 million in total shareholders' equity.


FR 160: Pre-Trial Conferences Scheduled for Jan. 22, and Feb. 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, according
to minutes of Dec. 18, 2012, hearing, will convene pre-trial
conferences on Jan. 22, and Feb. 19, 2013, at 9 a.m., to consider
the confirmation of FR 160, LLC's Chapter 11 Plan of
Reorganization, and creditor Flagstaff Ranch Golf Club's motion
for adequate protection.

At the hearing, the Court will also consider the objection of
Flagstaff Ranch to the confirmation of the Debtor's Plan.

Flagstaff Ranch explained that the Debtor's Plan proposes to force
the Golf Club to wait up to 10 years to be paid while allowing the
Debtor to continue trying to sell lots, which the Debtor has been
unable to do for quite some time, all while the Debtor's sole
member retains its equity interest for a new value contribution
equal to less than one (1) year's worth of payments to the Golf
Club under the substantially extended repayment plan proposed in
the Plan.

On Oct. 22, the Hon. Redfield T. Baum, approved adequacy of the
First Amended Disclosure Statement explaining the Plan of
Reorganization dated Sept. 10, 2012, which provides that cash
payments under the Plan will be generated from (i) new value
contributed by IMHFC, the parent company of the Debtor and owner
of 100% of the Debtor's membership interests, in the amount of
$500,000; (ii) revenues derived from the sale of lots by the
Debtor or the Reorganized Debtor; and (iii) the net proceeds from
any Debtor Causes of Action.

Under the Plan each holder of an Allowed General Unsecured Claim
will receive in full satisfaction of the Allowed Claims its pro
rata share of 5% of the Gross Sale Price for any Lot.  The
payments will be made in annual installments on first business bay
of the calendar year over a 5-year period commencing Jan. 2, 2013.

In exchange for the contribution of new value to the Reorganized
Debtor, IMHFC will retain its equity interests in the
Reorganized Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/FR_160_ds_1amended.pdf

                           About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  FR 160 LLC filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent Creditor
Flagstaff Ranch Golf Club as counsel.


FREDERICK DARREN BERG: Commerce Bank Wins Dismissal of Trust Suit
-----------------------------------------------------------------
The Commerce Bank of Washington, N.A., won partial victory after
Bankruptcy Judge Karen A. Overstreet in Seattle granted its
request to dismiss a lawsuit commenced by Mark Calvert, as
liquidating Trustee of Meridian Investors Trust, et al.  The
judge, however, gave the trustee leave to amend his complaint by
March 25.

Mr. Calvert sued Commerce Bank and Zions Bancorporation for their
alleged roles in a massive Ponzi scheme perpetrated by Frederick
Darren Berg.  Mr. Berg is a debtor in his own individual
bankruptcy proceeding, along with six other related entities.  The
Bankruptcy Court is presiding over 12 bankruptcy cases involving
debtors that are/were investment funds and one affiliated entity
formerly owned, managed or controlled by Mr. Berg.  Those debtors
have been substantively consolidated into one proceeding referred
to as the "Meridian Bankruptcy."

In June 2011, the Bankruptcy Court confirmed a Chapter 11 plan for
the Meridian entities.  The Plan provides for the creation of the
Liquidating Trust for the Substantively Consolidated Meridian
Funds, a/k/a/ The Meridian Investors Trust.  Mr. Calvert is acting
as the Liquidating Trustee of the Meridian Investors Trust, which
holds all of the claims of the consolidated bankruptcy estates.

The Trustee sued the two banks, on behalf various individuals who
are alleged to have invested in 11 Meridian funds managed by Mr.
Berg.  The Complaint alleges that pursuant to the terms of the
Plan, the Investors have assigned certain claims, including their
claims against Commerce Bank, to the Trustee for the purpose of
joint pursuit on their behalf.  Alternatively, the Trustee
contends that if the assignments are not treated as valid for
these proceedings, the Investors are themselves separate, named
plaintiffs.

The complaint alleges two causes of action against Commerce Bank:
that Commerce Bank, as the bank used by Mr. Berg and the Meridian
Funds, aided and abetted Mr. Berg's breach of fiduciary duty to
the Investors, and that Commerce Bank aided and abetted a fraud by
Mr. Berg perpetrated on the Investors.

Commerce Bank and Zions filed separate motions to dismiss.  After
Zions filed its motion, the plaintiffs docketed a notice of
dismissal without prejudice as to all claims against Zions.
Consequently, the Court proceeded only with Commerce Bank's
motion.

Commerce Bank raised a number of grounds for dismissal of the
Complaint.  Among others, Commerce Bank argued that the
relationship between the Investors and Mr. Berg -- that of
investor and manager of an investment company, respectively -- was
not, as a matter of law, one that could create fiduciary duties
owed by Mr. Berg directly to those individuals.  Commerce Bank
also argued that none of the accounts it maintained for Berg and
his related entities was a trust account, and that instead, all
such accounts were mere deposit accounts.

According to Judge Overstreet, the Complaint fails to include
sufficient allegations that the accounts from which funds were
diverted for Mr. Berg's personal use were trust accounts and that
the Trustee may not rely solely on a conclusory statement that the
accounts were trust accounts.  Instead, the Trustee must allege
sufficient facts to support the contention that the accounts were
intended to be trust accounts and that Commerce Bank had knowledge
of that intent.  Judge Overstreet also held that, in addition to
sufficiently alleging the breach of fiduciary duty by Mr. Berg,
the Complaint must sufficiently allege that Commerce Bank had
knowledge of that breach and substantially assisted in the breach.

The case is, MARK CALVERT, as liquidating Trustee of MERIDIAN
INVESTORS TRUST, et al. Plaintiffs, v. ZIONS BANCORPORATION, a
Utah ORDER ON COMMERCE BANK'S corporation; THE COMMERCE BANK OF
MOTION TO DISMISS WASHINGTON, N.A., a federally chartered
commercial bank, Defendants, Adv. Proc. No. 12-01767 (Bankr. W.D.
Wash).  A copy of the Court's Jan. 3, 2013 Order is available at
http://is.gd/1mn5gffrom Leagle.com.

                   About Meridian Mortgage and
                      Frederick Darren Berg

In November 2010, a federal grand jury in Seattle indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, served as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners were represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners were
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

On June 22, 2011, the Bankruptcy Court entered an order confirming
a consensual Chapter 11 plan in the Meridian bankruptcy.  The Plan
provides for the creation of the Liquidating Trust for the
Substantively Consolidated Meridian Funds, a/k/a/ The Meridian
Investors Trust.  Mr. Calvert was named Liquidating Trustee.

In February 2012, Mr. Berg was sentenced to 18 years in prison
after being convicted of defrauding investors.


GAME TRADING: Hastings Wins More Time to Challenge Claim Objection
------------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist gave her stamp of approval on a
Stipulation and Consent Order among Peter Chadwick, in his
capacity as Responsible Officer for the estates of Game Trading
Technologies, Inc. and Gamers Factory, Inc., and Hastings
Entertainment, Inc.

On Nov. 27, 2012, the Responsible Officer filed his First Omnibus
Objection to Certain (I) No Liability Claims, (II) Duplicative
Claims, and (III) Overstated Claims.  The deadline to respond to
the Omnibus Objection was Dec. 27, 2012.  Counsel for Hastings on
Dec. 27 contacted counsel for the Responsible Officer in an
attempt to resolve the objection to Hastings' claim no. 7 in case
number 12-11522. Hastings provided additional information to the
Responsible Officer, and he agreed to extend the time in which
Hastings has to respond to the Omnibus Objection in order to
review the new information.  The parties agreed to extend the
deadline to respond to the Omnibus Objection through and including
Jan. 4, 2013.

Hastings is represented by:

          John F. Massouh, Esquire
          SPROUSE SHRADER SMITH P.C.
          701 S. Taylor, Suite 500
          Amarillo, TX 79101
          Tel: (806) 468-3337
          Fax: (806) 373-3454
          E-mail: John.massouh@sprouselaw.com

A copy of the Stipulation and Consent Order approved Jan. 3, 2013,
is available at http://is.gd/0qdiEMfrom Leagle.com.

                  About Game Trading Technologies

Game Trading Technologies Inc., fka City Language Exchange, Inc.,
(OTC BB: GMTD) filed for Chapter 11 protection (Bankr. D. Md. Lead
Case No. 12-11519) on Jan. 30, 2012.  James Edward Van Horn, Jr.,
Esq., at McGuirewoods LLP, represents the Debtor.
WeinsweigAdvisors LLC's Marc Weinsweig serves as chief
restructuring officer.

When it filed for bankruptcy, Game Trading estimated $0 to $50,000
in assets and $1 million to $10 million in debts.  Affiliate
Gamers Factory, Inc., filed a separate petition for Chapter 11
relief (Bankr. D. Md. Case No. 12-11522) on the same day, listing
$1 million to  $10 million in both assets and debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The panel is represented by Gary H. Leibowitz, Esq.,
and G. David Dean, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A.

On Feb. 8, 2012, the Debtors filed their proposed plan of
reorganization and motion to establish bidding procedures for and
sale of substantially all of the companies' assets.  Pursuant to
the sale and bid procedures motion, the companies seek to sell,
subject to higher and better offers and bankruptcy Court approval,
substantially all of their assets to two stalking horse bidders,
DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.
Mantomi Sales, LLC, is 100% owned by Todd Hayes, the Debtors'
president and CEO.  Pursuant to the Mantomi Sales LLC asset
purchase agreement, (i) Mr. Hays was required to resign as
President and CEO of the companies on or before the execution of
the Mantomi APA; (ii) the companies' Chief Restructuring Officer
may employ Mr. Hays as an independent consultant to the companies
in matters unrelated to the sale; and (iii) nothing in the Mantomi
APA constitutes or will be deemed a breach of the employment
agreement between Mr. Hays and the companies.

Counsel for the Official Committee of Unsecured Creditors are Gary
H. Leibowitz, Esq., and G. David Dean, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A.


GENE CHARLES: Has Court OK to Hire Lederman Zeidler as Accountant
-----------------------------------------------------------------
Gene Charles Valentine Trust sought and obtained authorization
from the U.S. Bankruptcy Court for the Northern District of West
Virginia to employ Lederman, Zeidler, Gray & Co., LLP, as
accountant for the purpose of preparing its tax returns and
providing other necessary tax advice.

Lederman Zeidler will be paid at these hourly rates:

      Partners                     $225
      Professional Staff        $75 to $130
      Support Staff             $50 to $60

To the best of the Debtor's knowledge, Lederman Zeidler does not
hold or represent any interest adverse to the Debtor or the
Debtor's estate with respect to the matters regarding which W&P is
to be employed.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GENERAL MOTORS: Could Face $918MM Hit from Chap. 11-Related Suit
----------------------------------------------------------------
Bankruptcy Judge Robert Gerber could soon rule on whether the 2009
government-led restructuring of General Motors Co. improperly
favored hedge funds, the American Bankruptcy Institute reported.

                       About General Motors

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

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

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

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

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


GOLD RESERVE: Gets NYSE MKT Notice of Delisting Application
-----------------------------------------------------------
Gold Reserve Inc. on Jan. 4 disclosed that it has received a
written notice dated January 3, 2013, that the staff of the NYSE
MKT LLC intends to file a delisting application with the United
States Securities and Exchange Commission to remove the Company's
common shares from being listed on the Exchange.  The Company
intends to appeal the Exchange staff's decision.

The Exchange staff's position is that the Company did not
sufficiently comply with the terms of its plan announced October
31, 2011, that was implemented to allow the Company time to regain
compliance with the Exchange's continued listing standards by
December 20, 2012.  As a result, the Exchange staff believes the
Company no longer complies with the Exchange's continued listing
standards because, following the seizure of the Las Brisas mine by
the Venezuelan government in 2008, the Company ceased to be an
"operating company" under Sections 1002(c) and 1003(c)(i) of the
Exchange's Company Guide and did not remedy that status pursuant
to the Plan.

The terms of the Plan focused on the Company becoming an
"operating company" again, as defined by the Exchange staff.
Management believes that the Company has demonstrated substantial
compliance with the intent and spirit of the Plan to become an
"operating company" by signing an agreement effective April 26,
2012, granting the Company the right to earn an undivided 51%
interest in the La Tortuga property, a copper and gold prospect
located in Jalisco State, Mexico, and conducting exploration
activities at the La Tortuga property.  Additionally, management
believes the Company meets all other continued listing standards
of the Exchange and, as of market close on January 3, 2012, the
Company currently meets all the standards for initial listing
under Initial Listing Standard 4 (Section 103(d) of the Company
Guide).

The Company expects to appeal the Exchange staff's decision by
January 10, 2013, and will request an oral hearing before a
committee of the Exchange to be held at a later date.  There can
be no assurances that the Company's request for continued listing
will be granted.  During the appeal period the Company's shares
will continue to be listed for trading on the Exchange and will
continue to trade on the TSX Venture Exchange.

                         ICSID Arbitration

The Company's international arbitration against the Republic of
Venezuela regarding the illegal expropriation of its Venezuelan
properties is proceeding.  As reported earlier, the Tribunal held
an oral hearing in the case during the week of February 2012,
following which the parties were called upon to submit post
hearing briefs.  On July 25, 2012, the Tribunal issued a
procedural order requesting the production of further evidence
related to valuation issues.  Both parties have submitted
responses and the Tribunal has advised the parties that it will
provide further directions in early January 2013 on the
implementation of its procedural order and Venezuela has been
given until January 17, 2013 to respond to the points raised in a
submission of the Company dated December 10, 2012, in regard to
the July 25, 2012 procedural order.

Gold Reserve Inc. -- http://www.goldreserveinc.com-- is an
exploration-stage company.  The Company is engaged in the business
of acquiring, exploring and developing mining projects.  As of
December 31, 2011, the Company had not generated any revenues.
The Company?s subsidiaries include Gold Reserve Corporation, Gold
Reserve de Barbados Limited, Gold Reserve de Venezuela, CA,
Compania Aurifera Brisas del Cuyuni, SA, GR El Choco Limited and
GRI Minerales El Choco CA.  As of December 31, 2011, the Company
had no revenue producing mining operations.


GOTHAM CITY: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Gotham City Investments, LLC
        960 South Main Street
        Plantsville, CT 06479

Bankruptcy Case No.: 12-23057

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Gary J. Greene, Esq.
                  GREENE LAW, PC
                  11 Talcott Notch Road
                  Farmington, CT 06032
                  Tel: (860) 676-1336
                  Fax: (860) 676-2250
                  E-mail: bankruptcy@greenelawpc.com

Scheduled Assets: $775,000

Scheduled Liabilities: $1,223,671

A copy of the Company's list of two largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ctb12-23057.pdf

The petition was signed by Todd Meier, member.


GRANITE DELLS: Court Denies LLC's Motion to Quash Subpoenas
-----------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona denied Cavan Management Company, LLC's motion
to quash the subpoena issued JP Morgan Bank.

Several limited liability companies that are not debtors but were
or are affiliated with Granite Dells Ranch Holdings, LLC, filed a
motion to quash the subpoenas issued to two banks.  The documents
sought monthly bank statements and certain canceled checks of the
LLCs.

According to the Court, the law gave depositors no right in the
records of the bank and that the records be subpoenaed over the
objection of the depositor, and that the financial documents not
be further disclosed by the receiving parties and their attorneys
without further order of the Court.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.


HANKAMER VENTURES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hankamer Ventures, LP
        14315 Mindy Park Lane
        Houston, TX 77069

Bankruptcy Case No.: 12-39606

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Famose T. Garner, Esq.
                  GARNER SCOTT & JONES, PLLC
                  440 Louisiana Street, Suite 1575
                  Houston, TX 77002
                  Tel: (713) 236-8736
                  E-mail: ftgarner@gsjlawfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

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


HAWKER BEECHCRAFT: Kaye Scholer Approved for Compliance Issues
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Hawker Beechcraft, Inc., et al., to employ Kaye Scholer
LLP, as special counsel with respect to foreign regulatory and
compliance issues.  To the best of the Debtors' knowledge, Kaye
Scholer does not hold or represent an interest adverse to the
Debtors' estates.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HAWKER BEECHCRAFT: Bank Debt Trades at 46% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 53.75 cents-on-
the-dollar during the week ended Friday, Jan. 4, 2013, an increase
of 0.42 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 192 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HEALTHCARE FULFILLMENT: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Healthcare Fulfillment Services, LLC
        2500 Sylon Blvd.
        Hainesport, NJ 08036

Bankruptcy Case No.: 12-40069

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Gary Schafkopf, Esq.
                  HOPKINS & SCHAFKOPF, LLC
                  11 Bala Ave.
                  Bala Cynwyd, PA 19004
                  Tel: (610) 664-5200 ext. 104
                  Fax: (610) 664-5599
                  E-mail: gschafkopf@gmail.com

Scheduled Assets: $340,579

Scheduled Liabilities: $1,670,940

A copy of the Company's list of 20 largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/njb12-40069.pdf

The petition was signed by Michael A. Miller, president.


HEALTHCARE OF FLORENCE: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona has dismissed the Chapter 11 case of
Healthcare of Florence, LLC.

As reported by the Troubled Company Reporter on Sept. 13, 2012,
the Debtor and Florence Hospital, LLC, notified the Court that
they joined in the motion by Ilene J. Lashinsky, the U.S. Trustee
for Region 14, to dismiss their Chapter 11 cases.  The TCR
reported on Aug. 24, 2012, that the U.S. Trustee asked the
bankruptcy judge to dismiss the case, citing the Debtors'
continued funding issues.

The Debtors obtained several extensions of the use of cash
collateral and implemented cost-cutting measures.  The hospital
was compelled to essentially cease operations on June 14, 2012.
In early July 2012, the Debtors moved to reopen the Florence
Community Hospital in an effort to preserve its license so that
the hospital might be sold.  Florence Community Hospital Group, a
group of physicians and investors, was interested in managing the
hospital with the intent of eventually purchasing it.  This effort
failed.  The hospital remains closed.

                    About Healthcare of Florence

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The Debtor disclosed $42,244,804
in assets and $39,007,338 in liabilities as of the Chapter 11
filing.  The petition was signed by Edward McEachern, CEO of
Initiatives Healthcare, LLC, manager of debtor.

The U.S. Trustee appointed a three-member creditors committee.


HEALTHWAREHOUSE.COM INC: Incurs $1.6-Mil. Net Loss in 2nd Quarter
-----------------------------------------------------------------
HealthWarehouse.com, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $1.6 million on $3.0 million of net
sales for the three months ended June 30, 2012, compared with a
net loss of $1.1 million on $2.5 million of net sales of
$2.5 million for the same period ended June 30, 2011.

For the six months ended June 30, 2012, the Company had a net loss
of $3.2 million on $6.2 million of net sales as compared with a
net loss of $2.2 million on $4.8 million of net sales for the same
period ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $2.2 million
in total assets, $6.8 million in total liabilities, $752,226 of
Redeeemable Preferred Stock ? Series C, and a stockholders'
deficiency of $5.3 million.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012, and Dec. 31, 2011, the Company had negligible cash
and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company?s ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/vtJoyS

Florence, Kentucky-based HealthWarehouse.com, Inc., is a licensed
U.S. pharmacy and healthcare e-commerce company that sells
discounted brand name and generic prescription drugs and over-the-
counter (OTC) medical products.

                           *     *     *

As reported in the TCR on July 5, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HEARTLAND DENTAL: Moody's Lifts Rating on Sr. Facilities to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the first lien senior secured
credit facilities of Heartland Dental Care, LLC to Ba3 from B1.
The upgrade follows a shift in the capital structure by $50
million from the first lien term loan (reduced to $400 million
from $450 million) to the second lien term loan (increased to $250
million from $200 million) from the structure originally proposed,
resulting in Moody's expectation of a higher recovery rate for
first-lien lenders in a default scenario. At the same time,
Moody's affirmed the Caa1 rating on the company's second lien
senior secured term loan. The outlook for the ratings is stable.

Following is a summary of Moody's rating actions:

Ratings upgraded:

  $100 million 1st lien senior secured revolving credit facility,
  to Ba3 (LGD3, 30%) from B1 (LGD 3, 34%)

  $400 million (reduced from $450 million) 1st lien senior secured
  term loan, to Ba3 (LGD3, 30%) from B1 (LGD 3, 34%)

Ratings affirmed/LGD assessments revised:

  $250 million (increased from $200 million) 2nd lien senior
  secured term loan, to Caa1 (LGD5, 83%) from Caa1 (LGD 5, 86%)

  Corporate Family Rating, B2

  Probability of Default Rating, B2

The outlook is stable.

Ratings Rationale

The B2 Corporate Family Rating reflects the company's small
absolute size based on revenue and earnings, high financial
leverage, and modest interest coverage relative to other single-B
rated companies. Heartland's credit profile benefits from its
market position as the largest dental support services business in
the U.S., good diversity across services and geographies, positive
same store sales growth, and favorable long-term trends within the
DSO industry. On a pro forma basis for the twelve months ended
September 30, 2012, Heartland's debt to EBITDA including Moody's
Standard Adjustments was high at approximately 6.2 times. However,
Moody's expects that the near-term reduction of financial leverage
will remain largely within the company's control, depending on the
pace and magnitude of the company's growth strategy. While Moody's
views Heartland's base business as stable, the company is likely
to pursue an aggressive acquisition and de novo growth strategy
over the intermediate-term. The ratings are also constrained by
the high degree of regulatory oversight, given the company's
operation under a corporate integrity agreement (CIA).

The rating outlook is stable, and reflects Moody's assumption that
the company's affiliation and de novo growth strategy will be
financed predominantly through internally-generated cash flow. The
stable outlook also reflects Moody's assumption of low-to-mid
single digit same store revenue and earnings growth and Moody's
expectation that the company will improve financial leverage to
below 6.0 times on a Moody's adjusted basis by the end of 2013.

A downgrade could occur if Moody's believes that the company is
unlikely to reduce leverage to below 6.0 times by the end of 2013
on a Moody's adjusted basis, if free cash flow turns negative, or
if liquidity deteriorates. This could occur if Heartland
experiences slower same-store sales growth, or if the company
fails to decrease the recent aggressive pace of dental practice
affilations. The ratings could also be lowered if the company
faces any material adverse legal or regulatory event.

An upgrade of the ratings is unlikely over the near-term due to
the company's small absolute size, high degree of regulatory
oversight, and aggressive affiliation and de novo growth strategy,
which Moody's expects will limit debt repayment. Over time, if the
company exhibits good same store sales growth accompanied by a
more moderate affiliation and de novo growth strategy such that
adjusted leverage is sustained below 4.0 times and free cash flow
to debt exceeds 8%, Moody's could upgrade the ratings.

Headquartered in Effingham, Illinois, Heartland Dental Care
("Heartland") is the largest dental support services business in
the United States, both by revenue and number of offices. The
company provides support staff and comprehensive business support
functions under management service agreements (MSA) to its
affiliated dental practices, organized as professional
corporations ("PCs"). Under the MSAs, Heartland provides all
services necessary for the administration of the non-clinical
aspects of the dental operations, while the affiliated practices
are responsible for providing dental care to patients. In addition
to providing dental facilities (leased from third parties), dental
supplies and support staff to the affiliated practices, Heartland
also assists staff recruitment and training, quality assurance,
facilities management, employee benefits administration,
information systems and technology, marketing, and financial
planning and reporting. As of September 30, 2012, Heartland was
affiliated with 381 locally-branded dental offices, supporting 544
dentists across 21 states. During the twelve months ended
September 30, 2012, the company generated net revenue of
approximately $540 million.

The principal methodology used in rating Heartland Dental Care,
LLC was the Global Business & Consumer Service Industry Rating
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


HMX ACQUISITION: Feb. 5 Fixed as General Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established Feb. 5, 2013, at 5 p.m. (prevailing Eastern Time), as
the deadline for any individual or entity to file proofs of claim
against HMX Acquisition Corp., et al.

The Court also set April 19, at 5 p.m., as the governmental unit
bar date.

Original proofs of claim form must be sent to Epiq Bankruptcy
Solutions, LLC, the official noticing and claims agent in the
Debtors' cases:

  by first-class mail:

         HMX Acquisition Corp. Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5015
         New York, NY 10150-5015

  by hand delivery or overnight mail:

         HMX Acquisition Corp. Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

The Court approved the sale of men's suit maker HMX Group for
$70.1 million to Authentic Brands Group, which is owned by private
equity firm Leonard Green & Partners LP.


HOMEWARD RESIDENTIAL: S&P Cuts Issuer Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Homeward Residential Inc. to 'B' from 'B+' and
removed the rating from CreditWatch with negative implications,
where we had placed it on Oct. 4, 2012.  We subsequently withdrew
the issuer credit rating on Homeward Residential.  The issuer
credit rating on the newly combined firm, Ocwen, is 'B', and the
outlook is stable.

"The rating actions follow the Dec. 28, 2012, announcement that
Ocwen and WL Ross, a private equity firm that had controlled
Homeward Residential, completed the acquisition of Homeward
Residential," said Standard & Poor's credit analyst Jeff Zaun.
Consideration was $750 million, including $588 million of cash and
$162 million in Ocwen convertible preferred stock.  Ocwen paid off
Homeward's $375 million senior secured credit facilities.

"Our ratings on the combined firm, Ocwen Financial Corp., reflect
the company's history of shifts in its business strategy, its
reliance on wholesale funding, and its above-average operational
risk," said Mr. Zaun. "Ocwen's limited leverage, low-cost mortgage
servicing operations, and servicing operations that generate
strong cash flows offset these strengths."

The outlook on the combined firm, Ocwen, is stable.  We could
lower the ratings if the company pursues a more aggressive
acquisition strategy that increases leverage (as measured by cash
flow coverage of debt and interest).  We could downgrade Ocwen if
operational miscues or the debt burden created by acquisitions
leads to multiple quarterly losses or debt to adjusted EBITDA of
more than 3.5x.

An upgrade is unlikely for several quarters following the Homeward
and ResCap acquisitions because we will need to assess how the
acquisitions affect earnings and debt service.  We could upgrade
Ocwen following smooth integration of the acquisitions if earnings
remain strong and recourse debt to adjusted EBITDA (which is after
interest expense on match funding liabilities) remains below 2.5x
for multiple quarters.  In the longer term, upgrade potential will
remain limited by the uncertainty regarding the volume of subprime
servicing available once housing markets eventually stabilize.


HORIZON LINES: Zendan Promoted to EVP, Receives Pay Hike
--------------------------------------------------------
The Compensation Committee of the Board of Directors of Horizon
Lines, Inc., approved the promotion of Michael F. Zendan II from
Senior Vice President and General Counsel to Executive Vice
President and General Counsel in connection with additional
responsibilities assigned to him.  The Committee also approved an
increase of Mr. Zendan's base annual salary from $300,000 to
$370,000.

The Committee also granted Mr. Zendan 241,667 restricted stock
units subject to the terms of the Company's 2012 Incentive
Compensation Plan.  Thirty percent of the restricted stock units
will vest on March 31, 2014, and 20% of the restricted stock units
will vest on March 31, 2015, solely if Mr. Zendan remains in
continuous employment with the Company.  If Mr. Zendan remains in
continuous employment with the Company and certain performance
goals established by the Committee have been met, an additional
thirty percent of the restricted stock units will vest on
March 31, 2014, and an additional twenty percent of the restricted
stock units will vest on March 31, 2015.  If any of the
performance based restricted stock units do not vest on their
assigned performance date solely because the performance goals are
not met, then those restricted stock units will remain outstanding
and be eligible to vest on subsequent vesting dates to the extent
the Company achieves the performance goals for that subsequent
performance period.

All of the unvested restricted stock units will immediately vest
and no longer be subject to restriction immediately prior to a
change of control, as defined in the 2012 Plan.  All of the
restricted stock units carry dividend equivalent rights.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$620.50 million in total assets, $617.47 million in total
liabilities and $3.02 million in total stockholders' equity.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOSTESS BRANDS: Said to Be In Talks With Flowers, Grupo Bimbo
-------------------------------------------------------------
The Wall Street Journal's Mike Spector and Rachel Feintzeig report
that Flowers Foods Inc. and Grupo Bimbo SAB are in discussions to
acquire pieces of Hostess Brands Inc.'s bread business, according
to people familiar with the talks.  The sources told WSJ that
Hostess could disclose Flowers, Grupo Bimbo or others as opening
bidders in a looming bankruptcy-court auction for the assets as
soon as this week.  One source said the so-called stalking-horse
bids for the bread assets are on track to be disclosed as soon as
Thursday, though the timing could change.

One of the sources said Hostess is still determining how to split
up assets and package them for buyers. WSJ relates people familiar
with the talks said Hostess' bread brands are likely to be split
into at least two groups for sale, with Flowers and Grupo Bimbo as
leading contenders to reach deals to buy them subject to higher
offers in a court-supervised auction.  A spokesman for Hostess
said Saturday that the company "expects to establish up to a half-
dozen stalking-horse bids for substantially all of its assets."

WSJ relates one source said Hostess' bread brands could fetch more
than $350 million.  The bids are still being negotiated, so their
final values and structures aren't yet determined, the person
said. The source also said Hostess's cake business, including the
Twinkies brand, is expected to be sold later this year, and
negotiations with possible buyers remain in early stages.

Sources also told WSJ that Wal-Mart Stores Inc. and Kroger Co. are
also interested in Hostess's bread brands but aren't expected to
be opening bidders for them.  Other smaller companies are also in
discussions with Hostess, the person said.

WSJ relates spokesmen for Grupo Bimbo, Kroger and Wal-Mart have
declined to comment. A spokesman for Flowers didn't immediately
respond to a request for comment.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.

The bankruptcy judge signed a formal order on Nov. 30 giving final
approval to wind-down procedures. The latest budget projects the
$49 million loan for the Chapter 11 case being paid down to
$21.2 million by Feb. 22.


INNER CITY: Court Denies Plea to Appoint Chapter 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied Hugh Wyatt's motion to appoint a Chapter 11 trustee in the
cases of Inner City Media Corporation, et al.

As reported in the Troubled Company Reporter on Oct. 2, 2012,
according to Mr. Wyatt, founder and past officer of Inner City
Broadcasting Corporation, the parent company of the Debtor, the
Debtors have committed fraud, dishonestly, and gross mismanagement
of the affairs.  Mr. Wyatt said that the Chapter 11 trustee will
preserve assets and reorganize the Debtor to pay creditors in and
equitable manner.

                           About Inner City

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

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

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

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

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

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

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


INSTITUTE FOR NEUROLOGIC: Files Bankruptcy to Counter Receivership
------------------------------------------------------------------
Bloomberg News' David Armstrong reports that The Florida Institute
for Neurologic Rehabilitation Inc., a U.S. brain-injury treatment
center, and three affiliated corporations last week filed for
bankruptcy (Bankr. M.D. Fla. Case No. 13-00102) following reports
of abuse and neglect of patients by their caregivers.  In court
filings in U.S. Bankruptcy Court in in Tampa, Fla., FINR estimated
they owe between $3 million and $30 million to 103 to 346
creditors and that their assets total $150,000 or less.

According to Bloomberg, the bankruptcy filing came on the same day
that a unit of Regions Financial Corp. sued the institute,
claiming it defaulted on $31 million in real-estate loans.
Birmingham, Alabama-based Regions Bank said in its lawsuit that
patients' welfare is at risk because of financial problems and
mismanagement at the rehabilitation center in Wauchula, about 50
miles southeast of Tampa.  Regions Bank is seeking a court-
appointed receiver to take control of the center "pending the
foreclosure or other disposition of the collateral" for the loans.

According to Bloomberg, FINR stopped making payments to the bank
in August, has failed to give the government the payroll taxes
withheld from employees and hasn't paid real estate taxes and
routine operating expenses, according to the lawsuit.


INTERFAITH MEDICAL: Taps Nixon Peabody as Corporate Counsel
-----------------------------------------------------------
Interfaith Medical Center, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of New York for permission to employ
Nixon Peabody LLP as special corporate and healthcare counsel.

On Feb. 18, 2011, Nixon Peabody was retained by the Debtor as
counsel to provide general advice and assistance with regard to
general healthcare matters.

Nixon Peabody will, among other things:

   a) act as lead counsel in connection with any proposed
      transaction between the Debtor and one or more other
      hospitals regarding a future relationship;

   b) act as health care regulatory counsel;

   c) counsel the Debtor with respect to compliance matters,
      including matters that implicate health care fraud and abuse
      laws; and

   d) perform all other necessary or requested legal services.

The hourly rates of Nixon Peabody's personnel range from $240 to
$965.  The paralegals hourly rates range from range $140 to $480.

To the best of the Debtor's knowledge, Nixon Peabody does not have
an interest materially adverse to the Debtor's estate, or of any
class of creditors.

A hearing on Jan. 14, 2013, at 2 p.m. (Eastern Time) has been set.
Objections, if any, are due Jan. 7, 2013, at 4 p.m.

               About Interfaith Medical Center, Inc.

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  Bankruptcy Judge Jerome
Feller presides over the case.  Alan J. Lipkin, Esq., at Willkie
Farr & Gallagher LLP represents the Debtor in its restructuring
effort.  The Debtor estimates assets and debts at $100 million to
$500 million.  The petition was signed by Luis A. Hernandez,
president and chief executive officer.


ISC8 INC: Posts $19.6MM Net Loss in FY2012; Forbearance Extended
----------------------------------------------------------------
ISC8 Inc., formerly known as Irvine Sensors Corporation, filed
with the U.S. Securities and Exchange Commission its annual report
on Form 10-K disclosing a net loss of $19.66 million on $4.19
million of total revenues for the fiscal year ended Sept. 30,
2012, compared with a net loss of $15.76 million on $5.17 million
of total revenues for the fiscal year ended Oct. 2, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.14
million in total assets, $41.57 million in total liabilities and a
$35.42 million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that as of Sept. 30, 2012,
the Company has negative working capital of $10.1 million and a
stockholders's deficit of $35.4 million which raise substantial
doubt about the Company's ability to continue as a going concern.

A copy of the Form 10-K is available at http://is.gd/0Od2gN

           Forbearance with PFG Extended Until January 31

The Company was not in compliance with the financial covenants
contained in its Dec. 14, 2011, Loan and Security Agreement with
Partners for Growth III, L.P.  On Aug. 21, 2012, the Company and
PFG entered into a Forbearance, Limited Waiver and Consent under
Loan and Security Agreement; on Sept. 28, 2012, the Company and
PFG entered into an Extension of Forbearance Under Loan and
Security Agreement effective until Oct. 31, 2012; and on Oct. 31,
2012, the Company and PFG entered into a second Extension of
Forbearance Under Loan and Security Agreement effective until
Dec. 15, 2012.

Due to the Company's continued non-compliance with certain
financial covenants under the Loan Agreement, on Dec. 20, 2012,
the Company entered into a Third Extension of Forbearance Under
Loan and Security Agreement effective as of Dec. 15, 2012, until
Jan. 31, 2013.

The effectiveness of the Forbearance Extension is conditioned upon
the satisfaction by the Company of various conditions including
the execution and delivery of a counterpart to the Forbearance
Extension duly executed by an authorized officer of the Company,
payment of the PFG Expenses, the issuance and delivery of certain
warrants by Dec. 24, 2012, and updating the Company's
representations and warranties.  Any failure of any of the
conditions, unless waived by PFG in its sole discretion, will
constitute an event of default.

In consideration of granting the Forbearance Extension, the
Company agreed to:

   (a) pay to PFG its reasonable out-of-pocket fees and expenses
       (including all reasonable attorneys' fees and expenses) in
       connection with the Forbearance Extension; and

   (b) issue and deliver to PFG or its designees, seven-year
       warrants to purchase $225,000 in the aggregate of the
       securities issued (i) in capital raising transactions of up
       to 250,000,000 shares of the Company's Common Stock at the
       effective issue price in any such transaction, or (ii) if
       no transaction described in the foregoing subsection (b)(i)
       is consummated, in such other equity financing as is
       consummated by the Company.

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., ISC8 Inc., formerly known as
Irvine Sensors Corporation, (OTC BB: IRSN) -- http://www.irvine-
sensors.com/ -- is a vision systems company engaged in the
development and sale of miniaturized infrared and electro-optical
cameras, image processors and stacked chip assemblies and sale of
higher level systems incorporating said products.  Irvine Sensors
also conducts research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.


JER/JAMESON MEZZ: Plan Declared Effective Dec. 18
-------------------------------------------------
JER/Jameson Mezz Borrower I , LLC, et al., notified the U.S.
Bankruptcy Court for the District of Delaware that the Effective
Date of the Second Amended Joint Plan of Reorganization occurred
on Dec. 18, 2012.  Each of the conditions precedent to
consummation of the plan has been satisfied or waived with the
Plan.

AS reported in the Troubled Company Reporter on Dec. 27, 2012, the
Debtors confirmed a Second Amended Joint Plan of Reorganization,
as modified dated Dec. 11, 2012, that will fund payments from cash
from the Reorganized Debtors, including cash from the Hotels'
business operations.

The Plan provides that the costs of making planned improvements to
the Hotels will be funded with cash from the Debtors or
Reorganized Debtors, well as key money to be provided by the
licensors -- Wyndham Worldwide Corporation and Choice Hotels
International, Inc. -- or after the confirmation of the Plan
pursuant to the terms of the key money notes.

Under the Plan, on or before the Effective Date, the Operating
Debtors will enter into an operating lease with ColFin JIH AHI
Opco, LLC, an affiliate of the Operating Debtors to be formed on
or before the Effective Date.  Pursuant to the Operating Lease,
Opco will have the right to operate the Hotels and receive all
revenues therefrom, in consideration of rental payments to the
Operating Debtors.  The Operating Debtors may also sell or assign
certain personal property relating to the Hotels to Opco in
connection with the Operating Lease.

Pursuant to the new management agreement, Channel Point will
manage the Hotels for an initial term of five years in
consideration of a management fee which is a percentage of gross
revenue.  In connection with the New Management Agreement, an
affiliate of Aimbridge will invest approximately $6 million in
three joint ventures with the Colony JIH Lenders, in exchange for
a minority non-controlling equity interest in ColFin and a
supplemental profit-sharing component in the event certain return
hurdles are met, and a minority non-controlling direct or
indirect equity interest in Opco and a subsidiary of Mezzco.

A copy of the Plan is available for free at:

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

               About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

The U.S. Trustee has not appointed an official Committee of
unsecured creditors in any of the Debtors' cases.


KESTREL TECHNOLOGIES: Updated Case Summary & Creditors' Lists
-------------------------------------------------------------
Lead Debtor: Kestrel Technologies, Inc.
             369 Lexington Avenue, Suite 321
             New York, NY 10017

Bankruptcy Case No.: 12-15052

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Heidi J. Sorvino, Esq.
                  HODGSON RUSS LLP
                  1540 Broadway
                  24th Floor
                  New York, NY 10036
                  Tel: (212) 661-3535
                  E-mail: hsorvino@hodgsonruss.com

Estimated Assets: $1,000,001 to $10,000,000

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Kestrel Solutions, LLC                 12-15054
  Assets: $1,000,001 to $10,000,000
  Debts: $100,001 to $500,000

The petitions were signed by Edward L. Bishop, III, president.

A. A copy of Kestrel Technologies, Inc.'s list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nysb12-15052.pdf

B. A copy of Kestrel Solutions, LLC's list of its 11 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nysb12-15054.pdf


LBI MEDIA: Completes Exchange with Right to PIK New Bonds
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LBI Media Inc. completed an exchange offer for some
of its unsecured bonds.  Although the exchange doesn't reduce
debt, it allows LBI to pay interest on the new bonds with issuance
of more debt, a pay=in-kind feature known as PIK.  By the year's
end, holders of $174.6 million, or 76.3%, of 8.5% senior
subordinated notes had tendered.  Similarly, 73.8%, or $30.9
million, of 11% senior discount notes tendered.

Standard & Poor's said Jan. 3 that it will probably give
LBI a rating around CCC sometime in the next few weeks because
it expects "cash flow deficits will persist."  According to
S&P, the exchange reduces debt maturities in October by more
than $30 million to $11 million.

LBI missed a $3.8 million interest payment that was due Oct. 15 on
the 11% senior discount notes due in 2013 issued by LBI Media
Holdings Inc.

                          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."


LBI MEDIA: S&P Lowers Corporate Credit Rating to 'SD'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Burbank, Calif.-based LBI Media Inc. (LBI) to 'SD' from
'CC'.

The issue-level rating on the company's 8.5% senior subordinated
notes due 2017 was lowered to 'D' from 'CC', and the recovery
rating on this debt remains unchanged at '6' (0% to 10% recovery
expectation).

The issue-level rating on the company's 9.25% senior secured notes
due 2019 remains 'CCC'.  The recovery rating on this debt remains
unchanged at '3' (50% to 70% recovery expectation).

"The rating actions follow the company's announcement that it
completed the exchange transaction on Dec. 31, 2012," said
Standard & Poor's credit analyst Minesh Patel.  Under our
criteria, we consider debt exchanges of highly leveraged issuers
as tantamount to a default.

"Although the exchange transaction was not a significant
deleveraging event, the post-exchange capital structure provides
the company the flexibility to reduce cash flow deficits by paying
interest in kind on its new exchanged debt, and by reducing
October 2013 debt maturities to about $11 million from
$41.8 million.  However, we estimate that cash flow deficits will
persist," S&P added.

"We will reassess the corporate credit rating on further review of
the exchange documents and business trends.  It is our preliminary
expectation that we would not raise the corporate credit rating
higher than the 'CCC' category based on the company's still
excessively high debt leverage, our expectation of negative
discretionary cash flow, fractional EBITDA coverage of interest
expense, and our expectation of continuing losses at the Estrella
network," S&P said.


LDK SOLAR: Chinese Agency Orders Payment of RMB294-MM to Supplier
-----------------------------------------------------------------
LDK Solar Co., Ltd., said the China International Economic and
Trade Arbitration Commission (CIETAC) stated that the wafer
equipment supply contract entered into in July 2008 between LDK
Solar and JYT Corporation of Beijing is valid and effective
through the duration and at terms and conditions related to
quantities and prices set forth therein.  Under this contract, LDK
Solar agreed to purchase furnaces used in the manufacturing of
multicrystalline and monocrystalline ingots for installation in
its manufacturing facilities in Xinyu City, China.

On Dec. 25, 2012, CIETAC stated that by virtue of the arbitration
proceedings LDK will pay to JYT an amount of approximately RMB 294
million as well as approximately an additional amount of RMB 3.4
million to cover arbitral fees accrued as a result of this
proceeding.

"With regret, we were unable to take delivery of the ordered
furnaces as scheduled from JYT primarily due to slower than
expected industry growth and the widely available capacity of
other peers," stated Xingxue Tong, President and CEO of LDK Solar.
"LDK Solar is committed to innovation, quality and customer
service.  We have sufficient manufacturing capacity to support our
valued customers and we will continue working with our vendors and
customers, so that together we can overcome the challenges facing
our industry," concluded Mr. Tong.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LEGENDS GAMING: Chickasaw Tribe Has Buyer's Remorse
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Legends Gaming LLC has an unhappy buyer who may try
to back out of purchasing the business and financing approval of a
Chapter 11 reorganization plan at a Feb. 6 confirmation hearing.

According to the report, the bankruptcy court in Shreveport,
Louisiana, approved disclosure materials in late November,
allowing creditors to vote in anticipation of the confirmation
hearing.  The gaming properties in Bossier City, Louisiana, and
Vicksburg, Mississippi, were to be sold under the plan for $125
million to an affiliate of the Chickasaw Nation.

The report discloses that there were no bids submitted in
competition with the offer from the tribe, which owns 17 casinos
already.  Legends' bankruptcy is the company's second since 2008.
The Chickasaw tribe filed papers in bankruptcy court last month
asking the judge to revoke approval of disclosure materials
describing the plan.  The tribe contends the disclosure statement
was misleading because Legends didn't disclose how cash flow
virtually disappeared in the last quarter of 2012.

The bankruptcy judge allowed both Legends and the tribe to send
supplemental papers to creditors.  The confirmation hearing
remains set for Feb. 6.

The tribe, the report discloses, says in its papers that the
"dramatic fall in financial performance makes the purchase
agreement impossible to close and makes the plan unconfirmable."
The tribe says the casinos will be "insolvent on day one or
shortly thereafter" and soon will default on new credit
agreements.

Legends is sending papers of its own to creditors denying the
tribe's allegations.  The casinos say the tribe is acting in bad
faith and attempting to renegotiate the purchase agreement.

Assuming the purchase goes through, the federally recognized
Chickasaw tribe will pay the purchase price with $64.5 million in
new first-lien debt and $36 million in second-lien debt.  The
remainder will be cash.  The price is less than the $181.2 million
owed to first-lien creditors who support the sale.  The plan is
designed for a 67% recovery for the first-lien lenders, according
to the disclosure statement.  The second-lien lenders, owed
$116.3 million, are to receive nothing.  The deficiency claims of
the first-lien lenders, along with the second-lien lenders'
claims, are part of the class of unsecured creditors whose claims
are projected to total $177 million, according to the disclosure
statement.  If unsecured creditors vote in favor of the plan as a
class, they will carve up $40,000, for a recovery amounting to a
fraction of 1%.

To comply with state gaming regulations, the transfer of ownership
must be accomplished through a sale of the casinos' stock.
Consequently, approval of the sale will occur in conjunction with
confirmation of a Chapter 11 reorganization plan.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEHMAN BROTHERS: Faith Claims Stick in Fidelity Coverage Row
------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reports that a
California federal judge said Fidelity National Title Insurance
Co. can't dodge bad faith claims in a $15 million coverage lawsuit
over a sour real estate investment brought by a Lehman Brothers
Holdings Inc. subsidiary even though it's providing a defense in
underlying litigation.

Lehman Commercial Paper Inc. is seeking coverage for another
company's $15 million claim in a California real estate investment
that went bust during the financial crisis, and Fidelity had
argued Lehman's bad faith claims were barred, the report adds.

                     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)


LOS ANGELES DODGERS: McCourt's Ex-Wife Can't Depose Blackstone
--------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that former Los Angeles
Dodgers owner Frank McCourt's ex-wife can't depose a Blackstone
Group LP affiliate's executive, whom McCourt may allegedly have
asked to help him lowball the formerly bankrupt team's value by
$1.7 billion during his divorce, a New York state judge ruled
Thursday.

Judge Jeffrey K. Oing said during a hearing that McCourt's ex-
wife, Jamie McCourt, must first try to get the answers she seeks
from her husband, who has so far refused to answer, the report
related.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

According to Forbes, the Dodgers is worth about $800 million,
making it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

The Dodgers emerged from bankruptcy on April 30, 2012.  The plan
is based on a $2.15 billion sale of the baseball club and Dodger
Stadium to Guggenheim Baseball Management.  The plan pays all
creditors in full, with the excess going to Mr. McCourt.


LOUISIANA HOUSING: S&P Raises Rating on 2009B Bonds to 'BB
----------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on
Louisiana Housing Finance Agency's (Global Ministries Fellowship)
multifamily housing revenue bonds series 2009A and 2009B to 'BBB
(sf)' and 'BB (sf)' from 'BB+ (sf)' and 'B+ (sf)', respectively.
The outlook is stable.


LOWER BUCKS: District Court Agrees BoNY Release Impermissible
-------------------------------------------------------------
Judge Timothy Savage for the U.S. District Court for the Eastern
District of Pennsylvania affirmed the Bankruptcy Court's refusal
to approve, as part of a reorganization plan, a third party
release provision that would have precluded bondholders of Lower
Bucks Hospital from bringing any claims against the indenture
trustee, The Bank of New York, Mellon Trust Company, NA.

Lower Bucks Hospital in 1992 entered into a multi-party municipal
bond financing transaction to refinance some of its outstanding
debt obligations and to finance capital improvement projects.  The
Borough of Langhorne Manor Higher Education and Health Authority
issued the bonds and loaned the bond proceeds to LBH.  In the Loan
and Security Agreement, LBH granted broad indemnification rights
to the Authority which, in turn, assigned most of its rights to
the original indenture trustee, Continental Bank.  BNYM is the
successor to Continental Bank.

In the Loan and Security Agreement, which governs the relationship
between LBH and the Authority, LBH agreed to indemnify the
Authority against "any and all claims" arising out of the
financing transaction.  The scope of the indemnity is broad and
requires LBH to assume and pay for the defense of any claim
against the Authority.  It excludes only claims for "malfeasance
or nonfeasance in office, bad faith, gross negligence, wilful
misconduct, fraud or deceit."

In another section of the Loan and Security Agreement, LBH agreed
to indemnify the Trustee, now BNYM as successor to Continental
Bank, against "any liabilities" arising out of its powers and
duties.  Excluded are liabilities caused by the Trustee's "gross
negligence, or wilful misconduct."

The Trust Indenture, which defines the rights and obligations of
the Authority and the Indenture Trustee, originally Continental
Bank and later BNYM, limits the Trust Indenture's liability to the
Bondholders to conduct that is willful or negligent.

At the time the Hospital filed for Chapter 11 bankruptcy, it owed
roughly $26 million to the Bondholders in outstanding principal,
plus accrued interest.

On April 30, 2010, LBH commenced an adversary proceeding against
BNYM, contending that the security interest created by the Loan
and Security Agreement was not perfected at the time of LBH's
bankruptcy because BNYM and its predecessors had failed to file
valid UCC-1 financing statements after LBH changed its name in
1997 and 2006.  BNYM filed the financing statements properly
identifying the debtor on Oct. 16, 2009, more than three years
after the second name change.  LBH contended that because BNYM
perfected its security interest within 90 days of LBH's filing its
Chapter 11 petition, any lien created by BNYM was avoidable under
the Bankruptcy Code.  Thus, if LBH prevailed in the adversary
proceeding, the Bondholders would lose their secured creditor
status under 11 U.S.C. Sec. 547(b).

On Aug. 12, 2011, after more than a year of litigation, BNYM and
LBH reached a settlement of the adversary proceeding.  The
settlement stipulation provided that in return for deeming the
Bondholders secured creditors, the debt owing them would be
reduced from $26 million to $8.15 million.  As part of the
settlement, LBH and BNYM gave mutual releases and agreed to
dismiss the adversary proceeding as of the effective date of the
reorganization plan.  The settlement stipulation also contained a
provision that purported to release BNYM from "any and all claims
and causes of action arising under or in any manner related to the
Bond Documents . . . by any and all parties, including without
limitation all Bondholders . . . ."

On Sept. 14, 2011, the Bankruptcy Court held a hearing to consider
approval of the settlement. During the hearing, the Court
specifically noted that it did not view the settlement as having
any preclusive effect on suits by the Bondholders against BNYM for
actions outside the Bankruptcy Court.  Nonetheless, that day, the
Court entered the parties' proposed order, including the provision
releasing all claims against BNYM.

Neither LBH nor BNYM brought to Bankruptcy Judge Eric Frank's
attention the third party release provision and its significance
at the Sept. 14, 2011 hearing.  LBH's counsel did not mention the
third party release.  When Judge Frank voiced concerns about
making findings concerning BNYM and its relationship to the
Bondholders, LBH's counsel deferred to BNYM's attorney, who
mentioned the third party release in passing.  The attorneys did
not advise Judge Frank that among the claims to be settled were
the Bondholders' claims against BNYM.  Only when Leonard Becker,
who held $90,000 of the bonds, moved for reconsideration and
objected to confirmation of the plan did Judge Frank become aware
of the significance of the third party release.

On Sept. 27, 2011, LBH filed a proposed plan of reorganization and
a disclosure statement.  The relevant third party release
provision was embedded in both of these documents -- page 42 of
the single-spaced 47 page proposed plan, and page 55 of the
single-spaced 62 page disclosure statement.

After Judge Frank approved the disclosure statement the next day,
BNYM sent a notice to the Bondholders reporting that the
disclosure statement had been approved by the Court.  In October
2011, 95 bondholders holding roughly $13.5 million of the bonds at
issue, voted on the proposed plan.  Of those, 90 bondholders,
holding less than half the value of all outstanding bonds at
issue, voted to accept the plan.  Five Bondholders, including Mr.
Becker, who held $90,000 of the bonds, voted to reject it.

On Oct. 14, 2011, Mr. Becker filed a class action in the U.S.
States District Court for the Eastern District of Pennsylvania
against BNYM and its predecessor, JP Morgan Trust Co., asserting
claims for negligence, and breaches of fiduciary and contractual
duties for failing to perfect a security interest in the
collateral backing the bonds.  On Nov. 10, 2011, in the Bankruptcy
Court, Mr. Becker filed an objection to LBH's proposed plan on the
ground that the third party release was "an impermissible, non-
crucial, non-debtor third party release[ ]."  He also asserted
that the disclosure statement failed to clearly and conspicuously
identify the third party release provision to the Bondholders,
depriving them of a fair opportunity to object or vote against it.

On Nov. 16, 2011, the Bankruptcy Court entered an order, sua
sponte, severing the issue of whether the proposed plan should
contain the third party release provision from the remainder of
the proposed plan.  Characterizing the order as a correction of a
clerical error in its prior order dated Sept. 14, 2011, the Nov.
16 order specified that no portion of the Sept. 14 order should be
considered as waiving or releasing any claims that the Bondholders
may have against BNYM.

On Dec. 7, 2011, the Bankruptcy Court confirmed the proposed plan
without the third party release provision.  On March 2, 2012, the
Bankruptcy Court held a hearing to determine whether the third
party release provision should be included in the confirmed plan.
In a comprehensive opinion issued on May 10, 2012, Judge Frank
concluded that the third party release could not be included
because it had not been adequately disclosed or explained to the
Bondholders.  Judge Frank rejected BNYM's contention that the
adequacy of the disclosures should not be revisited because that
issue was resolved when the order approving the settlement was
entered on Sept. 14, 2011.

On appeal, BNYM challenges the Bankruptcy Court's finding that the
notice to the Bondholders of the third party release was
inadequate.  It contends that notice was adequate because it was
provided to the Bondholders numerous times.  In addition to the
disclosures made pursuant to the Bankruptcy Code, BNYM provided
the Bondholders with eight notices of the developments in LBH's
bankruptcy, including the adversary proceeding.  Some of those
notices attached the settlement stipulation and the summary of the
terms, which included the third party release.  BNYM also argues
that the Bondholders consented to the third party release when
they failed to object to the motion to confirm the settlement
stipulation.  Finally, BNYM contends that the third party release
was an essential component of a global settlement that was both
fair and equitable to the Bondholders, and necessary to the
success of LBH's reorganization, satisfying the standards for
approval of non-consensual third party releases in Chapter 11
reorganization plans.

Mr. Becker urges affirmation of the Bankruptcy Court's findings.
He contends that the third party release "cannot be valid unless
it comports with the requirements of Federal Rule of Bankruptcy
Procedure 3016(c)," which it does not.  Alternatively, he argues
that the Bankruptcy Court lacks subject matter jurisdiction to
enter an order approving the third party release because it
affects the legal relationship reorganization.

The Bankruptcy Court entered an order on May 24, 2012 that
"reaffirmed" the court's denial of confirmation of the section of
the plan that included the third party release, and declared the
order ""FINAL" between two non-debtors.

According to Judge Savage, the Bankruptcy Court had "related to"
subject matter jurisdiction to rule on the third party release
provision.  He noted that the Hospital has indemnification
obligation which, in part, was triggered upon the filing of the
class action against BNYM.

Judge Savage further ruled that none of the nine notices predating
the disclosure statement described the Bondholders' potential
claims against BNYM or explained what claims by the Bondholders
against BNYM would be released.  Contrary to BNYM's argument,
there was insufficient information from which the Bondholders
could have concluded that they had a potential claim against BNYM.
He ruled that the Bankruptcy Court correctly concluded that the
Bondholders did not consent to the third party release through the
settlement motion process.

Judge Savage also pointed out that, pursuant to the settlement
agreement, the Bondholders were to receive $8.15 million from LBH
in exchange for a release of any claims against LBH.  There is no
indication that BNYM itself gave any consideration or compensation
to the Bondholders.  Therefore, it appears that BNYM included the
settlement provision to shield itself from liability in connection
with its obligation to the Bondholders in the adversary proceeding
and for its prepetition conduct without having given any
consideration.  He said the Bankruptcy Court did not err in
concluding that the third party release was an impermissible non-
consensual release.

The case before the District Court is, THE BANK OF NEW YORK,
MELLON TRUST COMPANY, NA as Indenture Trustee, Appellant v.,
LEONARD BECKER, Appellee, Civil Action Nos. 12-3399, 12-3752 (E.D.
Pa.).  A copy of Judge Savage's Jan. 2, 2013 Memorandum Opinion is
available at http://is.gd/UOLZKNfrom Leagle.com.

                    About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is licensed to operate 183 beds.
Together with affiliates Advanced Primary Care Physicians and
Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre
campus with several medical facilities.  The Hospital's emergency
room serves 30,000 patients annually.  For the fiscal year ending
June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court confirmed the hospital operator's Chapter 11
plan on Dec. 7, 2011.  It emerged from bankruptcy in January 2012.


MARKETING WORLDWIDE: Delays Form 10-K for Fiscal 2012
-----------------------------------------------------
Marketing Worldwide Corporation was not able to file its annual
report on Form 10-K for the year ended Sept. 30, 2012, as the
Company was awaiting information from outside third parties in
order to complete the Form 10-K.

                     About Marketing Worldwide

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

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

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

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.14 million
in total assets, $11.94 million in total liabilities and a $10.80
million total deficiency.

After auditing the financial statements for the year ended
Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 financing results.  The independent
auditors noted that the Company has generated negative cash flows
from operating activities, experienced recurring net operating
losses, is in default of loan certain covenants, and is dependent
on securing additional equity and debt financing to support its
business efforts.


MERIDIAN MORTGAGE: Commerce Bank Wins Dismissal of Trust Suit
-------------------------------------------------------------
The Commerce Bank of Washington, N.A., won partial victory after
Bankruptcy Judge Karen A. Overstreet in Seattle granted its
request to dismiss a lawsuit commenced by Mark Calvert, as
liquidating Trustee of Meridian Investors Trust, et al.  The
judge, however, gave the trustee leave to amend his complaint by
March 25.

Mr. Calvert sued Commerce Bank and Zions Bancorporation for their
alleged roles in a massive Ponzi scheme perpetrated by Frederick
Darren Berg.  Mr. Berg is a debtor in his own individual
bankruptcy proceeding, along with six other related entities.  The
Bankruptcy Court is presiding over 12 bankruptcy cases involving
debtors that are/were investment funds and one affiliated entity
formerly owned, managed or controlled by Mr. Berg.  Those debtors
have been substantively consolidated into one proceeding referred
to as the "Meridian Bankruptcy."

In June 2011, the Bankruptcy Court confirmed a Chapter 11 plan for
the Meridian entities.  The Plan provides for the creation of the
Liquidating Trust for the Substantively Consolidated Meridian
Funds, a/k/a/ The Meridian Investors Trust.  Mr. Calvert is acting
as the Liquidating Trustee of the Meridian Investors Trust, which
holds all of the claims of the consolidated bankruptcy estates.

The Trustee sued the two banks, on behalf various individuals who
are alleged to have invested in 11 Meridian funds managed by Mr.
Berg.  The Complaint alleges that pursuant to the terms of the
Plan, the Investors have assigned certain claims, including their
claims against Commerce Bank, to the Trustee for the purpose of
joint pursuit on their behalf.  Alternatively, the Trustee
contends that if the assignments are not treated as valid for
these proceedings, the Investors are themselves separate, named
plaintiffs.

The complaint alleges two causes of action against Commerce Bank:
that Commerce Bank, as the bank used by Mr. Berg and the Meridian
Funds, aided and abetted Mr. Berg's breach of fiduciary duty to
the Investors, and that Commerce Bank aided and abetted a fraud by
Mr. Berg perpetrated on the Investors.

Commerce Bank and Zions filed separate motions to dismiss.  After
Zions filed its motion, the plaintiffs docketed a notice of
dismissal without prejudice as to all claims against Zions.
Consequently, the Court proceeded only with Commerce Bank's
motion.

Commerce Bank raised a number of grounds for dismissal of the
Complaint.  Among others, Commerce Bank argued that the
relationship between the Investors and Mr. Berg -- that of
investor and manager of an investment company, respectively -- was
not, as a matter of law, one that could create fiduciary duties
owed by Mr. Berg directly to those individuals.  Commerce Bank
also argued that none of the accounts it maintained for Berg and
his related entities was a trust account, and that instead, all
such accounts were mere deposit accounts.

According to Judge Overstreet, the Complaint fails to include
sufficient allegations that the accounts from which funds were
diverted for Mr. Berg's personal use were trust accounts and that
the Trustee may not rely solely on a conclusory statement that the
accounts were trust accounts.  Instead, the Trustee must allege
sufficient facts to support the contention that the accounts were
intended to be trust accounts and that Commerce Bank had knowledge
of that intent.  Judge Overstreet also held that, in addition to
sufficiently alleging the breach of fiduciary duty by Mr. Berg,
the Complaint must sufficiently allege that Commerce Bank had
knowledge of that breach and substantially assisted in the breach.

The case is, MARK CALVERT, as liquidating Trustee of MERIDIAN
INVESTORS TRUST, et al. Plaintiffs, v. ZIONS BANCORPORATION, a
Utah ORDER ON COMMERCE BANK'S corporation; THE COMMERCE BANK OF
MOTION TO DISMISS WASHINGTON, N.A., a federally chartered
commercial bank, Defendants, Adv. Proc. No. 12-01767 (Bankr. W.D.
Wash).  A copy of the Court's Jan. 3, 2013 Order is available at
http://is.gd/1mn5gffrom Leagle.com.

                   About Meridian Mortgage and
                      Frederick Darren Berg

In November 2010, a federal grand jury in Seattle indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, served as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners were represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners were
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

On June 22, 2011, the Bankruptcy Court entered an order confirming
a consensual Chapter 11 plan in the Meridian bankruptcy.  The Plan
provides for the creation of the Liquidating Trust for the
Substantively Consolidated Meridian Funds, a/k/a/ The Meridian
Investors Trust.  Mr. Calvert was named Liquidating Trustee.

In February 2012, Mr. Berg was sentenced to 18 years in prison
after being convicted of defrauding investors.


MERUS LABS: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------
Deloitte & Touche LLP, in Toronto, Canada, expressed substantial
doubt Merus Labs International Inc.'s ability to continue as a
going concern in its report on the consolidated financial
statements of the Company for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

Merus Labs International Inc. was formed on Dec. 19, 2011, by the
amalgamation of Merus Labs International Inc. and Envoy Capital
Group Inc.  Results prior to Dec. 19, 2011, reflect the operations
of the Company's former business as Envoy.

The Company reported a net loss of C$20.7 million on
C$10.4 million of revenues in fiscal 2012, compared with a net
loss of C$7.6 million on C$nil revenue in fiscal 2011.

The 2012 period included sales of Vancocin from Dec. 20, 2011, the
first day after amalgamation, to Sept. 30, 2012.

An impairment charge of $22,208,721 was recognized at Sept. 30,
2012, in relation to the Company's Vancocin and WoundCare products
and associated goodwill.  C$5,532,624 of the charge related to the
Vancocin and WoundCare product intangible assets as discussed in
the Product Summary section of the MD&A.  In connection with the
impairment of the Vancocin product rights, management also tested
the Company's goodwill for impairment.  The recoverable amount of
the cash-generating unit ("CGU") to which goodwill had been
allocated was assessed to be less than its carrying amount.  Based
on this analysis, the carrying amount of goodwill was reduced to
its recoverable amount through recognition of an impairment charge
of C$16,676,097 against the goodwill.

The Company's balance sheet at Sept. 30, 2012, showed
C$92.4 million in total liabilities, C$57.1 million in total
liabilities, and stockholders' equity of C$35.3 million.

A copy of the Form 20-F is available at http://is.gd/TqTXz1

A copy of the MD&A is available at http://is.gd/D5RMSA

Toronto, Canada-based Merus Labs International Inc. is a specialty
pharmaceutical company that acquires prescription medicines in the
following categories:

    -- On patent but at maturity stage of product life cycle
    -- Branded generics
    -- Under promoted products
    -- Niche market pharmaceuticals
    -- Products with annual sales below critical threshold for
       large pharma

On Dec. 19, 2011, the Company was formed through the amalgamation
of Envoy Capital Group Inc. with Merus Labs International Inc.
("Old Merus").  On Oct. 1, 2012, Old Merus amalgamated with its
wholly owned subsidiary, Merus Labs Inc. and continued under the
name Merus Labs International Inc.


METALDYNE LLC: Moody's Withdraws 'B1' CFR/PDR After Takeover
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Metaldyne,
LLC (Old) including the company's B1 Corporate Family and
Probability of Default Ratings, and B1 rating for the senior
secured term loan. The withdrawal follows the acquisition of
Metaldyne by American Securities LLC on December 18, 2012 and the
repayment of old Metaldyne's previously rated debt. The ratings
for the acquired operations of Metaldyne were assigned on November
16, 2012.

The following ratings were withdrawn:

  B1, Corporate Family Rating;

  B1, Probability of Default Rating;

  B1 (LGD3, 46%), Senior Secured Term Loan

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

Metaldyne, LLC is a leading global manufacturer of highly
engineered metal-based components for light vehicle engine,
transmission and driveline applications for the global automotive
light vehicle market. The company is a wholly-owned subsidiary of
MD Investors Corporation which itself will be owned by affiliates
of American Securities. Revenues for 2011 approximated $1 billion.


MGM RESORT: Fitch Rates New $4-Bil. Credit Facility 'BB/RR1'
------------------------------------------------------------
Fitch Ratings assigns a 'BB/RR1' rating to MGM Resort
International's new $4 billion credit facility. Fitch also affirms
MGM's Issuer Default Rating (IDR) at 'B'. In addition, Fitch
affirms all of MGM's related issuers and transactions. A full list
of ratings follows at the end of this press release. The Rating
Outlook is Positive.

The credit facility is comprised of a $1.2 billion revolver, $1.05
billion term loan A and $1.75 billion term loan B. The revolver
and term loan A will mature in December 2017 and pays LIBOR plus
3%. Term loan B matures in December 2019 and pays LIBOR (with 1%
floor) plus 3.25%. Term loan B was issued with a discount of
99.5%.

The 'BB/RR1' rating on the new credit facility reflects Fitch's
calculation of 91% or better recovery prospects for the lenders in
an event of default. The facility is secured by MGM's Bellagio,
Mirage and MGM Grand (together Principal Properties), which secure
up to $3.35 billion in claims. New York-New York in Las Vegas and
Gold Strike in Tunica, MS were also provided as collateral for the
facility. MGM Grand Detroit is a co-borrower and secures the
facility up to $450 million.

The Principal Properties and New York-New York were previously
pledged to the secured notes that are being redeemed as part of
MGM's global refinance transaction announced Dec. 6th, 2012.
According to the company's Dec. 20th filing, MGM satisfied and
discharged its obligations under the secured notes' indentures and
all of the collateral securing these notes was released.
Note that MGM's ability to grant liens is limited by a 15%
Consolidated Net Tangible Assets carveout provision that is
included in the senior unsecured notes' indentures.

The new credit agreement has more lenient covenants than the prior
agreements, allowing more flexibility in terms of restricted
payments, additional borrowing and investments. Restricted
payments are subject to a $100 million plus 50% of cumulative net
income basket. Net income may include MGM China dividends to the
extent MGM does not count these dividends for other baskets (i.e.
investments, capex and debt prepayment).

MGM's main financial covenant of minimum EBITDA was relaxed. New
threshold for quarter ending March 31, 2013 is $1 billion relative
to $1.25 billion in the prior agreement. The threshold steps up in
increments of about $50 million until reaching $1.35 billion for
the period ending March 31, 2016. The credit agreement's EBITDA
definition is now clearer relative to prior agreements. The
definition excludes EBITDA of MGM China and CityCenter but
includes distributions from unconsolidated affiliates. Fitch
estimates covenant EBITDA for period ending Sept. 30, 2012 at
roughly $1.17 billion.

Fitch upgraded MGM's IDR to 'B' from 'B-' following the Dec. 6th
announcement of the company's refinancing plan. At the time of the
upgrade Fitch indicated that it expects to rate the new credit
facility 'BB/RR1' closer to the time of the facility being
finalized with the 'BB/RR1' rating being predicated on the
assumption that a majority of the collateral supporting the senior
secured notes will be granted to the lenders.

The upgrade of the IDR reflected the anticipated interest cost
savings resulting from the transactions, which Fitch estimates at
around $190 million annually. The upgrade also takes into account
improved pro forma liquidity and slightly reduced gross leverage.
The transaction addresses the largest maturities through 2014,
with only $1.1 billion remaining through that timeframe. Pro forma
available liquidity at the domestic restricted group is now
considerable at roughly $1.5 billion ($1.2 billion revolver
availability plus $300 million in excess cash assuming $400
million cage cash).

The leverage reduction comes from the net use of $350 million in
cash to reduce debt after accounting for redemption premiums and
financing costs. Pro forma leverage using consolidated EBITDA
minus income attributable to minority interests in Macau is
expected to decline to 8.25x from 8.50x.

What Could Trigger a Rating Action

The Positive Outlook reflects good likelihood of Fitch upgrading
MGM's IDR to 'B+' within a 12 - 24 month timeframe. This
expectation takes into account MGM's expressed interest and
perceived ability to strengthen its balance sheet and Fitch's
favorable outlook for the Las Vegas Strip and Macau.

The following drivers could lead to an upgrade of MGM's IDR to
'B+':

  -- Consolidated leverage adjusted for Macau minority
     interest moving towards 7x or lower;

  -- Domestic credit group generating discretionary FCF of
     at least $200 million; and/or

  -- MGM addressing its 2015 maturities.

The following drivers could lead to a revision of the Outlook to
Stable or Negative:

  -- Consolidated leverage adjusted for Macau minority
     interest migrating above 8.5x for an extended period
     of time; and/or

  -- Domestic group generating discretionary FCF remaining
     roughly breakeven.

Fitch takes the following rating actions:

MGM Resorts International

-- IDR affirmed at 'B';
-- New senior secured credit facility rated 'BB/RR1';
-- Senior secured notes due 2013, 2014, 2017, and 2020 'BB/RR1'
    withdrawn;
-- Prior partially secured senior credit facility 'B+/RR3'
    withdrawn;
-- Senior unsecured notes affirmed at 'B/RR4';
-- Convertible senior notes due 2015 affirmed at 'B/RR4';
-- Senior subordinated notes affirmed at 'CCC+/RR6'.

MGM China Holdings, Ltd and MGM Grand Paradise S. A. (co-
borrowers)

-- IDRs affirmed at 'BB-'/'RR2';
-- Senior secured credit facility affirmed at 'BB+'/'RR2'
    (includes $1.45 billion revolver and $550 million term loan).


MONITOR CO: Seeks to Maintain Secrecy About Client List
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the U.S. Trustee, Monitor Co. Group LP
shouldn't be allowed to make a secret out of its client list.

Monitor scheduled a Jan. 11 hearing in U.S. Bankruptcy Court in
Delaware for authority to seal some answers to the formal
schedules and statement of affairs all bankrupt companies are
required to file. In addition to lists of assets and liabilities,
the schedules include answers to questions about payments and
transactions before bankruptcy that might give rise to lawsuits.

The report recounts that Monitor originally wanted to delete names
of its employees.  According to the U.S. Trustee, the company
changed its mind and will disclose identities of its workers and
payments they received before bankruptcy.

According to the report, the bankruptcy watchdog for the Justice
Department said in a court filing last week that Monitor still
intends on making a secret out of the identity of its clients and
payments to clients before bankruptcy.  The U.S. Trustee contends
that public interest in bankruptcy proceedings and bankruptcy law
itself requires disclosure.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

Monitor scheduled an auction Jan. 9 to test Deloitte's offer.
Competing bids are due Jan. 7.  A hearing to approve the sale will
take place Jan. 11.

                    About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.


MSR RESORT: Has Licensing Deal on Use of PGA Name
-------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires, reports that
the owners of La Quinta Resort & Club PGA West, a group led by
hedge-fund manager John Paulson's Paulson & Co., have inked a new
deal with a Coachella Valley golf resort that was recently
purchased out bankruptcy by the Singapore government, that will
see the 2,000-acre property remain a PGA-branded resort through
2061.  The pact allows the hedge fund to transfer the licensing
agreement to the resort's new prospective owner: the real-estate
investment arm of Singapore's sovereign wealth fund, which wants
to buy the Paulson-owned resort and three others for $1.5 billion.
The new deal gives the resort the exclusive right to use the PGA
name within a 250 mile radius (excluding Nevada and Mexico) in
return for an annual royalty payment.

The report notes the the Singapore sovereign wealth fund is
purchasing the La Quinta resort along with Maui's Grand Wailea
Resort Hotel & Spa, the Arizona Biltmore in Phoenix and the
Claremont in Berkeley, Calif.  The deal also includes the Great
White Course, a Greg Norman-designed golf course adjacent to the
Doral Golf Resort & Spa in Miami.  A company controlled by Donald
Trump bought Doral from Paulson in 2012 for $150 million.

According to Bloomberg News, the La Quinta property is home to
professional golf tournaments, including what was once known as
the Bob Hope Classic.  In return for paying $175,000 owing to the
PGA, the license for use of the PGA name will be extended until
2061.

Bloomberg News discloses that approval of the agreement with the
PGA will come up for approval at the confirmation hearing on Jan.
15 in U.S. Bankruptcy Court in New York, where the resorts also
will seek approval of a Chapter 11 plan giving ownership to
secured lender Government of Singapore Investment Corp. No one
submitted an offer to compete at auction with the Singapore bid.

The Singapore fund will acquire the four remaining resorts for
$1.5 billion, including $1.12 billion in cash and $360 million in
debt.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

In December 2012, Bankruptcy Judge Sean H. Lane signed off on MSR
Resort's disclosure statement, clearing the resort owner to begin
soliciting votes for its Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEW ENGLAND COMPOUNDING: Mass. Gov. Wants Overhaul to Oversight
---------------------------------------------------------------
Massachusetts Gov. Deval Patrick introduced legislation on Friday
that would allow regulators to fine pharmacies and deliver other
reforms in the wake of a deadly nationwide meningitis outbreak
linked to the now-bankrupt New England Compounding Center, Greg
Ryan of BankruptcyLaw360 reported.

The NECC, which declared bankruptcy in December, is located in
Framingham, Mass.  The outbreak linked to the pharmacy has killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts, according to the U.S. Centers for
Disease Control and Prevention.


NNN LENOX: Sec. 341 Meeting of Creditors Today
----------------------------------------------
The Office of the U.S. Trustee will hold today, Jan. 7, a meeting
of creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy case of
NNN Lenox Park 9, LLC, at 1:30 p.m. EST, at Room 115 Federal
Building, New Albany.

Objections to dischargeability are due by March 8, 2013.

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the Lenox
Park Buildings A & B in Lenox Park Boulevard, Shelby County, in
Memphis, Tennessee.  It filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 12-92686) in New Albany, Indiana, on Dec. 4, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
liabilities.  Judge Basil H. Lorch, III, presides over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves, as counsel
to the Debtor.


NORTEL NETWORKS: Settles with Retirees Committee
------------------------------------------------
Nortel Networks filed with the U.S. Bankruptcy Court a motion for
approval of a settlement agreement with its official committee of
retired employees, BankruptcyData reported.

Under the terms of the settlement, the Debtors would terminate the
retiree welfare plans as of May 31, 2013 and pay the retiree
committee $67 million in settlement of all claims related to the
retiree welfare plans, the report added.  The agreement further
provides that holders of retiree claims would release the Debtors
from further liability, the report noted.  The Court scheduled a
January 23, 2013 hearing on the matter.

                         About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-
10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OMEGA NAVIGATION: Junior Lenders Object to Settlement Deals
-----------------------------------------------------------
Two junior secured creditors of Greek oil shipper Omega Navigation
Enterprises Inc. objected to motions in Texas bankruptcy court to
approve settlements with senior lenders and insiders, saying a
proposal to give away three Omega investments companies to
principal George Kassiotis is unfair, Linda Chiem of
BankruptcyLaw360 reported.

In their objection, NIBC Bank N.V. and BTMU Capital Corp. say they
were unfairly shut out of any settlement negotiations and never
relinquished their claim to $36 million in underlying debt in two
settlement agreements Omega submitted to the bankruptcy court, the
report added.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PEMBERLY PARTNERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pemberly Partners, Ltd.
        4108 W. 15th Street, Suite 100
        Plano, TX 75093

Bankruptcy Case No.: 12-43529

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

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

The petition was signed by George E. Joseph, general partner.


PINNACLE AIRLINES: Asks Judge to OK $52M Deals With Pilots, Delta
-----------------------------------------------------------------
Pinnacle Airlines Corp. sought a New York bankruptcy judge's
permission to increase its available financing by $52 million
under new agreements with its lender, Delta Air Lines Inc., that
it says is crucial to its eventual exit from Chapter 11
bankruptcy, Maria Chutchian of BankruptcyLaw360 reports.

In a motion before the U.S. Bankruptcy Court for the Southern
District of New York, the Memphis, Tenn.-based regional carrier
said if the court does not authorize the additional funds, its
liquidity will become insufficient by next month.

                      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.


PINNACLE AIRLINES: Has Delta-Backed Bankruptcy Exit Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. will emerge from Chapter 11
bankruptcy as a wholly owned subsidiary of Delta Air Lines Inc.
under a reorganization plan supported by the official unsecured
creditors' committee and the pilots' union.  After completing
reorganization, Pinnacle will continue as a feeder airline for
Atlanta-based Delta, operating 81 regional jets with 76 seats.
Currently, Pinnacle is operating about 190 regional jets for
Delta, mostly the 50-seat variety.

Delta is already providing Pinnacle with $74.3 million in
financing to continue operating while in Chapter 11.  According to
the report, to prevent Pinnacle from running out of cash in
February, Delta is increasing the secured loan by $30 million.
Delta is now Pinnacle's only customer.

The report adds that Delta will loan an additional $22 million,
with $20 million paid to Pinnacle pilots on emergence from Chapter
11.  The payments to each pilot are on sliding scale depending on
years of service.  The longevity payments are an integral part of
a new contract negotiated by the union and being voted on by the
pilots.

Pinnacle currently flies 41 of the larger regional jets for Delta,
which will deliver 40 more to Pinnacle between the fall of 2013
and the end of 2014.  Pilots who lose their jobs from a reduction
in the size of the fleet will receive severance and other benefits
financed with the $22 million loan.  A feature of the new contract
requires Delta to interview Pinnacle pilots for jobs at the parent
airline.

The new agreements require Pinnacle to emerge from Chapter 11 by
May 15.

Delta will set aside $2.25 million for payment of unsecured
creditors' claims.  Although it will have an approved unsecured
claim for $95.4 million, Delta won't receive any payments from the
unsecured creditors' pool.  In return for contract concessions,
the pilots and flight attendants will have approved unsecured
claims.  The pilots' claim is $138.5 million.

Pinnacle agreed not to sue creditors for preferences, or payments
within 90 days of bankruptcy.

Delta will acquire the new Pinnacle stock in exchange for some of
the debt financing the Chapter 11 effort.  Some of the existing
loan will survive emergence from bankruptcy.  Pinnacle said the
new pilots' contract will save $30 million a year, largely from a
9% wage reduction.  Pilots will have wage increases from 2015
through 2019.

In November, the bankruptcy judge in New York turned down
Pinnacle's motion to modify the existing pilots' contract.  At the
time, the judge described provisions in the proposed contract that
needed to change before receiving court approval.

The agreement to support the plan will come to court for approval
at a Jan. 16 hearing.  At the hearing, Pinnacle will also ask the
judge to extend its exclusive plan-filing deadline by three months
to April 25.

                     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.


PMI GROUP: Note Sale Approval Sought
------------------------------------
PMI Group filed with the U.S. Bankruptcy Court a motion for an
order approving the sale, conveyance and transfer of the Impact
Tranche E Note, a 2003 promissory note issued by Impact Community
Capital in the amount of $674,613, free and clear to PMI Mortgage
Insurance Company for a total price of $412,728, BankruptcyData
reported.

The Court scheduled a January 23, 2013 hearing on the matter.

                       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.


QUAMTEL INC: Peter Sperling Appointed to Board of Directors
-----------------------------------------------------------
Quamtel Inc.'s Board of Directors voted to appoint Peter Sperling
to the Board of Directors.  Mr. Sperling was appointed to fill the
vacancy, left by the departure of Mr. Leo Hinkley, who is leaving
the Board effective immediately, due to personal time constraint
issues.  Mr. Sperling will serve until the next annual meeting of
shareholders of the Company or until his successor is duly elected
and qualified.

Mr. Sperling has an Associates Degree in Network Administration
and is a Microsoft Certified Professional Director of Information
Technologist.  His past employment services include Director of
Information Technology Services for a Boca Raton based Real Estate
company.  He is employed at DataJack, Inc., as a key part of the
management team in charge of fulfillment services, procurement and
Business Development.

                         About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.16
million in total assets, $2.93 million in total liabilities and a
$771,149 total shareholders' deficiency.


QUANTUM FUEL: May Sell Up to $5MM in Shares to Ascendiant
---------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., entered into an
At The Market Offering Agreement with Ascendiant Capital Markets,
LLC.  Pursuant to the Sales Agreement, the Company may, from time
to time, offer and sell shares of its common stock having an
aggregate offering price of up to $5,000,000 through the Sales
Agent.  Sales of Shares, if any, under the program will depend on
market conditions and other factors to be determined by the
Company, and will be made in "at the market offerings" as defined
in Rule 415 of the Securities Act of 1933, as amended, including
sales made directly on the NASDAQ Capital Market, on any other
existing trading market for the Shares or to or through a market
maker.

The Shares sold in the offering will be issued pursuant to the
Company's effective shelf registration statement on Form S-3
(Registration No. 333-176772) previously filed with the Securities
and Exchange Commission, in accordance with the provisions of the
Securities Act, as supplemented by a prospectus supplement dated
Dec. 28, 2012, which the Company filed with the SEC pursuant to
Rule 424(b)(5) under the Securities Act.

The Sales Agent is not required to sell any specific number or
dollar amount of Shares but will use its commercially reasonable
efforts, as the Company's agent and subject to the terms of the
Sales Agreement, to sell the Shares offered, as instructed by the
Company.

The Sales Agreement provides that the Company will pay the Sales
Agent a fee of 3.0% of the gross sales price of any Shares sold
through the Sales Agent.  The Sales Agreement contains customary
representations, warranties and agreements of the Company and the
Sales Agent and customary conditions to completing future sale
transactions, indemnification rights and obligations of the
parties and termination provisions.

The Company intends to use the net proceeds from any sales of
Shares in the offering for general corporate purposes.  The
Company's management will have significant flexibility in applying
the net proceeds of this offering.

A copy of the Sales Agreement is available for free at:

                        http://is.gd/XJTyaR

                        About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


RESIDENTIAL CAPITAL: To Sell $130 Million in FHA-Backed Loans
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC is selling $130 million in
nonperforming home mortgages guaranteed by the Federal Housing
Administration.  The mortgages are among the $1 billion in FHA and
U.S. Veterans Affairs-guaranteed loans remaining after the loan-
servicing business and the primary loan portfolio were sold for a
combined $4.5 billion.

According to the report, because the loans are government-
guaranteed, ResCap eventually would recover in full even if they
weren't sold, the subsidiary of non-bankrupt Ally Financial Inc.
said in a Jan. 2 filing in U.S. Bankruptcy Court in Delaware.
ResCap said it's nonetheless in creditors' best interest to sell
the loans, given the cost of maintaining infrastructure to service
them.

There will be a Jan. 16 hearing for approval of sale procedures
tailored to the peculiarities of a mortgage portfolio.

The report notes that about 15 to 20 potential buyers will be
given information about the portfolio.  Bids will be due Feb. 6.
ResCap will select the best bid and give the buyer thorough
information to refine the bid, with a sale price pegged to each
mortgage.  ResCap will knock any mortgages out of the sale where
the price doesn't seem sufficient.

The report also notes that the atypical sale procedures are
designed to avoid having all the potential buyers expend large
sums on detailed financial evaluations of each mortgage.

ResCap's $2.1 billion in third-lien 9.625% secured notes due in
2015 traded Jan. 3 for 105.875 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. The $473.4 million of ResCap senior
unsecured notes due in April 2013 last traded on Jan. 2 for 24
cents on the dollar, a 33% increase in price since trades on
Dec. 28, according to Trace.

                     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).


RICH LEARNING: Shareholder Did Not Violate Cash Collateral Accord
-----------------------------------------------------------------
Bankruptcy Judge Thomas L. Saladino cleared Dianna L. Rich from
allegations she violated a stipulation governing the use of cash
collateral by Rich Learning Centers, Inc., a franchisee of Sylvan
Learning, Inc.  Ms. Rich was the president and sole shareholder of
Rich Learning.  Sylvan sued Ms. Rich, alleging she violated the
terms of the stipulation, and the order approving the stipulation,
by paying herself gross wages of more than $6,000 per month.  Ms.
Rich denies that she paid herself more than $6,000 per month, and
interprets the stipulation as allowing a "net" (rather than a
gross) payment to her of no more than $6,000.

Ms. Rich guaranteed the obligations of Rich Learning to Sylvan.
Rich Learning filed for Chapter 11 bankruptcy Code (Bankr. D. Neb.
Case No. 10-80177) on Jan. 22, 2010, which case was later
converted to a Chapter 7 proceeding.  During the course of that
case, Rich Learning and its primary lender, Mutual of Omaha Bank,
entered into a stipulation for use of cash collateral.  Rich
Learning filed a motion for approval of the stipulation, no
resistance was filed, and the motion was granted.

The stipulation for use of cash collateral allowed Rich Learning
to use cash collateral for the purpose of operating expenses
provided that the expenditures do not exceed those set forth in an
attached budget.  It also provided "that any distributions or
wages paid to the owner of the Debtor, Dianna L. Rich, not exceed
$6,000 per month. . . ."

Ms. Rich is also a debtor in her own Chapter 7 bankruptcy case
(Bankr. D. Neb. Case No. 10-83701).

According to Judge Saladino, the "order" at issue is a stipulation
that was an agreement between Rich Learning and Mutual of Omaha
Bank regarding the use of the bank's cash collateral.  Section
363(c)(2) authorizes a debtor in possession to use cash collateral
in the ordinary course of business only if each entity having an
interest in the cash collateral consents or the court authorizes
its use.  Therefore, because the bank consented by the terms of
the stipulation, court approval of the stipulation was not even
necessary in order for Rich Learning to use the bank's cash
collateral.  Further, the court did not "order" anybody to do
anything when it approved the stipulation.  Even if the facts
would show that Ms. Rich received more money than the stipulation
allowed, the result would be a violation of the stipulation -- not
a violation of a court order.  The order simply approved the
agreement of the parties and was not the type of order that seems
to be contemplated by 11 U.S.C. Sec. 727(a)(6).

Section 727(a)(6)(A) of the Bankruptcy Code provides a debtor's
discharge can be revoked if the debtor refuses to obey a lawful
order of the bankruptcy court.  Section 727(a)(7) provides that a
debtor's discharge can be revoked if the debtor commits any of the
acts specified in Sec. 727(a)(6) in connection with another
bankruptcy case concerning an insider.

The case is, SYLVAN LEARNING, INC., Plaintiff, v. DIANNA L. RICH,
Defendant, No. A11-8073-TLS (Bankr. D. Neb.).  A copy of the
Court's Jan. 3, 2013 Order is available at http://is.gd/kBgkQh
from Leagle.com.


SAFETY-KLEEN: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Plano, Texas-based oil recycler Safety-
Kleen Systems Inc. to 'BB+' from 'B+' and removed it from
CreditWatch positive following Norwell, Mass.-based Clean Harbors
Inc.'s (BB+/Stable/--) acquisition of the company for
$1.25 billion.

"We had placed our ratings on Safety-Kleen on CreditWatch with
positive implications on Nov. 1, 2012, after Clean Harbors
announced its plan to acquire the company.  We subsequently
withdrew this rating, as well as the senior secured rating on
Safety-Kleen, as the company has repaid all of its debt
outstanding)," S&P said.


SEA ISLAND: Claims Objection Deadline Extension Doesn't Alter Plan
------------------------------------------------------------------
District Judge B. Avant Edenfield ruled that the bankruptcy
court's order extending the deadline for the Liquidation Trustee
of Sea Island Company to file claim objections does not constitute
a modification of the Debtor's restructuring plan in violation of
11 U.S.C. Sec. 1127(b).

Dennie McCrary, a former vice president of finance and, later,
president of the Debtor, and the largest unsecured creditor, with
almost $30 million in claims, objected to the Liquidation
Trustee's request for an extension of the claims objection
deadline.  He lodged the appeal after the Bankruptcy Court
overruled his objection.  Mr. McCrary argued that the extension
modified the Plan's treatment of Class 4 claims.

The Debtor's confirmed Plan places Mr. McCrary's claim in Class 4.
Under the Plan, each Holder of an Allowed Class 4 Accepting
Unsecured Claim is to receive its Pro Rata share of the so-called
Accepting Unsecured Creditor's Fund, which is funded by the
Debtor's senior secured lenders to provide a guaranteed return to
unsecured creditors who voted to accept the Plan, "on or as soon
as practicable after the later of (i) the Effective Date, (ii) the
date that such Accepting Unsecured Claim becomes Allowed, and
(iii) a date agreed to by the Liquidation Trustee and the Holder
of such Class 4 Accepting Unsecured Claim."  The AUCF originally
totaled $6.3 million.

The case before the District Court is, DENNIE McCRARY, Appellant,
v. ROBERT BARNETT, as the Liquidation Trustee Under the Sea Island
Liquidation Trust, Appellee, No. 2:12-cv-129 (S.D. Ga.).  A copy
of the District Court's Jan. 2, 2013 Order is available at
http://is.gd/3g9ANUfrom Leagle.com.

                   About The Sea Island Company

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  The Sea Island Company owned and operated Sea Island
Resorts, featuring two of the world's most exceptional
destinations: the Forbes Five-Star Cloister at Sea Island and The
Lodge at Sea Island.

The Sea Island Company filed for Chapter 11 protection on Aug. 10,
2010 (Bankr. S.D. Ga. Case No. 10-21034).  The Debtor estimated
its assets and debts at $500 million to $1 billion as of the
Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions also on Aug. 10, 2010.

Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub,
Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP,
assisted the Debtor in its restructuring effort.  Robert M.
Cunningham, Esq., at Gilbert, Harrell, Sumerford & Martin PC,
served as the Debtor's co-counsel.  FTI Consulting, Inc., acted as
the Debtor's restructuring advisor.  EPIQ Bankruptcy Solutions,
LLC, acted as the Debtor's claims and notice agent.

Donald F. Walton, the U.S. Trustee for Region 21, appointed seven
members to the official committee of unsecured creditors in the
case.  The committee has retained Jordi Guso, Esq., at Berger
Singerman, P.A. as its counsel.

On Sept. 24, 2010, Debtor filed its Amended Chapter 11 Plan of
Reorganization, and on Nov. 8, 2010, the Bankruptcy Court entered
an order confirming the Plan.  The Chapter 11 plan was based on an
agreement to sell substantially all of the Debtor's assets to Sea
Island Acquisition LP, a limited partnership formed by investment
funds managed by the global investment firms Oaktree Capital
Management, L.P., and Avenue Capital Group.  The Debtor's
remaining assets were transferred to a newly created trust where
the Liquidation Trustee was to liquidate the property and
distribute the proceeds to the Trust beneficiaries.  Robert
Barnett was named liquidating trustee.


SECUREALERT INC: Delays Form 10-K for Fiscal 2012
-------------------------------------------------
SecureAlert, Inc., notified the U.S. Securities and Exchange
Commission that it would delay the filing of its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2012.  The Company
was unable to complete adjustments to the financial statements and
narrative portions of the Form 10-K that resulted from events
occurring immediately before the filing deadline.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed
$22.73 million in total assets, $9.51 million in total
liabilities, and $13.21 million in total equity.


SHETTERLY L.P.: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shetterly, L.P.
        3330 N. Beach Street
        Fort Worth, TX 76111

Bankruptcy Case No.: 12-38135

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Susan B. Hersh, Esq.
                  SUSAN B. HERSH, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 503-7070
                  E-mail: susan@susanbhershpc.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 15 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txnb12-38135.pdf

The petition was signed by Mark A. Shetterly, president of
Shetterly Enterprises, Inc., general partner.


SIAG AERISYN: Pa. Court Transfers Siskin Lawsuit to E.D. Tenn.
--------------------------------------------------------------
Judge Kim R. Gibson of the District Court for the Western District
of Pennsylvania ruled that the federal district court has
jurisdiction to hear the lawsuit commenced by Siskin Steel &
Supply Company, Inc., against Highland North, LLC.  Judge Gibson
said the lawsuit is "related to" the Chapter 11 bankruptcy of SIAG
Aerisyn, LLC, a subcontractor for a wind farm project undertaken
by Highland North.

In his ruling on Jan. 3, Judge Gibson denied Siskin's request for
the Court to remand the lawsuit to state court.  Judge Gibson,
instead, granted Highland North's request to transfer venue of the
lawsuit to the U.S. Bankruptcy Court for the Eastern District of
Tennessee where SIAG's Chapter 11 case is pending.

Highland North, the owner of a leasehold interest in Adams
Township, Cambria County, Pennsylvania, chose to construct the
Highland North Wind Farm in 2010.  Highland North retained Nordex
USA, Inc., as primary contractor to supply the wind turbines for
the Project.  Nordex then subcontracted a portion of its work to
SIAG.  SIAG then entered into purchase order contracts with
Siskin, whereby Siskin supplied steel plates used in the
fabrication of wind turbines.  SIAG, however, failed to pay Siskin
a portion of the contract price for the supply of steel plates.
Siskin alleges that the amount owed to it is $983,046.

To collect this amount, Siskin filed a lawsuit on June 6, 2011, in
Hamilton County Chancery Court in Tennessee, alleging breach of
contract among other claims.  On Oct. 28, 2011, Siskin initiated a
mechanic's lien claim in the Court of Common Pleas of Cambria
County, Pennsylvania, against Highland North (Case No. 2011-4320).
Siskin identified Highland North as the Owner subject to the lien,
which was based on an unpaid balance by the subcontractor SIAG of
the above stated amount.

SIAG appeared on Nov. 30, 2011 in the lien claim case by filing a
"Petition for Court's Determination of the Amount of Security
Necessary to Discharge Lien Claim," to satisfy the lien.  Nordex
"appeared on behalf of Highland North (pursuant to a contractual
obligation) . . . and presented a Letter of Credit to the Court in
response to Siskin's Lien claim."

The Court of Common Pleas entered an order on Dec. 21, 2011,
accepting Nordex's letter of credit as security for the lien,
discharged the lien, and denied SIAG's earlier petition as moot.
Thus, any determination in favor of Siskin on the basis of the
mechanic's lien claim would be drawn from Nordex's letter of
credit posted in the case.

To collect on the lien, Siskin next filed a "Complaint to Obtain
Judgment on a Mechanic's Lien Claim," on Jan. 30, 2012, in the
Court of Common Pleas of Cambria County, Pennsylvania.  The
complaint re-alleged the contractual basis for its dispute with
SIAG and the Owner-Contractor-Subcontractor relationship necessary
for collection on a mechanic's lien under Pennsylvania law.  On
March 21, 2012, Highland North attempted to join SIAG as a third
party defendant to the mechanic's lien complaint, "arguing that
SIAG should be held solely liable for the monies alleged to be due
and owing to Siskin."

Highland North filed a joinder action against SIAG alleging it is
the entity solely liable to Siskin because "the Owner [Highland
North] is entitled to reimbursement from Siag due to Siag's
failure to issue payment to Plaintiff"  Siskin objected to
Highland North's action, arguing that it is "[i]n violation of
Rule 1657 of the Pennsylvania Rules of Civil Procedure, which
prohibits joinder of an additional cause of action in a mechanic's
lien action."  Hearing on the joinder dispute before the Cambria
County Court of Common Pleas was set for July 20, 2012.  Before
the hearing could take place, however, Highland North filed a
Notice of Removal in District Court and then submitted its Motion
to Transfer Venue to the Eastern District of Tennessee.

During this same period, SIAG initiated a bankruptcy proceeding
when it filed a Chapter 11 voluntary petition with the U.S.
Bankruptcy Court for the Eastern District of Tennessee on April 2,
2012.  Due to this proceeding, the Tennessee lawsuit between
Siskin and SIAG was stayed on Aug. 21, 2012.

In its bankruptcy petition, SIAG listed Siskin as having a
disputed unsecured claim amount of $998,658.  Neither Highland
North nor Nordex was included on SIAG's list of creditors, despite
Nordex having provided a Letter of Credit as security for the
Pennsylvania lawsuit in the event judgment was entered in Siskin's
favor on the mechanic's lien claim.

SIAG filed its Bankruptcy Schedules A through H with Siskin again
appearing on "Schedule F - Creditors Holding Unsecured Nonpriority
Claims," for the amount of $996,658.5, which was against
identified as "disputed."

Siskin filed a proof of claim for $997,658.56 on May 17, 2012,
along with accompanying documentation of itemized statements of
running accounts allegedly evidencing the unpaid portions of
SIAG's account.

Nordex filed a proof of claim for $983,046 on July 30, 2012 -- the
claims bar date -- and listed it as unliquidated in both secured
and unsecured amounts.  To support its claim, Nordex submitted a
copy of the "Purchase Contract" between Nordex and SIAG that was
signed and entered into force on Dec. 1, 2010; and the "First
Amendment" to the "Purchase Contract" that went into effect on
April 1, 2011.  It also submitted a copy of a settlement agreement
signed on Feb. 3, 2012 by Nordex and SIAG Schaaf Industrie AG
(SIAG's parent company), through which SIAG "assumed and was
assigned . . . the obligation to keep the Property [i.e., Wind
Farm Property] free and clear of liens."

Nordex also filed an objection to Siskin's proof of claim, seeking
to disallow the claim.  The Bankruptcy Court has scheduled a
hearing on this matter for Jan. 10, 2013.  To date, there has been
no confirmation of a reorganization plan in SIAG's bankruptcy
proceeding, and thus remains in the pre-confirmation stage.

The case is, SISKIN STEEL & SUPPLY COMPANY, INC., Plaintiff, v.
HIGHLAND NORTH, LLC, Defendant, Civil Action No. 3:12-CV-105 (W.D.
Pa.).  A copy of Judge Gibson's Jan. 2, 2013 Memorandum and Order
is available at http://is.gd/J8xUWffrom Leagle.com.

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.

In its schedules, the Debtor disclosed $18,728,994 in total assets
and $24,261,855 in total liabilities.


SIONIX CORPORATION: Incurs $5.8-Mil. Net Loss in Fiscal 2012
------------------------------------------------------------
Sionix Corporation filed on Dec. 31, 2012, its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2012.

Kabani & Company, Inc., in Los Angeles, California, expressed
substantial doubt about Sionix Corporation's ability to continue s
a going concern.  The independent auditors noted that the Company
has incurred cumulative losses of $37,560,000, and in addition,
the Company had negative cash flow from operations for the year
ended Sept. 30, 2012, of $2,568,382."

The Company reported a net loss of $5.8 million in fiscal 2012,
compared with a net loss of $6.3 million in fiscal 2011.  The
Companty did not report any revenues this year or last year.
During the fiscal year ended Sept. 30, 2012, the Company recorded
a loss on settlement of debt of $489,140 compared to $1.7 million
for the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.9 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficiency of $1.1 million.

A copy of the Form 10-K is available at http://is.gd/pU8iE3

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
industrial, disaster relief, and municipal (both potable and
wastewater) markets.




SMOOT GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Smoot Group, LLC
        14 West Peachtree Place, NW
        Atlanta, GA 30308

Bankruptcy Case No.: 12-81969

Chapter 11 Petition Date: December 31, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Prince A. Brumfield, Esq.
                  4288-A Memorial Drive
                  Decatur, GA 30032-1212
                  Tel: (404) 296-5758

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

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

The petition was signed by Marcus Smoot.


STINSON PETROLEUM: Former VP Liable for $2.7MM Damages to Bank
--------------------------------------------------------------
District Judge Keith Starrett in Mississippi, Hattiesburg
Division, ruled that Sam William Stinson is personally liable for
$2,789,775 of damages to Gulf Coast Bank and Trust Company, caused
by his actions as vice president of Stinson Petroleum Company.

In 2005, Stinson Petroleum entered into the first of multiple
"Receivables Purchase Agreements" with Gulf Coast Bank, pursuant
to which Stinson Petroleum would assign all of its accounts
receivable to the bank in exchange for the advancement of funds up
to 85% of the value of the accounts receivable, but no more than
an upper limit of $7,000,000.  Stinson Petroleum was required to
collect on the accounts and remit the funds to Gulf Coast Bank to
repay the loans.  Stinson Petroleum also represented in the RPA
that the accounts assigned to Gulf Coast Bank were "bona fide
existing obligations created by the sale and delivery of goods or
the rendition of services in the ordinary course of Stinson
Petroleum's business," and that they were "unconditionally owed
and will be paid to [Gulf Coast Bank] without defense, disputes,
offsets, counterclaims, or rights of return or cancellation."

During the term of each RPA, Stinson Petroleum -- through Mr.
Stinson, its Vice President -- sent Gulf Coast Bank a monthly
statement of the accounts receivable assigned to the bank.  The
statements reported the current account balance for each Stinson
Petroleum customer and certain payment history information.  These
statements determined the amount of credit available to Stinson
Petroleum.

When Stinson Petroleum filed for Chapter 11 bankruptcy in 2009,
the Bankruptcy Court appointed a neutral third party analyst to
review Stinson Petroleum's financial information and identify
payments made to Gulf Coast Bank by Stinson Petroleum from pre-
petition receivables collected after the petition had been filed.
On Aug. 20 and 31, 2009, Mr. Stinson presented the analyst, Gary
Aldridge, with accounts receivable reports, representing that they
were Stinson Petroleum's then-current accounts receivable.

Mr. Aldridge's analysis of the accounts revealed that the monthly
statements sent to Gulf Coast Bank had higher accounts receivable
balances than the monthly statements Mr. Stinson provided him
pursuant to the Bankruptcy Court's order.

On Dec. 16, 2009, the Bankruptcy Court converted Stinson
Petroleum's Chapter 11 case into a Chapter 7 liquidation.  Stinson
Petroleum then provided the Trustee with copies of its monthly
accounts receivable reports for the year prior to the filing of
their petition.  The reports -- like the ones provided to Mr.
Aldridge -- revealed lower accounts receivable balances than the
monthly statements that had been provided to Gulf Coast Bank
pursuant to the RPA.

Over a six-month period, from January 2009 to June 2009, Stinson
Petroleum had overstated its new accounts receivable by
$27,343,521.  As a result of these misrepresentations, Gulf Coast
Bank advanced $5,617,759 to Stinson Petroleum that it would not
have advanced if the monthly statements were accurate.  The final
monthly statement submitted to Gulf Coast Bank on July 27, 2009,
included a representation that Stinson Petroleum's accounts
receivable totaled $7,746,472.  Based on this figure, the total
funds available were represented to be $5,937,687 -- approximately
76.65% of the total reported accounts receivable.  The actual
accounts receivable was $4,106,864.  Assuming the same proportion
of available funds, the overstatement of accounts receivable in
the final monthly statement resulted in an advancement of
$2,789,775.00 under the RPA that would not have been advanced if
the monthly statement were accurate.

On Nov. 30, 2009, Gulf Coast Bank filed a proof of claim in the
bankruptcy proceeding, reflecting an outstanding balance of
$4,283,815 under the RPA.  The bank also sued, asserting claims of
fraud and negligent misrepresentation against Mr. Stinson.  The
bank requests actual damages in the amount of $2,789,775.

The case is, GULF COAST BANK AND TRUST COMPANY Plaintiff, v.
SAM WILLIAM STINSON, Defendant, Civil Action No. 2:11-CV-88-KS-MTP
(S.D. Miss.).  A copy of the District Court's Jan. 2, 2013
Memorandum Opinion and Order is available at http://is.gd/fj21KM
from Leagle.com.

                       About Stinson Petroleum

Laurel, Mississippi-based Stinson Petroleum Company, Inc., which
sold gasoline to convenience stores and other businesses, filed
for Chapter 11 (Bankr. S.D. Miss. Case No. 09-51663) on Aug. 4,
2009.  Harris Jernigan & Geno, PPLC, represented the Debtor in its
restructuring efforts.  In its petition, the Debtor estimated
assets and debts both ranging from $10 million to $50 million.

A committee of unsecured creditors was appointed by the United
States Trustee for Region 5 in the Debtor's case.

On Dec. 16, 2009, the Debtor's chapter 11 case was converted to a
Chapter 7 case, and Derek A. Henderson was appointed as Chapter 7
Trustee.


TC GLOBAL: Grey's Anatomy Actor's Investment Group Wins Auction
---------------------------------------------------------------
TC Global, Inc. (dba Tully's) on Jan. 4 disclosed that it is a
step closer to exiting from bankruptcy with the sale of its assets
to Global Baristas, the investment group that includes Grey's
Anatomy star Patrick Dempsey.  Global Baristas was selected as the
winning bidder late last night, with a bid of almost $10 million.

Tully's filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on October 10 of 2012, closing nineteen
unprofitable locations while relocating almost all of those
employees affected by closures to other stores.  Since the filing
and store closures, same store sales have increased and
profitability has improved.

"We are very encouraged and excited that Patrick Dempsey's
commitment to Tully's, to the company, the stores and perhaps most
importantly, in keeping the members of Tully's family in place as
they are today," stated Scott Pearson, CEO and President of TC
Global, Inc.  "This is a big win for Seattle."

The hearing where it is expected that the sale will be finalized
takes place on January 11 in Seattle.

Tully's Coffee currently operates 47 company-owned stores in
Washington and California and continues its partnerships with
franchisees and grocery chains throughout the Western United
States and Asia.

The sale of TC Global Inc. does not impact the wholesale and
online Tully's Coffee business and brand, which were purchased by
Green Mountain Coffee Roasters, Inc. (GMCR) in 2009.

For more information regarding the Chapter 11 filing, please visit
http://www.omnimgt.com/TullysCoffeeor call (866) 989-3039.

                           Seven Bidders

KOMO News' Komonews.com reports that "Global Baristas", the
investment team headlined by Grey's Anatomy actor, Patrick
Dempsey, emerged the winner at an auction for the Tully's Coffee
chain.

Komonews says Global Baristas was among seven groups that
expressed interest in Tully's.  The report relates all the groups
spent Thursday giving presentations to a bankruptcy judge, and
late Thursday night Mr. Dempsey announced via Twitter that his
group had prevailed.  Mr. Dempsey tweeted, "We met the green
monster, looked her in the eye, and . . . SHE BLINKED! We got it!
Thank you Seattle!"

Komonews relates sources leaving Thursday's meeting said it was
one of the most controversial auctions they've been to and expect
there to be an appeal.

According to The Associated Press, the bidders included Seattle-
based Starbucks Corp., and Baristas Coffee, which operates a chain
of drive-thru espresso stands featuring female employees in skimpy
outfits.

The AP says a representative for Starbucks declined to provide
details of the company's bid, citing the court's confidentiality
orders.  According to the AP, the Seattle Times has reported that
Starbucks only wants to buy about half of Tully's chains.

The AP notes the auction process was not public.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, called
Baristas the "Hooters of the coffee world."  The DBR report says
coffee at the Baristas chain's 11 locations throughout five states
are served up by youngish, busty and barely clothes co-eds.

According to DBR, Baristas Chief Executive Barry Henthorn said he
has rounded up money from longtime Tully's shareholders who are a
mix of characters from professional athletes from the NFL and NBA
to savvy investors whose buy-in helped grow the Tully's brand to
47 locations along the West Coast.  If the group wins at auction,
Henthorn said the Tully's existing baristas could keep their
clothes on but that the brand might get a makeover towards modern.

According to DBR, Tully's CEO Scott Pearson announced the first
$4.3 million bid from a private equity firm at the beginning of
its bankruptcy case.  The report says the Baristas group values
its offer at $10.4 million, though parts of the deal don't appear
to comply with the Bankruptcy Code.  Specifically, the proposal
would pay some money to shareholders while shorting creditors who
are supposed to be paid in full first.

Tully's has 47 company-run locations in Washington and California,
as well as 58 licensed stores around the nation.

The Troubled Company Reporter on Dec. 12, 2012, reported that
Baristas Coffee Company filed an offer to purchase all of the
assets of TC Global, Inc., doing business as Tully's.  A new
company "Baristas Acquisition Partners, Inc." was formed to
complete an offer.  Lisa Jennings, writing for Nation's Restaurant
News, said Baristas indicated it was a $10.4 million bid.

Tully's signed Jonah Retail Holdings LLC, an affiliate of Kachi
Partners, to a $4.3 million contract for the 47 continuing
locations.  The Kachi's offer included $1.25 million cash and the
assumption of liability for $1 million in gift cards and $1.63
million to cure defaults on contracts.  The deal includes a
$200,000 "break up" fee if a higher bidder emerges.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012, and is represented by
attorneys at Bush Strout & Kornfeld LLP, in Seattle.  TC Global
disclosed assets of $4.9 million and debt totaling $3.7 million,
including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's said it would close nine stores
following bankruptcy.

Bloomberg reported that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TELECONNECT INC: Incurs $3.8 Million Net Loss in Fiscal 2012
------------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.87 million on $143,910 of sales for the year ended Sept. 30,
2012, compared with a net loss of $3.26 million on $112,722 of
sales during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $6.42
million in total assets, $11.49 million in total liabilities, all
current, and a $5.06 million total stockholders' deficit.

Coulter & Justus, P.C., in Knoxville, Tennessee, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a net capital deficiency in addition to a working capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/fhaUMb

                      About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.


TELIGENT INC: Judge Vacates Judgment Uncollected for 7 Years
------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein vacated a default judgment
that Savage & Associates, P.C., as the Unsecured Claim Estate
Representative for and on behalf of Teligent, Inc., et al.,
obtained nearly eight years ago against 1737 North First Street
Corporation.  1737 Corp. moved to vacate the default judgment and
dismiss the adversary proceeding, contending that the service of
process was insufficient.  The Court agreed and dismissed the
adversary proceeding as to 1737 Corp.

On May 12, 2003, Savage commenced a preference action against 1737
Corp. and 17 other defendants to recover transfers made within 90
days of the petition date.  The Complaint indicated that 1737
Corp. received transfers aggregating $30,558 from Teligent.  Most
of the defendants, including 1737 Corp., did not respond to
Savage's request for mediation or comply with the Court's ensuing
mediation order.

On April 18, 2005, the Court entered a default judgment against
1737 Corp. in the sum of $30,588.  The Court also entered default
judgments against 13 other defendants.

Seven years passed without any apparent effort to collect the
Judgment.  Then, on June 27, 2012, Savage wrote to 1737 Corp. at
"1737 North First St. Corps, 1737 N. 1st St., San Jose, CA 95112."
The letter enclosed the Judgment and demanded that 1737 Corp.
remit payment in its amount, $30,558 plus interest, within 10
business days.  The defendant initially responded by letter dated
July 16 and on Sept. 7 filed the Motion to Vacate.  The motion
seeks to vacate the Judgment and dismiss the Complaint as against
1737 Corp., contending that Savage failed to serve 1737 Corp., and
failed, therefore, to acquire personal jurisdiction over it.

The case is, SAVAGE & ASSOCIATES, P.C., as the Unsecured Claim
Estate Representative for and on behalf of TELIGENT, INC., et al.,
Plaintiff, v. 1201 OWNER CORP., et al., Defendants, Adv. Proc. No.
03-03187 (Bankr. S.D.N.Y.).  A copy of the Court's Jan. 3
Memorandum Decision and Order is available at http://is.gd/Up29vb
from Leagle.com.

Walter E. Swearingen, Esq. -- wswearingen@llf-law.com -- at Levi,
Lubarsky & Feigenbaum, LLP, represents 1737 North First Street
Corp.

                        About Teligent Inc.

Teligent, Inc. was engaged in the telecommunications business,
operating antennas on space leased from property owners.  Teligent
and certain of its affiliates filed chapter 11 petitions (Bankr.
S.D.N.Y. Case No. 01-12974) on May 21, 2001.  Lawyers at Kirkland
& Ellis represented the Debtors in their restructuring effort.
When the Company filed for protection from its creditors, it
disclosed $1,209,476,000 in assets and $1,649,403,000 debts.
Teligent confirmed a liquidating plan on Sept. 5, 2002, and in
accordance with the plan, the Official Committee of Unsecured
Creditors selected Savage & Associates, P.C., as the Unsecured
Claim Estate Representative to, among other things, pursue
avoidance actions on behalf of the unsecured creditor
constituency.


THQ INC: Court Rejects DIP Loan, Slows Down Sale Process
--------------------------------------------------------
Bloomberg News' Michael Bathon reports that Delaware Bankruptcy
Judge Mary F. Walrath at a hearing on Jan. 4 denied the request of
THQ Inc. to obtain approval of a loan to help fund operations and
hold a quick bankruptcy sale.

The report relates Judge Walrath sided with creditors that said
the proposed sale process didn't give potential buyers enough
time.  Judge Walrath found THQ's efforts to market the company for
sale before bankruptcy weren't sufficient for her to allow the
aggressive sale process.

"I have problems concluding that the pre-petition sale process was
fulsome," Judge Walrath told lawyers at the hearing, noting THQ
"did not even put out to the public that it was for sale" until
potential buyers signed non-disclosure agreements.

According to Bloomberg, Judge Walrath noted that about 10
potential buyers contacted THQ after finding out about the sale
from its bankruptcy filing, evidence the marketing "isn't an
adequate substitute for a sales process in bankruptcy."

"I am not convinced that we are under the gun to have a sale
process by the 15th," Judge Walrath told lawyers, according to the
Bloomberg report.  She scheduled a hearing for Jan. 7, telling
lawyers, "in the meantime I think the parties need to talk."

Bloomberg also relates Jeffrey C. Krause, a THQ attorney, said
after the hearing that Judge Walrath wants the lawyers to
negotiate over the weekend and the company will have to consult
with Clearlake, which is providing part of the bankruptcy loan, to
determine how they will proceed.

THQ filed for bankruptcy with a deal to sell substantially all its
assets to Clearlake Capital Group LP in a deal valued at about $60
million.  THQ proposes to set the bidding deadline by Jan. 8, an
auction Jan. 9, and a sale approval hearing Jan. 10. Creditors
want the sale process extended by about three weeks.

                            Objections

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that THQ Inc. is facing opposition in bankruptcy court
from an ad hoc group of unsecured noteholders and from the U.S.
Trustee. Both propose selling the business on a more deliberate
schedule.

According to the report, THQ wants the judge in Delaware to put
the business up for auction on Jan. 9.  The noteholders filed
papers last week arguing that the proposed bidding procedures
"appear to have been designed specifically to thwart potential
bidders from stepping forward."

On top of an "unjustifiably accelerated sale timeline," the
noteholders contend bidders should be permitted to submit offers
for specific games rather than the entire portfolio.  The U.S.
Trustee, the bankruptcy watchdog for the Justice Department,
argues that some of the proposed bidding rules would "chill
bidding." The U.S. Trustee also calculates the buyer's breakup fee
and expense reimbursement as being twice as large as judges in
Delaware ordinarily would approve.  The noteholders also oppose
final approval of $10 million in financing, saying it would
solidify "onerous deadlines."

THQ has Clearlake Capital Group LP under contract to buy the
business for about $60 million.  The price includes paying off
financing for the Chapter 11 effort estimated to be $29 million,
plus $6.65 million in cash.  The price also includes the
assumption of about $15 million in debt and a $10 million seven-
year note bearing 2% interest.

THQ's unsecured notes traded Jan. 3 for 13 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                            About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


TIGER MEDIA: Raises $2.1-Mil. From Exercise of Warrants
-------------------------------------------------------
Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
unveiled the results of the offer to exercise warrants at a
reduced exercise price, which the Company provided to its holders
of Public Warrants, Insider Warrants, and Underwriter Warrants.
The opportunity to exercise up to one-third of a holder's
outstanding Warrants at a reduced exercise price expired at 5:00
p.m. Eastern Time on Dec. 26, 2012.

The Company raised a total of $2.1 million from proceeds received
as a result of the exercise of Warrants to purchase 1,709,749 of
the Company's ordinary shares.

In addition, pursuant to the terms of the offer, at the expiration
date of the Warrants, which is Feb. 19, 2013, 3,219,596 Warrants
held by participating holders, representing two times the number
of Warrants exercised by those holders, will have their expiration
date extended until Dec. 26, 2013, and the exercise price of such
Warrants will be reduced to $2.50, with respect to the Public and
Insider Warrants.  Furthermore, an additional 186,000 warrants
were submitted via Notice of Guaranteed Delivery.  There were no
Underwriter Warrants exercised.  Warrants not exercised or
extended will expire on Feb. 19, 2013.

                         About Tiger Media

Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
is a nationwide multi-platform media company and one of the
largest operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
high-impact billboards and one of China's largest networks of in-
elevator advertisement panels in 50 cities throughout China.
Additionally, SearchMedia operates a network of large-format light
boxes in concourses of eleven major subway lines in Shanghai.
SearchMedia's core outdoor billboard and in-elevator platforms are
complemented by its subway advertising platform, which together
enable it to provide a multi-platform, "one-stop shop" services
for its local, national and international advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financials
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at Dec.
31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


TXU CORP: Bank Debt Trades at 33% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 66.82 cents-on-the-dollar during the week
ended Friday, Jan. 4, 2013, a drop of 0.29 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 192 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

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


TXU CORP: Bank Debt Trades at 24% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 76.25 cents-on-the-dollar during the week
ended Friday, Jan. 4, 2013, an increase of 1.47 percentage points
from the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 192 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

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


UNIVERSAL BIOENERGY: May Sell Up to 3-Billion of Shares
-------------------------------------------------------
Universal BioEnergy, Inc., filed with the Nevada Secretary of
State a Certificate of Amendment to the Company's Articles of
Incorporation on Dec. 26, 2012, to increase the number of
authorized shares of the Corporation's common stock from
1,000,000,000 to a total of 3,000,000,000 shares.  The amendment
also provides that the total number of shares of "Preferred Stock"
that the Corporation is authorized to issue is 10,000,000 shares
with a par value of $0.001 per share.

The Amendment was approved by a unanimous written consent of all
the directors of the Company.

The purpose of increasing the number of shares of common stock is
to use them for business and financial purposes, including raising
capital, for mergers and acquisitions, acquiring products or
services in exchange for stock, attracting and retaining
employees, increasing the Company's shareholder base, and being
able to respond rapidly to opportunities that arise in the
marketplace.

The potential targets profile will primarily include companies
with well established marketing and distribution channels, a
defensible competitive position and strong growth opportunities.
Some companies being targeted are, oil producers, oil drilling
companies, refined oil product producers, natural gas producers,
gas marketers, pipeline companies, pipeline construction
companies, gas storage facilities, propane producers, high wall
surface coal mines, refined oil product producers, and the
acquisition of energy technology patents and licenses.  The
Company is also looking at acquiring producing petroleum and gas
wells, assets/properties and related energy companies.

The management does not intend to actually issue all of the
authorized shares to the public, as they will primarily remain
within the corporate treasury until needed.

"Some shareholders may view this action as a potential for
dilution and a devaluation of their shares, however we believe
there are many valuable benefits to its shareholders," the Company
said in a Form 8-K filed with the Securities and Exchange
Commission.

The management believes that the shareholders would likely receive
greater potential financial rewards by means of increased
revenues, earnings, a significant increase in the price of the
stock, greater market value of the Company, increased assets and
more liquidity.

A copy of the Amended Articles of Incorporation is available at:

                        http://is.gd/n0DtOY

                      About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

After auditing the 2011 results, Bongiovanni & Associates, CPA'S,
in Cornelius, North Carolina, noted that the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.

The Company reported a net loss of $2.11 million in 2011,
compared with a net loss of $2 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.37 million in total assets, $9.12 million in total liabilities,
and a $1.74 million total stockholders' deficit.


UPPER CRUST: Court Rejects Buyout Offer From Lawyer, Ex-Employees
-----------------------------------------------------------------
Jenn Abelson, writing for The Boston Globe, reports that Judge
Henry J. Boroff on Thursday declined to accept a bid by a lawyer
representing former Upper Crust workers to buy four of the
company's pizzerias and block their sale to a private equity firm
with ties to the bankrupt chain's ousted founder.  Judge Boroff
said the offer was too late since the auction of Upper Crust's
assets took place Dec. 19.

The Globe relates Shannon Liss-Riordan, Esq., submitted a purchase
plan late Wednesday on behalf of ex-employees who accuse Upper
Crust of seizing their wages.  According to the report, the offer
includes a proposal to pay $855,000 for leases at the South End,
Watertown, Wellesley, and Lexington locations; and is $200,000
more than the proposed sale price of the four restaurants to UC
Acquisition, an affiliate of investment firm Ditmars Ltd., which
plans to work with Upper Crust founder Jordan Tobins.

The report says the proposal called for employees to have an
ownership stake in the pizza shops; and included a $510,000 loan
from Elizabeth Grady chief executive John P. Walsh; $50,000 of Ms.
Liss-Riordan's own money; and $295,000 from bidders who were
unsuccessful in their attempt to purchase the South End site's
lease at last month's auction.  Ms. Liss-Riordan and another
partner who bought the lease for the Harvard Square site plan to
give employees ownership shares at that restaurant, which will
operate under a different name.

The report says Ms. Liss-Riordan objected to the sale, arguing it
would violate the terms of an injunction pending against Mr.
Tobins that prohibited him from transferring assets.  A hearing on
that injunction was scheduled for Friday before Suffolk Superior
Court Judge Bonnie H. MacLeod.

Mr. Tobins, who was placed on leave last year after fellow Upper
Crust owners accused him of misusing company funds, is not putting
any money toward the UC Acquisition deals, an attorney for Mr.
Tobins previously told the Globe.

The report says a lawyer for UC Acquisition Thursday declined to
comment on the court's denial of the alternate sale proposal.

Upper Crust Pizza LLC, the operator of upscale pizza restaurants
in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-18134) on Oct. 4, 2012, in Boston.  John C. Elstad,
Esq., at Murphy & King, P.C., in Boston, serves as counsel.  The
Debtor estimated under $10 million in both assets and liabilities.


VS FOX: U.S. Trustee, Creditors Want Case Converted to Ch. 7
------------------------------------------------------------
The U.S. Trustee has asked the U.S. Bankruptcy Court for the
District of Utah to dismiss or convert to Chapter 7 the bankruptcy
case of VS Fox Ridge, LLC, and equity owners Stephen LaMar
Christensen and Victoria Ann Christensen.

On Dec. 6, 2012, creditors Mountain Home Development Corp., JK Fox
Ridge, LLC, ST Fox Ridge, LLC, Ted Heap, Kinnon Sandlin, Triumph
Commercial Investments, LLC, Fox Ridge Investments, LLC, Triumph
Mixed Use Investments III, LLC, and Land Com Financial Group, LLC,
have also asked the Court to appoint a Chapter 11 Trustee or to
convert the Debtors' bankruptcy case to Chapter 7.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.
Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


WARNER MUSIC: CEO, CFO Sign New Employment Pacts, Get Pay Hike
--------------------------------------------------------------
Cameron Strang, Chairman and CEO of Warner/Chappell Music, and
Brian Roberts, chief financial officer, have signed new employment
agreements with Warner Music Group Corp. which became effective on
Jan. 1, 2013.

Mr. Strang will receive an increase of his annual salary to
$2,250,000.

Each of these individuals elected to participate in the Warner
Music Group Corp. Senior Management Cash Flow Plan, and these new
employee letters were a condition to their participation in the
Plan.

Pursuant to their elections to participate in the Plan, Mr. Strang
will receive fixed allocations of 0.925% while and Brian Roberts
will receive fixed allocations 0.19% of the Company's "free cash
flow".  In addition, in connection with their participation in the
Plan, Messrs. Strang and Roberts will have the opportunity under
the Plan to acquire up to 0.4625% and 0.095% of Deferred Equity
Units, and also they will be granted 0.4625% and 0.095% Matching
Equity Units, respectively.

                       About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $5.27
billion in total assets, $4.33 billion in total liabilities and
$944 million in total equity.


WILLIAM D. HALL: Former Counsel Loses Bid to Modify Fee Award
-------------------------------------------------------------
Bankruptcy Judge Arthur I. Harris denied two motions by debtor
William D. Hall's former counsel, Ronald E. Henderson, Esq.:

     -- the motion to modify a joint stipulation awarding the
        former counsel's attorney's fees; and

     -- the motion to clarify or modify the debtor's confirmed
        plan of reorganization regarding the payment of the
        former counsel's attorney's fees.

On July 28, 2011, Mr. Henderson filed an application for
compensation seeking attorney's fees of $196,578, representing
services provided in the sum of $217,578 minus the retainer
received in the sum of $21,000.  The United States Trustee
objected.

On Sept. 21, 2011, Mr. Henderson and the U.S. Trustee filed a
joint stipulation agreeing to the award of attorney's fees in the
sum of $192,092.  On Oct. 3, 2011, pursuant to the joint
stipulation, the Court awarded Mr. Henderson attorney's fees of
$192,092.50, plus expenses in the sum of $7,079.  During the month
of October 2011, the debtor paid Mr. Henderson $125,011 of the
attorney's fees owed.

On July 26, 2012, Mr. Henderson filed a motion to modify the joint
stipulation agreeing to the award of his attorney's fees.  In the
motion, he stated he incorrectly indicated in his application for
attorney's fees that he received a retainer of $21,000 and
asserted that he actually received only a retainer of $10,000 for
the case.

The U.S. Trustee objected to Mr. Henderson's motion to modify the
joint stipulation.  The debtor, through new counsel, also
objected.

On Aug. 31, 2012, Mr. Henderson counsel filed a motion to modify
the debtor's confirmed Chapter 11 plan of reorganization with
regard to payment of his attorney's fees.  He wants the plan
modified to provide a date by when the debtor's properties must be
sold and by when administrative fees must be paid to Class 1
holders.

The debtor again objected, arguing that Mr. Henderson lacks
standing to move for modification of the confirmed Chapter 11
plan, and in the alternative, the debtor desires to propose his
own modification of the plan.

Mr. Henderson opposed mediation.

According to Judge Harris, cause does not exist to modify the
joint stipulation.  Even if the $10,000 math error is correct, the
judge said Mr. Henderson is responsible for preparing and
reviewing his own fee application.  "For former counsel to raise
this purported error in his own fee application almost a year
after submitting it to the Court is not a sufficient ground to
modify the stipulation under Bankruptcy Rule 9024 or analogous
provisions."

Judge Harris also said Mr. Henderson's motion to modify the
debtor's plan lacks merit.  Modification of a confirmed Chapter 11
plan is governed by 11 U.S.C. Sec. 1127(b) and (e) and Bankruptcy
Rule 3019(b).  The judge said Mr. Henderson lacks standing to
modify the plan under Sec. 1127(b) because he is not the proponent
of the plan or the reorganized debtor.  The judge also pointed out
that Mr. Henderson does not provide any specific language for the
requested modification nor any specific time limits for selling
properties and paying administration fees to Class 1 holders.

"In addition, the equities in this case do not support
modification of the debtor's plan. Approximately two years after
the plan was confirmed, former counsel now seeks to modify terms
that he himself drafted," Judge Harris noted.

To the extent that former counsel's motion merely seeks
clarification of the plan's terms as to the payment of attorney's
fees, the Court said further clarification is unnecessary.  The
confirmed plan indicates that former counsel will be paid when
properties have been sold.  Hence, if properties have not yet been
sold, then former counsel is not yet entitled to payment.

"If former counsel believes that delay in selling properties is
delaying his right to be paid, former counsel is himself partly
responsible for the situation.  After all, he was the one who
agreed to be paid within 30 days after the sale of the properties.
To the extent that this delay constitutes a material default with
respect to the confirmed plan, or other cause for conversion or
dismissal, former counsel can always file a motion under [11
U.S.C. Sec] 1112(b) and Bankruptcy Rule 1017; however, such a
motion is not before the Court.  Accordingly, the motions of
former counsel are denied," Judge Harris said.

A copy of Judge Harris' Jan. 3, 2013 Memorandum of Opinion is
available at http://is.gd/O2nNkTfrom Leagle.com.

                       About William D. Hall

William D. Hall and Virginia L. Hall, in Hudson, Ohio, filed a
joint Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No.
09-54016) on Sept. 7, 2009.  Ronald E. Henderson, Esq., served as
the Debtors' counsel.  The Halls estimated under $10 million in
assets.  A full-text copy of the Debtors' petition, including a
list of their 12 largest unsecured creditors, is available for
free at http://bankrupt.com/misc/ohnb09-54016.pdf


WPCS INTERNATIONAL: Has Until June 24 to Regain Nasdaq Compliance
-----------------------------------------------------------------
WPCS International Incorporated received notification from The
Nasdaq Stock Market indicating that the Company had been granted
an additional 180 calendar days to regain compliance with the
$1.00 minimum per share bid price required for continued listing
on The Nasdaq Capital Market.  On June 25, 2012, the Company was
notified by Nasdaq that the Company did not meet the minimum bid
price requirement for continued listing and was provided until
Dec. 24, 2012, to achieve compliance.

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has
180 calendar days from the date of the Nasdaq letter, or until
June 24, 2013, to regain compliance with the minimum bid price
rule.  To regain compliance, the closing bid price of the
Company's common stock must be at or above $1.00 per share for a
minimum of 10 consecutive business days.  Nasdaq may, in its
discretion, require the Company to maintain a bid price of at
least $1.00 per share for a period in excess of 10 consecutive
business days, but generally no more than 20 consecutive business
days, before determining that the Company has demonstrated an
ability to maintain long-term compliance.  If the Company does not
regain compliance by June 24, 2013, Nasdaq will provide written
notification to the Company that the Company's common stock may be
delisted.  At that time, the Company may then appeal the delisting
determination to a Hearings Panel.  There can be no assurances
that the Company will be able to regain compliance with the Nasdaq
minimum bid price rule and thereby maintain the listing of its
common stock.

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.

The Company's balance sheet at Oct. 31, 2012, showed $21.47
million in total assets, $14.69 million in total liabilities and
$6.78 million in total equity.


* Equity Firms May Seek New Bank Exit Plans in '13, Fitch Says
--------------------------------------------------------------
Rising bank regulatory costs, a persistently low interest rate
environment, and weak equity valuations may force increasing
numbers of private equity (PE) firms with investments in U.S.
banks to consider alternatives to traditional exit strategies in
2013, according to Fitch Ratings.

More than four years after the onset of the financial crisis, when
many PE firms made initial investments in U.S. banks that were
starved for capital, most investors are weighing exit options
carefully as their typical investment periods of three to five
years come to a close. The operating challenges faced by many
smaller banks backed by private equity, including historically low
net interest margins and higher regulatory compliance costs, have
depressed expectations for organic returns. This has led many
prospective acquirers and equity investors to mark down
valuations, in many cases undermining exit economics for PE
investors looking to sell stakes in leveraged banks.

Fitch says, "As a result, we expect more PE investors to pursue
alternative investment return strategies in 2013, including more
reliance on share repurchases and special dividends in place of
IPOs and M&A transactions. To a large extent, these changes
reflect a new recognition of likely delays in the timing of exits,
driving decisions to boost near-term returns via cash
distributions while pushing ultimate exit dates further out.

"Evidence of the shift in exit strategies began to emerge in 2012,
when many high-profile investment firms moved away from IPOs and
M&As to pursue other cash distribution policies or, in some cases,
by extending their investment time horizon beyond three to five
years."

Washington-based Sterling Bank, minority-owned by Warburg Pincus
and Thomas H. Lee Partners, announced a special dividend that was
paid out in late December. In addition, Webster Financial
completed a $100 million share repurchase in December after the
bank completed a partial IPO of its shares. After the IPO, Warburg
retained a 14% ownership stake in Webster.

"Absent a robust turnaround in U.S. bank fundamentals in 2013, we
expect more institutions with PE backing to evaluate alternative
exit scenarios more carefully this year. A revival of the IPO
market and a pick up in bank M&A could ease pressure on PE firms
to consider exit alternatives, but many investors in banks will
likely be forced to look away from traditional exit routes and
push out return horizons as industry profitability remains under
pressure," Fitch adds.


* Fitch Says U.S. Prime Auto ABS Losses Hold Steady
---------------------------------------------------
The end of 2012 brings continued strong performance for U.S. prime
auto ABS while subprime loans again took a step back, as expected,
according to the latest index results from Fitch Ratings.

Prime auto ABS produced the strongest year to date with losses
dropping to record low levels, ranging from 0.14%-0.53%. As Fitch
predicted, subprime auto ABS performance has declined over the
past six months, driven by the typical weak fall season going into
late 2012.

Factors supporting performance in 2012 included the recovering
U.S. economy albeit volatile, strong used vehicle values and high
recovery rates, and strong collateral characteristics and solid
performance of the 2009-2011 vintages to date.

November saw the Manheim Used Vehicle Value Index rising to 122.6
from 121.9 in October, as wholesale vehicle values was strong and
values rose due to increased demand and tight inventories due to
the effects of Hurricane Sandy. Although wholesale vehicle values
came down from peak levels seen earlier in the year, they are
holding strong going into 2013. Fitch expects used vehicle values
to continue this trend in 2013 albeit at somewhat lower levels.

Prime 60+ day delinquencies dropped to 0.36% in November from
0.37% in October. This represents a 21.7% improvement year-over-
year (YOY). Prime cumulative net losses (CNL) also dipped in
November, improving 3.3% month-over-month (MOM) and 48.2% lower
than in November 2011. Prime annualized net losses (ANL) were
0.36%, slightly above October's level (0.34%) but were 32.1%
stronger YOY.

Subprime 60+ day delinquencies came down 5.4% in November to
3.53%. However, ANL rose to 6.72%, a 4.4% increase MOM and 0.5%
rise YOY.

U.S. auto ABS issuance has been buoyant in 2012. Driving the
strong issuance numbers are higher new and used auto sales this
year, the expanding consumer credit market, availability of new
improved vehicle models and the aging U.S. vehicle fleet.

Fitch's auto ABS indices comprise of $67.19 billion of outstanding
notes issued from 121 transactions. Of this amount, 75% comprise
prime auto loan ABS and the remaining 25% subprime ABS.

Fitch's outlook for prime auto ABS asset performance heading into
2013 is stable, while ratings performance outlook remains positive
for prime auto loan ABS.


* US Prime MMF Exposure to Eurozone Banks Up in 5 Mos., Fitch Says
------------------------------------------------------------------
U.S. prime money market fund (MMF) exposure to Eurozone banks rose
for the fifth consecutive month although exposures remain well-
below previous levels, according to Fitch Ratings.

As of end-November 2012, Eurozone bank allocations accounted for
13.7% of total U.S. MMF holdings, an 8% increase on a dollar basis
since end-October 2012. During the same period MMF allocations to
German and French banks increased by 26% and 6%, respectively.
Despite these recent increases, MMF exposure to Eurozone banks
remains 60% below end-May 2011 levels.

Fitch believes a return to end-May 2011 eurozone exposures in the
near term is unlikely, particularly given European banking
supervisors' efforts to limit banks' use of short-term USD
funding. New Basel liquidity rules will likely also discourage
banks' use of short-term wholesale funding. These regulatory
pressures could constrain the future issuance of shorter-term bank
debt, which has historically been an important asset class for
MMFs.

The proportion of European and Eurozone exposure in the form of
repos rose slightly, indicating a preference for secured exposure
that might signify lingering MMF risk aversion to the sector.
Aggregate repo exposure continues to represent about 20% of total
MMF assets.

The 15 largest exposures to individual banks, as a group, comprise
approximately 42% of total MMF assets, with only one Eurozone bank
within the top-15.

The full report 'U.S. Money Fund Exposure and European Banks:
Eurozone Rises for Fifth-Straight Month' is available at
'www.fitchratings.com'.


* Slow Growth in U.S. Power Use to Add Pressure to Some Entities
----------------------------------------------------------------
Fitch believes the expected small increases in U.S. electricity
usage will add to the financial pressure on some power entities.
The Energy Information Administration projects a 0.6% increase in
consumption for industry and 0.7% for residences through 2040.
Consumption fell in 2008, 2009, and 2011 with a small increase in
2010.

For competitive generation companies (gencos), the dampening
effect on electricity sales from energy efficiency has exacerbated
the already depressed spot and forward wholesale power prices.
Coal-fired generators are most vulnerable as evidenced by the
recent writedown by Ameren of its merchant genco business and
Dominion's retirement of its Kewaunee nuclear power plant.

"Over the next three-to-five years, we expect increasing
challenges to the monopolistic utility business model as federal
lighting standards will be fully effective in 2015 and competition
is introduced from energy efficiency and demand-response
businesses, the economics of which compare favorably to utility
supplied power and such lost sales will hurt the utility credit
profile. The avoidance of electricity consumption, measured as
"negawatts", is already reflected in market pricing at PJM
capacity auctions and competes with traditionally supplied power.
Higher unit costs and stranded costs in less productive capital
investments are the largest potential impact from slower
electricity sales," Fitch says.

"In our view, the impact on most public power entities is not
likely to be as material, given their cost-of-service business
model and lower reliance on industrial sector sales. Slower growth
in usage could even delay investment in expensive new power supply
resources for many public power utilities, thereby moderating
production costs and necessary rate increases.

"However, public power entities that rely heavily on the sale of
excess power to subsidize retail revenue are likely to face
continued pressure to raise rates in 2013. In addition to the
reduction in usage, we expect pressure on these entities to rise
as wholesale market prices increase only modestly through 2015,
natural gas prices remain low and most regions of the U.S.
maintain excess capacity."


* Cleary Gottlieb Blasts Subpoena in $1.4B Argentina Debt Suit
--------------------------------------------------------------
Daniel Wilson of BankruptcyLaw360 reports that Cleary Gottlieb
Steen & Hamilton LLP asked a New York federal judge to quash a
subpoena served on it by several private equity-backed bondholders
in a $1.4 billion Argentine debt default suit, saying allegations
of a scheme to avoid a judgment in the case were baseless.

According to the law firm's motion, the companies' attempts to
obtain documents from the firm over its supposed attempts to help
Argentina, its client, evade several court orders to repay $1.4
billion owed to the plaintiffs, the report notes.


* Manhattan District Judge Barbara Jones Joins Zuckerman Spaeder
----------------------------------------------------------------
Peter Lattman, writing for The New York Times, reports that Judge
Barbara S. Jones, a federal judge and a former prosecutor, is
stepping down from the bench to join the law firm Zuckerman
Spaeder.

According to the NY Times, Ms. Jones, of the U.S. District Court
for the Southern District of New York in Manhattan, said in an
interview that her last day as judge was Friday and that she would
start at Zuckerman Spaeder later this month.  "I've been in public
service for more than 40 years, the last 17 on the bench," Judge
Jones told NY Times. "I'm ready to try something new."

The report notes Judge Jones, 65, has never worked in a law firm,
not even during a summer internship.  A graduate of Temple
University's law school, she spent the first half of her career as
a prosecutor in three offices -- the Justice Department's
organized crime strike force, the United States attorney's office
in the Southern District of New York and the Manhattan district
attorney's office.  President Bill Clinton, acting on the
recommendation of Senator Daniel Patrick Moynihan, nominated her
for a judgeship in 1995.

NY Times relates she presided over a wide range of cases,
including the 2005 trial of Bernard J. Ebbers, the former chief
executive of WorldCom, and the 1997 trial of Autumn Jackson, a
woman who tried to extort millions of dollars from the entertainer
Bill Cosby.  Both resulted in convictions.

According to NY Times, Zuckerman Spaeder has expanded its
Manhattan office over the last year.  A litigation boutique with
headquarters in Washington, the firm recently hired three
prominent lawyers for its New York presence: Steven M. Cohen, a
former top aide to Gov. Andrew M. Cuomo; Andrew E. Tomback, a
former partner at Milbank, Tweed, Hadley & McCloy; and Paul
Shechtman, a criminal defense lawyer who, as a young prosecutor,
was supervised by Ms. Jones.


* Schulte Roth & Zabel Elects New Partner & Promotes Associates
---------------------------------------------------------------
Schulte Roth & Zabel LLP on Jan. 4 announced the election of
Taleah E. Jennings as partner.  The firm also announces the
promotions of Laura Angel-Lalanne, Christopher H. Giampapa, Rami
Kidouchim, Brian T. Kohn, Neil Robson and Cathy A. Weist to
special counsel.

Taleah Jennings, Laura Angel-Lalanne, Christopher Giampapa, Rami
Kidouchim and Brian Kohn are located in the firm's New York
office.  Neil Robson and Cathy Weist are resident in the firm's
London office.

"All of these lawyers have distinguished themselves through their
contributions to our clients and the firm," said Alan Waldenberg,
chair of the firm's executive committee and chair of the tax
group.  "They are an important part of the firm's future and we
are very proud to recognize their achievements."

                              Partner

Taleah E. Jennings, a partner in the litigation group, focuses her
practice on complex commercial litigation of all types and
securities litigation and enforcement matters, as well as
employment-related disputes.  Her clients are primarily financial
services entities, such as investment managers, private equity
firms, interdealer brokerage firms and commercial real estate
firms.  Taleah has litigated cases in various state and federal
courts, as well as regulatory and arbitration forums, from the
commencement of claims through trials and appeals.  She received
her J.D. from Rutgers-Newark Law School and her B.S. from the
University of Maryland.

                         Special Counsel

Laura Angel-Lalanne, a special counsel in the individual client
services group, practices in the areas of estate planning and
administration, trusts, family law, and the creation,
administration and taxation of charitable organizations.  Laura
received her J.D. from Harvard Law School and her B.A. from the
University of Michigan.

Christopher H. Giampapa, a special counsel in the litigation
group, represents hedge and private equity funds, financial
services companies and individuals in a variety of areas,
including in complex commercial, securities and employment-related
litigation.  Chris also has experience with internal
investigations and regulatory inquiries, including insider
trading, obstruction of justice, witness tampering, anti-money
laundering and antitrust violations.  He received his J.D., cum
laude, from Harvard Law School and his B.A., magna cum laude, from
Amherst College.

Rami Kidouchim, a special counsel in the finance group, represents
both creditors and debtors (including hedge funds, private equity
funds, fund of funds, commercial finance companies and investment
banks) in a wide range of domestic and cross-border commercial and
corporate finance transactions.  Rami also has experience in
structuring and negotiating complex secured and unsecured
financing transactions, including asset-based and cash-flow
financings, acquisition and leveraged financings, private
placements and public offerings of debt securities, debtor-in-
possession financings, second lien and subordinate debt
financings, restructurings and workouts.  Rami received his J.D.,
cum laude, from Brooklyn Law School and his B.S., cum laude, from
Yeshiva University.

Brian T. Kohn, a special counsel in the litigation group,
practices in the areas of complex commercial, securities,
accountants' liability, mergers and acquisitions, and bankruptcy
and creditors' rights litigation.  Brian also regularly represents
clients in connection with SEC and other regulatory inquiries and
investigations.  In his pro bono practice, Brian has frequently
worked with the Innocence Project, a non-profit legal clinic
focused on exonerating wrongly convicted individuals.  Brian is a
cum laude graduate of the Benjamin N. Cardozo School of Law and he
received his B.A. from Ithaca College.  Prior to law school, Brian
spent five years as a reporter at several New York newspapers.

Neil Robson, a special counsel in the investment management group,
focuses on counseling hedge and private equity funds on
operational, regulatory and compliance matters regarding FSA and
E.U. authorization and compliance, cross-border issues in the
financial services sector, market abuse, anti-money laundering and
regulatory capital requirements, formations and buyouts of
financial services groups and structuring and marketing of
investment funds.  Neil graduated from BPP Law School and earned
an M.A. and B.A. from University College London, as well as a
diploma from Birkbeck College at the University of London.

Cathy A. Weist, a special counsel in the investment management
group, focuses her practice on advising European and U.S.
investment managers of hedge funds, private equity funds, hybrid
funds and fund of funds in all aspects of their business.  She
also provides advice to clients on general securities law and
regulatory matters impacting investment funds and their managers,
such as compliance with SEC rules and the marketing of funds in
various jurisdictions.  She received her J.D. from the New York
University School of Law and her B.S. from the University of Utah.

                  About Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP -- http://www.srz.com-- is a full-
service law firm with offices in New York, Washington, D.C. and
London.  Serving the financial services industry, the firm
regularly advises clients on corporate and transactional matters,
as well as providing counsel on securities regulatory compliance,
enforcement and investigative issues.  The firm's practices
include litigation; investment management; business
reorganization; employment & employee benefits; environmental;
finance; individual client services; intellectual property,
sourcing & technology; M&A real estate; regulatory & compliance;
securities & capital markets; structured products & derivatives;
and tax.


* BOND PRICING -- For Week From Dec. 31 to Jan. 4, 2013
-------------------------------------------------------

  Company           Coupon    Maturity  Bid Price
  -------           ------    --------  ---------
1ST BAP CHUR MEL     7.500  12/12/2014     5.000
AES EASTERN ENER     9.000    1/2/2017     1.750
AES EASTERN ENER     9.670    1/2/2029     4.125
AGY HOLDING COR     11.000  11/15/2014    46.627
AHERN RENTALS        9.250   8/15/2013    68.000
ALION SCIENCE       10.250    2/1/2015    50.150
AMBAC INC            6.150    2/7/2087     4.765
ATP OIL & GAS       11.875    5/1/2015     9.900
ATP OIL & GAS       11.875    5/1/2015    10.250
ATP OIL & GAS       11.875    5/1/2015    10.250
BUFFALO THUNDER      9.375  12/15/2014    35.000
CENTRAL EUROPEAN     3.000   3/15/2013    60.000
CHAMPION ENTERPR     2.750   11/1/2037     1.000
DELTA AIR 1992B2    10.125   3/11/2015    30.000
DIRECTBUY HLDG      12.000    2/1/2017    18.750
DIRECTBUY HLDG      12.000    2/1/2017    18.750
DOWNEY FINANCIAL     6.500    7/1/2014    55.000
DYN-RSTN/DNKM PT     7.670   11/8/2016     4.875
EASTMAN KODAK CO     7.000    4/1/2017    10.750
EASTMAN KODAK CO     7.250  11/15/2013    11.550
EASTMAN KODAK CO     9.200    6/1/2021    12.600
EASTMAN KODAK CO     9.950    7/1/2018    12.100
EDISON MISSION       7.500   6/15/2013    48.875
ELEC DATA SYSTEM     3.875   7/15/2023    95.000
FAIRPOINT COMMUN    13.125    4/1/2018     1.000
FAIRPOINT COMMUN    13.125    4/2/2018     1.220
FIBERTOWER CORP      9.000    1/1/2016    20.500
FONTAINEBLEAU LA    10.250   6/15/2015     0.250
GEOKINETICS HLDG     9.750  12/15/2014    43.500
GEOKINETICS HLDG     9.750  12/15/2014    43.313
GLB AVTN HLDG IN    14.000   8/15/2013    32.000
GLOBALSTAR INC       5.750    4/1/2028    55.000
GMX RESOURCES        4.500    5/1/2015    44.775
HAWKER BEECHCRAF     8.500    4/1/2015     6.250
HAWKER BEECHCRAF     8.875    4/1/2015     6.250
HORIZON LINES        6.000   4/15/2017    30.000
HUTCHINSON TECH      8.500   1/15/2026    49.500
INTL LEASE FIN       4.150   1/15/2013    99.250
INTL LEASE FIN       4.350   1/15/2013    99.250
INTL LEASE FIN       4.950   1/15/2013    99.250
INTL LEASE FIN       5.250   1/10/2013   100.071
JEHOVAH-JIREH        7.800   9/10/2015    10.000
LBI MEDIA INC        8.500    8/1/2017    25.375
LEHMAN BROS HLDG     0.250  12/12/2013    20.625
LEHMAN BROS HLDG     0.250   1/26/2014    20.625
LEHMAN BROS HLDG     1.000  10/17/2013    20.625
LEHMAN BROS HLDG     1.000   3/29/2014    20.625
LEHMAN BROS HLDG     1.000   8/17/2014    20.625
LEHMAN BROS HLDG     1.000   8/17/2014    20.625
LEHMAN BROS HLDG     1.250    2/6/2014    20.625
LEHMAN BROS INC      7.500    8/1/2026    18.000
MANNKIND CORP        3.750  12/15/2013    73.250
MASHANTUCKET PEQ     8.500  11/15/2015    15.750
MASHANTUCKET PEQ     8.500  11/15/2015     5.250
MASHANTUCKET TRB     5.912    9/1/2021     5.250
MF GLOBAL LTD        9.000   6/20/2038    61.000
OVERSEAS SHIPHLD     8.750   12/1/2013    37.000
PLATINUM ENERGY     14.250    3/1/2015    66.500
PLATINUM ENERGY     14.250    3/1/2015    47.000
PMI CAPITAL I        8.309    2/1/2027     0.125
PMI GROUP INC        6.000   9/15/2016    30.500
POWERWAVE TECH       1.875  11/15/2024     3.500
POWERWAVE TECH       1.875  11/15/2024     3.500
POWERWAVE TECH       3.875   10/1/2027     3.500
POWERWAVE TECH       3.875   10/1/2027     3.500
PROLOGIS             1.875  11/15/2037    99.000
PRUDENTIAL FIN       2.750   1/14/2013   100.033
RESIDENTIAL CAP      6.875   6/30/2015    22.000
SAVIENT PHARMA       4.750    2/1/2018    18.000
SCHOOL SPECIALTY     3.750  11/30/2026    50.625
TERRESTAR NETWOR     6.500   6/15/2014    10.000
TEXAS COMP/TCEH     10.250   11/1/2015    31.000
TEXAS COMP/TCEH     10.250   11/1/2015    27.000
TEXAS COMP/TCEH     10.250   11/1/2015    28.000
TEXAS COMP/TCEH     15.000    4/1/2021    36.250
TEXAS COMP/TCEH     15.000    4/1/2021    34.125
THQ INC              5.000   8/15/2014    15.000
TL ACQUISITIONS     10.500   1/15/2015    34.375
TL ACQUISITIONS     10.500   1/15/2015    35.000
TOUSA INC           10.375    7/1/2012     2.000
UAL 1991 TRUST      10.020   3/22/2014    11.250
USEC INC             3.000   10/1/2014    36.750
VERSO PAPER         11.375    8/1/2016    43.000
WASH MUT BANK NV     6.750   5/20/2036     0.250
WESTERN EXPRESS     12.500   4/15/2015    61.500
WESTERN EXPRESS     12.500   4/15/2015    61.500



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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