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         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 17, 2011, Vol. 15, No. 16

                            Headlines

207 REDWOOD: Developers Want More Time to Complete Renovation
702 SERRANO: Section 341(a) Meeting Scheduled for Feb. 28
ADVANTAGE SALES: S&P Gives 'B+' on $975MM 1st-Lien Credit Facility
AMERICAN INT'L: Repays Fed Loan in Full; Treasury Gets 92% Stake
AMR CORP: JAL, AMR to Start Joint Business Venture in April

ANDREW JAHELKA: Creditor's Discharge Complaint Was Premature
ARCHITECTURAL SPECIALTIES: Case Summary & Largest Unsec. Creditors
ARKANOVA ENERGY: MaloneBailey LLP Raises Going Concern Doubt
ARLIE & CO: Files Sale-Based Chapter 11 Reorganization Plan
AS AMERICA: S&P Assigns Puts 'B' to Proposed $175MM Sr. Notes

AUDATEX HOLDINGS: Steady Revenue Cues Moody's to Up Ratings to Ba1
AVANTAIR, INC: To Hike Awards Under Incentive Plan by 2MM Shares
BREVEON INC: Files for Chapter 7 Liquidation
BUCKHANNON CONVENTION: Bankruptcy Hearing Set for January 27
CALIFORNIA COASTAL: Inks DIP Financing Agreement for $15MM Loan

CARDINAL EMS: Ambulance Service to Continue While in Ch. 11
CATHOLIC CHURCH: Milwaukee Wins Nod to Keep Accounting Policies
CATHOLIC CHURCH: Milwaukee Wins OK to Keep Existing Bank Accounts
CEQUEL COMMS: Moody's Puts 'B3' Rating on $625MM Note Add-On
CEQUEL COMMS: S&P Affirms 'B-' on 8.625% Senior Notes due 2017

CEYLINCO REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
CHEMTURA CORP: Court Disallows 3rd Party Claims for Cleanup Costs
CHEMTURA CORP: S&P Assigns 'BB-' Corporate Following Emergence
CHRYSLER LLC: May Pursue Attorney's Fees Claim in Class Suit
CITY NATIONAL BANCSHARES: Posts $3.3 Million Net Loss in Q3 2010

CLAIRE'S STORES: Bank Debt Trades at 6% Off in Secondary Market
CLEARWATER INSURANCE: S&P Lowers Fin'l Strength Rating to 'BB+'
CLEARWIRE CORP: Eagle River Head Named to Board of Directors
CMP SUSQUEHANNA: S&P Affirms 'B-' Corporate Credit Rating
COMPASS GROUP: S&P Assigns 'BB-' on Proposed $200-Mil. Term Loan

CONSTAR INT'L: Receives Delisting Notice From NASDAQ Stock Market
CONVATEC INC: S&P Assigns 'B+' on $250MM Revolving Credit Facility
COSINE COMMUNICATONS: Stockholders Approve Deregistration Plan
CROWN MEDIA: Susanne McAvoy Does Not Own Any Securities
CUMULUS MEDIA: Bank Debt Trades at 5% Off in Secondary Market

DANA HOLDING: Moody's Upgrades Rating on $869 Mil. Notes to 'Ba2'
DAVID BIRON: Owner Wants to Expand Marina Business
DB CAPITAL: Agrees to Re-Notice DIP Financing Motion If Amended
DOMINION CLUB: Refund Policy, Economic Woes Blamed for Ch. 11
ECOSPHERE TECHNOLOGIES: Inks Pact to Deploy Ozonix Tech. in US

ENTEGRA LLC: Moody's Affirms Rating on 2nd Lien Term Loan at 'B3'
ESSEX OIL: Creditor Pursues Repayment of Loan
FAIRPOINT COMMUNICATIONS: Court Approves Chapter 11 Plan
FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 30% Off
FELCOR LODGING: S&P Raises Preferred Stock Rating to 'CCC-'

FLORIDA EAST: Moody's Puts 'B3' Rating on $450MM Sr. Notes
FONAR CORP: Gets Non-Compliance Letter From Nasdaq
FORCELOGIX TECHNOLOGIES: Updates on Sale of ForceLogix
FOX HILL: Section 341(a) Meeting Scheduled for Feb. 2
FRANK PARSONS: Section 341(a) Meeting Scheduled for Feb. 9

FRANK PARSONS: Business As Usual While in Chapter 11
GAMETECH INT'L: Kristin Fedor Discloses 5.4% Equity Stake
GAMETECH INT'L: Richard Fedor Discloses 5.1% Equity Stake
GETTY IMAGES: S&P Assigns 'BB-' on $1.3BB Secured Credit Facility
GILBERT 3600: Case Summary & 16 Largest Unsecured Creditors

GREAT ATLANTIC & PACIFIC: Committee Proposes Info Sharing Protocol
GREAT ATLANTIC & PACIFIC: Brown Rudnick Represents Noteholders
GREAT ATLANTIC & PACIFIC: Aletheia No Longer 5% Owner
GREAT ATLANTIC & PACIFIC: Subleasing Tenants Facing Problems
GREENBRIER COS: Shares Under Incentive Plan Hiked by 1-Mil.

GUITAR CENTER: Bank Debt Trades at 7% Off in Secondary Market
HAWKER BEECHCRAFT: Bank Debt Trades at 11% Off in Secondary Market
HERBST GAMING: S&P Assigns 'B+' on $350MM Senior Secured Term Loan
HERCULES OFFSHORE: Bank Debt Trades at 4% Off in Secondary Market
HOMESUITES LLC: Case Summary & 9 Largest Unsecured Creditors

IGOURMET, LLC: Emerges from Chapter 11 Bankruptcy Protection
INTERSTATE BAKERIES: $54,778 Paid to SMF Energy Is Preferential
ISOTONER CORP: S&P Raises Secured First Lien Debt Rating to 'B'
JACKSON HEWITT: EVP Sanford Promoted to President and CEO
JAMES WHITLEY: Irone Horse Auctions Off Oceanfront Home

JENNIFER CONVERTIBLES: Posts $3.4MM Net Loss in Fiscal 1st Quarter
KINETIC CONCEPTS: S&P Assigns 'BB+' Corporate Credit Rating
KRISPY KREME: Presented at 13th Annual ICR XChange Conference
LANGUAGE LINE: S&P Assigns 'B+' on New First-Lien Facilities
LEHMAN BROTHERS: Hikes Creditors Recovery Estimate to $60.1-Bil.

LEHMAN BROTHERS: Plans Important 2011 Real Estate Sales
LEHMAN BROTHERS: BofA Posts $595MM Bond, Withdraws Appeal
LEHMAN BROTHERS: Creditors Transfer $2BB+ Claims in December
LIMITED BRANDS: S&P Raises Corp. Credit Rating to 'BB+'
LOCATION BASED: Receives Funding From Silicon Valley Bank

LPATH INC: Barclays Bank Sells All Remaining Shares
LUCILE L HALL: Voluntary Chapter 11 Case Summary
M & Z CARRIAGE: Case Summary & Largest Unsecured Creditor
MAXUM PETROLEUM: Notes Reassessment Cues S&P to Cut Rating to 'B'
MGM RESORTS: Ricky Arpin Acquires 700 Restricted Stock Units

MOLECULAR INSIGHT: Pioneer in Discussions on Restructuring Plan
NEW BERN: To Pay More Than $27 Million in Debt Under Plan
NUVEEN INVESTMENTS: Moody's Gives 'Caa3' Rating to $150MM Notes
OGLETHORPE BANK: Closed; Bank of the Ozarks Assumes All Deposits
ORIENTAL TRADING: Moody's Rates Proposed $200MM Facility at 'B2'

OVERLAND PARK: S&P Corrects Long Term Rating to 'BB+'
POLYMER GROUP: S&P Puts 'B' Rating on Proposed $530MM Sec. Notes
PRIMEDIA INC: S&P Places 'B' Corporate Rating on CreditWatch
QUANTUM CORP: Promotes J. Gacek to COO and L. Breard to CFO
QUIGLEY CO: Judge Approves $4.75 Million Deal Over Asbestos Claims

REALOGY CORP: Bank Debt Trades at 5% Off in Secondary Market
RITE AID: Bank Debt Trades at 6% Off in Secondary Market
ROTHSTEIN ROSENFELDT: Hedge Funds Appeal Deal With Accountant
RSC EQUIPMENT: Moody's Lifts Rating on Unsecured Notes to 'Caa1'
RSC EQUIPMENT: S&P Gives 'BB' on $1.1BB Secured Asset-Backed Loan
SBARRO INC: Brokers Expect Closure of Outlets in New York

SCHUTT SPORTS: Proofs of Claim Due Feb. 14, 2011
SINCLAIR BROADCAST: Has Interim Deal With Time Warner
SMITHFIELD FOODS: S&P Places 'B-' Rating CreditWatch Positive
STILLWATER MINING: Board Changes After Norimet Sold its Shares
SUNRISE SENIOR: Completes Purchase & Sale, Enters Joint Venture

SUSTAINABLE ENVIRONMENTAL: Amends Report on Pro-Water Purchase
TASTY BAKING: Secures $6.5MM Financing & Covenant Waivers
TIB FINANCIAL: Announces Jan. 18 Extension of Rights Offering
TENET HEALTHCARE: CHS Proposes 10 Nominees to Replace Board
TENET HEALTHCARE: Introduces Business Outlook for 2011

THORNBURG MORTGAGE: Creditors Fight Orrick Bid to Move Fee Request
TRICO MARINE: Judge Won't Allow Buyer to Drop $15M Boat Deal
TRIUS THERAPEUTICS: John Craig Does Not Own Any Securities
US EAGLE: Section 341(a) Meeting Scheduled for Feb. 9
US ONCOLOGY: S&P to Withdraw Credit Rating When Debt is Repaid

VALASSIS COMMS: Moody's Puts 'Ba3' Rating on Proposed $250MM Notes
VALASSIS COMMS: S&P Rates New $260 Million Senior Notes at 'BB-'
WASHINGTON MUTUAL: Trust Preferred's Fraud Claims Fail
W.R. GRACE: Wins Approval of Massachusetts Tax Claims Settlement
W.R. GRACE: Proposes Baer Higgins as Co-Counsel

W.R. GRACE: Garlock Sealing Wants Access to Rule 2019 Statements
XTREME MEDICAL: Case Summary & 20 Largest Unsecured Creditors
ZABEEL INVESTMENTS: Seeks to Restructure $1.6-Bil. Debt

* Cadwalader Earns Spot in Law360's Bankruptcy Group Of The Year
* Home Foreclosures in 2010 Top 1 Million for First Time

* BOND PRICING -- For the Week From Jan. 10 - 14, 2010

                            *********

207 REDWOOD: Developers Want More Time to Complete Renovation
-------------------------------------------------------------
Daniel J. Sernovitz at Baltimore Business Journal reports that
developers of the planned Hotel Indigo in downtown Baltimore is
asking a federal bankruptcy judge to give them time to complete
the project.

According to the report, the planned hotel's development team, 207
Redwood LLC, named for the location of the unfinished hotel, said
it has a plan to pay down millions of dollars in debts and has
attracted an investment group willing to contribute $3.5 million
to finish renovating the 130-room hotel.  If all goes as planned,
the hotel could open about six months after work resumes.

The developer, Business Journal relates, owes about $21.3 million
to various businesses and investors including a $16.3 million to
RL BB LLC, an investor group represented by Rosenberg Martin
Greenberg LLP of Baltimore.

A hearing is set for mid-February to consider the developers'
request.

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection on August 6, 2010 (Bankr. D. Md. Case No. 10-27968).
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, assist the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$14,500,000 in total assets and $24,097,109 in total liabilities
as of the Petition Date.


702 SERRANO: Section 341(a) Meeting Scheduled for Feb. 28
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of 702
Serrano Property, LLC's creditors on February 28, 2011, at 11:00
a.m.  The meeting will be held at Room 2610, 725 S Figueroa
Street, Los Angeles, CA 90017.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Los Angeles, California-based 702 Serrano Property, LLC, filed for
Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. C.D.
Calif. Case No. 11-10746).  Monica Y. Kim, Esq., at Levene, Neale,
Bender, Yoo & Brill, L.L.P., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate NGBI Homes (Bankr. C.D. Calif. Case No. 10-30683) filed
a separate Chapter 11 petition on May 23, 2010.


ADVANTAGE SALES: S&P Gives 'B+' on $975MM 1st-Lien Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services it assigned a 'B+' corporate
credit rating to Irvine, Calif.-based Advantage Sales & Marketing
Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' rating to the Company's
$975 million senior secured first-lien credit facility, consisting
of a $100 million revolver and an $875 million term loan.  S&P
rates the facility the same as the corporate credit rating and it
has a '4' recovery rating, indicating S&P's expectations of
average (30%-50%) recovery of principal in the event of default.
S&P also assigned a 'B-' issue-level rating to the Company's
$350 million second-lien term loan. That second-lien term loan has
a '6' recovery rating, indicating S&P's expectation of negligible
(0%-10%) recovery of principal in the event of default.

The Company used the proceeds of the debt issuance, in addition to
an equity investment from Apax Partners, to fund Apax's purchase
of a majority equity stake in Advantage, retire the Company's
current credit facilities, and pay fees associated with the
transaction.

"The rating on Advantage, a national sales and marketing agency
(SMA), reflects our expectation that the Company will enhance
credit metrics in the near term as a result of both better
profitability and debt reduction using free cash flow," said
Standard & Poor's credit analyst Charles Pinson-Rose.  It also
reflects S&P's fair business risk assessment and S&P's view that
the financial risk profile is highly leveraged.

Over the past few years, Advantage has expanded sales and profits
because of favorable industry trends.  The Company provides
outsourced sales and marketing services to manufactures,
suppliers, and producers of consumer packaged goods (CPGs).  In
S&P's assessment, these services are more cost efficient and
effective than CPG companies keeping the entire sales and
marketing function in-house.  Many CPG companies have increased
use of SMAs in recent years, and S&P expect that to continue in
the near-to-intermediate term.


AMERICAN INT'L: Repays Fed Loan in Full; Treasury Gets 92% Stake
----------------------------------------------------------------
American International Group Inc. on Friday said it has executed
its previously announced recapitalization plan with the U.S.
Department of the Treasury, the Federal Reserve Bank of New York,
and the AIG Credit Facility Trust, including repaying in full the
roughly $21 billion outstanding balance under the credit facility
extended by the FRBNY, and exchanging various forms of government
support into common shares, resulting in the Treasury Department
owning roughly 92% of AIG's common shares.  AIG expects that over
time the Treasury Department will sell its stake in AIG subject to
market conditions.

"Today is a very important day that should be viewed as a
testament to the unrelenting dedication of terrific people both in
the government and at AIG," Robert H. Benmosche, AIG President and
Chief Executive Officer, said in a press statement on Friday.
"Today, AIG, with the support of countless people, has
accomplished a huge goal that many people once thought impossible:
completely repaying the Federal Reserve Bank of New York. Now, we
will continue to focus on strong business performance for the
benefit of all of our stakeholders, including our largest
shareholder, the Treasury Department.  We remain grateful for the
extraordinary assistance that taxpayers provided during the
financial crisis of 2008, and we continue to believe they will
realize a profit on their investment in AIG.

"Today truly marks a new beginning," Mr. Benmosche continued. "We
recognize that we have to stand on our own and meet the
expectations of the marketplace.  That's not new to us. Based on
our success over the last two years in stabilizing our businesses,
retaining our clients, achieving momentum in sales, restoring
relationships with distribution partners, and returning to normal
rates of employee turnover, we are confident that we can continue
to build long-term value for all of our stakeholders, including
U.S. taxpayers, and demonstrate through our actions going forward
that we are worthy of investor confidence."

The Troubled Company Reporter has chronicled AIG's woes stemming
from the 2008 U.S. financial crisis.  AIG had reported a $7.8
billion net loss for the first quarter of 2008.  In September
2008, AIG experienced a liquidity crunch when its credit ratings
were downgraded below "AA" levels by Standard & Poor's, Moody's
Investors Service and Fitch Ratings due to its significant
exposure to the U.S. residential mortgage market.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  AIG was bailed out by the Federal Reserve, but
even after an initial infusion of $85 billion, losses continued to
grow.  The rescue package later increased to $182 billion, making
it the biggest federal bailout in U.S. history.

From June 2008 to August 2009, AIG saw the ousting of several
CEOs.  In June 2008, then chairman Robert B. Willumstad replaced
Martin J. Sullivan as CEO.  Mr. Willumstad lasted for three
months.  As AIG hit rock bottom in September that year, Edward
Liddy took over as CEO.  Mr. Liddy guided AIG as it jettisoned
assets to raise cash to pay off government debt.  Mr. Liddy lasted
for 11 months.  Mr. Benmosche became chairman and CEO effective
August 10, 2009.

                           *     *     *

The Wall Street Journal's Serena Ng reports that AIG and the U.S.
Treasury this week intend to name one or more Wall Street banks as
lead underwriters of their first stock offering in March or May,
according to people familiar with the matter.

According to Ms. Ng, Mr. Benmosche, who was in Washington on
Friday and had lunch with Treasury Secretary Timothy Geithner,
said in an interview that AIG is still a large, diversified
insurance company after selling most of its overseas life
insurance businesses to repay taxpayers.  "Our performance has
improved, we've pulled out of the crisis, and you will see AIG
continue to grow as it did before," Mr. Benmosche said.

Ms. Ng relates the AIG CEO also responded to recent criticism from
AIG's former CEO Maurice R. "Hank" Greenberg that the firm was
weaker after selling off its crown-jewel assets.

"We sold off businesses where we could get the highest amount of
money, but we did not sell off all the great parts of AIG," Mr.
Benmosche said, according to the report.  "We think we have a very
strong and investable company."  AIG's core businesses now include
a global property and casualty insurer and a U.S. life-insurance
and retirement-services business.

According to the Journal, it could be at least another year or two
before U.S. taxpayers recover all the funds that were deployed in
the AIG bailout.  As of Friday, roughly $94 billion in federal
assistance remained outstanding, down from over $120 billion
previously. The $94 billion figure includes $26 billion that the
New York Fed used to buy mortgage securities that had caused AIG
to bleed cash, which is to be recouped from the securities
themselves.

The Journal relates that in a statement Friday, New York Fed
president William Dudley said the repayment by AIG "concludes an
important effort by the Federal Reserve to stabilize the financial
system in order to protect the U.S. economy."

The Journal also reports the U.S. Treasury said Friday that it
expects to exit its AIG investments over time, "subject to market
conditions."  The Journal relates Mr. Geithner said in a statement
that the government "remains optimistic that taxpayers will get
back every dollar of their investment in AIG."

The Journal says if Treasury can sell its AIG shares above $28.70
apiece, it stands to reap a profit on its AIG investment.

The Journal notes that on Friday, AIG shares fell 5.6%, or $3.19,
to $54 in 4 p.m. New York Stock Exchange trading.  They are
expected to trade in the $40s after AIG distributes warrants to
existing private shareholders late next week.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.


AMR CORP: JAL, AMR to Start Joint Business Venture in April
-----------------------------------------------------------
Japan Airlines and American Airlines have decided to commence
their joint business from April 1, 2011, based on the expected
start of revenue-sharing on applicable trans-Pacific flights.  The
airlines, after receiving regulatory approvals from the Japanese
Government and the U.S. Department of Transportation, are using a
phased approach to bring more travel choices and greater benefits
to consumers as quickly as possible and to maximize the value for
stakeholders.

Customers can expect to benefit from better flight schedules,
expanded codesharing, more coordinated services, and greater
access to a wider variety of fares.

Japan Airlines will also co-locate in American's Terminal 3 at
Chicago O'Hare International Airport effective March 27, when
Japan Airlines' summer schedule begins.  Additional consumer
benefits over the coming months are expected as the cooperation
level deepens between the two airlines.

In addition, to bring benefits to consumers sooner, Japan Airlines
and American are announcing a jointly-formulated commemorative
trans-Pacific economy-class airfare for sale in Japan from Jan. 11
for travel between February 1 and March 31, 2011.  Historically,
routings involving both airlines were typically only available at
much higher fare levels.

Applicable routes: Tokyo - San Francisco; Los Angeles; Chicago;
New York; Dallas/Fort Worth.  Customers may choose to fly Japan
Airlines, American Airlines or a combination of both airlines on
these routes.

                    Scope of the Joint Business

The joint business will apply to non-stop flights on 10 trans-
Pacific routes initially.  It is expected to be expanded upon
obtaining the required approval from authorities of third-party
countries to add routes linking destinations beyond Japan and
North America.

Trans-Pacific Flights

Operating Carrier    Route

JAL                  Narita = New York, Chicago, Los Angeles,
                               Vancouver
                      Haneda = San Francisco

AA                   Narita = Dallas/Fort Worth, New York,
                               Chicago, Los Angeles

                      Haneda = New York, Beijing = Chicago,
                               Shanghai = Chicago, Los Angeles

Connecting flights from the above trans-Pacific Flights

Operating Carrier    Routes

JAL                  Asia, domestic points within Japan

AA                   Canada, Mexico, Puerto Rico, U.S. Virgin
                      Islands, domestic points within USA
                      (Excludes Hawaii)

                        Business Benefits

Japan Airlines and American plan to share revenue generated from
operations over the Pacific, regardless of which airline carries
the customer beginning April 1, 2011.  The companies' sales forces
will work together to sell both brands in order to meet customers'
needs through a process called "metal neutral selling'.  The
combined sales forces will be able to offer customers a broader
suite of products and services than in the past. In addition, the
airlines will maximize synergies to strengthen their business and
elevate their level of operational efficiency and productivity
while reducing costs.  Expected business benefits include:

  - More coordinated pricing and programs for travel agencies
    and corporate customers.

  - Under the joint business agreement, Japan Airlines and
    American's sales forces can conduct activities in
    cooperation to promote themselves together, thereby boosting
    the productivity and efficiency of the sales teams, and
    increasing the opportunities for sales and publicity.

  - In the future, the two airlines plan to jointly sell Japan
    Airlines' premium economy product; which is expected to make
    both airlines more competitive in the marketplace.
    American's customers will have a new travel option that did
    not previously exist.

  - Japan Airlines and American both offer first class service on
    most of the trans-Pacific routes, allowing first class
    customers to enjoy the increase in flight options.

  - Expected investment and operational efficiencies gained from
    co-locations at airports, offices, joint lounge operations,
    and other operational synergies are expected to make both
    airlines stronger.

  - Purchase of Japan Airlines and American's applicable trans-
    Pacific flights from either airline's website increases the
    exposure and sales opportunities for the two brands.
    Customers will benefit from more convenience as they will be
    able to select flights and gain access to information about
    both airlines through one channel.

  - Japan Airlines and American are also exploring potential
    opportunities to utilize each other's online presence around
    the globe with the goal of enhancing customer service.

The new ability to coordinate on pricing, network and schedule,
products and services is expected to result in greater revenue and
market share as Japan Airlines and American become more
competitive with other airlines partnerships.  American will be
able to sell more destinations within and beyond Japan than before
Open Skies and the joint business with Japan Airlines. Conversely,
Japan Airlines will be able to sell more destinations in North
America.

Over the past several months, Japan Airlines and American have
deepened their relationship, which began more than 15 years ago,
by sharing best practices to improve their individual operations
so as to increase their competitiveness in their respective
regions and enhance customer service.  For instance, Japan
Airlines has begun to implement business management and profit-
forecast procedures shared by American, and teams from both
airlines have been exchanging best practices in such specialized
fields as maintenance, fleet planning, and information technology.
The result of adopting American's profit-forecast concept is
expected to enhance Japan Airlines' profit-forecast capability -
providing more time for the airline to make adjustments to
business changes.  American has been discussing Japanese culture
with Japan Airlines to better understand how to serve these
customers better. For example, by making American's public address
announcements more conversational and using new phrases that
better describe situations, these announcements are more
meaningful to Japanese customers.

From January 17, American will relocate its Asia-Pacific Regional
Office in Tokyo from the Chiyoda district to Shinagawa, moving
into NRE Tennozu Building where Japan Airlines' headquarters is
located.  In New York, Japan Airlines moved its administration
office into the same building as American on Lexington Avenue on
October 28, 2010.  The office co-location will allow Japan
Airlines and American Airlines employees to work more closely
together.

                      About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co.,
Ltd., and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in
New York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company
estimated debts at $28 billion.

                      About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Sept. 30, 2010, showed
$25.36 billion in total assets, $8.94 billion in total
liabilities, $9.01 in billion of long-term debts, $503.0 million
in obligations under capital lease, $7.41 billion pension and
post-retirement benefits, $3.14 billion in other liabilities, and
a stockholder's deficit of $3.64 billion.

                          *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

Standard & Poor's Ratings Services said it has revised its outlook
on AMR Corp. and its major operating subsidiary, American Airlines
Inc., to stable from negative, based on AMR's improved operating
performance, which has bolstered credit quality.  S&P also
affirmed its 'B-' corporate credit rating and most issue ratings
on the two companies and lowered selected ratings on American's
enhanced equipment trust certificates.


ANDREW JAHELKA: Creditor's Discharge Complaint Was Premature
------------------------------------------------------------
WestLaw reports that a denial-of-discharge complaint based on the
alleged deficiency of the debtor's financial records and the
debtor's alleged failure to satisfactorily explain a loss of
assets was premature, in an individual Chapter 11 case in which
such discharge exceptions were generally inapplicable, until such
time, if ever, as the debtor proposed a plan providing for the
liquidation of all, or substantially all, of the property of the
estate.  A bankruptcy judge in Illinois noted that these discharge
exceptions are applicable in Chapter 11 only in the limited
circumstances set forth in 11 U.S.C. Sec. 1141(d)(3).  In re
Jahelka, --- B.R. ----, 2010 WL 5558990 (Bankr. N.D. Ill.)
(Goldgar, J.).

A copy of the Honorable A. Benjamin Goldgar's Memorandum Opinion
dated Oct. 27, 2010, in Wachovia Securities, LLC, nka Wells Fargo
Advisors, LLC v. Jahelka, Adv. Pro. No. 10-A-01 (Bankr. N.D.
Ill.), is available at
http://www.ilnb.uscourts.gov/opinions/JudgeGoldgar/Jahelka--
dismissal.pdf at no charge.

Andrew A. Jahelka sought chapter 11 protection (Bankr. N.D. Ill.
Case No. 09-20289) on June 3, 2009, and is represented by Colleen
E. McManus, Esq., at Much Shelist in Chicago.  At the time of the
filing, Mr. Jahelka estimated his assets and debts in the
$1 million to $10 million range.   Mr. Jahelka was the president
and a shareholder of Loop Corp. that he co-owned with Leon
Greenblatt, and Richard Nichols.  On Oct. 22, 2008, the U.S.
District Court for the Northern District of Illinois entered a
judgment piercing Loop's corporate veil and holding the Debtor
liable to Wachovia for more than $2.4 million.


ARCHITECTURAL SPECIALTIES: Case Summary & Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Architectural Specialties Trading Company
        310 Hickory Street
        Pensacola, FL 32505

Bankruptcy Case No.: 11-30041

Chapter 11 Petition Date: January 12, 2011

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: David Lewis Powell, Esq.
                  LIBERIS & ASSOCIATES, P.A.
                  212 West Intendencia Street
                  Pensacola, FL 32502
                  Tel: (850) 438-9647
                  Fax: (850) 433-5409
                  E-mail: dpowell@liberislaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb11-30041.pdf

The petition was signed by Jeffrey S. Taggart, CEO.


ARKANOVA ENERGY: MaloneBailey LLP Raises Going Concern Doubt
------------------------------------------------------------
Arkanova Energy Corporation filed on January 12, 2011, its annual
report on Form 10-K for the fiscal year ended September 30, 2010.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Arkanova Energy's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
since inception.

The Company reported a net loss of $13.9 million on $1.0 million
of revenue for fiscal 2010, compared with a net loss of
$10.0 million on $620,854 of revenue for fiscal 2009.

The Company's balance sheet at September 30, 2010, showed
$4.8 million in total assets, $15.5 million in total liabilities,
and a stockholders' deficit of $10.7 million.

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

               http://researcharchives.com/t/s?7223

The Woodlands, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  The Company holds property interests located in
three counties in the State of Arkansas, United States, mineral
leases in Delores County, Lone Mesa State Park, Colorado and
leasehold interests located in Pondera and Glacier Counties,
Montana.


ARLIE & CO: Files Sale-Based Chapter 11 Reorganization Plan
-----------------------------------------------------------
Diane Dietz at the Register-Guard reports that Arlie & Co. has
filed a plan for reorganizing its finances and getting out of
bankruptcy that includes auctioning some land in Hawaii and Oregon
and whittling the secured debt the company owes to Bank of
America.

According to the report, the Company said it has $227 million in
assets, including extensive land holdings in Eugene, Veneta,
Springfield, Roseburg, Woodburn and Hilo, Hawaii.  It owes
creditors $65 million.

The report relates the reorganization plan proposes auctioning off
its 5,226-acre West Hilo Tree Farm in Hawaii to raise cash to fund
its Chapter 11 bankruptcy reorganization.

The Company also says it will turn back the title to the former
U.S. Bureau of Land Management headquarters on Chad Drive, in
Eugene, Oregon, which the Company bought for $5.1 million two
years ago from a half-dozen individual investors.

The report adds that the Company's reorganization plan involves
reducing the amount of secured debt the Company owes to Bank of
America.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Pachulski
Stang Ziehl & Jones LLP, and Ball Janik LLP, serve as the Debtor's
bankruptcy counsel.  The Company disclosed $227,191,924 in assets
and $65,412,220 in liabilities as of the Chapter 11 filing.


AS AMERICA: S&P Assigns Puts 'B' to Proposed $175MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Piscataway, N.J.-based AS America Inc.  The
outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to AS
America Inc.'s proposed $175 million senior secured notes due 2016
based on preliminary terms and conditions.  The recovery rating is
'4', indicating S&P's expectation for average (30% to 50%)
recovery for lenders in the event of a payment default.

The Company intends to use the proceeds of the proposed notes to
refinance its existing indebtedness, including a paydown of
approximately $150 million under the Company's existing credit
facilities.  In conjunction with this transaction, Sun Capital, AS
America Inc.'s sponsor, plans to equitize approximately
$108 million of convertible debt.

"The ratings on AS America Inc. reflect what we consider to be the
Company's aggressive financial risk profile, due to its relatively
modest free cash flow generation, combined with our expectation
that total adjusted debt to EBITDA will be in the mid-4x area by
the end of 2011," said Standard & Poor's credit analyst Megan
Johnston.  The ratings also reflect what S&P considers to be its
weak business risk profile, as AS America is highly dependent on
the challenging residential and nonresidential construction end
markets, high customer concentrations, thin operating profit
margins, and competitive markets, partially offset by the
Company's leading positions in the chinaware and baths categories
and a competitive position in faucets.

The ratings incorporate S&P's expectation that demand for AS
America Inc.'s products sold to residential end markets, including
its chinaware, bath and faucet products, which account for
approximately 75% of sales, may moderately increase as housing
markets and the general economy slowly recover over the next
several quarters.  Specifically, S&P believes repair and
replacement markets, which account for about 85% of AS America's
sales, could improve in the 3% to 5% range over the next year.  In
addition, Standard & Poor's economists expect approximately
670,000 housing starts, well below historical averages, but still
a 14% increase over 2010's levels. S&P expect operating results
for sales of the Company's products related to commercial end
markets, which represent about 25% of recent sales, to remain weak
given Standard & Poor's economists' view that nonresidential end
markets are unlikely to begin recovering until 2012.  S&P believes
2011 net sales could modestly increase from the estimated
$850 million to $860 million in sales expected for the year ended
Dec. 31, 2010.

AS America Inc. is a manufacturer and distributor of fixtures,
faucets, and fittings for the bathroom and kitchen markets, and
operates under the American Standard, Crane Plumbing, and Eljer
brand names, among others.

The stable rating outlook reflects S&P's expectation that AS
America Inc.'s operating performance during the next several
quarters will result in credit measures that S&P would consider to
be in line with the ratings given the Company's weak business risk
profile.  Specifically, S&P expect adjusted leverage to be in the
mid-4x range over the next year based on adjusted EBITDA
of about $50 million, interest coverage of more than 2x and funds
from operations (FFO) to debt of at least 10%. This expectation is
based on a gradual recovery in the Company's residential end
markets, especially repair and replacement construction activity,
but still-weak commercial construction activity as outlined above.

S&P could take a negative rating action if sales and adjusted
EBITDA were to moderate from S&P's projected level of about
$50 million in 2011 due to a double-dip recession and reduced
construction activity, or if the Company fails to achieve benefits
derived from its ongoing restructuring efforts.  Specifically, for
a lower rating, EBITDA would have to decline about 20% from  S&P's
projected 2011 level for leverage to likely exceed 5x.  Downward
rating pressure could also occur if a decline in EBITDA caused the
Company to use cash to fund operating losses, resulting in a drop
in liquidity materially below the projected $75 million to
$85 million of combined cash on hand and revolver availability.

A positive rating action, although unlikely in the near term,
could occur if a greater-than-expected recovery in residential and
commercial construction were to result in leverage likely to be
maintained at about 4x, or if FFO to debt were to exceed 20%.


AUDATEX HOLDINGS: Steady Revenue Cues Moody's to Up Ratings to Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating,
Probability of Default Rating and secured credit facility rating
of Audatex Holdings, LLC, to Ba1 from Ba2.  The rating outlook was
changed to stable from positive.

Moody's upgraded the following ratings (LGD assessments revised):

Audatex Holdings, LLC:

-- Corporate Family Rating, to Ba1 from Ba2
-- Probability of Default Rating, to Ba1 from Ba2

Audatex Holdings IV B.V.:

-- $25 million First Lien Revolving Credit Facility due 2012, to
    Ba1 (LGD 3, 47%) from Ba2 (LGD 3, 46%)

-- $347.3 million First Lien Term Loan due 2014, to Ba1 (LGD 3,
    47%) from Ba2 (LGD 3, 46%)

Audatex North America, Inc.:

-- $25 million First Lien Revolving Credit Facility due 2012, to
    Ba1 (LGD 3, 47%) from Ba2 (LGD 3, 46%)

-- $213.7 million First Lien Term Loan due 2014, to Ba1 (LGD 3,
    47%) from Ba2 (LGD 3, 46%)

"The upgrade reflects steady revenue and profitability growth,
solid credit metrics for the rating category, a leading global
market position and good growth opportunities in Europe and in
developing markets" stated Lenny Ajzenman, Senior Vice President.

The ratings are principally constrained by a relatively small
revenue base for the rating category, concentration of revenues in
estimation and workflow software products which are subject to
competitive and technology risks, and dependence on a group of
large property and casualty insurance carriers for a significant
portion of revenues.

The stable outlook anticipates moderate revenue and profitability
growth over the next year.  The company's performance should
continue to benefit from the roll out of additional software and
services to existing customers, the expansion of automated claims
penetration and insured claims growth, particularly in developing
markets.  Moody's expects Audatex to step up the pace of
acquisition activity over the next few years, given the company's
significant cash balance and goal of reaching $1 billion in
revenues by 2014.

Given the company's relatively modest revenue base for the rating
category and dependence on estimation and workflow products for
the majority of revenues, an upgrade is unlikely in the near to
intermediate term.  Over the longer term, a material expansion
of the revenue base, a substantial increase in business line
diversity, and a track record of conservative financial policies
could lead to upward rating momentum.

The ratings could be pressured by a substantial erosion in
profitability or credit metrics due to a loss of market share, a
more difficult pricing environment or a change to more aggressive
financial policies.  If Debt to EBITDA and free cash flow to debt
were expected to be sustained at over 3.5 times and under 10%, a
downgrade is possible.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry published in October 2010,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Audatex is a wholly-owned subsidiary of Solera Holdings, Inc.,
which is headquartered in Westlake, Texas.  The company is a
leading global provider of software and services to the automobile
insurance claims processing industry.  The company reported
revenues of $639 million for the twelve month period ended
September 30, 2010.


AVANTAIR, INC: To Hike Awards Under Incentive Plan by 2MM Shares
----------------------------------------------------------------
Avantair, Inc., has filed an Amendment No. 1 to its Definitive
Proxy Statement for the Company's Annual Meeting of Stockholders
to be held on January 19, 2011 to amend its Definitive Proxy
Statement for its Annual Meeting, as filed with the Securities and
Exchange Commission on December 17, 2010, to reflect changes in
Proposal No. 3, related to an increase in the amount of shares
available for awards granted pursuant to the Avantair, Inc. 2006
Long-Term Incentive Plan.

The Original Filing proposed to amend the Plan to increase the
shares available for awards granted thereunder by 4.0 million
shares.  In response to feedback the Company has received from its
stockholders, the Company has:

   (i) revised Proposal No. 3 to amend the Plan to increase the
       shares available for awards granted thereunder by only 2.0
       million shares.  Currently, the maximum number of shares of
       Avantair's common stock issuable in connection with the
       Plan may not exceed 1.5 million shares.  If the revised
       Proposal No. 3 is approved by its stockholders, the total
       3.5 million shares of stock issuable in connection with the
       Plan will be approximately 13.3% of the Company's total
       outstanding common stock as of November 10, 2010;

  (ii) amended the Plan to provide that the committee of the Board
       established to administer the Plan may not, without the
       approval of its stockholders, (i) amend or modify any award
       granted under the Plan to reduce the exercise price of any
       stock option or stock appreciation right, (ii) cancel any
       outstanding stock option or stock appreciation right and
       replace it with a new stock option or stock appreciation
       right, another award or cash or (iii) take any other action
       that is considered a "repricing" for purposes of the
       stockholder approval rules of the applicable securities
       exchange or inter-dealer quotation system on which the
       shares of Avantair's common stock are listed or quoted;

(iii) amended the Plan to provide that, in the case of
       performance units and other performance-based awards, the
       performance period with respect to which the achievement of
       performance goals shall be measured shall be no less than
       one year; and

  (iv) amended the Plan to provide that, unless otherwise provided
       in an award agreement, stock options, stock appreciation
       rights and restricted share or restricted stock unit awards
       will vest over a three-year period following the date of
       grant.

In addition, the Company has made certain other immaterial and
administrative amendments.  While the amendment to increase the
number of shares available for awards under the Plan requires the
approval of the Company's stockholders, the other amendments to
the Plan do not.

The Company continues to recommend that its stockholders vote
"FOR" all of the proposals described in the Original Filing, as
amended by the Amendment.

Stockholders who previously voted "FOR" Proposal No. 3 by proxy do
not need to submit a new proxy; the proxy already submitted will
continue to be voted in favor of Proposal No. 3.  Similarly,
stockholders who previously voted "AGAINST" the Plan do not need
to submit a new proxy; their previous vote will be counted as it
was submitted.  If any stockholder votes a second time, the second
vote revokes the previously submitted proxy.  In any event, the
latest vote validly cast by the stockholder will be the only vote
that is counted.  It does not matter that the original proxy
referred to an increase of 4.0 million shares available for awards
granted under the Plan rather than the amended increased amount of
only 2.0 million shares.  Any proxy submitted will be considered a
vote on the amended Proposal No. 3, reflecting an increase of only
2.0 million shares.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.  As of June 30, 2010, Avantair operated 55 aircraft
within its fleet, which is comprised of 46 aircraft for fractional
ownership, 5 company owned core aircraft and 4 leased and company
managed aircraft.

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

The Company's balance sheet at Sept. 30, 2010, showed
$124.21 million in total assets, $146.82 million in total
liabilities, and a stockholders' deficit of $37.25 million.

Avantair said in the Form 10-Q for the quarter ended Sept. 30,
2010, that it has incurred losses since inception and may not be
able to generate sufficient net revenue from its business in the
future to achieve or sustain profitability.  At September 30,
2010, the Company had approximately $6.9 million of unrestricted
cash on hand and assuming there is no change in recent sales and
expense trends, the Company believes that its cash position will
be sufficient to continue operations for the foreseeable future.


BREVEON INC: Files for Chapter 7 Liquidation
--------------------------------------------
Breveon Incorporated has filed for Chapter 7 bankruptcy
liquidation (Bankr. N.D. Calif. Case No. 10-35057).

E. Lynn Schoenmann, the U.S. Trustee in San Francisco, California,
will convene a meeting of Breveon Inc.'s creditors on Jan. 26,
2011.

Dow Jones' Small Cap reports that in Breveon's bankruptcy
petition, filed Dec. 29 in U.S. Bankruptcy Court in San Francisco,
the Company reported $4.7 million in debts.  A little more than
half of its debts -- $2.7 million -- are secured, while the
remaining $2 million are unsecured.

Breveon's only secured creditors are BioAsia Investments (now Vivo
Ventures), Hofung Holdings, InveStar Capital, Maton Fund and Veron
International.  Of those secured debts, BioAsia is owed $352,640
from a venture capital loan, Hofung is owed $125,847, InveStar is
owed $683,240, Maton Fund I is owed $12,497, and Veron is owed
$1.49 million.

Breveon Inc. is a developer of speech-recognition tools used by
medical professionals.


BUCKHANNON CONVENTION: Bankruptcy Hearing Set for January 27
------------------------------------------------------------
A bankruptcy court hearing is set for Jan. 27, 2011, at 10:30
a.m., for Buckhannon Convention and Visitors Bureau, according to
wboy.com.

Buckhannon CVB, Inc., filed for Chapter 11 protection on Dec. 28,
2010 (Bankr. N.D. W.Va. Case No. 10-02660), estimating $50,000 to
$100,000 in assets and debts between $100,000 and $500,000.  See
http://bankrupt.com/misc/wvnb10-02660.pdf

The Debtor is represented by:

    Josef A Horter, Esq.
    Bailey & Wyant, P.L.L.C.
    500 Virginia Street, Suite 600
    Charleston, WV 25301
    Tel: (304) 345-4222
    Fax: (304) 343-3133
    E-mail: jhorter@baileywyant.com


CALIFORNIA COASTAL: Inks DIP Financing Agreement for $15MM Loan
---------------------------------------------------------------
In a regulatory filing Thursday, California Coastal Communities,
Inc., discloses that on January 11, 2011, it entered into a
$15 million Senior Secured Super-Priority Debtor-In-Possession
Credit Facility with Anchorage Illiquid Opportunities Offshore
Master, L.P.; Anchorage Illiquid Opportunities Offshore Master II,
L.P.; GRF Master Fund, L.P.; Bank of America, N.A.; and Luxor
Capital, LLC (the "DIP Lenders").  Wilmington Trust FSB is serving
as administrative and collateral agent under the credit facility,
pursuant to which the lenders will initially lend $5.0 million and
will lend an additional $10.0 million upon final court approval of
the DIP Credit Agreement.  The DIP Credit Agreement loans bear
interest at the rate of Libor + 750 basis points with a Libor
floor of 250 basis points (resulting in a current annual rate of
10.0%) (the "DIP Interest Rate").

The Company has an option, subject to certain conditions, to
convert the DIP Loan into a first lien position loan in the
principal amount of $15.0 million with an expected maturity date
of March 1, 2013, which will be paid interest at the same rate as
the DIP Interest Rate.

The DIP Credit Agreement includes affirmative and negative
covenants that will impose substantial restrictions on the
financial and business operations of the Company and its
subsidiaries, including their ability to incur and secure debt,
make investments, sell assets, pay dividends or make acquisitions.

A copy of the DIP Credit Agreement is available for free at:

               http://researcharchives.com/t/s?7232

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
(OTC QB: CALCQ) -- http://www.californiacoastalcommunities.com/--
is a residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CARDINAL EMS: Ambulance Service to Continue While in Ch. 11
-----------------------------------------------------------
Benton Evening News, in Illinois, reports that Franklin County
Board Chairman Randall Crocker said that he has spoken with
Cardinal EMS officials, who believe their Chapter 11 filing will
have little effect on the ambulance service.

According to the report, Cardinal EMS's list of creditors include
the Internal Revenue Service, owed $1,073,869, and the Illinois
Department of Revenue, owed $124,084.  The list also includes
individuals, plumbing contractors, a car dealership, and utility
companies.

"The county board is committed to the ambulance service and to the
people to have an ambulance service," Mr. Crocker said.  "I have
spoken with Cardinal EMS by telephone.  They seem to think they
will be able to work this out and will stay in business."

Based in Benton, Illinois, Cardinal EMS Ltd. filed for Chapter 11
bankruptcy protection on Jan. 7, 2011 (Bankr S.D. Ill. Case No.
11-40011).  Judge Laura K. Grandy precedes the case.  Douglas A.
Antonik, Esq., represents the Debtor.  The Debtor listed assets of
less than $50,000, and debts of between $1 million and
$10 million.


CATHOLIC CHURCH: Milwaukee Wins Nod to Keep Accounting Policies
---------------------------------------------------------------
The Archdiocese of Milwaukee won authority from the United States
Bankruptcy Court for the Eastern District of Wisconsin to continue
to use its accounting policies and practices that allow it to
determine with accuracy the amount and location of all the funds
it holds, and whether they are the Archdiocese's funds or funds
held in trust.

Before the Petition Date, the Archdiocese, in the ordinary course
of its business, maintained 19 bank accounts, which hold assets
that include restricted and unrestricted funds as well as funds
held for others, Daryl L. Diesing, Esq., at Whyte Hirschboeck
Dudek S.C., in Milwaukee, Wisconsin -- ddiesing@whdlaw.com --
informs Judge Kelley.

The Bank Accounts include:

  * Johnson Bank Disbursement Account;
  * Johnson Bank Money Market Account;
  * Park Bank Collection Account;
  * Park Bank Cemetery Pre-Need Trust Account;
  * Park Bank Current Revenue Cemetery Accounts;
  * U.S. Bank Cemetery Pre-Need Trust Account;
  * U.S. Bank Special Account;
  * U.S. Bank Household Account;
  * JPMorgan Combined Collections Fiduciary Account;
  * JPMorgan Catholic Stewardship Appeal Lock-Box Account;
  * JPMorgan Fiduciary Income Investment Accounts;
  * Associated Bank Newman Center Account;
  * M&I Bank Maritime Ministry Fund Account;
  * U.S. Bank Trust Employee Pension Trust Account; and
  * Waukesha State Bank League Trust Checking Account.

The Archdiocese's current accounting policies and practices, as
well as the vast majority of the Bank Accounts, are tested and
familiar to its employees, Mr. Diesing asserts.  He explains that
its system functions well for the Archdiocese in terms of tracking
expenditures, matching cash with cash needs, ease of account
record keeping, movement of funds, and accounting for funds held
in trust or subject to restrictions.

Each year the Archdiocese's financial statements are audited by a
public accounting firm, and the closing of the Bank Accounts or
any significant switch in accounting policies and practices would
unnecessarily complicate that process, Mr. Diesing contends.
Hence, he asserts, it is critical that the Archdiocese continues
to follow its prepetition accounting policies and practices
because they allow the Archdiocese to efficiently coordinate
transfers between the Bank Accounts, effectively operate its
business, and accurately account for restricted funds and funds
held for others.

Mr. Diesing also points out that it would be inefficient and time
consuming for the Archdiocese to establish an entirely new set of
Bank Accounts and accounting policies and procedures.  He notes
that preserving the "business as usual" atmosphere and avoiding
the unnecessary distractions that would inevitably be associated
with any substantial change in practices will facilitate the
Archdiocese's reorganization efforts.  He adds that forcing the
Archdiocese to significantly alter its practices could result in
confusion over which funds it is holding are its own property, and
which are held in trust.

The Archdiocese assures Judge Kelley that it will continue to
maintain strict records with respect to all transfers of cash so
that transactions can be readily traced and evaluated.

               About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

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

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


CATHOLIC CHURCH: Milwaukee Wins OK to Keep Existing Bank Accounts
-----------------------------------------------------------------
In the ordinary course of its prepetition business, the
Archdiocese of Milwaukee maintained 19 bank accounts.  The Bank
Accounts hold the Archdiocese's assets, which include restricted
and unrestricted funds as well as funds held for others.

The Bank Accounts are held at Associated Bank, National
Association; JPMorgan Chase Bank, National Association; Johnson
Bank; M&I Marshall and Ilsley Bank; Park Bank; U.S. Bank National
Association; U.S. Bank Trust National Association; and Waukesha
State Bank, all of which are FDIC-insured banking institutions
that have complied with the United States special depository
procedures under Section 345 of the Bankruptcy Code except for
Waukesha State Bank.

The deposits in Waukesha State Bank, however, are insured by the
U.S. Government's deposit protection insurance to levels well in
excess of amounts held in that Bank or contemplated to be in that
Bank, Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, tells the United States Bankruptcy Court for
the Eastern District of Wisconsin.  Consequently, he notes, the
deposits are in compliance with Section 345.

The U.S. Trustee Guidelines require Chapter 11 debtors-in-
possession to, among other obligations, (a) close all existing
bank accounts and open new debtor-in-possession bank accounts for
which the signature cards will indicate that the debtor is a
"Chapter 11 Debtor-in-Possession"; (b) establish a new payroll
account; and (c) maintain any funds in excess of the amount
required for current operations in an interest-bearing account.
These requirements are designed to provide a clear line of
demarcation between prepetition and postpetition claims and
payments, and help protect against the inadvertent payment of
prepetition claims by preventing banks from honoring checks drawn
before the Petition Date.

The Archdiocese seeks a waiver of the U.S. Trustee's requirement
that the Bank Accounts be closed and that new postpetition bank
accounts be opened.  Mr. Diesing contends that complying with the
U.S. Trustee requirement would be time-consuming, disruptive and
would divert the Archdiocese's efforts from focusing on its
restructuring.  He asserts that maintaining the Bank Accounts
would greatly facilitate the Archdiocese's transition to the
postpetition period.

To avoid delays in paying debts incurred postpetition and to
ensure as smooth a transition into Chapter 11 as possible, the
Archdiocese asks the Court for permission to maintain the existing
Bank Accounts and, if necessary, to open new accounts and close
existing accounts in the ordinary course of business operations.

Mr. Diesing avers that the current set of Bank Accounts and the
processes and procedures used to track the funds in the accounts
and transfer money to and from the accounts is carefully designed
to keep track of funds in various categories of Archdiocesan
funds, restricted funds and funds held for others.  He says that
the Archdiocese's independent certified accountants, who audit its
books and records each year, are familiar to the procedures and
processes used to track and transfer funds into and out of the
Bank Accounts.

Modification of the Bank Accounts would add expense and
uncertainty to the efforts of the Archdiocese's accountants and
the preparation of audited financial statements as required by
Wisconsin law, Mr. Diesing further argues.  He assures the Court
that to maintain a clear distinction between prepetition and
postpetition claims and payments, and to prevent the inadvertent
payment of prepetition claims, the Archdiocese has established
procedures for tracking claims and payments that will allow the
Archdiocese to separate prepetition and postpetition payments so
that each can be treated in accordance with the Bankruptcy Code
and the Court's orders.

                        *     *     *


The United States Bankruptcy Court for the Eastern District of
Wisconsin authorized, but not directed, the Archdiocese of
Milwaukee to designate, maintain and continue to use, with the
same account numbers, all of its bank accounts in existence on the
Petition Date.

Judge Kelley ruled that nothing in the order will prevent the
Archdiocese from opening any new bank accounts or closing any
existing bank accounts, as it may deem necessary and appropriate
in its sole discretion.  Judge Kelley directed the Archdiocese
that if it opens a new bank account or closes any existing
account, the Archdiocese will notify the Office of the U.S.
Trustee of the account name, number and depository institution of
the account opened or closed.

               About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

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

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


CEQUEL COMMS: Moody's Puts 'B3' Rating on $625MM Note Add-On
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Cequel
Communications Holdings I, LLC's $625 million planned add-on to
its existing B3-rated 8.625% Senior Notes due 2017.  The company's
B1 Corporate Family Rating, B1 Probability of Default Rating and
the B3 ratings on its existing $1.2 billion of Senior Notes were
all affirmed.  The former Ba3 ratings for subsidiary Cequel
Communications, LLC's existing $2.5 billion of combined 1st lien
Senior Secured Bank Credit Facilities were upgraded to Ba2 due to
the incremental debt cushion afforded by the new structurally and
effectively subordinated debt, and their correspondingly much
larger share of the company's consolidated capitalization going
forward, on a basis consistent with application of Moody's Loss
Given Default (LGD) Methodology.

Moody's also assigned an SGL-3 Speculative Grade Liquidity Rating,
indicating its expectation of an "adequate" liquidity profile for
the company over the next twelve months.  The Senior Notes are
unsecured obligations of a holding company and, in the absence of
upstream subsidiary guarantees, are both effectively and
structurally subordinated to a significant amount of operating
company liabilities, including the aforementioned rated bank debt
and all non-debt liabilities of structurally senior legal
entities.  Proceeds from the new offering will augment existing
cash balances to fund the pending $350 million acquisition of NPG
Cable, Inc., and to repay capital to holders of preferred and
common stock in the company's parent.  The rating outlook remains
stable.

This summary lists Moody's current ratings and the actions for
Cequel and its subsidiaries:

Issuer: Cequel Communications Holdings I, LLC

-- Corporate Family Rating, affirmed B1
-- Probability of Default Rating, affirmed B1
-- Speculative Grade Liquidity Rating, assigned SGL-3
-- Rating Outlook, Stable
-- $625 Million (face amount, to be issued at a premium) Add-On
    to 8.625% Sr Unsec Nts due 2017, assigned B3 (LGD5-80%)
-- $1.2 Billion of Existing 8.625% Sr Unsec Nts due 2017,
    affirmed B3 (to LGD5-80% from LGD5-85%)

Issuer: Cequel Communications, LLC

-- Existing $2.3 Billion 1st Lien Sr Sec Term Loan due 11/5/13,
    upgraded to Ba2 (LGD2-24%) from Ba3 (LGD3-31%)

-- Existing $200 Million 1st Lien Sr Sec Revolver due 5/5/13,
    upgraded to Ba2 (LGD2-24%) from Ba3 (LGD3-31%)

Cequel's B1 Corporate Family Rating broadly reflects the company's
high financial risk, as exacerbated by its financial sponsor
ownership, and growing business risk.  These risks are evidenced
by the company's high proforma adjusted debt-to-EBITDA leverage of
approximately 6x and a weak free cash flow profile, both of which
will continue to constrain ratings.  The current transaction,
which includes sizeable pay-downs of equity ownership in the form
of both preferred and common shares, highlights the risk
associated with the company's financial sponsor ownership
structure, and the increased likelihood of fiscally aggressive
policies associated therewith serves to somewhat constrain
ratings, as well.  Moreover, Moody's expects the competitive
environment in Cequel's markets to intensify further in future
periods, particularly in comparison to the relatively benign
situation to date which has seen principally DBS-only competition.
Moody's also remains watchful of potential disruption of the
current pay-TV business model stemming from evolving technological
advances and/or changing consumer behavior over the extended
rating horizon, particularly if core video programming becomes
more readily available through an increasing array of alternative
outlets, a risk applicable to the broader industry sector
participant pool at large.

Still, the relative stability of the cable TV business model as
currently enjoyed and the as yet comparatively modest competitive
threat of alternative service providers in Cequel's markets
somewhat mitigate the aforementioned financial and business risks.
The company continues to benefit from ongoing revenue growth and
margin improvement opportunities given its still relatively under-
penetrated ancillary service offerings, and notwithstanding
noteworthy improvements over the past year.  Also lending support
to ratings is the good progress that has been realized by
management overall in terms of integrating, updating and improving
the operating performance of acquired cable systems over the past
several years, which we expect will be replicated in the
relatively modest-sized albeit expensive NPG acquisition.

Ratings for the bank credit facility and the notes reflect both
the overall probability of default, which Moody's has assessed as
being consistent with a B1 PDR, and an average mean family loss
given default expectation of 50%, in line with Moody's LGD
Methodology and typical treatment for capital structures
comprised of multiple creditor classes, as in this instance
wherein both a first lien senior secured credit facility and
unsecured notes are represented.  The revised Ba2 ratings for
Cequel LLC's $2.3 billion senior secured term loan and
$200 million revolver benefit from the effective and structural
subordination of the B3-rated senior unsecured notes of Cequel
totaling $1.825 billion, as increased by the current bond
financing transaction and which in turn continues an ongoing
shift in capital mix from OpCo to HoldCo debt and is of a
sufficient enough magnitude to yield improved LGD rates for all
creditors and rating upgrades for the senior-most bank debt.

Cequel's SGL-3 Speculative Grade Liquidity Rating indicates the
company's deemed "adequate" liquidity profile as anticipated over
the forward twelve-month liquidity rating horizon on a proforma
basis for all pending transactions.  Although we expect Cequel to
generate sufficient cash flow to cover basic maintenance capital
expenditure needs, we do anticipate greater potential reliance on
the currently undrawn $200 million revolver as ongoing investments
for the Project Imagine upgrade program continue.  Moody's is also
mindful of the diminished liquidity profile proforma for the
incremental debt service costs related to the new bond offering
and the use of approximately two-thirds of current excess cash
balances to partially fund the pending NPG acquisition.

The stable outlook reflects our expectation that Cequel will again
seek to reduce and sustain proforma debt-to-EBITDA leverage in the
mid-5x range or better, aided by a minimum of mid-single-digit
revenue growth and faster EBITDA growth, which combined should
yield positive and more meaningful free cash flow after Project
Imagine-related capital spending subsides in the out years.
Additionally, we do not expect the company will look to incur any
incremental debt for acquisitions or shareholder distributions in
the near term, or at least until financial flexibility improves
and reverts back to pre-transaction levels.

Moody's said, "We do not anticipate positive rating momentum over
the near term given Cequel's large projected capital spend and the
ensuing adverse impact on free cash flow, as well as the company's
relatively high leverage.  We would, however, consider an upgrade
once free cash flow approaches a mid-single-digit percentage of
total adjusted debt and the company demonstrates an ability to
reduce and sustain Moody's adjusted debt-to-EBITDA leverage at
less than 5x, both while maintaining a good liquidity profile and
given shareholder commitment to a more fiscally conservative
capitalization."

The company's ratings could face downward pressure if operating
performance weakens, including a greater than expected loss of
subscribers and limited success in expanding voice and data
service penetration, resulting in a worsening of the free cash
flow profile and financial leverage reverting to historically
higher levels that exceeds 6x on a sustained basis.  Ratings could
also face downward pressure if additional shareholder-friendly
activities are consummated and if liquidity becomes constrained,
either by narrowing of prospective covenant compliance cushion and
reduction of available lines of credit, or otherwise.

The last rating action on Cequel Communications Holdings I, LLC,
was in April 2010 when Moody's assigned a B3 rating to the
company's $600 million issuance of 8.625% Senior Unsecured Notes
due 2017.

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

Cequel Communications Holdings I, LLC, headquartered in St. Louis,
Missouri, and doing business as Suddenlink Communications, is an
intermediate holding company with cable operating company
subsidiaries held by Cequel Communications, LLC, serving
approximately 1.3 million video subscribers on a proforma basis
for all pending transactions.  The company provides digital TV,
high-speed Internet and telephone services for the home and office
and generated revenues of approximately $1.7 billion for the 12
months ended September 30, 2010.


CEQUEL COMMS: S&P Affirms 'B-' on 8.625% Senior Notes due 2017
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' issue rating
on St. Louis-based cable TV operator Cequel Communications
Holdings I LLC's 8.625% senior notes due 2017, co-issued with
Cequel Capital Corp., following the Company's proposed
$625 million tack-on.  Cequel has increased its outstanding
$1.2 billion senior unsecured notes to $1.825 billion.  The '6'
recovery rating on the notes remains unchanged.  The Company will
use proceeds from the tack-on to fund its acquisition of NPG
Cable, partially repay the preferred instrument outstanding
at ultimate parent Cequel Communications Holdings LLC, and pay a
dividend to common shareholders at the parent.

In addition, S&P affirmed the Company's 'B+' corporate credit
rating.  S&P also affirmed the 'BB-' issue rating on subsidiary
Cequel Communications LLC's first-lien bank debt.

"In our view," said Standard & Poor's credit analyst Catherine
Cosentino, "the cable assets being acquired add further geographic
diversity and scale to the Company's overall business risk
profile, although given the small size of the NPG cable business
relative to Cequel, these benefits would not be sufficient
to enhance Cequel's overall business profile above the current
fair description, under our definition."  Moreover, the proposed
debt funding of the special dividend increases the Company's
overall leverage to around 6x for 2010, pro forma for the NPG
acquisition and including S&P's adjustments, from the current
5.7x, albeit modestly.  The Company's financial risk profile
therefore remains aggressive under S&P's definition.

The ratings on Cequel reflect mature revenue growth prospects for
basic video services, competitive pressure on the video customer
base from direct-to-home (DTH) satellite TV providers, the
potential for increased competition in high-speed data (HSD) and
video services from the local telephone companies, and a highly
leveraged financial profile.  Partly tempering these factors are
the Company's position as the dominant provider of pay-TV services
in its markets and revenue growth opportunities from advanced
video services, HSD, and voice over Internet protocol (VoIP)
telephony.


CEYLINCO REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ceylinco Real Estate Holdings, LLC
        3240 Prospect Street, N.W.
        Washington, DC 20007

Bankruptcy Case No.: 11-00030

Chapter 11 Petition Date: January 12, 2011

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Michael Lawrence Eisner, Esq.
                  NORTHERN VIRGINIA LAW GROUP, PLLC
                  6723 Whittier Avenue, Suite 207
                  McLean, VA 22101
                  Tel: (703) 891-9785
                  Fax: (703) 891-9786
                  E-mail: michael.eisner1@gmail.com

Scheduled Assets: $4,204,382

Scheduled Debts: $3,442,785

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/dcb11-00030.pdf

The petition was signed by Philip Howell, director.


CHEMTURA CORP: Court Disallows 3rd Party Claims for Cleanup Costs
-----------------------------------------------------------------
Bankruptcy Judge Robert E. Gerber issued a bench decision
sustaining Chemtura Corporation and its affiliates' objections to
private party claims for future environmental remediation costs
also sought by the federal government and certain state
governmental entities, under Section 502(e)(1)(B) of the
Bankruptcy Code, which generally disallows claims (1) for
reimbursement or contribution (2) by those liable with the debtor
(3) to the extent that such claims are contingent.

"With two exceptions, I conclude that these claims are of the type
for which disallowance is required under section 502(e)(1)(B) and
its associated caselaw.  Except insofar as the exceptions apply,
the Debtors' objections are sustained," Judge Gerber held.

With respect to the exceptions, (a) where remediation costs were
already paid by the claimant and (b) the claim by the Delaware
Sand & Gravel Trust, the Debtors' exceptions are overruled.

In May 2010, the Debtors objected to 59 Private Party Claims
pursuant to Sec. 502(e)(1)(B).  The Private Party Claims --
relying either implicitly or explicitly on sections 107(a) and
113(f)(1) of the the Comprehensive Environmental Response,
Compensation, and Liability Act -- sought hundreds of millions of
dollars for both past and future cleanup costs.  Some of the
Private Party Claims have since been resolved, disallowed, or
expunged.  According to the Court's order, 29 proofs of claim
remain subject to the Debtors' objection.

In October 2009, the United States, on behalf of the United States
Environmental Protection Agency and the National Oceanic and
Atmospheric Administration, filed proofs of claim against certain
of the Debtors asserting, inter alia, more than $2 billion in
liabilities for response costs for pursuant to CERCLA section
107(a), civil penalties, and natural resource damages and
assessment.  The U.S. claims asserted, in part, that certain
Debtors are jointly and severally liable, along with other
responsible parties, for roughly $49.6 million in past response
costs, an estimated $2 billion in future response costs, and
roughly $1.2 million in natural resources damages and assessment
costs.  Though smaller in dollar amount, similar claims were filed
by the state environmental agencies6 for the states of California,
Connecticut, and Texas, among others.

In September 2010, the Court approved a settlement agreement among
the Debtors, the U.S., and Connecticut, resolving the regulators'
environmental claims and providing funds for future clean-up
efforts.

A copy of the Court's Jan. 13, 2011 bench decision is available at
http://is.gd/q70T16from Leagle.com.

The Court's decision applies to Private Party Claims filed by:

        Claimant                                    Claim No.
        --------                                    ---------
        Ashland Inc.                                   10487
        BASF Sparks LLC/BASF Corp.                     10531
        Beacon Heights Coalition                       10264
        BKK Joint Defense Group                        11041
        BKK Joint Defense Group                        11048
        BKK Joint Defense Group                        11798
        Cadbury Beverages Inc.                         10873
        Cadbury Beverages Inc.                         13492
        Cooper Drum Operating Parties                  11200
        CR USA Inc.                                    10123
        CR USA Inc.                                    10319
        Delaware Sand & Gravel Remedial Trust           9499
        Dow Chemical Company                           10603
        Givaudan Flavors Corp.                         11249
        Givaudan Fragrances Corporation                 9745
        Goodrich Corp./Coltec Industries Inc.           9773
        Goodrich Corp./Coltec Industries Inc.           9775
        ILCO Site Remediation Group                    10836
        Kerite Company                                 11473
        Kerite Company                                 11475
        Laurel Park Coalition                          10294
        Laurel Park Coalition                          10296
        Lower Passaic River Site Subscribing Parties   10483
        Lower Passaic River Site Subscribing Parties   11590
        Mallinckrodt Inc.                                849
        Malone Cooperating Parties                     10576
        Passaic Valley Sewerage Commissioners          10894
        Unisys Corp.                                   10869

ILCO Site Redemption Group, the Cooper Drum Parties Group, and the
BKK Joint Defense Group are represented in the case by:

          Milissa A. Murray, Esq.
          BINGHAM McCUTCHEN LLP
          2020 K Street NW
          Washington, DC 20006-1806
          Telephone: 202-373-6511
          Facsimile: 202-373-6445
          E-mail: m.murray@bingham.com

Dow Chemical Co. is represented by:

          Scott J. Freedman, Esq.
          DILWORTH PAXON LLP
          457 Haddonfield Rd., Suite 700
          Cherry Hill, NJ 08002
          Telephone: (856) 675-1962
          Facsimile: (856) 675-1862
          E-mail: sfreedman@dilworthlaw.com

BASF Corporation's counsel may be reached at:

          Michael H. Reed, Esq.
          PEPPER HAMILTON LLP
          3000 Two Logan Square
          Eighteenth and Arch Streets
          Philadelphia, PA 19103-2799
          Telephone: 215-981-4416
          E-mail: reedm@pepperlaw.com

The attorney arguing on behalf of Delaware Sand & Gravel Remedial
Trust is:

          Adam H. Isenberg, Esq.
          SAUL EWING LLP
          Centre Square West
          1500 Market Street, 38th Floor
          Philadelphia, PA 19102-2186
          Telephone: 215-972-8662
          Facsimile: 215-972-1853

Flabeg Technical Glass U.S. Corporation is represented by:

          William E. Otto, Esq.
          SEBRING & ASSOCIATES
          2735 Mosside Boulevard
          Monroeville, PA 15146
          Telephone: 412-856-3500
          Facsimile: 412-856-3504
          E-mail: weo@sebringlaw.com

The attorney for Akzo Nobel, Inc., is:

          Jeremy M. Campana, Esq.
          THOMPSON HINE LLP
          3900 Key Center 127 Public Square
          Cleveland, OH 44114-1291
          E-mail: Jeremy.Campana@ThompsonHine.com
          Telephone: 216-566-5936 (direct)
                     216-566-5500
          Facsimile: 216-566-5800

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  Chemtura successfully completed its
financial restructuring and emerged from protection under Chapter
11 in November 2010.  In connection with the emergence,
reorganized Chemtura is now listed on the New York Stock Exchange
under the ticker "CHMT".

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel.  Wolfblock LLP was the Debtors'
special counsel.  The Debtors' auditors and accountant were KPMG
LLP; their investment bankers are Lazard Freres & Co.; their
strategic communications advisors were Joele Frank, Wilkinson
Brimmer Katcher; their business advisors were Alvarez & Marsal
LLC and Ray Dombrowski served as their chief restructuring
officer; and their claims and noticing agent was Kurtzman
Carson Consultants LLC.  The Debtors disclosed total assets of
$3.06 billion and total debts of $1.02 billion as of the Chapter
11 filing.


CHEMTURA CORP: S&P Assigns 'BB-' Corporate Following Emergence
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to chemicals producer Chemtura Corp. following the
Company's emergence from Chapter 11 bankruptcy protection.  At the
same time, Standard & Poor's assigned a 'BB+' issue-level rating
(two notches above the corporate credit rating) to Chemtura
Corp.'s $295 million senior secured term loan. Standard & Poor's
also assigned a recovery rating of '1' to the term loan,
indicating S&P's expectation of very high (90%-100%) recovery for
lenders in the event of a payment default.

Standard & Poor's also assigned a 'BB-' issue rating (the same
level as the corporate credit rating) with a recovery rating of
'3' to Chemtura's $455 million unsecured senior notes. These
ratings indicate Standard & Poor's expectation of meaningful (50%
to 70%) recovery in the event of a payment default.

"The corporate credit rating reflects S&P's view of Chemtura's
position as a leading global producer of industrial and specialty
chemicals serving various end markets, an aggressive financial
risk profile, and adequate liquidity position," said Standard &
Poor's credit analyst Liley Mehta.  "The ratings incorporate the
vulnerability of its operating results to cyclical markets and
competitive pricing pressures, and the need to increase research
and development-related spending and growth-related initiatives to
bolster the Company's product pipeline over the next few years.
These factors are tempered by a diversified portfolio of specialty
and industrial chemical businesses (generating annual revenues of
around $2.7 billion), and the expected meaningful benefit to
earnings and operating margins from ongoing restructuring actions.
The Company has significantly reduced its environmental and legacy
claims, and lowered pension and other post-retirement obligations
through its emergence from bankruptcy."

The stable outlook indicates that Standard & Poor's expects the
Company to maintain adequate liquidity and appropriate credit
metrics for the ratings, supported by a steady improvement in end-
market demand in line with gradual global economic growth.


CHRYSLER LLC: May Pursue Attorney's Fees Claim in Class Suit
------------------------------------------------------------
Vice Chancellor Donald F. Parsons of the Court of Chancery of
Delaware denied a plaintiff's request to dismiss counterclaims by
Chrysler Group LLC for attorney's fees in a proposed class action.

Nancy A. Nichols, on behalf of herself and all others similarly
situated, v. Chrysler Group LLC, Civil Action No. 4348-VCP (Del.
Ch. Ct.), seeks injunctive relief against Chrysler Group LLC to
end an allegedly illegal corporate policy relating to certain
worker's compensation claims.  After Chrysler unsuccessfully moved
to have the Complaint dismissed, it filed an answer with a
counterclaim for its reasonable attorneys' fees based on the
Plaintiff's bad faith continuation of the suit despite being told
by Chrysler that it has no such corporate policy.  Chrysler
invoked the bad faith exception to the American Rule.

Delaware follows the American Rule, under which each party must
bear its own litigation expenses, including attorneys' fees,
absent certain exceptions that warrant a shifting of such fees.
One exception to this rule is where the parties agree by contract
to shift the costs and expenses of litigation.  Another exception
is that a court may award attorneys' fees in cases where the court
finds that a party either brought the action in bad faith or acted
in bad faith or vexatiously to increase the costs of the
litigation.

Ms. Nichols accused Chrysler of attempting to intimidate "an
adversary of vastly inferior resources."

Vice Chancellor Parsons found Ms. Nichols's contentions are
unpersuasive.  He said Chrysler's and Ms. Nichols's allegations
remain to be determined as litigation progresses.

A copy of the Chancery Court's Memorandum Opinion is available
at http://is.gd/Jd3tqpfrom Leagle.com.

Plaintiff is represented by:

          John S. Spadaro, Esq.
          JOHN SHEEHAN SPADARO, LLC
          724 Yorklyn Road, Suite 375
          Hockessin, DE 19707
          Telephone: 302-235-7745

Attorneys for Chrysler Group are:

          Jennifer Gimler Brady, Esq.
          Abigail M. LeGrow, Esq.
          POTTER ANDERSON & CORROON LLP
          Hercules Plaza
          1313 North Market Street, 6th Floor
          Wilmington, DE 19801
          Telephone: (302) 984-6042
          Facsimile: (302) 778-6042
          E-mail: jbrady@potteranderson.com
                  alegrow@potteranderson.com

               - and -

          Kathy A. Wisniewski, Esq.
          John W. Rogers, Esq.
          THOMPSON COBURN LLP
          One US Bank Plaza
          St. Louis, MO 63101
          Telephone: (314) 552-6337
          Facsimile: (314) 552-7337
          E-mail: kwisniewski@thompsoncoburn.com
                  jrogers@thompsoncoburn.com


CITY NATIONAL BANCSHARES: Posts $3.3 Million Net Loss in Q3 2010
----------------------------------------------------------------
Citi National Bancshares Corporation filed on January 12, 2010,
its quarterly report on Form 10-Q for the three months ended
September 30, 2010.

The Company recorded a net loss of $3.3 million for the 2010 third
quarter, compared to a net loss of $509,000 for the 2009 third
quarter.  Net interest income before provisions for loan losses
declined to $3.0 million compared to $3.8 million during the 2009
third quarter.

The higher third quarter loss was caused primarily by a
$1.2 million increase in the provision for loan losses and
$696,000 in charges related to the closing of two branch offices,
offset by other-than-temporary impairment charges of $1.3 million
recorded in the third quarter of 2009 that did not recur in 2010.

At September 30, 2010, the Company's balance sheet showed
$448.2 million in total assets, $419.1 million in total
liabilities, and stockholders' equity of $29.1 million.

The Company's deteriorating financial results and restrictive
requirements of the Consent Order with the Office of the
Comptroller of the Currency, entered into on December 22, 2010,
raise substantial doubt about the Company's ability to continue as
a going concern, the Company said in the filing.

The Consent Order imposes numerous requirements on City National
Bank of New Jersey, including, among others, that by March 31,
2011, and thereafter, the Bank must maintain total capital at
least equal to 13% of risk-weighted assets and Tier 1 capital at
least equal to 9% of adjusted total assets.  The Bank is also
restricted from paying any dividends.

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

               http://researcharchives.com/t/s?7224

Newark, N.J.-based Citi National Bancshares Corporation is the
bank holding company of City National Bank of New Jersey, a
regional bank headquartered in Newark, New Jersey.


CLAIRE'S STORES: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 94.27 cents-
on-the-dollar during the week ended Friday, Friday, January 14,
2011, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.19 percentage points from the previous week, The Journal
relates.  The Journal relates.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on May 29, 2014, and carries Moody's Caa1 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 185 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

About Claire's Stores

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

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

The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion
in total assets, $218.86 million in total current liabilities,
$2.62 billion in long-term debt, and a stockholders' deficit of
$47.89 million.

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to Caa2 from Caa3.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending October 30, 2010, Claire's debt to EBITDA was very
high at 9.3 times.


CLEARWATER INSURANCE: S&P Lowers Fin'l Strength Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'A-' counterparty
credit and financial strength ratings on Clearwater Insurance Co.
(Clearwater) from CreditWatch (where they had been placed with
negative implications on Nov. 18, 2010), lowered the ratings on
Clearwater to 'BB+' and assigned a stable outlook.  The ratings on
Fairfax Financial Holdings Ltd. and its insurance and reinsurance
subsidiaries (collectively, Fairfax) remain unchanged.

"The rating action reflects the transfer of ownership of
Clearwater to TIG Insurance Group Inc., a subsidiary of Fairfax
Inc., effective Jan. 1, 2011, and the change in our view of
Clearwater's group status from core to non-strategically important
to Fairfax, which is in line with our view of other Fairfax run-
off operations," said Standard & Poor's credit analyst Pablo
Feldman.  Up until Jan. 1, 2011, Clearwater was a subsidiary of
Odyssey America Reinsurance Corp. (Odyssey America; A-/Stable/--),
a fully owned subsidiary of Odyssey Re Holdings Corp. (BBB-
/Stable/--), and a member of Fairfax.

Just before closing, Odyssey America assumed Clearwater's
reinsurance of its fully owned subsidiary, Clearwater Select
Insurance Co. (not rated) and reinsured certain insurance business
previously written by Clearwater.  Subsequently, the ownership of
Clearwater's subsidiaries (Hudson Insurance Co. (not rated),
Hudson Specialty Insurance Co. (A-/Stable/--) and Clearwater
Select Insurance Co. (not rated)) was transferred to Odyssey
America.

The transaction transferred the run-off reserves at Odyssey Re
Holdings Corp.'s operating reinsurance and insurance subsidiaries
(collectively Odyssey Re) -- held at Clearwater -- to TIG
Insurance Group, which holds other Fairfax run-off operations.
Effectively, approximately $457 million of run-off statutory net
loss reserves, including about $256 million of asbestos and
environmental statutory net loss reserves (as of Sep. 30 2010),
were removed from Odyssey Re, but they remain at Fairfax.

"The transaction ultimately transfers potential adverse reserve
risk for loss reserves related to asbestos and environmental
claims -- which are highly correlated with uncertain legal
outcomes," said Mr. Feldman.  "The transaction reduces Odyssey
Re's reserve risk.  Notwithstanding the benefits to Odyssey Re,
the economics of the transaction result in lower investment income
as well as a reduction in the reported level of statutory
surplus."

The outlook is stable, reflecting Standard & Poor's expectation
that capital will likely be adequate for the current rating level
and sufficient to pay off claims.

"We could lower the ratings if Clearwater faces significant
adverse reserve developments," said Mr. Feldman.


CLEARWIRE CORP: Eagle River Head Named to Board of Directors
------------------------------------------------------------
On January 6, 2011, the Board of Directors of Clearwire
Corporation appointed Benjamin G. Wolff as a director of the
Company, with the appointment effective immediately.  Mr. Wolff
was also appointed to the Board's Compensation Committee and
Nominating and Governance Committee.  The nomination of Mr. Wolff
to the Board was made by Eagle River Holdings, LLC pursuant to the
Equityholders' Agreement dated November 28, 2008 by and among the
Company, Sprint Nextel Corporation, Intel Corporation, Google
Inc., Comcast Corporation, Time Warner Cable Inc., Bright House
Networks LLC, and Eagle River, to fill the position left open by
the resignation on December 31, 2010 of Craig O. McCaw.

Mr. Wolff previously served as Co-Chairman of the Company from
March 2009 to February 2010 and as Chief Executive Officer of the
Company and its predecessor entity from May 2006 to March 2010.
He is the Chairman, Chief Executive Officer and President of ICO
Global Communications and is the President of Eagle River.  On
December 2, 2010, Mr. Wolff entered into an advisory services
agreement with the Company, which provides that he will serve as a
strategic advisor to the Company and will be paid a transaction
fee if the Company enters into a strategic transaction on which
Mr. Wolff advised.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at September 30, 2010, showed
$10.52 billion in total assets, $3.90 billion in total
liabilities, and stockholders' equity of $6.62 billion.

The Company disclosed in its Form 10-Q for the third quarter ended
September 30, 2010, that its expected continued losses from
operations and the uncertainty about its ability to obtain
sufficient additional capital raise substantial doubt about the
Company's ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.
Further, we also need to raise substantial additional capital over
the long-term to fully implement our business plans."


CMP SUSQUEHANNA: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta, Ga.-based radio broadcaster CMP Susquehanna Radio
Holdings Corp. to positive from stable.  All ratings on the
Company, including the 'B-' corporate credit rating, were
affirmed.

"The positive outlook revision reflects our expectation that debt
leverage at CMP Susquehanna will continue to decline over the
intermediate term and that the Company will maintain adequate
liquidity and compliance with financial covenants," explained
Standard & Poor's credit analyst Michael Altberg.

S&P expect that CMP will continue to use free cash flow for debt
repayment in order to stay ahead of aggressive covenant step-downs
over the next two years.  Under S&P's base case scenario for 2011,
S&P believe lease-adjusted debt leverage could improve to the mid-
7.0x area as a result of low-single-digit percentage revenue
growth and continued debt repayment.   In S&P's opinion, the
Company has adequate EBITDA coverage of interest and could
generate sufficient discretionary cash flow to provide a degree of
financial flexibility if operating performance deteriorates in
2011.

S&P's 'B-' rating reflects CMP's high debt burden and relative
lack of critical mass, which underlies S&P's assessment of the
Company's financial risk profile as highly leveraged.  In
addition, S&P considers the Company's business risk profile as
weak, based on its revenue and cash flow concentration from the
Dallas and San Francisco markets, unfavorable secular trends in
radio advertising, advertising cyclicality, and some refinancing
risk regarding the maturity of the revolving credit facility in
May 2012.  Positive rating factors that do not offset these
negatives include the Company's high EBITDA margin at around 40%
and healthy conversion of EBITDA to discretionary cash flow.

CMP owns 27 radio stations in nine markets, including four of the
top 10 markets: San Francisco, Calif.; Houston and Dallas-Fort
Worth, Texas; and Atlanta, Ga.  The Company competes with much
larger peers, especially in San Francisco and Dallas-Fort Worth.
Some geographic concentration exists in San Francisco and Dallas,
which together contribute roughly half of total revenues.


COMPASS GROUP: S&P Assigns 'BB-' on Proposed $200-Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Westport, Conn.-based Compass Group Diversified
Holdings LLC.  The rating outlook is stable.

At the same time, S&P assigned the Company's proposed $200 million
term loan B due 2017 S&P's 'BB-' issue-level rating (at the same
level as the 'BB-' corporate credit rating) with a recovery rating
of '4', indicating S&P's expectations of average (70%-90%)
recovery for lenders in the event of a payment default.

The Company intends to use the proceeds from the new senior
secured facility to refinance its existing debt, as well as to
supplement cash for future acquisitions.

Proceeds from Compass' November equity issue were used to pay down
revolver borrowings for the Ergo Baby acquisition. As a result of
the equity issuance and continued improvement in operating trends,
the refinancing modestly decreases leverage from 2.2x at the end
of the third quarter to 2.1x pro forma for the transaction,
despite the term loan increasing to $200 million upon closing of
the deal from $74 million outstanding at year-end.

S&P expects low-double-digit growth in both revenue and EBITDA in
2011 due to a favorable demand outlook for the majority of
Compass' eight businesses.  S&P expects the Company to perform in
line with S&P's thresholds for the rating, including maintaining
lease-adjusted leverage between 2.0x and 3.5x, despite periodic
acquisitions and high dividend distributions.


CONSTAR INT'L: Receives Delisting Notice From NASDAQ Stock Market
-----------------------------------------------------------------
Constar International Inc. was given a notice by The NASDAQ Stock
Market that in connection with the Company's filing of Chapter 11
cases that day, and in accordance with Listing Rules 5101, 5110(b)
and IM-5101-1, the NASDAQ staff determined that the Company's
common stock will be delisted from The NASDAQ Stock Market.
Trading will be suspended at the opening of business on
January 20, 2011.  The Company does not intend to appeal the
NASDAQ staff's determination.  Therefore, the Company expects that
its common stock will be delisted after completion by NASDAQ of
application to the Securities and Exchange Commission, and the
Company's securities will not be eligible to trade on the OTC
Bulletin Board or in the "Pink Sheets" unless a market maker makes
application to register in and quote the security and such
application is cleared.


CONVATEC INC: S&P Assigns 'B+' on $250MM Revolving Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Skillman, N.J.-based ConvaTec Inc. (ConvaTec).
The rating outlook is stable.

At the same time, S&P assigned S&P's 'B+' issue-level rating and
'3' recovery rating to the Company's $250 million revolving credit
facility, which can be drawn in U.S. dollars, euros, pounds
sterling, or Danish krone.  The 'B+' and '3' ratings reflect S&P's
expectation of meaningful recovery (70% to 90%) of principal for
lenders in the event of default.

S&P also assigned S&P's 'B+' issue ratings to the Company's
$500 million U.S. dollar-denominated secured term loan,
550 million euro-denominated ($715 million dollar equivalent at
Sept. 30, 2010) secured term loan, and 300 million euro-
denominated ($390 million dollar equivalent) senior secured notes.
S&P assigned '3' recovery ratings on all these issues, indicating
S&P's expectation of meaningful recovery (70% to 90%) of principal
for lenders in the event of default.

S&P assigned 'B' issue ratings to the Company's $745 million U.S.
dollar-denominated senior unsecured notes and 250 million euro-
denominated ($325 million dollar equivalent) senior unsecured
notes.  S&P assigned '5' recovery ratings to both these issues.
The 'B' and '5' ratings reflect S&P's expectation of modest
recovery (10% to 30%) of principal for lenders in the event of a
default.

"Our speculative-grade ratings on ConvaTec reflect our
expectations that the Company will not deleverage in the medium
term; increasing adjusted debt will offset anticipated EBITDA
growth," said Standard & Poor's credit analyst Cheryl Richer.  The
Company's highly leveraged financial risk profile, with adjusted
debt to EBITDA expected to remain between 10x and 11x over the
next several years, is viewed on a consolidated basis at parent
holding Company ConvaTec Healthcare B S.a.r.l. ConvaTec, spun out
from Bristol-Myers Squibb Co. in 2008, was purchased by Nordic
Capital and Avista Capital Partners; the sponsors invested about
$2 billion of mandatorily redeemable preferred equity certificates
(PECs).  S&P views the PECs, and accrued dividends, as debt, which
added about $2.4 billion of debt to total reported debt at year-
end 2009.  S&P believes revenues should improve as the recession
ebbs, and cash-flows should strengthen materially as the majority
of onetime expenses related to the separation from Bristol Myers
Squibb Co. roll off substantially by year-end 2010.  Thus, despite
high debt leverage, S&P expects liquidity to be adequate.  S&P
believes that the Company will maintain a satisfactory business
risk profile given its product, geographic, and customer
diversity; leading market positions and strong customer
relationships; and steady product demand.


COSINE COMMUNICATONS: Stockholders Approve Deregistration Plan
--------------------------------------------------------------
CoSine Communications, Inc., announced that its stockholders
approved proposals to amend CoSine's Certificate of Incorporation
to effect a 1-for-500 reverse stock split of CoSine's common stock
immediately followed by a 500-for-1 forward stock split.  Taken
together, the amendments are intended to enable CoSine to
deregister its common stock under the Securities Exchange Act of
1934, as amended, and as a result thereof, terminate its periodic
reporting obligations with the Securities and Exchange Commission.
CoSine is taking these steps to avoid the substantial and
increasing cost and expense of being an SEC reporting company and
of regulatory compliance under the Sarbanes-Oxley Act of 2002, and
to focus CoSine's resources on the redeployment of its existing
assets to acquire, or invest in, one or more operating businesses
with existing or prospective taxable income, or from which it can
realize capital gains, that can be offset by use of its net
operating loss carry-forwards.

Subject to approval by the Financial Industry Regulatory Authority
(FINRA) and when effective, the amendments will result in CoSine's
stockholders of record owning less than 500 shares of common stock
immediately prior to the effective time of the reverse stock split
receiving a cash payment of $2.24 per share, on a pre-split basis,
in lieu of owning fractional shares and participating in the
forward stock split.  The reverse stock split will be followed
immediately by a 500-for-1 forward stock split.  As a result,
beneficial stockholders holding shares in "street name" through a
nominee and CoSine's stockholders of record owning 500 or more
shares of common stock will not be impacted by the reverse/forward
stock splits and retain their current numbers of shares of common
stock without change.

CoSine anticipates that upon completion of the reverse and forward
stock splits, CoSine will have fewer than 300 stockholders of
record enabling CoSine to terminate the registration of its common
stock under the Securities Exchange Act of 1934, as amended.
CoSine intends to continue to provide interim unaudited financial
information and annual audited financial information to its
stockholders.

Over 95% of the outstanding shares of common stock of CoSine voted
by proxy or in person at a Special Meeting of Stockholders, which
took place on January 10, 2011 in San Francisco, California.  Over
80% of the outstanding shares of common stock of CoSine voted in
favor of the proposals.

                     About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.
This strategy may allow CoSine to realize future cash flow
benefits from its net operating loss carry-forwards.  No
candidates have been identified, and no assurance can be given
that CoSine will find suitable candidates, and if it does, that it
will be able to utilize its existing NOLs.

The Company's balance sheet at Sept. 30, 2010, showed
$21.84 million in total assets, $189.0 in total current
liabilities, and stockholder's equity of $21.65 million.

Burr Pilger Mayer Inc. of San Jose, California, which audited the
Company's annual report for 2009, said that that the CoSine
Communications Inc.'s actions in September 2004 in connection with
its ongoing evaluation of strategic alternatives to terminate most
of its employees and discontinue production activities in an
effort to conserve cash, raise substantial doubt about its ability
to continue as a going concern.


CROWN MEDIA: Susanne McAvoy Does Not Own Any Securities
-------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 11, 2011, Susanne McAvoy, EVP, Marketing at Crown Media
Holdings Inc., disclosed that she does not own any securities of
the Company.

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet as of September 30, 2010, showed
$697.3 million in total assets, $676.6 million in total
liabilities, $191.9 million in redeemable preferred stock, and a
stockholders' deficit of $171.1 million.

KPMG LLP, in Denver, expressed substantial doubt about Crown Media
Holdings, Inc.'s ability to continue as a going concern, following
its 2009 results.  The independent auditors noted of the Company's
significant short-term debt obligations.


CUMULUS MEDIA: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cumulus Media Inc.
is a borrower traded in the secondary market at 95.33 cents-on-
the-dollar during the week ended Friday, Friday, January 14, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.83
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank loan matures on June
11, 2014, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
185 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Sept. 30, 2010, showed
$324.06 million in total assets, $673.31 million in total
liabilities, and a stockholders' deficit of $349.25 million.

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating from Moody's Investors Service.


DANA HOLDING: Moody's Upgrades Rating on $869 Mil. Notes to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of Dana Holding
Corporation's Corporate Family and Probability of Default Ratings
to B1 from B3.  In a related action, Moody's raised the ratings on
the senior secured asset based revolving credit facility to Ba1
from Ba3, and the senior secured term loan to Ba2 from B1.  The
Speculative Grade Liquidity Rating also was affirmed at SGL-2.
The rating outlook is stable.

Ratings raised:

-- Probability of Default Rating, to B1 from B3;
-- Corporate Family Rating, to B1 from B3;
-- $650 million senior secured asset based revolving credit
    facility, to Ba1 (LGD 2, 19%) from Ba3 (LGD2, 24%);
-- $869 million (originally $1.4 billion) senior secured term
    loan, to Ba2 (LGD2, 26%) from B1 (LGD3, 30%);

Ratings affirmed:

-- Speculative Grade Liquidity rating at SGL-2.

The upgrade of Dana's Corporate Family Rating to B1 incorporates
the company's improved performance over the recent quarters and
our expectation that this improvement will be sustained over the
intermediate-term.  Dana's EBIT margin has improved to 5% in the
quarter ending September 30, 2010, compared to a breakeven margin
in the prior year period.  This improvement reflects the benefits
from the significant restructuring actions in the prior year and
recovering global automotive demand.  The company's performance
and balance sheet were strengthened further during 2010 by debt
reduction from the divestiture of its Structures business.  As of
September 30, 2010, cash balances of $1.1 billion exceed funded
debt.  For the LTM period ending September 30, 2010, Dana's
EBITA/interest approximated 1.3x, supported by stronger results in
the second and third quarters of 2010; Debt/EBITDA approximated
4.4x.

Dana is well positioned to benefit from further revenue growth
with improvement in global economies and further customer growth.
U.S. retail demand is expected to increase to about 13.5 million
units in 2011 or about 17% above 2010 levels.  Western European
demand is expected to modestly improve in 2011 over 2010 units
sales.  Dana's light vehicle business is largely North American
and non-European and also should benefit from regional growth in
Asia and South America.  The ratings also incorporate our
expectation of improving commercial vehicle production in North
America. About 23% of Dana's revenues are commercial vehicle
related, and are largely North American.  Yet, Dana's off-highway
business is largely exposed to the European markets which are
expected to lag the global trend in economic recovery.

Dana continues to have a high customer concentration with Ford.
However, its next largest customers are Paccar and Hyundai which
highlights the company's strategy for customer and geographic
diversity.  The market for axles, driveshafts, sealing products,
and thermal products is expected to remain competitive.  Yet,
since emerging from Chapter 11 in January 2008, Dana has
maintained a solid market position.  Dana recently announced net
new business wins of approximately $846 million.

The stable rating outlook considers Dana's improving operational
performance, supported by a stabilizing global economy and
announced net new business wins.  These factors are balanced by
expectations of additional restructuring actions in 2011 while
reinstating certain compensation and benefit programs; other
increases in cash requirements to support new business growth,
including capital reinvestment and staffing; and commodity cost
pressures as global economies recover.  The outlook also
incorporates Moody's expectation of continued strong cash balances
available for further debt paydown, after considering the recently
announced agreement to use about $120 million of cash to increase
a joint venture ownership in China.

The Speculative Grade Liquidity Rating of SGL-2 reflects good
liquidity over the next twelve months supported by strong cash
balances and Mood's expectation of positive free cash flow
generation over the near-term.  The company's cash balances at
September 30, 2010, were approximately $1,137 million.  Dana's
positive free cash flow expectation incorporates higher required
working capital needs and higher reinvestment in plant and
equipment to support new business growth as industry conditions
improve.  External liquidity is provided by the $650 million asset
based revolving credit with availability at September 30, 2010, of
approximately $238 million, based on borrowing base limitations,
and $146 million of outstanding letters of credit.  Dana also
maintained an undrawn European receivables loan facility of Euro
170 million, maturing in July 2012.  Accounts receivable balances
available as collateral under the program would have supported a
US$ equivalent of $96 million in borrowings.  Dana is expected to
have ample covenant cushion under the term loan facility despite
test level step-downs.  There is capacity to incur up to
$275 million of additional debt in its foreign subsidiaries.

Factors that could lead to a higher outlook or ratings include
sustained revenue growth leading to improved operating performance
generating EBIT/interest coverage consistently over 2.0 times, and
consistent positive free cash flow generation, while maintaining
adequate liquidity.

Future events that have potential to drive Dana's outlook or
ratings lower include the inability to win new contracts,
production volume declines at the company's OEM customers, and
material increases in raw materials costs that cannot be passed on
to customers or mitigated by restructuring efforts resulting
EBIT/interest coverage approaching 1.5 times.  Other developments
that could lead to a lower outlook or ratings include
deteriorating leverage or liquidity.

The last rating action for Dana Holding Corporation was on
June 14, 2010, when the Corporate Family Rating was affirmed at B3
and the rating outlook changed to positive.

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

Dana, headquartered in Maumee, Ohio, is a world leader in the
supply of axles, driveshafts, sealing, thermal management
products, as well as genuine service parts.  The customer base
includes virtually every major vehicle in the global automotive,
commercial vehicle, and off-highway markets.  The company employs
approximately 21,000 people in 26 countries.  Revenues in 2009
were $5.2 billion.


DAVID BIRON: Owner Wants to Expand Marina Business
--------------------------------------------------
Hannah Dreier at Contra Costa Times reports that David Biron
Corporation, doing business as Big Break Marina, filed for Chapter
11 bankruptcy in Oakland, California, to restructure its
construction debt.  According to the report, the Company's owner,
Mr. David Biron, has no plans to sell the marina but instead
intends to expand the business but no details were disclosed about
the planned expansion.

One of Oakley's few marinas, Big Break was once home to national
tournaments such as the blockbuster bass contests Bassmaster and
FLW.  The Big Break waters along Oakley's Delta coastline are
nationally known for black bass, as well as sturgeon and many
other types of fish.  Business, however, has fallen 75% in the
past five years, according ot the owner.

Discovery Bay, California-based David Biron Corp. filed for
Chapter 11 protection on Dec. 22, 2010 (Bankr. N.D. Calif. Case
No. 10-74625).  Mark A. McLaughlin, Esq., at the Law Offices Of
Mclaughlin And Wildman, in Antioch, California, serves as counsel
to the Debtor.  The Debtor disclosed assets of $4,524,136 and
debts of $2,111,047 in its schedules.


DB CAPITAL: Agrees to Re-Notice DIP Financing Motion If Amended
---------------------------------------------------------------
On December 17, 2010, DB Capital Holdings, LLC, the Debtor in the
involuntary Chapter 11 involuntary petition under Case No.
10-25805 filed by five creditors on June 2010 with the U.S.
Bankruptcy Court for the District of Colorado, filed a motion with
the Bankruptcy Court for the entry of interim and final orders
authorizing it to incur postpetition secured indebtedness on a
secured and superpriority basis from Summit Investment Management
LLC, in the form of a term loan of up to $35,000,000.

Attorneys for the Debtor subsequently advised counsel for WestLB
Ag, as secured creditor, that the Debtor will soon be either
withdrawing the DIP Financing Motion or amending or other
modifying it.  In the event the DIP Financing Motion is withdrawn,
the Objection deadline will be moot, and if the DIP Financing
Motion is amended or otherwise modified, the Debtor agrees to re-
notice the revised DIP Financing Motion establishing a new
Objection deadline comporting with all applicable bankruptcy
rules;

On January 5, 2011, the Debtor and and WestLB AG, as secured
creditor, entered into a stipulation such that in the event the
DIP Motion is withdrawn, amended or otherwise modified, the
deadline for WestLB, the United States Trustee, or any other
interested party will be enlarged to a date as set forth in a
subsequent briefing schedule to be determined at the telephonic
Status Conference set for 9:30 a.m. (MST) on January 12, 2011, or
as the Bankruptcy Court otherwise deems appropriate under the
circumstances.  WestLB does not waive, and expressly reserves, any
rights it may have to file an Objection to the DIP Financing
Motion or any amendment or any amendment or modification thereto.

The Parties have requested the Court's approval of the foregoing
stipulation.

A copy of the Debtor's Motion for Interim and Final Orders (I)
Authorizing the Debtor to Incur Postpetition Secured Superpriority
Indebtedness, (II) to Modify the Automatic Stay and (III)
Scheduling a Final Hearing, entered on December 17, 2010, is
available for free at:

    http://bankrupt.com/misc/DBCapital.DIPFinancingMotion.pdf

A copy of the Stipulation of DB Capital Holdings, LLC, and WestLB
AG, as secured creditor is available for free at:

        http://bankrupt.com/misc/DBCapital.Stipulaton.pdf

                         About DB Capital

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH, LL.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  Judge
Elizabeth E. Brown presides over the case.  Jeffrey S. Brinen,
Esq., represents the filers.  In its schedules, the Debtor
disclosed zero assets and liabilities of $57,456,046.

On October 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) in order to
stay foreclosure of its membership interest in the Debtor.  DB
Development estimated assets and debts below $1,000,000.

On November 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), in order to stay
foreclosure of its Property.  In its petition, DB Land estimated
assets between $10,000,000 and $50,000,000, and estimated debts
between $50,000,000 and $100,000,000.


DOMINION CLUB: Refund Policy, Economic Woes Blamed for Ch. 11
-------------------------------------------------------------
Gregory J. Gilligan at Richmond Times-Dispatch reports that The
Dominion Club blamed the economy and the overall erosion of the
golf club industry for its Chapter 11 bankruptcy filing.

The Debtor is a private country club in the heart of the Wyndham
residential community in western Henrico County, in Virginia.  The
club has 787 members.  The club has a 28,000-square-foot
clubhouse, a swim and racquet facility, nine tennis courts, a
restaurant and an 18-hole golf course designed by golfer Curtis
Strange.

According to the report, an increasing number of members were
resigning because of the economy, but the club wasn't adding new
members to keep pace with the ones it was losing.  The report adds
that the club was burdened with an existing capital structure that
allowed for refundable fees for members that were to be repaid
over time as new members joined.  Since the club's inception,
refunds totaling nearly $6 million have been paid to resigned
members.

The Dominion Club, L.C., filed for Chapter 11 protection in
Richmond, Virginia, on Jan. 11, 2011 (Bankr. E.D. Va. Case No. 11-
30187).  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq.,
at Leclairryan, in Richmond, serves as counsel to the Debtor.
In its bankruptcy petition, the Debtor estimated its assets in the
$1,000,001 to $10,000,000 range and liabilities in the $10,000,001
to $50,000,000 range.


ECOSPHERE TECHNOLOGIES: Inks Pact to Deploy Ozonix Tech. in US
--------------------------------------------------------------
Ecosphere Technologies, Inc., and its majority owned subsidiary
Ecosphere Energy Services, LLC have signed a non-binding term
sheet for an exclusive technology licensing agreement with a
company that will deploy the Company's patented Ozonix technology
in the U.S. oil and gas exploration and production industries.
The term sheet calls for the Company initially to build 16 of its
new EF60 mobile high volume water treatment units over the next 24
months for the licensee to deploy exclusively in onshore oil and
gas shale plays across the United States.  EES will receive
approximately $2,750,000 for each EF60 unit that the Company
manufactures as well as ongoing licensing and royalty payments.
EES will pay the Company its costs and a manufacturing fee; in
addition, the Company will receive profit distributions from EES
which will be derived from the licensing and royalty payments.
The term sheet calls for two EF60's to be delivered by Ecosphere
to the licensee each quarter for the next eight quarters starting
May 15, 2011.  The term sheet is subject to execution of a
definitive agreement that the parties are currently moving forward
to complete.

                   About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering and environmental services company.  Ecosphere
Technologies provides environmental services and technologies for
use in large-scale and sustainable applications across industries,
nations and ecosystems.

During the nine months ended September 30, 2010, the Company
incurred a loss from operations of approximately $18.9 million,
and used cash in operations of approximately $1.1 million.  At
September 30, 2010, the Company had a working capital deficiency
of approximately $3.9 million, a stockholders' deficit of
approximately $1.2 million and had outstanding convertible
preferred stock that is redeemable under limited circumstances for
approximately $3.9 million (including accrued dividends).

As reported in the Troubled Company Reporter on April 6, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's net loss for 2009, and working
capital, stockholders' and accumulated deficits at December 31,
2009.


ENTEGRA LLC: Moody's Affirms Rating on 2nd Lien Term Loan at 'B3'
-----------------------------------------------------------------
Moody's Investors Service affirmed Entegra TC LLC's B3 rating on
its 2nd lien term loan and changed the outlook to negative.
Moody's also withdrew the B3 rating on the 2nd lien working
capital facility since this facility has been repaid and
terminated.

The rating action reflects Moody's expectations that Entegra will
likely experience below 1.0x debt service coverage ratio over the
next several years given depressed market prices and drop off of
energy hedges.  According to Moody's calculations, Entegra's DSCR
was 0.9x as of the last twelve months ended September 2010.  Given
the expected poor coverages, Moody's expects the Project will
likely need to draw on its internal liquidity to pay for debt
service though the 6-month debt service reserve is expected to
remain intact.  Additionally, the expected poor financial
performance has resulted in a need to waive financial covenants
through 2011 and a weakening of the leverage financial covenant
levels starting in 2012.

That said, the rating action also considers the benefit of a
recent sale of a 538 MW block of the Gila project to a 3rd party.
Net proceeds from the asset sale were used to pay down a portion
of the 2nd lien debt and the establishment of a $30 million
operating reserve.  As part of the asset sale, the Project made
concessions such as a substantial reduction in the 1st lien letter
of credit facility and repayment and termination of the
$30 million, 2nd lien working capital facility.

Entegra's rating on the 2nd lien term loan remains supported by
low amount of funded 1st and 2nd lien obligations which total
approximately $63/kw which compare favorably against the implied
valuation for Entegra based on the recent sale of Gila's 530 MW
Unit 2 and historical asset sales in the southeastern US.
However, Moody's also recognizes that Entegra has significant
potential liabilities on a 1st and 2nd lien basis including a
large 1st lien letter of credit facility and large out of the
money interest rate swaps.  If these potential liabilities
obligations were to crystallize into funded debt like obligations,
collateral coverage would substantially weaken and expose the 2nd
lien lenders to potential meaningful losses in a default.

The rating also incorporates Entegra's strategic plans to further
pay down the 2nd lien term loan through asset sales or other
strategic actions that could benefit the 2nd lien term loan.
Moody's views Entegra's strategic plans as plausible given the
recent 538 MW block sale though significant execution risk exists.

The negative outlook reflects the expectation for poor financial
performance for at least the next 12-18 months and execution risk
associated with the Project's strategic plans.

The rating could improve or stabilize if Entegra is able to enter
into long term contracts, further reduce the 2nd lien term loan or
substantially improve its financial metrics.

Entegra's rating could be downgraded if the Project incurs major
operational problems, if recovery prospects substantially weaken,
if Entegra is unable to execute its plans to reduce the 2nd lien
term loan or if Entegra's financial profile further deteriorates.

Entegra TC LLC is an intermediate holding company and a wholly-
owned subsidiary of Entegra Power Group LLC.  Entegra owns
approximately 3,800 megawatts of gas-fired, combined cycle
generation facilities in Arizona and Arkansas through its Gila
River Power LP and Union Power Partners LP subsidiaries,
respectively.  Entegra and EPG are collectively referred to as
"the Company".  The Company currently operates Gila and Union
primarily as merchant generating facilities.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

The last rating action on Entegra occurred on March 8, 2007, when
Moody's assigned B3 ratings to Entegra.


ESSEX OIL: Creditor Pursues Repayment of Loan
---------------------------------------------
Essex Oil Ltd. had received a demand for repayment of a loan of
$125,000 plus accrued interest of $32,272 and a Notice of
Intention to Enforce Security pursuant to the Bankruptcy and
Insolvency Act (Canada) from Randsburg International Gold Corp.
("Randsburg").  Since that time, Essex has been involved in
ongoing discussions with Randsburg with respect to terms of a
standstill agreement with Randsburg.

Essex and Randsburg have not yet agreed on the terms of a
standstill agreement.  Randsburg has initiated steps to appoint a
privately-appointed receiver for the assets of Essex.  The Company
is taking steps to refute the efforts by Randsburg.

Randsburg is a shareholder of Essex.  Michael Opara, who is the
President, Chief Executive Officer and a director of Randsburg, is
also the President and a director of Essex.


FAIRPOINT COMMUNICATIONS: Court Approves Chapter 11 Plan
--------------------------------------------------------
Bankruptcy Law360 reports that a federal judge on Thursday
confirmed FairPoint Communications Inc.'s Chapter 11 plan,
overruling last-minute objections from Verizon Communications Inc.
and opening the door for the Company to emerge from bankruptcy.

FairPoint Communications reached agreement with a Vermont
regulatory board on a settlement that will allow the Company to
complete the confirmation hearing on its reorganization plan,
according to a December 28 filing with the Securities and Exchange
Commission.

As a condition precedent to the effectiveness of the Company's
plan of reorganization under the Bankruptcy Code, the Company
needed to obtain certain regulatory approvals from various
regulatory authorities, including the Vermont Public Service
Board.  The Vermont Board did not initially provide its requisite
approval.  The Company made efforts to address certain issues that
were raised by the Vermont Board and submitted a renewed request
for the Vermont Board to provide its approval. On December 23,
2010, the Vermont Board entered an order providing its requisite
approval.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 30% Off
-----------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 70.42 cents-on-the-dollar during the week ended Friday, Friday,
January 14, 2011, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.83 percentage points from the previous week, The Journal
relates.  The Journal relates.  The Company pays 275 basis points
above LIBOR to borrow under the facility, which matures on March
31, 2015.  Moody's has withdrawn its rating, while Standard &
Poor's does not rate the bank debt.  The loan is one of the
biggest gainers and losers among 185 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FELCOR LODGING: S&P Raises Preferred Stock Rating to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Irving, Texas-based FelCor Lodging Trust Inc.'s preferred stock
to 'CCC-' from 'C', after the Company announced that it has
reinstated the quarterly dividend payments on both its series A
and series C preferred stock.  S&P had previously lowered the
issue-level ratings on the preferred stock in April 2009, upon the
Company's announcement that it had suspended the cash dividend on
its preferred shares.  The rating action was initiated in
conjunction with S&P's criteria on hybrid securities, titled
"Hybrid Capital Handbook: September 2008 Edition," published on
RatingsDirect Sept. 15, 2008.

The upgrade of S&P's issue-level rating on the Company's preferred
stock reflects the Company's announced reinstatement of the
quarterly dividend payment on both series, due and payable
Jan. 31, 2011.  Previously, the Company was prohibited from making
dividend payments due to provisions in its bond indenture, which
required an interest coverage ratio in excess of 1.7x to make
restricted payments as defined in the agreement.  However, the
Company has indicated that interest coverage, pro forma for debt
repayment and recent hotel dispositions, exceeded this threshold
for the most recently reported quarter, enabling resumption of the
payment of cash dividends.  S&P did not anticipate that cash
dividend payments would resume until the latter half of 2011.
However, stronger-than-anticipated growth in EBITDA last year, as
well as the realization of proceeds from the recent disposition of
the Sheraton Tysons Corner Hotel (the proceeds of which S&P
assumes were used for debt repayment), have led to compliance with
this covenant measure and the resumption of dividend payments in
advance of S&P's previously stated expectations.

S&P's corporate credit rating on Felcor is 'B-' and the rating
outlook is stable.

                           Ratings List

FelCor Lodging Trust Inc.
Corporate Credit Rating       B-/Stable/--

Upgraded
                               To      From
FelCor Lodging Trust Inc.
Preferred Stock               CCC-    C


FLORIDA EAST: Moody's Puts 'B3' Rating on $450MM Sr. Notes
----------------------------------------------------------
Moody's Investors Service assigned ratings to Florida East Coast
Railway Corp.; corporate family rating and probability of default
rating of B3.  Moody's also assigned a rating of B3 to the planned
of $450 million Senior Secured Notes due 2017.  The outlook is
stable. These are first time ratings of Florida East Coast.

Proceeds from the $450 million senior notes will be used, in
combination with approximately $165 million of equity, to fund the
repayment of approximately $600 million of the company's existing
debt.

The B3 corporate family and probability of default ratings
reflects substantial debt levels that reside in the company which
result in credit metrics that are typically associated with the
low-B rating category.  The ratings also reflect the company's
small size and lack of freight diversity, as well as its
concentration on one regional market for a substantial amount of
its revenue.  However, these rating constraints are partially
offset by its compelling market position in its region, long-term
relationships with key customers, and its unique position as the
only railroad with access to certain South Florida ports.

The senior secured notes are rated B3, the same as the corporate
family rating, as the entirety of the company's debt structure
comprises senior secured debt consisting of the $450 million
senior notes and $30 million ABL credit facility.

Moody's characterizes FEC's liquidity pro forma for the
refinancing as adequate.  Upon completion of the contemplated
transaction, the company is expected to have only modest amounts
of cash on hand -- approximately $11 million on close.  However,
it is expected that FEC will generate moderate operating cash flow
over the near term, allowing the company to cover increasing
levels of capital spending over this time.  As a result of
positive free cash flow, cash balances are expected to grow
through 2011.  The company has no significant debt maturity or
amortization until the Notes mature in six years.

The stable outlook reflects Moody's expectations that FEC's
credit metrics will improve modestly through 2011 as freight
volume continues a slow growth trajectory in a stable pricing
environment.  Although the company is expected to generate
positive free cash flow over this period, it is not likely that
FEC will use the cash generated to substantially repay debt, which
is primarily comprised of the new senior notes.  As such, Moody's
does not anticipate that FEC will undertake any substantial
deleveraging over the next few years.

Ratings could be lowered if an unexpected weakening in freight
demand results in deteriorating pricing over the near term.
Moody's believes that operating margins that fall substantially
below 20% for a prolonged period of time during such a period of
depressed revenues could result in a significant drop in free cash
flow, and materially hinder the company in its ability to maintain
credit metrics and an adequate liquidity profile. Metrics such as
Debt/EBITDA in excess of 6.5 times, retained cash flow of less
than 5% of debt, or EBIT/Interest below 1.0 time could pressure
rating downward.  The ratings or their outlook could be revised
upward if the company can resume revenue growth as freight demand
recovers, while maintaining operating margins consistently in
excess of 25% and generating free cash flow that is applied to
repay debt.  Specifically, credit metrics such as Debt/EBITDA of
under 5.5 times and EBIT/Interest in excess of 1.5 times would
likely warrant upward rating consideration.

Assignments:

Issuer: Florida East Coast Railway Corp.

-- Probability of Default Rating, Assigned B3

-- Corporate Family Rating, Assigned B3

-- Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4 51%)

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

Florida East Coast Railway Corp., headquartered in Jacksonville,
FL, is a freight railroad that services the east coast of Florida
from Jacksonville to Miami.


FONAR CORP: Gets Non-Compliance Letter From Nasdaq
--------------------------------------------------
Fonar Corporation received a determination letter from the Listing
Qualifications Staff of The NASDAQ Stock Market LLC notifying the
Company that, based upon the Company's non-compliance with the
$2.5 million stockholders' equity requirement set forth in NASDAQ
Listing Rule 5550(b) as of January 7, 2011, the Company's
securities were subject to delisting from The NASDAQ Capital
Market unless the Company requests a hearing before the NASDAQ
Listing Qualifications Panel.

The Company plans to timely request a hearing before the NASDAQ
Panel, which will stay any action with respect to the Staff
Determination until the Panel renders a decision subsequent to the
hearing.  There can be no assurance that the Panel will grant the
Company's request for continued listing.

As previously announced, on October 14, 2010, the Company received
notice from the NASDAQ Listing Qualifications Staff that its
stockholders' equity was below the minimum requirement for
continued listing on The NASDAQ Capital Market.  Pursuant to the
Listing Rules, the Company requested and was granted an extension,
through January 7, 2011.  The Company did not meet the terms of
the extension by January 7, 2011, which resulted in the issuance
of the Staff Determination.


FORCELOGIX TECHNOLOGIES: Updates on Sale of ForceLogix
------------------------------------------------------
ForceLogix Technologies Inc. provided updates on the proposed sale
of its wholly owned operating subsidiary, ForceLogix, Inc.

The sale of the US Subsidiary is considered under corporate law to
be the sale of all or substantially all of the undertaking of the
Company and requires a special resolution of the holders of the
Company's common shares.  The Asset Purchase Agreement also
contains other covenants and conditions that also require approval
of the Shareholders.  As such, the Company has set a date for a
special meeting of its Shareholders for February 18, 2011 at which
the Shareholders will be asked to consider and, if appropriate,
approve: a) a special resolution to sell all or substantially all
of the undertaking of the Company (the "Asset Sale"); b) approve
an ordinary resolution by disinterested shareholders the
termination of the Management and Operations Agreement dated
November 18, 2010 between JP Funding, LLC ("JPF") and ForceLogix
Inc. and the payment of the termination fee thereunder (the
"Management Agreement"); and c) the change of the name of the
Company back to Courtland Capital Corp., or such other name as may
be approved by the Board or any regulatory authority having
jurisdiction.

JPF is a company controlled by John Prinz, a director and
shareholder of the Company.  Mr. Prinz is excluded from voting on
the resolution to approve the termination of the Management
Agreement and the payment of the $1,125,000 termination fee. JPF
is a secured creditor of the US Subsidiary.

In anticipation of the Shareholder meeting, the Company has
prepared an information circular which sets out the particulars of
the Asset Sale and the related transactions.  The notice of the
meeting, information circular and proxy is expected to be mailed
to Shareholders on or about January 21, 2011.

The Asset Sale is a significant disposition under TSX Venture
Exchange Policies and as such requires regulatory approval.  The
Company must also obtain regulatory approval for a shares for debt
transaction to settle certain unsecured debts owed by the Company
and the US Subsidiary at a price of $0.05 per common share.  The
Company is also seeking regulatory approval to change the name of
the Company.  The Company is expecting to file the necessary
applications and supporting documentation with the Exchange next
week.  Upon obtaining conditional approval for the Asset Sale and
related transactions the Company will proceed with the mailing of
the proxy materials.

The Company is also requesting that its listing be transferred to
NEX following completion of the Asset Sale and related
transaction. Providing the Company is in compliance with all
applicable securities rules and policies it is expected that the
Company's common shares will trade on the NEX.  Assuming that the
requisite shareholder approval is obtained, then after paying the
secured creditors, including the termination fee to JPF, and
certain unsecured creditors of the Company, the Company intends to
use a the balance of the purchase price proceeds from the Asset
Sale to maintain its regulatory compliance while on NEX and to
source and acquire another business with a view to reactivating
the Company.

It is expected that the common shares of the Company will resume
trading on the TSX Venture Exchange subsequent to the issuance of
this news release.


FOX HILL: Section 341(a) Meeting Scheduled for Feb. 2
-----------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Fox Hill
Mutual Homes, Inc.'s creditors on February 2, 2011, at 10:00 a.m.
The meeting will be held at the Office of the U.S. Trustee,
Peninsula Business Center II, 11751 Rock Landing Drive, Suite H1,
Newport News, VA 23606.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Hampton, Virginia-based Fox Hill Mutual Homes, Inc., filed for
Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. E.D.
Va. Case No. 11-50038).  Karen M. Crowley, Esq., at Crowley,
Liberatore, & Ryan, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


FRANK PARSONS: Section 341(a) Meeting Scheduled for Feb. 9
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Frank
Parsons Inc.'s creditors on February 9, 2011, at 11:00 a.m.  The
meeting will be held at 341 Meeting Room 2650 at 101 W. Lombard
Street, Baltimore, Maryland.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Hanover, Maryland-based Frank Parsons Inc., aka Frank Parsons
Paper Company Inc., filed for Chapter 11 bankruptcy protection on
January 6, 2011 (Bankr. D. Md. Case No. 11-10338).  Gary H.
Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz
Meisel Forman & Leonard, PA, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


FRANK PARSONS: Business As Usual While in Chapter 11
----------------------------------------------------
Frank Parsons, Inc., early this month filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the State of Maryland.

Marc Weinsweig, the Company's restructuring advisor, said Frank
Parsons is working very closely with its employees, vendors, and
partners, and expects no disruption in products, services, or
support.  "From the standpoint of Frank Parsons's customers, it
will be business as usual," Mr. Weinsweig added.  The Company also
announced that it has secured $5 million of debtor-in-possession
financing from Wells Fargo Bank to help support its reorganization
plans and to strengthen its business.

"The Frank Parsons brand remains strong, as does our commitment to
our customers, employees, and strategic business partners," said
J. Michael Lane, Frank Parsons's CEO.  "The lifting of our heavy
debt load has reenergized our employee-owners and will help us
emerge a much stronger and more successful business."

The company has retained Cole, Schotz, Meisel, Forman & Leonard as
bankruptcy counsel; Weinsweig Advisors LLC as a restructuring
advisor; and SSG Capital as an investment banker to explore
strategic options.

                         About Frank Parsons

Frank Parsons, Inc. -- http://www.frankparsons.com/-- is the
largest employee-owned, business products, technology, and office
supplies company in the United States, offering more than 180,000
products from companies such as Avery, Fujifilm, Hewlett Packard,
IBM, Sony, Xerox, Xiotech, and more.  Frank Parsons is an approved
contractor on the GSA Schedule and an authorized AbilityOne
Distributor.  The company holds several environmental
certifications, including FSC, SFI, and PEFC.

Based in Hanover, Maryland, Frank Parsons Inc. aka Frank Parsons
Paper Company Inc. filed for Chapter 11 bankruptcy protection on
Jan. 6, 2011 (Bankr. D. Md. Case No. 11-10338).  Gary H.
Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz
Meisel Forman & Leonard, PA, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million in its petition.


GAMETECH INT'L: Kristin Fedor Discloses 5.4% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 11, 2011, Kristin A. Fedor disclosed that
she beneficially owns 645,177 shares of common stock of Gametech
International Inc. representing 5.4% of the shares outstanding.
On January 10, 2011, the Company had 11,868,917 outstanding shares
of its Common Stock, par value $0.001 per share.

                   About GameTech International

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

On November 23, 2010, the Company entered into a Third Amendment
to Forbearance Agreement and Sixth Loan Modification Agreement
with its lenders, pursuant to which the lenders agreed to forbear
from exercising certain rights available to them under the
Company's senior secured credit facility as a result of the
Company's existing defaults until January 31, 2011 or earlier upon
the occurrence of: (i) the resignation or termination of the Chief
Executive Officer of the Company or Morris-Anderson & Associates,
Ltd., as consultant to the Company; or (ii) a subsequent default
or breach of the Sixth Amendment.

The Sixth Amendment was entered into following the Company's
failure to make these required payments of principal and interest
under the Fifth Amendment on October 31, 2010:

   (i) two quarterly installments of principal under the term loan
       each in the amount of $1,087,647;

  (ii) a deferred monthly installment of interest on the unpaid
       balance of the term loan in the amount of $366,512; and

(iii) a deferred payment of the unpaid principal balance of the
       revolver in the amount of $750,000.

The Sixth Amendment extends the due date on these payments from
October 31, 2010 to January 31, 2011.


GAMETECH INT'L: Richard Fedor Discloses 5.1% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 11, 2011, Richard T. Fedor Jr. disclosed
that he beneficially owns 611,573 shares of common stock of
Gametech International Inc. representing 5.1% of the shares
outstanding.  On January 10, 2011, the Company had 11,868,917
outstanding shares of its Common Stock, par value $0.001 per
share.

                   About GameTech International

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

On November 23, 2010, the Company entered into a Third Amendment
to Forbearance Agreement and Sixth Loan Modification Agreement
with its lenders, pursuant to which the lenders agreed to forbear
from exercising certain rights available to them under the
Company's senior secured credit facility as a result of the
Company's existing defaults until January 31, 2011 or earlier upon
the occurrence of: (i) the resignation or termination of the Chief
Executive Officer of the Company or Morris-Anderson & Associates,
Ltd., as consultant to the Company; or (ii) a subsequent default
or breach of the Sixth Amendment.

The Sixth Amendment was entered into following the Company's
failure to make these required payments of principal and interest
under the Fifth Amendment on October 31, 2010:

   (i) two quarterly installments of principal under the term loan
       each in the amount of $1,087,647;

  (ii) a deferred monthly installment of interest on the unpaid
       balance of the term loan in the amount of $366,512; and

(iii) a deferred payment of the unpaid principal balance of the
       revolver in the amount of $750,000.

The Sixth Amendment extends the due date on these payments from
October 31, 2010 to January 31, 2011.


GETTY IMAGES: S&P Assigns 'BB-' on $1.3BB Secured Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Seattle, Wash.-based
Getty Images Inc.'s $1.37 billion first-lien senior secured credit
facility its issue-level rating of 'BB-' (at the same level as the
'BB-' corporate credit rating on the Company).  The recovery
rating on this debt is '4', indicating S&P's expectation of
average (30% to 50%) recovery for lenders in the event of a
payment default.

The facility consists of a $100 million revolving credit facility
due 2015 and a $1.27 billion term loan due 2016.  The Company used
proceeds to repay its existing senior secured credit facilities
and fund a distribution to its shareholders.

S&P's 'BB-' corporate credit rating on Getty Images remains
unchanged.  The rating outlook is stable.

The 'BB-' corporate credit rating reflects S&P's expectation
that Getty Images' financial profile will remain aggressive.
It also reflects S&P's expectation that unfavorable secular
trends related to digital migration will continue to put pressure
on the Company's business.  This underpins S&P's assessment of
Getty's business profile as weak.  In addition, the Company has
limited business diversity.  The Company is also vulnerable to
economic cyclicality, which should benefit the Company over the
near term as the global economy recovers.

Although the Company has a leading position as a global provider
of pre-shot still and moving visual content, its business
diversity is limited and relies on sales to the cyclical
advertising and publishing industries.  Further, structural shifts
in marketing dollars to online from print media are long-term
factors weighing on Getty Images' average price per image.  Images
for online use require small, lower resolution files, which
command lower prices than images for print media; however, the
volume of online usage exceeds that of print.

The Company has attempted to mitigate some of these market
pressures by exploring alternative licensing models.  These
include value-priced, low-cost licensing and the Company's
expansion beyond stock photography to include editorial
photography (used in news, sports, and entertainment) and the
licensing of music for commercial use.  In 2006, Getty Images
acquired a micropayment stock image Company, iStockphoto Inc.,
which sells user-generated content online at very low prices
($1 to $70 per photograph).  Management has indicated that growth
in iStockphoto continues to be robust.


GILBERT 3600: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gilbert 3600, LLC
        16009 N. 81st Street, #200
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-00872

Chapter 11 Petition Date: January 12, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Paul Sala, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: psala@asbazlaw.com

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

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

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb11-00872.pdf

The petition was signed by Michael Walla, vice president.


GREAT ATLANTIC & PACIFIC: Committee Proposes Info Sharing Protocol
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in The Great
Atlantic & Pacific Tea Company Inc. and its affiliated debtors'
Chapter 11 cases seeks court approval to establish creditor
information protocols to provide access to information for the
Debtors' unsecured creditors.

The Creditors Committee need to balance the need to maintain the
confidentiality of information and to satisfy the unsecured
creditors' need for information regarding the Debtors' Chapter 11
cases, Matthew Barr, Esq., at Milbank Tweed Hadley & McCloy LLP,
in New York -- mbarr@milbank.com -- tells the Court.

Under the creditor information protocols, the Creditors Committee
proposes to create a Web site to make certain information
available to creditors; to make available on the Web site
information about the bankruptcy cases; and to establish an
e-mail address to allow unsecured creditors to send questions and
comments.

Pursuant to the proposed protocols, the Creditors Committee and
its agents or advisors will not be authorized or required to
provide access to confidential information to any entity without
the Debtors' prior written consent or court order.  Meanwhile,
the Debtors will be required to assist the Creditors Committee in
identifying any confidential or privileged information that is
provided to the panel, its agents or professionals.

If a creditor requests for disclosure of specific information,
the Creditors Committee will have at least 20 days after receipt
of the request to respond.  If the request involves the Debtors'
confidential information, the Creditors Committee will provide
the Debtors with a notice of the request and a copy of its
response.

If the response is to deny the information request, the concerned
creditor may, after meeting with an authorized representative of
the Creditors Committee and the Debtors, seek to compel the
disclosure for cause pursuant to a motion before the Court.

In its response to an information request for access to
confidential information, the Creditors Committee will consider
whether the creditor is willing to agree to confidentiality and
trading restrictions approved by the Debtors, and represent that
any information-screening process complies with securities laws.
The Creditors Committee will also consider whether the agreement
and any information-screening process that the creditor
implements will protect the confidentiality of information.

If the Creditors Committee elects to provide access to
confidential information on the basis of confidentiality
restrictions, it will not be responsible for the creditor's
compliance with or liability for violation of securities or other
laws.  The Creditors Committee will not disclose confidential
information to a creditor without the Debtors' written consent,
unless the Court orders otherwise.

With respect to an information request that implicates
confidential information of the Debtors, if the Creditors
Committee agrees that the request should be satisfied or on its
own wishes to disclose the information, then the Creditors
Committee may make a demand by submitting a written request to
the Debtors' counsel, stating that the information will be
disclosed in the manner described in the demand unless the
Debtors have an objection.

The Creditors Committee, the creditor and the Debtors may
schedule a hearing with the Court seeking a ruling with respect
to the demand.  In the event of any objection to the disclosure
of confidential information, no such information will be
disclosed except to the extent provided in an order of the Court
that has become final and non-appealable.

Unless the Court orders otherwise with respect to a demand, the
Creditors Committee will not provide any confidential information
of the Debtors to any third party without the third party
executing a confidentiality agreement that is acceptable in form
and substance to the Debtors and the Creditors Committee,
according to the proposed protocols.

In connection with the establishment of the creditor information
protocols, the Creditors Committee also seeks a court ruling,
effective as of December 21, 2010:

  (i) finding the Creditors Committee and its agents and
      advisors to be in compliance with Section 1102(b)(3) of
      the Bankruptcy Code as a result of the implementation of
      the protocols; and

(ii) confirming that Section 1102(b)(3)(A) does not authorize
      or require the Creditors Committee to provide access to
      confidential or privileged information to any entity
      except as set forth in the proposed protocols.

The Court will hold a hearing on February 1, 2011, to consider
approval of the request.  Deadline for filing objections is
January 25, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Brown Rudnick Represents Noteholders
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Edward Weisfelner, Esq., at Brown Rudnick LLP, in New
York, disclosed that his firm represents an ad hoc consortium of
holders of 11 3/8% senior secured notes issued by the Debtors.
The noteholders are:

  (1) ALJ Capital Management LLC
  (2) AQR Capital Management LLC
  (3) Capital Ventures International
  (4) Catalyst Investment Management Co. LLC
  (5) Citadel Securities LLC
  (6) CNH Partners LLC
  (7) Davidson Kempner Capital Management LLC
  (8) Guggenheim Partners LLC
  (9) HSBC Global Asset Management (USA) Inc.
(10) Pine River Capital Management L.P.
(11) Royal Capital Management LLC
(12) Visium Asset Management LP
(13) Weissman Associates
(14) Whitebox Advisors LLC

As of January 4, 2011, the consortium holds or manages funds and
accounts that hold $113,816,000 or 43.8% of the outstanding
principal amount of the secured notes, according to Mr.
Weisfelner.  He further disclosed that Brown Rudnick does not
hold any claims against or interests in the Debtors.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Aletheia No Longer 5% Owner
-----------------------------------------------------
Aletheia Research & Management, Inc., disclosed in a Schedule 13D
filing with the U.S. Securities and Exchange Commission dated
December 30, 2010, that it has beneficial ownership of less than
5% of the outstanding shares of any class of capital stock of The
Great Atlantic & Pacific Tea Co. Inc.

Aletheia previously disclosed a 10.1% equity stake in A&P.

Aletheia Research is now discontinuing any reporting obligation
under Section 13(d) of the Securities and Exchange Act of 1934.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Subleasing Tenants Facing Problems
------------------------------------------------------------
The Great Atlantic & Pacific Tea Co. Inc.'s bankruptcy filing has
created a problem for businesses that are renting the retail
spaces once occupied by the company's unit, according to a
January 3, 2010 report by Crain's Detroit Business.

A&P filed a motion last month to terminate leases at the 20
locations where the space is leased to a subtenant.  If approved,
businesses and landlords involved would be required to
renegotiate their leases.

When A&P closed its unit, Farmer Jack supermarket chain, in
Michigan three years ago, it had leases in place extending to
2020 in some locations.  It was able to sublease some of the
space to other chains while other leased space has been left
vacant, Crain's Detroit Business reported.

Dave Long, a retail broker in the Southfield office of CB Richard
Ellis who is familiar with the Farmer Jack locations, said
terminating a lease in a case where a sublease is involved is
significant because most subtenants have been paying half the
rent while A&P pays the other half.

"For a grocery store, occupancy costs have to be in line with
revenue for it to be profitable," Crain's Detroit Business quoted
Mr. Long as saying.  "There aren't many stores that can be
profitable with the occupancy costs Farmer Jack was paying."

"One of the reasons they closed is that their occupancy costs
were high in relation to their revenue," Mr. Long said.  He added
that the sublease tenants now will need to renegotiate their
lease with the landlord.

"They're back to square one.  The landlord can try to pass on the
extra costs.  But then the tenant can just leave," Crain's
Detroit Business quoted Mr. Long as saying.

A typical rental rate for the subtenants is $6 per square foot,
compared with the $13 to $14 being paid by A&P.  The difference
works out to $350,000 per year on a 50,000-square-foot store,
according to Mr. Long.

A&P filed for Chapter 11 bankruptcy protection last month,
listing the rent it is paying on vacant stores as one of the
causes for the filing.

Over the summer, A&P sent letters to landlords indicating it no
longer would pay rent on the long-term leases.  As a result, a
series of lawsuits has been filed by retail store owners who have
not been paid.

With the leases facing a court-ordered termination, attorneys for
the landlords said their clients will be devastated by the loss
of the long-term lease income, Crain's Detroit Business reported.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREENBRIER COS: Shares Under Incentive Plan Hiked by 1-Mil.
-----------------------------------------------------------
At the Annual Meeting of Shareholders of The Greenbrier Companies,
Inc. held on January 7, 2011, the Company's shareholders approved
amendments to the Company's 2005 Stock Incentive Plan, as amended,
in the form of a 2010 Amended and Restated Stock Incentive Plan.
The amendments increase the total number of shares of the
Company's Common Stock available for issuance under the Amended
and Restated Plan by 1,000,000 shares, from 1,825,000 to 2,825,000
and change the vesting period for automatic non-employee director
grants from three years to one year.  The Amended and Restated
Plan also incorporates three prior amendments to the plan
previously approved by the Board and shareholders.

On January 7, 2011, the Board of Directors of the Company adopted
amendments to its Code of Business Conduct and Ethics.  The Code
of Ethics was amended to clarify the procedures by which any
officer, director, employee, consultant or agent of the Company or
any subsidiary of the Company may submit a report of any violation
of the Code of Ethics, or of other policies of the Company.  The
amendments to the Code of Ethics also outline the general process
undertaken by the Company upon receipt of a report of a violation
of any policies of the Company.  The Board of Directors also
approved technical amendments to the Code of Ethics.

At the Annual Meeting of Shareholders of the Company held on
January 7, 2011, three proposals were voted upon by the Company's
shareholders:

   (a) A vote was taken at the Annual Meeting for the election of
       four directors of the Company to hold office until the
       Annual Meeting of Shareholders to be held in 2014, or until
       their successors are elected and qualified;

   (b) A vote was taken at the Annual Meeting for the proposal to
       approve an amendment to the Company's 2005 Stock Incentive
       Plan in the form of a 2010 Amended and Restated Stock
       Incentive Plan to increase the number of shares available
       under the plan and to change the vesting schedule for
       restricted stock grants to non-employee directors; and

   (c) A vote was taken at the Annual Meeting on the proposal to
       ratify the appointment of Deloitte & Touche LLP as the
       Company's independent auditors for the year ended
       August 31, 2011, subject to the Audit Committee's right, in
       its discretion, to appoint a different independent auditor
       at any time during the year.

On January 7, 2011, the Board of Directors adopted and approved,
based on the recommendation of each of the Audit Committee and the
Compensation Committee, technical amendments to the Audit
Committee Charter and the Compensation Committee Charter.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company reported a net loss of $2.3 million for the quarter
ended November 30, 2010, compared with a net loss of $3.2 million
during the same period of the prior year.

The Company's balance sheet as of November 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                          *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.


GUITAR CENTER: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 93.30 cents-
on-the-dollar during the week ended Friday, Friday, January 14,
2011, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.89 percentage points from the previous week, The Journal
relates.  The Journal relates.  The Company pays 350 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on October 9, 2014, and carries Moody's Caa1 rating and Standard &
Poor's B1 rating.  The loan is one of the biggest gainers and
losers among 185 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument etailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

Guitar Center carries 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.  In December 2009,
Moody's said, "The Caa1 Corporate Family Rating reflects Guitar
Center's very weak credit metrics, particularly its interest
coverage, as a result of its very high level of debt."


HAWKER BEECHCRAFT: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 89.42 cents-on-
the-dollar during the week ended Friday, Friday, January 14, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.61
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating  The loan is one of the biggest gainers and
losers among 185 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, Kan., is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended September 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended September 30, 2010, the Company
recorded an operating loss of $81.4 million, compared to an
operating loss of $721.1 million during the comparable period in
2009.  The improved operating loss versus the prior period was
primarily due to charges of $581.5 million related to asset
impairments recorded during the three months ended September 27,
2009.

The Company's balance sheet at June 27, 2010, showed
$3.420 billion in total assets, $3.408 billion in total
liabilities, and stockholders' equity of $11.6 million.

Hawker Beechcraft reported a net loss of $56.8 million on
$639.3 million of total sales for the three months ended June 27,
2010, compared with net income of $172.2 million on $816.3 million
of sales for the three months ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HERBST GAMING: S&P Assigns 'B+' on $350MM Senior Secured Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Las Vegas-based Herbst Gaming, LLC.  The rating
outlook is stable.

At the same time, S&P assigned the Company's $350 million senior
secured term loan due 2015 S&P's issue-level rating of 'B+' (one
notch higher than the 'B' corporate credit rating).  S&P also
assigned this debt a recovery rating of '2', indicating S&P's
expectation of very high (70% to 90%) recovery for lenders in the
event of a payment default.

"The 'B' corporate credit rating reflects the Company's high debt
leverage and vulnerable Nevada businesses, which consist of
casinos and route operations," said Standard & Poor's credit
analyst Michael Halchak.

The Nevada businesses hold limited competitive advantages in the
markets in which they operate, and these markets also have minimal
barriers to entry.  These factors are somewhat tempered by the
more stable Midwest casino business, which benefits from more
protected market positions that have enabled the properties to
experience limited revenue volatility during the recent economic
downturn, and an excess cash balance, which provides a cushion in
the intermediate term should operations decline.

S&P's rating incorporates S&P's expectation that both revenue and
EBITDA will decline in the low-single-digit percentage area in
2011 versus 2010.  This decrease is largely attributable to
S&P'santicipation of continued declines in the Nevada casinos and
the route business given ongoing economic weakness in that region.
S&P believe these declines will be largely offset by modest growth
in the Midwest casinos and stability in Herbst's other businesses.
While management has effectively reduced costs and maintained
EBITDA margins during a declining revenue environment, S&P
believes that further meaningful cost cuts are unlikely and future
increases in profitability will be dependent on revenue growth.
?We" do believe, however, that operating leverage exists in the
business, particularly in the route segment, should revenue growth
resume.

Although Standard & Poor's currently forecasts growth in consumer
spending of 3% in 2011, it appears likely that a challenging
operating environment will persist for gaming operators, as S&P's
economists also anticipate that unemployment will remain above 8%
into 2012.  As many of Herbst's business are highly discretionary,
S&P believes a rebound in revenue growth will likely lag during
the overall economic rebound.  Additionally, Herbst faces
geographic concentration, as over 65% of its revenue comes from
Nevada, which was severely affected during the recent recession.

Based on S&P's performance expectations, S&P believes that
operating lease-adjusted leverage and EBITDA coverage of interest
will track in the low-6x and mid to high-1x area, respectively,
over the intermediate term.  Although the credit agreement
mandates a 75% excess cash flow sweep, S&P forecast that free
operating cash flow generation will remain modest; thus, S&P
does not believe that credit measures will meaningfully improve
from current levels.  S&P views Herbst's large, approximately
$100 million cash balance (about 30% of debt outstanding) as a
credit positive that mitigates some of its financial risk.

Herbst operates 12 casinos in northern and southern Nevada, and
three casinos in Missouri and Iowa.  In addition, the route
business involves the operation of slot machines in chain store
and street accounts for approximately 6,100 slot machines
throughout the state of Nevada.  Herbst also operates three gas
stations in Nevada and one in Iowa.


HERCULES OFFSHORE: Bank Debt Trades at 4% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
is a borrower traded in the secondary market at 95.78 cents-on-
the-dollar during the week ended Friday, Friday, January 14, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.24
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
July 11, 2013, and carries Moody's Caa1 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 185 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

About Hercules Offshore

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

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HOMESUITES LLC: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HomeSuites, LLC
        4468 Hummel Drive
        Santa Maria, CA 93455

Bankruptcy Case No.: 11-10163

Chapter 11 Petition Date: January 12, 2011

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Reed H. Olmstead, Esq.
                  HURLBETT & FAUCHER
                  3324 State St Ste O
                  Santa Barbara, CA 93105
                  Tel: (805) 963-9111
                  Fax: (805) 963-2209
                  E-mail: reed@hf-bklaw.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 nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-10163.pdf

The petition was signed by Donald Lynn Simonson, member.


IGOURMET, LLC: Emerges from Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Igourmet.com has emerged from bankruptcy protection after the Hon.
John Thomas of U.S. Bankruptcy Court for the Middle District of
Pennsylvania approved the Company's restructuring plan, according
to thetribunes-time.com

The plan requires the Company to repay about $1.9 million of its
secured obligations.  Unsecured creditors will receive 5 to 10
cents on the dollar depending on the Company's performance over
the next five years, report says.

According to the Troubled Company Reporter on Oct. 23, 2009,
igourmet.com has filed for Chapter 11 bankruptcy protection.  The
Company is an Internet specialty foods retailer that started
its business in 1997 and moved to West Pittston in 2004.

igourmet, LLC, doing business as igourmet.com, filed for Chapter
11 protection on Oct. 5, 2009 (Bankr. M.D. Pa. Case No. 09-07837).
Steven D. Usdin, Esq., at Cohen Seglias Pallas Greenhall & Furman,
in Philadelphia, Pennsylvania, represents the Debtor.
The Debtor estimated assets and debts of $1,000,001 to $10,000,000
in the Chapter 11 petition.


INTERSTATE BAKERIES: $54,778 Paid to SMF Energy Is Preferential
---------------------------------------------------------------
The Trustee of the IBC Creditors Trust seeks to recover $67,965.53
in preferential transfers made to SMF Energy Corp. by Merita
Bakery, an affiliate of Interstate Bakeries Corp.  Following an
order entered on November 11, 2010, in which the Court granted the
Trustee's request for summary judgment on most issues, the only
issues left to be tried were whether SMF Energy could shield
certain of the transfers from avoidance as contemporaneous
exchanges for new value, pursuant to 11 U.S.C. Sec. 547(c)(1), or
as transfers made in the ordinary course of business, pursuant to
Sec. 547(c)(2).

Upon consideration of the evidence adduced at trial and relevant
law, Bankruptcy Judge Jerry W. Venters finds that SMF failed to
establish that any of the transfers could be shielded from
avoidance under Sec. 547(c)(1) or (c)(2).  After giving SMF a new
value credit of $13,187.07, the Trustee is entitled to judgment
against SMF for $54,778.46.

The adversary case is U.S. Bank National Association, in its
capacity as Trustee of the IBC Creditors Trust, v. Spectra
Marketing Systems, Inc.; SMF Energy Corporation, f/k/a or
d/b/a Streicher Mobile Fueling, Inc.; Global Crossing
Telecommunications, Inc. Constantia Colmar, Inc. f/k/a,
a/k/a or d/b/a H & N Packaging Systems, Inc.; City of Alexandria,
Louisiana, Adv. Pro. No. 09-4177 (Bankr. W.D. Mo.).  A copy of
the Court's January 12, 2011 Memorandum Opinion is available
at http://is.gd/Ei61vXfrom Leagle.com.

SMF Energy Corporation f/k/a or d/b/a Streicher Mobile Fueling,
provided vehicle fuel for Merita Bakery, an affiliate of the
Debtor, Interstate Bakeries Corp., from September 27, 2002, until
July 17, 2004.  SMF and Merita Bakery are or were located in
Ft. Lauderdale, Florida.

                  About Interstate Bakeries

Interstate Bakeries Corporation is a wholesale baker and
distributor of fresh-baked bread and sweet goods, under various
national brand names, including Wonder(R), Baker's Inn(R),
Merita(R), Hostess(R) and Drake's(R).

The Company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Interstate Bakeries emerged from Chapter 11 on February 3, 2009.
Upon emergence, the Company moved its headquarters from Kansas
City, Missouri, to Dallas, Texas.  A Creditors Trust was
established under terms of the Debtors' confirmed Chapter 11 Plan.
U.S. Bank National Association was appointed as Trustee.


ISOTONER CORP: S&P Raises Secured First Lien Debt Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cincinnati, Ohio-based totes Isotoner Corp. to 'B' from
'B-'.  The rating outlook is stable.

In addition, S&P raised S&P's issue-level rating on totes
Isotoner's senior secured first lien debt due 2013 to 'B' from
'B-'.  The recovery rating remains '4', indicating S&P's
expectation of average (30% to 50%) recovery for debt holders in
the event of payment default.  S&P also raised the issue-level
rating on the senior secured second lien debt due 2014 to 'CCC+'
from 'CCC'.  The recovery rating remains '6', which indicates
S&P's expectation of negligible (0 to 10%) recovery for debt
holders in the event of payment default.

"The rating upgrade reflects the Company's strengthened credit
measures and adequate liquidity because of profit recovery and
debt reduction over the past year," said Standard & Poor's credit
analyst Jacqueline Hui.  The Company's speculative-grade rating
reflects moderate cash flow generation and S&P's view that the
Company's financial risk profile is highly leveraged and its
business risk profile is vulnerable, supported by the Company's
participation in the mature, fragmented, and highly competitive
accessories segment of the apparel industry.  S&P assigns a high
degree of business risk to the apparel manufacturing industry
(including accessories) because of intense competition, low
barriers to entry, and the commodity nature of certain items, such
as umbrellas and gloves.  Other factors include the very seasonal
and weather-dependent nature of the Company's sales and some
customer concentration.


JACKSON HEWITT: EVP Sanford Promoted to President and CEO
---------------------------------------------------------
Jackson Hewitt Tax Service Inc. announced that Philip H. Sanford,
currently the Company's Executive Vice President of Strategy and
Performance Measurement, has been named President and Chief
Executive Officer, effective immediately.  He is also joining the
Company's Board of Directors.  He succeeds Harry W. Buckley, who
will serve as Special Advisor to the President and remain a member
of the Board.

Margaret Milner Richardson, Non-Executive Chair of the Board of
Jackson Hewitt, said: "Since joining Jackson Hewitt in August
2010, Phil has played an indispensible role in positioning the
Company for the 2011 tax season and demonstrated a keen
understanding of the Company's opportunities, as well as its
challenges.  Following a thorough succession planning process in
which a special committee of the Board considered a number of
strong CEO candidates, we concluded that Phil possesses a range of
financial and operational skills and expertise that will be
invaluable as we move forward."

She continued, "We are deeply grateful to Harry for the leadership
he has provided to Jackson Hewitt at an important time in its
history, creating and executing a strategic plan to generate
improved performance.  When he agreed to come out of retirement to
assume the CEO position in 2009, it was with the understanding
that he would serve no more than a two-year term, help identify
his successor and then lay the groundwork for a smooth transition
of leadership."

"Phil has been an important partner to me in preparing the Company
for the upcoming tax season," said Mr. Buckley.  "As a result of
the progress we have made on our strategic plan, our franchisees
and company-owned offices are incentivized and motivated to
generate higher levels of growth and profitability, and they have
the tools they need to be successful.  I believe the Company is
well positioned for continued progress under Phil's leadership."

"In the few months I have been at Jackson Hewitt, I have been able
to see first-hand the motivation and spirit of the talented
associates and franchisees of Jackson Hewitt, and together, I
believe we can achieve our strategic and operational goals," said
Mr. Sanford.  "We have approximately 6,000 offices across the
nation to serve the American taxpayer with the highest level of
professional service in the industry, and that is exciting."

He continued, "I'd like to thank Harry for his thoughtful
leadership and counsel through my time here and look forward to
continuing to work closely with him in his new role as we build on
the momentum that the people of Jackson Hewitt are generating."

Mr. Sanford, 56, has more than two decades of senior level
management experience.  He has served as President and Chief
Operating Officer of Value Place, LLC, an extended stay hotel
chain; Chairman and Chief Executive Officer of The Krystal
Company, the owner, operator and franchisor of quick-service
restaurants; and Senior Vice President, Finance and Administration
of Coca-Cola Enterprises.  He is the principal of Port Royal
Holdings, LLC, a private equity firm, and is a member of the Board
of Directors of Caribou Coffee, Inc., the second largest
coffeehouse chain in the United States.  He is a 1977 graduate of
Austin Peay State University of Clarksville, TN.

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.


JAMES WHITLEY: Irone Horse Auctions Off Oceanfront Home
-------------------------------------------------------
Iron Horse Auction Co., Inc. of Rockingham, NC, will be selling a
Like-New, 4 Bedroom Oceanfront Home on Bald Head Island, NC.  An
Ocean View Lot will also be sold.  The auction is being conducted
by Order of the United States Bankruptcy Court, Middle District of
North Carolina, Greensboro Division, In the Matter of James
Edwards Whitley, Case No: B-10-10426C-7G.

The home is being sold furnished.  The event is scheduled for
January 29, 2011 at 2:00 p.m. at the home or at the Wingate Inn in
Southport, NC. Thomas M. McInnis, CEO of Iron Horse Auction
states, "This home is super custom in every way.  It features a
fantastic view of the ocean from nearly every room.  It is fully
furnished including, flat screen televisions and high-end
appliances.  This is the best opportunity to purchase an
outstanding Bald Head Island home at Public Auction."


JENNIFER CONVERTIBLES: Posts $3.4MM Net Loss in Fiscal 1st Quarter
------------------------------------------------------------------
Jennifer Convertibles, Inc., filed on January 11, 2011, its
quarterly report on Form 10-Q for the 13 weeks ended November 27,
2010.

The Company reported a net loss of $3.4 million on $18.5 million
of revenue for the 13 weeks ended November 27, 2010, compared with
a net loss of $6.9 million on $17.9 million of revenue for the
thirteen weeks ended November 28, 2009.

At November 27, 2010, the Company's balance sheet showed
$20.6 million in total assets, $52.7 million in total liabilities,
which includes $37.1 million of liabilities subject to compromise,
and a stockholders' deficit of $32.1 million.

On December 21, 2010, the Bankruptcy Court approved the disclosure
statement explaining the Company's plan of reorganization and set
a hearing date of January 25, 2011, for confirmation of the plan
of reorganization.

Under the plan, the Company's principal supplier, which is also
the Company's principal creditor, will (i) own 90.1% of the
Company's new equity securities; (ii) receive a $2,638,000 two-
year secured note at 4% interest per annum; and (iii) receive a
$1,879,000 four-year unsecured note at 6% interest per annum.  The
remaining 9.9% of the new equity securities is to be owned by
other general unsecured creditors.  In addition, the general
unsecured creditors will receive (i) a $1,400,000 one-year secured
note at 3% interest per annum; and (ii) a $950,000 three-year
secured note at 5% interest per annum.  Present equity interests
will be canceled.

On December 21, 2010, the Bankruptcy Court approved a debtor-in-
possession financing agreement with the Company's principal
supplier, whereby the principal supplier will (i) backstop or
guarantee a letter of credit facility in the amount of up to
$3,000,000 to be funded by a bank to or for the benefit of the
Company's credit card processor; and (ii) loan the Company
immediately available cash, which amount could be as much as
$3,500,000.  This financing is necessary to fund day-to-day
business operations through confirmation of a plan of
reorganization, as well as to enable the Company to successfully
exit from Chapter 11.

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

               http://researcharchives.com/t/s?7222

                   About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779).
Michael S. Fox, Esq., at Olshan Grundman Frome Rosenzweig &
Wolosky, LLP, assists the Company in its restructuring effort.  TM
Capital Corp. is the Company's financial advisor.  Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo P.C. is the Company's special
securities counsel.

The Company estimated its assets and debts at $10,000,001 to
$50,000,000 as of the Petition Date.


KINETIC CONCEPTS: S&P Assigns 'BB+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services that it affirmed its 'BB+'
corporate credit rating on San Antonio, Texas-based Kinetic
Concepts Inc.  At the same time, S&P assigned a 'BBB' issue-level
rating and '1' recovery rating to the senior secured credit
facility.  The facility consists of a $650 million revolver due
January 2016 and a $550 million term loan A due Jan 2016.  The
facility also has an accordion feature for up to an additional
$500 million.  The Company's $690 million 3.25% convertible senior
unsecured notes are rated 'BB-', with a recovery rating of '6',
indicating expectations of negligible recovery (0-10%) in the
event of a default.

"The rating on Kinetic Concepts Inc. reflects the Company's well-
entrenched market position and cash flow related to the VAC
device," said Standard & Poor's credit analyst Jesse Juliano.
However, still-significant dependence on this product category is
evidenced by its 70% contribution to total revenues for the first
three quarters of 2010.  Product concentration exposes the Company
to competitive technological developments and potential third-
party pricing pressure.  Modest product diversification was
achieved by the acquisition of LifeCell Corp. in 2008. As a
result, S&P views the Company's business risk profile as fair.
Although S&P expects the Company to be acquisitive, S&P believes
it will be able fund acquisitions with internally generated cash
and quickly repay any modest revolver drawdowns, and continue to
maintain an intermediate financial risk profile.

KCI's fair business risk profile continues to reflect the
Company's reliance on VACs and related products.  Notwithstanding
the revenue contribution from KCI's specialty hospital surfaces
and addition of LifeCell's regenerative therapies in 2008, the VAC
and related products are still extremely important to the Company.
S&P believe the VAC could continue to benefit from its strong
clinical results and improving market awareness.  Also, the
Company is broadening its offering of negative pressure products
to address the healing of closed wounds and home use.  However,
potential threats that could slow the Company's growth are
increased competition, pricing pressures, and key patent
expirations.


KRISPY KREME: Presented at 13th Annual ICR XChange Conference
-------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., presented at the 13th Annual ICR
XChange Conference at the St. Regis in Dana Point, California on
Thursday, January 13, 2011.  A copy of the materials used in
connection with the presentation is available for free at:

                http://ResearchArchives.com/t/s?7213

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                          *     *     *

Krispy Kreme carries a 'B-' corporate credit rating from Standard
& Poor's.  In September 2009, S&P said, "While the sales pressure
will continue, S&P expects the declines to decelerate and
profitability to somewhat stabilize or, at the very least, allow
the company to remain covenant compliant in the current and next
fiscal year."


LANGUAGE LINE: S&P Assigns 'B+' on New First-Lien Facilities
------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the new
$575 million first-lien facilities of Monterey, Calif.-based over-
the-phone interpretation (OPI) Language Line Holdings LLC's
operating subsidiary Language Line LLC.  These facilities
consist of a $50 million revolving credit facility due 2015 and a
$525 million term loan B due 2016.  S&P assigned the new first-
lien facilities an issue-level rating of 'B+' (at the same level
as S&P's 'B+' corporate credit rating on the parent holding
Company).  The recovery rating on this debt is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery for lenders in
the event of a payment default.

In addition, S&P assigned a 'B-' (two notches lower than the 'B+'
corporate credit rating) issue-level rating to the Company's new
$175 million second-lien facility.  The recovery rating on the
facility is '6', indicating S&P's expectation of negligible (0%-
10%) recovery in the event of a payment default.

The Company used the borrowings from the new facilities and cash
on the balance sheet to refinance the existing first-lien credit
facility, redeem preferred stock, and repay a note that matured in
December 2010.

The 'B+' corporate credit rating on Language Line remains
unchanged and reflects S&P's expectation that the Company's
financial policy will remain aggressive and that leverage will
remain high. It also reflects the Company's vulnerability to
clients moving their translation services in-house and continued
pricing pressure in the OPI market.

                           Ratings List

Language Line Holdings LLC
Corporate Credit Rating          B+/Negative/--

New Ratings

Language Line LLC
First-lien facilities
  $50 mil revolving credit facility*
  due 2015                        B+
   Recovery Rating                3
  $525 mil term loan B due 2016*  B+
   Recovery Rating                3
$175 mil second-lien facility*   B-
   Recovery Rating                6
*Tele-Interpreters Acquisition LLC is the co-issuer.


LEHMAN BROTHERS: Hikes Creditors Recovery Estimate to $60.1-Bil.
----------------------------------------------------------------
Lehman Brothers Holdings Inc. increased its estimate of how much
its creditors will recover to $60.1 billion, according to a
January 13, 2011 status report the company filed with the U.S.
Securities and Exchange Commission.  Lehman also said it expects
to file a revised Chapter 11 plan within seven to 10 days.

Lehman increased creditors' expected net recovery by $2.6 billion
from its previous estimate of $57.5 billion.  It said that it
will likely have $322 billion in allowed claims against the
estate, with $272 billion from the company and about $50 billion
from its subsidiaries, The Wall Street Journal reported on Jan.
13.

Bryan Marsal, Lehman's chief executive, said the team of some 250
professionals winding down the company has spent more time and
money trying to sort out its claims than it has in managing its
assets.

Creditors had filed for $1.162 trillion of claims, many of which
were duplicates or errors as recently as April 14, according to
the report.

John Suckow, Lehman's chief operating officer, said the amended
plan involves "many architects" and will reflect a series of
complex compromises among creditors who think the company should
be treated as a single entity and those who think it should be
handled as many different subsidiaries, WSJ reported.

Last month, a group of senior bondholders led by Paulson & Co.
Inc. filed a competing restructuring plan that would provide a
higher recovery for Lehman's creditors while reducing recovery
for creditors of its subsidiaries.  The rival plan calls for
senior bondholders to get more than 24 cents on the dollar.

The group previously faulted Lehman's proposed restructuring
plan, saying it pits creditors of the various estates against
each other and that some creditors would get paid twice.

Under Lehman's plan that was filed early last year, payouts would
range from about 15 cents on the dollar to 44 cents.  Senior
bondholders would get 17.4 cents, some commercial paper holders
would receive 44.2 cents, while Lehman Brothers Special Financing
Inc. would pay 24.1 cents.

"It's clear to us what their view is and in fact we will adopt
elements of their plan into our plan," the Journal quoted Mr.
Suckow as saying.

Mr. Suckow expressed hope that the Official Committee of
Unsecured Creditors would immediately agree to the financial
terms of the deal, and that Lehman will confer with other
constituents after it files the revised plan.

Mr. Suckow further said that Lehman would pursue "aggressive"
dispositions of many of its assets with "major transactions"
especially in real estate over the next six to 12 months, the
Journal reported.

Lehman hopes to give its counterparties a comprehensive review of
how much they should expect to recover by April 30.

Earlier, Mr. Marsal said the company is planning "important" real
estate sales in the first half of this year, according to a
report by Bloomberg News.

"We have some strategic projects involving some very high-
quality assets that we hope to be bringing to an attractive
market," Lehman Chief Executive Bryan Marsal reportedly said in
an e-mail.  He did not identify the buildings being considered
for sale.  "Real estate values continue to strengthen and it
makes much more sense to look at a sale or liquidation of
assets," Mr. Marsal said.

LBHI listed real estate assets of $23 billion the day before it
filed for bankruptcy protection on September 15, 2008.  Nine
months later, its properties had a market value of about $14
billion, Bloomberg News reported.

Mr. Marsal earlier won approval from Lehman creditors to manage
illiquid assets for as long as five years and investing in them,
hoping to recover some of their value if prices rose.

Lehman buildings that have been renovated include the
International Toy Center at 200 Fifth Avenue in Manhattan.
Meanwhile, an office building on East Main Street in Stamford,
Connecticut will be revamped, according to the report.

A full-text copy of the SEC disclosure is available for free at
http://ResearchArchives.com/t/s?7221

                       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 September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed 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.

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.

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Plans Important 2011 Real Estate Sales
-------------------------------------------------------
Lehman Brothers Holdings Inc.'s chief executive said the company
is planning "important" real estate sales in the first half of
this year, according to a report by Bloomberg News.

"We have some strategic projects involving some very high-
quality assets that we hope to be bringing to an attractive
market," Lehman Chief Executive Bryan Marsal reportedly said in
an e-mail to Bloomberg.  He, however, did not identify the
buildings being considered for sale.

"Real estate values continue to strengthen and it makes much more
sense to look at a sale or liquidation of assets," Mr. Marsal
told Bloomberg.

LBHI listed real estate assets of $23 billion the day before it
filed for bankruptcy protection on September 15, 2008.  Nine
months later, its properties had a market value of about $14
billion, Bloomberg News reported.

Mr. Marsal earlier won approval from Lehman creditors to manage
illiquid assets for as long as five years and investing in them,
hoping to recover some of their value if prices rose.

Lehman buildings that have been renovated include the
International Toy Center at 200 Fifth Avenue in Manhattan.
Meanwhile, an office building on East Main Street in Stamford,
Connecticut will be revamped, according to the report.

                       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 September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed 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.

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.

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: BofA Posts $595MM Bond, Withdraws Appeal
---------------------------------------------------------
Bank of America Corp., ordered by a bankruptcy judge to return
deposits seized from Lehman Brothers Holdings Inc., posted a $595
million bond in court in Manhattan after withdrawing an appeal
from the Court's November 2010 order, according to a January 11,
2010 report by Bloomberg News.

The bank was a lender to LBHI in September 2008.  It seized $500
million from LBHI, which the latter deposited into a cash
collateral account weeks before its bankruptcy filing as
additional protection to BofA.  At a hearing in November, Judge
Peck required payment of $501.8 million plus interest from BofA
for violating the so-called automatic stay.

BofA raised an appeal from that order but withdrew the same
appeal after the judge entered a revised order saying the
November proceedings were not yet final.  BofA reserved its right
to appeal any later final judgment.

Under U.S. accounting rules, banks must set aside reserves for a
potential legal loss when the loss becomes probable and the
amount can be "reasonably" estimated.

When asked if BofA had reserved for the Lehman judgment,
spokesman Lawrence Grayson said the FASB standards continue to
apply, Bloomberg News reported.

                       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 September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed 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.

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.

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Creditors Transfer $2BB+ Claims in December
------------------------------------------------------------
More than 300 claims totaling more than US$2 billion and EUR3
million, changed hands in the Debtors' bankruptcy cases in
December 2010.  Among the largest claims traded were:

Transferor           Transferee           Claim No.  Claim Amount
---------            ----------           ---------  ------------
Merrill Lynch Credit Beint LLC               3584    $228,880,046
Products LLC

York Investment      York Multi-Strategy    55540    $113,909,543
Master Fund LP       Master Fund LP

Green Credit         Cooperman Partners LLC 10227    $112,208,575
Investors LP

RBS Securities Inc.  AG Super Fund Int'l.   62783    $100,000,000
                    Partners LP

RBS Securities Inc.  AG Super Fund Int'l.   67200    $100,000,000
                    Partners LP

                    Botticelli LLC         62783     $85,800,000

RBS Securities Inc.  Botticelli LLC         67200     $85,800,000

KAS Bank N.V.        Theodoor Gilissen      48734     $82,684,969
                    Global Custody N.V.

Sparkassen-          Yorvik Partners LLP    60575     $65,199,846
Versicherung Sachsen

Deutsche Bank        York Global Finance    18966     $61,000,000
AG London            BDH LLC

                       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 September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed 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.

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.

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIMITED BRANDS: S&P Raises Corp. Credit Rating to 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Service raised its corporate credit
rating on Columbus, Ohio-based Limited Brands Inc. to 'BB+' from
'BB'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
Company's unsecured debt with subsidiary guarantees to 'BB+' from
'BB' and maintained S&P's '3' recovery rating on that debt.  S&P
also raised the issue-level rating on the Company's unsecured debt
to 'BB+' from 'BB' and revised the recovery rating on that debt to
'3' from '4'.  The '3' recovery rating indicates S&P's expectation
of meaningful (50%-70%) recovery in the event of payment default.

"The upgrade reflects the Company's robust operating performance
over the past year, which has enhanced credit protection measures
and S&P's view that these positive trends are likely to continue
over the near term," said Standard & Poor's credit analyst David
Kuntz.  The revision of the recovery rating on the unsecured debt
reflects the increase in valuation because of the Company's good
performance over the past 12 months.

The ratings on Limited Brands reflect the Company's good
performance over the past year and S&P's expectations of further
growth, albeit at a diminished rate.  The Company's credit
protection profile has demonstrated substantial improvement over
the past year, and S&P anticipate it will achieve incremental
gains over the near term.  Both its Victoria's Secret and Bath &
Body Works divisions are relatively mature, and historically have
provided consistent and solid cash flows.


LOCATION BASED: Receives Funding From Silicon Valley Bank
---------------------------------------------------------
Location Based Technologies, Inc. has entered into a banking
relationship with Silicon Valley Bank.  Initially, Location Based
Technologies has received $1,000,000 through a term loan with the
intent to expand the relationship to include an initial $5,000,000
revolving line of credit to support manufacturing and shipment of
devices.

"We're ready to launch," said CEO Dave Morse.  "This funding marks
a critical inflection point in the life of our company.  We will
finally be able to deliver production ready devices to key
distributors and carriers, which in turn will allow them to place
purchase orders.  We're very close to generating meaningful
revenue."

In the last few months LBAS has raised $2,000,000 in working
capital.  These funds will allow the company to begin their
initial production run of the PocketFinder(R) family of products.
The first devices will be used by distributors prior to placing
purchase orders.

"It's the final hurdle in the company's mission to begin
production and build sales volume.  I look forward to a
breakthrough year for the company," states Gregg Haugen, investor
and Personal Guarantor for the SVB loan.

Brett Maver, a relationship manager at SVB, said that, "The two
way capability of the GPS devices will fundamentally change the
way individual's, businesses and government/municipal agencies
track, monitor, and maintain assets.  We're excited to be
partnering with Location Based Technologies and be able to assist
them in moving from the lab to the marketplace.  Helping
innovative companies succeed is what SVB does best, and we look
forward to working with Dave and his team."

                     About Silicon Valley Bank

SVB Financial Group provides diversified financial services to
emerging, growth and established technology companies and the life
science, venture capital and premium wine markets.  Through its
focus on specialized markets and extensive knowledge of the people
and business issues driving them, SVB Financial Group provides a
level of service and partnership that measurably impacts its
clients' success.

Headquartered in Santa Clara, Calif., the company offers its
clients commercial, investment, merchant and private banking, as
well as value-added services using its knowledge and networks.
Founded in 1983, SVB Financial Group serves clients around the
world through 26 domestic offices, and international subsidiaries
in the U.K., Israel, India and China, and an extensive network of
relationships with venture capitalists in Asia, Australia, Europe,
India, and Israel.

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based' ability to continue as a going concern
following the Company's fiscal 2010 results.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$28,800,000 and a working capital deficit in excess of $5,900,000.

The Company reported a net loss of $9.06 million on $67,090 of net
revenue for fiscal year ended Aug. 31, 2010, compared with a net
loss of $9.74 million on $957,862 of net revenue for fiscal 2009.

The Company's balance sheet at August 31, 2010, showed
$1.36 million in total assets, $5.97 million in total liabilities,
and a stockholders' deficit of $4.61 million.


LPATH INC: Barclays Bank Sells All Remaining Shares
---------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 11, 2011, Barclays PLC and Barclays Bank PLC
disclosed that they do not own any shares of Lpath, Inc.

Since the filing of Amendment No. 3 on January 5, 2011 Barclays
Bank PLC made the following open market sales of the Common Stock:

    Date           Quantity Sold           Price
    ----           -------------           -----
    01/05/2011        10,800               $0.80 / Share
    01/06/2011     2,000,000               $0.70 / Share
    01/07/2011        75,356               $0.80 / Share
    01/10/2011     3,221,144               $0.70 / Share

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

According to the Company's 2009 annual report on Form 10-K, Moss
Adams LLP, in San Diego, Calif., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.

At September 30, 2010, LPath had total assets of $4,915,794, total
liabilities of $5,891,142, and a stockholders' deficit of
$975,348.

LUCILE L HALL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Lucile L. (Hall) Oxford Trust Dated November 19, 1986
        908 Sunset Hills Lane
        402 W. Broadway, Ste 400
        Redlands, CA 92373

Bankruptcy Case No.: 11-11104

Chapter 11 Petition Date: January 12, 2011

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

Debtor's Counsel: Illyssa Fogel, Esq.
                  LAW OFFICE OF ILLYSSA I. FOGEL
                  P.O. Box 437
                  McDermitt, NV 89421
                  Tel: (775) 532-8088
                  E-mail: ifogel@iiflaw.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.

The petition was signed by William L. Exeter, Successor Trustee.


M & Z CARRIAGE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: M & Z Carriage Hills, LLC
        6910 Stirling Road
        Hollywood, FL 33024

Bankruptcy Case No.: 11-10777

Chapter 11 Petition Date: January 12, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Scott Alan Orth, Esq.
                  LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                  3880 Sheridan St.
                  Hollywood, FL 33021
                  Tel: (305) 757-3300
                  Fax: (305) 757-0071
                  E-mail: orthlaw@bellsouth.net

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Branch Banking &          Bank loan              $3,256,812
Trust Co.
c/o Mark R. King, Esq.
601 Brickell Key Drive #500
Miami, FL 33131

The petition was signed by Isaac Betesh, managing member


MAXUM PETROLEUM: Notes Reassessment Cues S&P to Cut Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Greenwich, Conn.-based Maxum petroleum Operating Co. (Maxum) to
'B' from 'B+'.  The outlook is stable.

"The rating action follows our reassessment of the treatment of
the convertible subordinated notes and convertible participating
preferred stock held at the Company's parent, Maxum Petroleum
Inc.," said Standard & Poor's credit analyst Sherwin Bradford.
"Ee" now view the securities as debt and have consolidated the
current amount of about $367 million ($185 million of convertible
notes and $182 million of preferred stock) in total at the
operating Company.  The rating action also reflects S&P's view
that the Company is unlikely to maintain credit measures
supportive of a 'B+' rating in light of an aggressive financial
policy and acquisitive nature.

S&P's treatment of the securities as debt hinges on S&P's
assessment that they are pieces of temporary capital that will
most likely be refinanced in full or in part with debt.  They also
possess other debt-like characteristics such as the fact that the
interest on the convertible notes turn cash-pay after 2014.

The rating on Maxum Petroleum Operating Co. reflects the Company's
thin margins, soft, albeit improving, economic activity levels,
and significant working capital needs.  Standard & Poor's rating
on Maxum also reflects the Company's leading market position and
low maintenance-capital expenditure needs.

The outlook is stable.  S&P could consider lowering the rating if
liquidity declines to less than $65 million or if EBITDA to cash
interest falls below 1.75x, pro forma for any acquisitions.  A
positive rating action is not likely in the near-term given the
Company's aggressively leveraged capital structure well as
management's aggressive financial policy and acquisition strategy.


MGM RESORTS: Ricky Arpin Acquires 700 Restricted Stock Units
------------------------------------------------------------
In a Form 5 filing with the Securities and Exchange Commission on
January 11, 2011, Ricky Edward Arpin, SVP and corporate controller
at MGM Resorts International, disclosed that he acquired 700
shares of common stock of the company on January 8, 2010.  On the
same day, he disposed of 229 shares of common stock at $10.6 per
share.

The 700 Restricted Stock Units were granted to Mr. Arpin under the
MGM Resorts International Amended and Restated 2005 Omnibus
Incentive Plan.  The RSUs will vest in three equal annual
installments on January 8, 2010, January 8, 2011 and January 8,
2012.  Each RSU represents the right to receive, following
vesting, one share of common stock.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

                          *     *     *

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.


MOLECULAR INSIGHT: Pioneer in Discussions on Restructuring Plan
---------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commision on January 11, 2011, Pioneer Floating Rate Trust
disclosed that it is engaged in discussions with certain other
stakeholders of Molecular Insight Pharmaceuticals, Inc. regarding
certain restructuring proposals presented by the Company to its
Stakeholders on June 21, 2010.  The Other Stakeholders are
Quintessence Fund L.P.; QVT Fund LP; Taconic Opportunity Fund LP;
McDonnell Loan Opportunity Fund Ltd.; and Highland Capital
Management, L.P.  Pioneer Floating and one or more of the Other
Stakeholders collectively hold approximately $200 million in
principal amount of the Company's Senior Secured Floating Rate
Bonds due 2012.

Pioneer Floating or any of the Other Stakeholders may engage in
discussions with the Company's Board of Directors, officers,
stockholders or third parties with respect to the Company's
financial condition, the Company Proposals, alternative strategies
to maximize stockholder value, additional or alternate plans or
proposals to refinance or restructure the Company's indebtedness
or methods to improve the Company's governance and may discuss or
take such other actions with respect to the investments in the
Company made by the Reporting Person or the Other Stakeholders as
each such person may determine to be necessary or appropriate.

Pioneer Floating and the Other Stakeholders delivered to the
Company (a) a written response to the Company Proposals on June
27, 2010, and various subsequent amendments, modifications and
revisions of the Written Response thereafter and (b) a modified
written response to the Company Proposals on January 7, 2011.  The
Written Response and the subsequent amendments, modifications and
revisions thereto contemplated, among other things, a deleveraging
of the Company through a debt for equity exchange.  The Modified
Written Response contemplates, among other things, (a) a
deleveraging of the Company through a debt for equity exchange and
(b) a delisting of the Company's Common Stock and a deregistering
of the Company's securities under the Securities and Exchange Act
of 1934.  Pioneer Floating and the Other Stakeholders have
discussed and expect to continue to discuss the Modified Written
Response with the Company.

                      About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
September 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection on
December 9, 2010 (Bankr. D. Mass. Case No. 10-23355).  Alan L.
Braunstein, Esq., at Riemer & Braunstein, LLP, serves as
the Debtor's local Massachusetts counsel.  Kramer Levin Naftalis &
Franklin LLP serves as the Debtor's lead bankruptcy counsel.
Foley & Lardner LLP is the Debtor's bankruptcy counsel.  CRT
Capital Group LLC is the Debtor's financial advisor.  Tatum LLC, a
division of SFN Professional Services LLC, is the Debtor's
financial consultant.  Omni Management Group, LLC, is the claims,
and balloting agent.


NEW BERN: To Pay More Than $27 Million in Debt Under Plan
---------------------------------------------------------
EncToday.com reports that SkySail Condominiums developer, New Bern
Riverfront Development, filed a plan of reorganization that
proposes to pay off more than $27 million in debts.

According to the report, the Company's "sole means" of repaying
its creditors is by selling open condo units, and by recovering
funds through an ongoing lawsuit with the general contractor that
oversaw the downtown waterfront condos' construction.

Under the plan, Wells Fargo Bank is among the first in line to be
repaid, and it claims it is owed about $21 million.  The bank is a
Class 1 - secured creditor, listed in order of repayment only
behind administrative claims from attorneys involved in the
proceedings, and claims for unpaid New Bern and Craven County
property taxes totaling $269,002.

The report says Weaver Cooke Construction LLC, the general
contractor that oversaw SkySail's construction starting in 2006,
will be paid next after Wells Fargo.  Weaver Cooke claimed it is
owed a disputed about $2.4 million for the condos' design and
construction contract.

The Company proposes a Feb. 22, 2011 deadline for creditors to
file written acceptances or rejections of plan, and March 1, 2011,
as plan confirmation hearing.

                      About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
represents the Debtor.  The Company disclosed $31,515,040 in
assets and $25,676,781 in liabilities as of the Chapter 11 filing.


NUVEEN INVESTMENTS: Moody's Gives 'Caa3' Rating to $150MM Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Caa3 rating to
$150 million of notes to be offered by Nuveen Investments, Inc.
The new senior unsecured notes will be issued as an add-on to
Nuveen's $785 million 10.5% senior unsecured notes due 2015 with
the proceeds expected to be used to pay down outstandings under
its revolver and provide additional liquidity.  The outlook on the
rating is positive.

"The additional debt will not have a meaningful impact on Nuveen's
overall credit profile" said Rory Callagy, Vice President "but it
does incrementally bolster liquidity and provide additional
cushion to Nuveen's net first lien leverage covenant.  The new
note issuance combined with the recent completion of the first
lien term loan extension modestly strengthen the company's debt
maturity profile but does not impact ratings, particularly in
light of meaningful leverage reduction and Nuveen's remaining
$1.1 billion of first lien term loans still scheduled to mature in
2014.

Nuveen's Caa1 Corporate Family Rating, with a positive outlook,
reflects the company's improving financial performance against its
high financial leverage relative to other Moody's-rated asset
managers.  The company has achieved modest improvements in
financial performance over the last five quarters ending September
30 due to a combination of strong relative investment performance
across most products and consistent positive net fund flows.  The
positive outlook also incorporates the expected near-term and
longer-term strategic benefits of the FAF Advisors acquisition,
which closed as planned on December 31, 2010.

Nuveen's ratings could be upgraded if the company can sustain
positive financial performance momentum and successfully integrate
the FAF Advisor business including the near-term capture of
expected cost synergies.  Proactive deleveraging would also be a
positive for the company's ratings.

The principal methodology used in this rating was "Moody's Global
Rating Methodology for Asset Management Firms" published October
2007.

The last rating action on Nuveen Investments, Inc. was on July 29,
2010 when Moody's affirmed Nuveen's ratings and the changed the
company's outlook to positive.

Nuveen Investments, Inc., with headquarters in Chicago, Illinois,
is an asset management firm offering a diversified selection of
fund products and services to retail, institutional and high net
worth clients mostly in the U.S.  As of December 31, 2010, the
company managed $170 billion in assets under management.


OGLETHORPE BANK: Closed; Bank of the Ozarks Assumes All Deposits
----------------------------------------------------------------
Oglethorpe Bank of Brunswick, Ga., was closed on January 14, 2011,
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Bank of the Ozarks of Little Rock, Ark., to assume
all of the deposits of Oglethorpe Bank.

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

As of September 30, 2010, Oglethorpe Bank had around $230.6
million in total assets and $212.7 million in total deposits.
Bank of the Ozarks did not pay the FDIC a premium for the deposits
of Oglethorpe Bank.  In addition to assuming all of the deposits
of the failed bank, Bank of the Ozarks agreed to purchase
essentially all of the assets.

The FDIC and Bank of the Ozarks entered into a loss-share
transaction on $173.9 million of Oglethorpe Bank's assets.  Bank
of the Ozarks will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, visit:

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


Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-355-0650.  Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $80.4 million.  Compared to other alternatives, Bank of
the Ozarks' acquisition was the least costly resolution for the
FDIC's DIF.  Oglethorpe Bank is the third FDIC-insured institution
to fail in the nation this year, and the first in Georgia. The
last FDIC-insured institution closed in the state was Chestatee
State Bank, Dawsonville, on December 17, 2010.

                      Bank of Ozarks' Statement

Bank of the Ozarks, Inc. disclosed that its wholly-owned bank
subsidiary, Bank of the Ozarks, has entered into a purchase and
assumption agreement including loss share arrangements with the
Federal Deposit Insurance Corporation to purchase substantially
all of the assets and to assume all of the deposits and certain
other liabilities of Oglethorpe Bank of Brunswick, Georgia.

Former Oglethorpe Bank locations will open at normal banking hours
on Saturday, January 15, 2011 as Bank of the Ozarks locations and
former Oglethorpe Bank customers will be able to conduct banking
business as usual. Bank of the Ozarks will provide banking
services to the holders of more than 10,000 former Oglethorpe Bank
loan and deposit accounts.

"We are proud of our 107-year tradition of strong and prudent
banking practices, and we are ready to deliver the best in
friendly, hometown service supported by state-of-the-art
technology to our new customers," said George Gleason, Bank of the
Ozarks Chairman and Chief Executive Officer.  "Our new customers
can rest assured that their deposits are safe and accessible."

As a result of this agreement, Bank of the Ozarks expands its
banking footprint in Georgia to twelve offices. Bank of the Ozarks
previously acquired five northwest Georgia banking offices in
March 2010, a Savannah, Georgia office in July 2010 and four north
central Georgia banking offices on December 17, 2010.  Oglethorpe
Bank operated two banking offices in southeast Georgia in
Brunswick and on St. Simons Island.

"We are pleased to further expand our presence in Georgia,"
commented Gleason.  "Our hallmark personal service and tradition
of banking excellence will be extended to our new customers on the
Georgia coast."

In this transaction, Bank of the Ozarks assumed approximately $210
million in deposits and acquired approximately $210 million in
assets including approximately $165 million of loans and
approximately $15 million of other real estate owned.  Through the
loss share provisions of the purchase and assumption agreement,
the FDIC will reimburse Bank of the Ozarks for 80% of the losses
it incurs on the disposition of covered loans and foreclosed real
estate.  The net assets were purchased from the FDIC at a discount
of $38 million.  No deposit premium was paid. The valuation and
purchase price of acquired assets and liabilities will be
determined upon completion of appropriate valuation processes.

Bank of the Ozarks, Inc. has a long history of strong earnings,
healthy capital and excellent asset quality; it achieved its ninth
consecutive year of record net income in 2009.  This is the bank's
fifth FDIC-assisted transaction since March 2010 and the
transaction is expected to be accretive to net income, diluted
earnings per common share and book value per common share.

Bank of the Ozarks, Inc. -- http://www.bankozarks.com/
-- is a bank holding company with $3.2 billion in total assets as
of September 30, 2010 and trades on the NASDAQ Global Select
Market under the symbol "OZRK." The Company owns a state-chartered
subsidiary bank that conducts banking operations through 92
offices in Arkansas (66), Georgia (12 including the two just
acquired), Texas (7), Florida (3), North Carolina (2), South
Carolina (1), and Alabama (1).  The Company may be contacted at
(501) 978-2265 or P.O. Box 8811, Little Rock, Arkansas 72231-8811.


ORIENTAL TRADING: Moody's Rates Proposed $200MM Facility at 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Oriental Trading Company and a B2 rating to the company's proposed
$200 million senior secured term loan facility.  Proceeds from the
new facility will be used to repay certain debts currently subject
to reorganization in OTC's Chapter 11 bankruptcy.  The rating
outlook is stable.  The ratings assigned are subject to review of
final documentation and successful emergence by OTC from
bankruptcy.

These ratings were assigned:

-- Corporate Family Rating at B2
-- Probability of Default Rating at B2
-- $200m senior secured term loan due 2016 at B2 (LGD 4, 57%)

"OTC's B2 Corporate Family Rating reflects the company's limited
scale and its persistently negative trends in revenues and
earnings since 2008", stated Scott Tuhy, Senior Analyst at
Moody's.  "The company has seen its revenues decline by more than
25% over the past few years due to a drop in catalog mailings,
rising competition from on-line sources, and the weak consumer
environment.  The ratings take into consideration the company's
well known brand and the breadth of its product offering relative
to competitors", added Tuhy.  The ratings also take into
consideration the OTC's expected moderate financial leverage and
good liquidity upon its emergence from bankruptcy protection.  The
B2 rating assigned to the proposed term loan reflects its first
priority secured interest in substantially all of the company's
assets, and its second lien position against accounts receivables
and inventory.  The company's accounts receivable and inventory
will be pledged on a first-lien basis to the company's $50 million
asset based credit facility.

The stable outlook reflects Moody's expectations the initiatives
the company is undertaking to stabilize its revenues and earnings
will result in greater revenue stability in the near to
intermediate term.

Ratings could be upgraded if the company is able to sustain modest
revenue growth and stable operating profitability, indicating that
its initiatives to recover lost market share are successful.
At the same time the company would need to maintain moderate
financial leverage with debt/EBITDA sustained below 4.5 times and
EBITA/interest expense approaching 2 times.

Ratings could be downgraded if the company continues to experience
negative trends in revenues or operating profitability, or if its
expected good liquidity profile were to erode.  Quantitatively
ratings could be lowered if debt/EBITDA rises above 5 times or
interest coverage approaches 1.5 times.

The last rating action was on August 26, 2010 when the company's
Probability of Default Rating was lowered to D, then subsequently
withdrawn, following the company's bankruptcy filing.

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Omaha, Nebraska Oriental Trading is a catalog
retailer of party goods and novelty items.  Revenues for the LTM
period ending September 30, 2010, were approximately $470 million.


OVERLAND PARK: S&P Corrects Long Term Rating to 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services has corrected to 'BB+' from
'BBB-' its long-term rating on Overland Park Development Corp.,
Kan.'s series 2007B subordinate-lien revenue refunding
bonds. The outlook is stable.


POLYMER GROUP: S&P Puts 'B' Rating on Proposed $530MM Sec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Polymer Group Inc.  At the same time, S&P removed
the ratings from CreditWatch, where they had been placed on
April 13, 2010, with developing implications.  The CreditWatch
implications were revised to negative on Oct. 6, 2010.  The
outlook is stable.

Also, S&P assigned a 'B' issue-level rating and '4' recovery
rating to the proposed $530 million in senior secured notes due
2019.  The '4' recovery rating reflects S&P's expectation for an
average (30%-50%) recovery in the event of a payment default.

The $530 million in senior secured notes and about $290 million in
equity from Blackstone will fund the purchase of outstanding
equity and pay off existing debt of about $351 million with the
remainder applied toward cash on the balance sheet and payment of
transaction fees and expenses.

The Company will also have a new $50 million asset-backed
revolving credit facility, which S&P will not rate.

The ratings on Charlotte, N.C.-based Polymer Group Inc. reflect a
weak business risk profile characterized by good geographic
diversity and respectable positions in niche markets, offset by
variable operating performance, a highly leveraged financial
profile and financial policy concerns.

"Pro forma for the transaction as of Oct. 2, 2010, we expect
leverage to be about 5x and a ratio of funds from operations to
total adjusted debt of approximately 12%," said Standard & Poor's
credit analyst Henry Fukuchi.  "Although we would continue to view
the financial profile as highly leveraged, we expect favorable
operating trends and an improving financial profile will
continue to support a stable outlook.  Based on our scenario
forecasts, we expect leverage to improve gradually to below 5x and
FFO-to-total-adjusted-debt to approach the mid-teens percentage
area in the next few years through anticipated capacity
expansions, rationalization of low margin operations, and
strategic investments the Company has made in growth regions."

The stable outlook reflects Standard & Poor's expectation of a
gradually improving financial profile supported by favorable
operating trends and economic conditions in the next few years.
The stable outlook also reflects Standard & Poor's expectation
that decent cash flow generation should continue to support cash
outlays related to ongoing expansion initiatives and other normal
cash outlays while maintaining adequate liquidity.

"Based on our scenario forecast, we could raise the ratings
modestly if the ratio of adjusted debt to EBITDA approaches 4x or
FFO to total adjusted debt approaches the mid-teens and operating
trends remain stable over time," said Mr. Fukuchi.  "Although we
do not expect to lower the ratings, we could do so if liquidity
declines meaningfully or if free cash flow generation is lower
than projected because of unexpected business challenges."


PRIMEDIA INC: S&P Places 'B' Corporate Rating on CreditWatch
------------------------------------------------------------
Standard & Poor's Rating Services it placed its ratings on
PRIMEDIA Inc., including its 'B' corporate credit rating, on
CreditWatch with developing implications.  Developing implications
indicate that S&P could raise, lower, or affirm the rating.

The CreditWatch placement follows PRIMEDIA's announcement that it
has begun to explore strategic alternatives, including a possible
sale of the Company.

"An upgrade could result from a potential sale to a higher rated
strategic buyer, which could positively impact the Company's
business profile and credit metrics," said Standard & Poor's
credit analyst Michael Altberg, "while conversely, we could lower
the rating if a potential sale is to a financial buyer, or if
other strategic alternatives lead to a meaningful increase in debt
leverage without an offsetting benefit to the Company's business
profile."  S&P could also affirm the existing ratings if S&P
believe that the Company's business and financial risk profile
will remain relatively unchanged.  S&P's review will consider
PRIMEDIA's business profile, ownership structure, capital
structure, liquidity profile, and expected financial policy
following a potential transaction.

PRIMEDIA publishes and distributes advertising-supported print and
online consumer guides for the apartment rental (83.5% of 2010
third-quarter revenue) and new homes sectors (6.0%).  The Company
also has a distribution arm -- Distributech (10.5%) -- which
enters into long-term contracts with retail locations to secure
rack space for the print guides.  For the third quarter of 2010,
revenue decreased 7% while EBITDA (including restructuring costs)
was flat because of a 10% reduction in operating expenses and
significantly lower restructuring costs year over year.  Lease-
adjusted debt to EBITDA (including restructuring charges) improved
to roughly 4.6x for the 12 months ended Sept. 30, 2010, down from
8.2x at year-end 2009, which was hurt by large restructuring costs
in 2009.  S&P expects more difficult cost comparisons in 2011,
which could limit further deleveraging if revenue continues to
decline.

Standard & Poor's expects to resolve the CreditWatch listing after
the Company announces or completes a specific transaction or
otherwise concludes the review of strategic alternatives.  S&P
could revise the CreditWatch implications to positive or negative
as more information related to these alternatives emerges.


QUANTUM CORP: Promotes J. Gacek to COO and L. Breard to CFO
-----------------------------------------------------------
Quantum Corp., the leading global specialist in backup, recovery
and archive, announced the promotions of Jon Gacek to president
and COO and Linda Breard to CFO.  Gacek, previously executive vice
president, CFO and COO, will now oversee the company's product,
engineering, operations, and sales and marketing organizations,
working closely with Chairman and CEO Rick Belluzzo in driving
Quantum's overall strategy and performance.  Breard, formerly
senior vice president of Finance, IT and Facilities, will continue
to lead those functions while assuming all CFO responsibilities.

"Jon has been instrumental in Quantum's transformation over the
past four years, most notably re-aligning our financial model to
generate gross margins above 40 percent and doubling non-GAAP
profits," said Belluzzo.  "Linda has also played a major role in
strengthening our financial foundation, including leading several
initiatives that have greatly reduced overall operational costs
and improved our balance sheet.  I look forward to Jon's and
Linda's continued contributions as we focus on growing the company
through our leadership positions in disk-, tape-, and software-
based data protection and management."

Gacek joined Quantum as executive vice president and CFO in 2006,
upon Quantum's acquisition of Advanced Digital Information Corp.
(ADIC), and took on the additional role of COO in 2009.
Previously, he served as CFO at ADIC from 1999 to 2006 and also
led Operations during his last two years there.  Prior to ADIC,
Gacek was an audit partner at PricewaterhouseCoopers LLP and led
the Technology Practice in the firm's Seattle office.

Breard also joined Quantum from ADIC in 2006, as vice president of
Finance.  In 2009 she was promoted to senior vice president and
assumed responsibility for IT and Facilities in addition to
Finance.  Previously, she served as vice president of Finance and
Accounting at ADIC where she spent eight years in various
leadership roles.  Prior to ADIC, Breard worked in public
accounting for six years.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2010, showed
$459.56 million in total assets, $192.65 million in total current
liabilities, $350.59 million in total long-term liabilities, and a
stockholders' deficit of $83.68 million.


QUIGLEY CO: Judge Approves $4.75 Million Deal Over Asbestos Claims
------------------------------------------------------------------
Bankruptcy Law360 reports that judge approved a $4.75 million
settlement on Thursday between bankrupt Pfizer Inc. subsidiary
Quigley and Arrowood Indemnity Co., ending a coverage dispute over
asbestos liability policies.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


REALOGY CORP: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 95.14 cents-on-the-
dollar during the week ended Friday, Friday, January 14, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.38
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
September 30, 2013, and carries Moody's B1 rating and Standard &
Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 185 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

The Troubled Company Reporter said on January 12, 2011, Standard &
Poor's Ratings Services raised its issue-level ratings on Realogy
Corp.'s 10.5% senior notes due 2014, 11.00%/11.75% senior toggle
notes due 2014, and 12.375% subordinated notes due 2015 to 'C'
from 'D'.  Realogy's senior secured revolver, term loan, and
synthetic LOC facilities remain rated at 'CCC-', and the Company's
senior secured second-lien term loan remains at 'C'.  Recovery
ratings on these debt issues remain unchanged.  All other issue-
level ratings also remain unchanged.  The corporate credit rating
remains at 'CC' and the rating outlook is developing.

The upgrade actions follow the completion of the Company's
exchange offers on January 5, 2011, where approximately $2.75
billion aggregate principal amount out of $3.045 billion in
outstanding principal of existing notes were validly tendered and
not withdrawn.

                        About Realogy Corp.

Realogy Corporation -- http://www.realogy.com/-- a global
provider of real estate and relocation services with a diversified
business model that includes real estate franchising, brokerage,
relocation and title services.  Realogy's world-renowned brands
and business units include Better Homes and Gardens Real Estate,
CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The
Corcoran Group, ERA, Sotheby's International Realty, NRT LLC,
Cartus and Title Resource Group.  Collectively, Realogy's
franchise systems have around 15,000 offices and 270,000 sales
associates doing business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $9.14 billion in total liabilities,
and a stockholders' deficit of $981.0 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


RITE AID: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at
93.68 cents-on-the-dollar during the week ended Friday, Friday,
January 14, 2011, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.68 percentage points from the previous week, The
Journal relates.  The Journal relates.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on May 25, 2014, and carries Moody's B3 rating and
Standard & Poor's B+ rating.  The loan is one of the biggest
gainers and losers among 185 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The Company's balance sheet at November 27, 2010, showed
$7.8 billion in total assets, $9.8 billion in total liabilities,
and a stockholders' deficit of $2.0 billion.


ROTHSTEIN ROSENFELDT: Hedge Funds Appeal Deal With Accountant
-------------------------------------------------------------
Dow Jones' Small Cap reports that hedge funds that have been
accused of pumping millions of dollars into Scott Rothstein's
US$1.2 billion Ponzi scheme are appealing a court order barring
them from preceding a $20 million-plus lawsuit against Rothstein's
accounting firm.

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RSC EQUIPMENT: Moody's Lifts Rating on Unsecured Notes to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service affirmed certain ratings of RSC
Equipment Rental Inc., raised the ratings on the company's
unsecured notes to Caa1 from Caa2 and assigned a Ba2 rating to the
company's new $1.1 billion asset based Revolving Credit Facility.
Moody's assigned a Caa1 to the company's new senior unsecured
notes.  The new bank facility and unsecured notes are co-issued by
RSC Holdings III, LLC and RSC Equipment Rental, Inc.

The company's B3 CFR and PDR reflect its high leverage and
incorporates the expectation for improved operating performance as
a result of increasing demand.  The ratings on the notes reflect
their senior unsecured position in the company's capital structure
and their junior position to its $1.1 billion ABL.  The notes and
ABL proceeds will go towards paying down the company's second lien
term loan and pay for other related fees and expenses.  The notes
have RSC Equipment Rental Inc. as a co borrower while the ABL also
has RSC Equipment Rental of Canada Ltd.  The new ABL will
refinance the company's existing ABL.  The notes will be
guaranteed by certain of the company's domestic subsidiaries, if
any.

RSC's speculative grade liquidity rating, now rated at RSC
Holdings III, LLC, still reflects adequate liquidity with a SGL-3
rating.  Moody's believes that the company will maintain an
adequate liquidity profile over the next twelve months.  Moody's
expects that the company's operating cash flow generation should
be sufficient to fund the majority of its capital expenditures,
the company also has significant availability in its revolver.  As
demand strengthens, Moody's expects the company to be free cash
flow negative as it will need to add to its rental equipment fleet
to meet higher rental demand.  This revolver is expected to be
sufficient to fund any increase in demand that may occur over the
intermediate term.  The stable ratings outlook reflects the
expectation that the while the company's fleet utilization should
improve over the next twelve months, the company remains highly
leveraged.  Even with improving rental demand, the company's
financial metrics are expected to continue to be consistent with
the B3 CFR through 2011.

Actions:

Issuer: RSC Holdings III, LLC

-- Senior Secured $1.1 billion ABL Facility, Assigned a Ba2
    (LGD2; 17%)

-- Senior Unsecured notes, Assigned a Caa1 (LGD5; 78%)

Upgrades:

Issuer: RSC Equipment Rental, Inc.

-- Senior Unsecured $200 million notes due 2019 Upgraded to Caa1
    from Caa2

-- Senior Unsecured $620 million notes due 2014 Upgraded to Caa1
    from Caa2

Affirmations:

-- Senior Secured $400 million notes due 2017, affirmed at B1
    (LGD3; 33%)

Changes:

Issuer: RSC Equipment Rental, Inc.

-- B3 Probability of Default Rating, previously assigned at RSC
    Equipment Rental, Inc.; now assigned at RSC Holdings III, LLC

-- SGL-3 Speculative Grade Liquidity Rating, previously assigned
    at RSC Equipment Rental, Inc.; now assigned at RSC Holdings
    III, LLC

-- B3 Corporate Family Rating, previously assigned at RSC
    Equipment Rental, Inc.; now assigned at RSC Holdings III, LLC

The upgrade in the company's senior unsecured instrument ratings
to Caa1 from Caa2 reflect the anticipated paydown in the company's
second lien notes that were senior to the unsecured instruments.
The company's new ABL rating is one notch higher than the LGD
implied rating as a result of the anticipated recovery in the
event of bankruptcy that flow from its characteristics including
its perfected liens, asset reporting process, and the recovery
track record of ABLs in bankruptcy.

The last rating action was on November 02, 2009 when Moody's
assigned a Caa2 rating to RSC Equipment Rental, Inc's proposed
issuance of $200 million of unsecured debt and affirmed the B3
Corporate Family Rating.  The CFR and PDR have been moved to RSC
Holdings, III.

The Methodology grid based outcome of the Global Equipment and
Automobile Rental Industry indicates a rating of B3, in line with
the assigned rating.

The ratings could be upgraded if the company reduces its debt
leverage to under 5 times, has positive net income on a current
year and on a projected basis and enjoys improved coverage metrics
including fixed charge coverage over 1.5 times as defined in their
bank credit agreement.  Improving credit metrics including higher
asset turnover, improved return on assets, greater sales, and
improved margins would also support positive ratings traction.
The ratings or outlook may decline if debt to EBITDA increases to
over 6 times, or if free cash flow from operations before capital
expenditures turned negative.

The principal methodologies used in this rating were Global
Equipment and Automobile Rental Industry published in December
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

RSC holdings III, is an intermediate holding company that is the
direct parent to RSC Equipment Rental, Inc.  RSC is one of the
largest equipment rental companies in North America operating 457
locations throughout the United States and Canada.  The company
maintains over 900 categories of equipment having an original
equipment cost of $2.4 billion.  Total revenues for the LTM period
ended in September 30, 2010, totaled $1.1 billion


RSC EQUIPMENT: S&P Gives 'BB' on $1.1BB Secured Asset-Backed Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to RSC
Equipment Rental Inc.'s (RSC) proposed $1.1 billion senior secured
asset-backed loan (ABL) credit facility due in 2016.  At the same
time, S&P assigned a 'B-' rating to the Company's proposed
issuance of $450 million senior unsecured notes due 2021.
RSC Holdings III LLC is co-borrower on the notes.  The issue-level
rating on the credit facility (two notches higher than the
corporate credit rating) has a recovery rating of '1', indicating
S&P's expectation for very high (90%-100%) recovery in the event
of a payment default.  The very high recovery prospects on the
$1.1 billion ABL facility stems mainly from the construction
equipment collateral, which, as of Sept. 30, 2010, had a net book
value of $1.5 billion.

The issue-level rating on the proposed senior unsecured notes (two
notches below the corporate credit rating) has a recovery rating
of '6', indicating S&P's expectationfor negligible (0%-10%)
recovery in a payment default.

These notes are being offered under Rule 144A with registration
rights and contain a change-of-control provision. RSC will use the
proceeds from the notes and borrowings on the credit facility to
repay balances outstanding on its second-lien debt and related
fees and expenses.

The ratings on Scottsdale, Ariz.-based RSC reflect S&P's
assessment of its aggressive financial profile, which more than
offsets its position as one of the largest providers of
construction equipment rentals.  Although RSC operates in the
cyclical, highly competitive, and fragmented equipment rental
sector, it has good geographic, product, customer diversity
including stable industrial customers; a well-maintained,
relatively young fleet; and good free cash flow despite the
weakness in its less core construction-related end markets.
Although its credit measures are currently weaker than S&P's
expectations for the rating, S&P anticipates they will improve and
return to within S&P's range of expectations by the end of 2011,
underpinned by an improvement in market conditions.  The Company's
good availability under its revolving credit facility as of
Sept. 30, 2010, and positive free cash flow generation support
S&P's view of adequate liquidity.  With the possibility of an
upturn in demand, S&P believes RSC may increase its capital
spending.  The ability to increase or decrease capital spending to
generate free cash flow is somewhat discretionary and varies
through the cycle, and a change in demand could cause RSC to react
to the market conditions.

                            Ratings List

RSC Equipment Rental Inc.
Corporate Credit Rating                B+/Stable/--

New Ratings
RSC Equipment Rental Inc.
$1.1 bil. ABL revolv cred fac          BB
  Recovery rating                       1
Sr unsecd notes due 2021               B-
  Recovery rating                       6


SBARRO INC: Brokers Expect Closure of Outlets in New York
---------------------------------------------------------
Adrianne Pasquarelli, writing for Crain's New York Business,
reports that, in the wake of the news that Sbarro has hired
restructuring and bankruptcy advisors to help restructure its
balance sheet, brokers say it could be eyeing several Big Apple
outposts for closure.

Sbarro has a half dozen Manhattan locations, seven in Queens and
one in Brooklyn.  According to Crain's, since many of the
Manhattan spots are in up-and-coming neighborhoods, brokers expect
those shops to close first.

"They have some old leases," Crain's quotes Ariel Schuster,
executive vice president at Robert K. Futterman & Associates, as
saying.  "I can't imagine that when they come up for renewal
they'll be able to pay the rent."

According to Crain's, Mr. Schuster pointed to high-profile
locations on West 34th Street, between Fifth and Sixth avenues,
and on Fifth Avenue at 46th Street, two neighborhoods where rents
have risen significantly, partly because of the arrival of hot new
retail tenants like Esprit and Urban Outfitters.

Late 2010, a longtime Sbarro outpost on East 45th Street and
Lexington Avenue closed.

"They're in very good locations in areas that have improved, and
depending on their lease expirations, they could have a problem
renewing," noted Mr. Schuster, according to Crain's.

Crain's says Sbarro declined to comment on possible closures.

                 Restructuring Professionals

According to The Wall Street Journal, Sbarro has hired Kirkland &
Ellis to examine restructuring options including a potential
bankruptcy filing.  Sbarro stated in a regulatory filing that it
has engaged Rothschild Inc. as its financial advisor to explore
strategic alternatives addressing its current capital structure.

                      Forbearance Agreement

As reported by the TCR on January 10, 2011, Sbarro, together with
its parent, Sbarro Holdings, LLC, effective January 3, entered
into a Forbearance Agreement with its lenders under its First Lien
Credit Agreement and Bank of America, N.A., as Administrative
Agent under the First Lien Credit Agreement, anticipating that it
would not be in compliance with one of the financial covenants in
its First Lien Credit Agreement as of January 2, 2011.

On January 3, the Company provided a notice of default to the
First Lien Holders regarding this anticipated failure to meet
a financial covenant in the First Lien Credit Agreement.

Pursuant to the Forbearance Agreement, the First Lien Holders have
agreed to temporarily forbear from exercising certain rights and
remedies under the First Lien Credit Agreement solely by reason of
the First Lien Default or the delivery of the Indenture Notice.
Specifically, until the Forbearance Agreement terminates, the
First Lien Holders have agreed not to terminate the commitments,
accelerate the loans, require cash collateral for the letter of
credit obligations, enforce liens granted under the collateral
documents or exercise any other rights or remedies that may be
available under the loan documents in respect of the First Lien
Default or the delivery of the Indenture Notice.

The Company has acknowledged that as a result of the First Lien
Default (i) the Company's consent right in respect of certain
assignments is no longer in effect, (ii) all outstanding loans
bear interest at the default rate (contract rate + 2%), which will
result in incremental interest of approximately $860,000 for the
first quarter of fiscal year 2011, and (iii) the Company is not
entitled to convert eurodollar loans to, or continue any
eurodollar loans for additional interest periods as, eurodollar
loans having an interest period in excess of one month.  The
Company has also agreed to pay a fee to each lender that consents
to the Forbearance Agreement of 15 basis points on the principal
amount of loans held by such lender under the First Lien Credit
Agreement.  As of January 3, 2011, the Company has paid consenting
lenders a forbearance fee of $246,063 in aggregate.

The Forbearance Agreement terminates on the earliest of (i)
January 31, 2011, (ii) the date on which any event of default
under the First Lien Credit Agreement other than the First Lien
Default shall occur, (iii) the date of any breach by Holdings or
the Company of the Forbearance Agreement, and (iv) the date on
which any holder of the Company's senior notes or any of the
Company's second lien lenders (A) accelerates any of the Company's
obligations under the Indenture or the second lien credit facility
or (B) enforces any rights to collect payment under their
respective agreements with the Company.  Approximately 95% of the
Company's outstanding second lien debt is held by an affiliate of
MidOcean Partners.  MidOcean Partners, through various investment
funds that it manages, is the indirect, majority stockholder of
the Company.

The Company received a "Notice of Default", dated December 28,
2010, from AFII US BD Holdings, L.P., a holder of a majority of
the Company's senior notes, contending that the Company's
incurrence of its second lien credit facility in March 2009
violated certain provisions of the Senior Notes Indenture, dated
as of January 31, 2007, among the Company, the guarantors named
therein and The Bank of New York, as Trustee, pursuant to which
the Company's senior notes were issued in January 2007.  The
Indenture Notice states that it is not a notice of acceleration.
The Company continues to believe that its entry into the second
lien credit facility in March 2009, the proceeds of which were
used to pay down outstanding indebtedness under the First Lien
Credit Agreement, was permitted by the Indenture.

                        About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

The Company's balance sheet at Sept. 30, 2010, showed
$455.55 million in total assets, $29.98 million in total current
liabilities, $7.47 million in deferred rent, $70.64 million in
deferred tax liabilities, $13.26 million in due to former
shareholders and other liabilities, $341.80 million in long-term
debt, and stockholder's equity of $16.17 million.

                          *     *     *

Standard & Poor's Ratings Services in January 2011 lowered its
corporate credit rating on Sbarro to 'CC' from 'CCC-'.  The
outlook is negative.

"The ratings on Sbarro reflect S&P's belief that the company's
current capital structure is unsustainable and that it is unable
to service its existing debt," said Standard & Poor's credit
analyst Mariola Borysiak.  Sbarro has engaged Rothschild Inc. as
its financial advisor to explore strategic alternatives addressing
its current capital structure.


SCHUTT SPORTS: Proofs of Claim Due Feb. 14, 2011
------------------------------------------------
The Honorable Kevin J. Carey directs creditors of SSI Liquidating,
Inc., fka Schutt Sports, Inc., to file their proofs of claim by
Feb. 14, 2011.  Governmental units have until Mar. 14, 2011, to
file their proofs of claim.  The Debtors' Schedules of Assets and
Liabilities, Claim Forms, and other information concerning the
Claim Bar Date are available at http://www.loganandco.com/

                    About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufacture team sporting equipment,
primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists
the Debtor in its restructuring effort.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s chapter 11 estate changed its
name to SSI Liquidating, Inc.


SINCLAIR BROADCAST: Has Interim Deal With Time Warner
-----------------------------------------------------
The Associated Press reports that just hours before a midnight
deadline, Time Warner said Saturday it has reached a deal in
principle with Sinclair Broadcast Group Inc. over the fees it pays
to carry Sinclair broadcast signals, including those from local
affiliates of Fox, ABC and CBS.  The AP says Time Warner said it
expects to complete a final deal within seven days.

The AP notes that without a deal, Time Warner would have had to
drop Sinclair's stations from its channel lineups, though
subscribers might not have noticed the difference.  Time Warner
says it would have replaced signals from Sinclair with feeds from
nearby stations in other cities.

On December 31, 2010, Sinclair entered into a 2-week extension
with Time Warner Cable and Bright House Networks for the carriage
of 33 of its television stations.  The extension expired January
14, 2011.  Absent this extension, the Sinclair television stations
would no longer have been carried on Time Warner Cable's or Bright
House's systems after midnight on December 31, 2010.

On Friday, Sinclair and Time Warner announced a 24-hour extension
to midnight Saturday.

According to the AP, Time Warner declined to comment further on
the negotiations.  Sinclair could not be reached for comment.

              1-Week Extension for Bright House Pact

The AP also relates that Sinclair and regional cable provider
Bright House said Friday they had reached a tentative agreement on
fees, and they extended negotiations until this Friday to work out
details.  Those talks cover stations reaching about 1 million
Bright House customers, including ones in Florida.

             FOX Network Pact Extended Until Dec. 2012

On Jan. 12, Sinclair said the affiliation agreements with the FOX
Network that were due to expire on March 31, 2012, including KFXA-
TV in Cedar Rapids, Iowa which Sinclair operates pursuant to an
Outsourcing Agreement and which had been month-to-month, have been
extended until December 31, 2012.  In addition, the Company
announced that it has entered into an overall programming
licensing agreement with the FOX Network which allows the Company
to enter into retransmission consent agreements with distributors
for the remainder of the term of the affiliation agreement.

The AP notes disputes over broadcast fees have flared increasingly
in recent years as station owners have sought higher fees from
cable TV providers.  Traditionally, broadcasters relied on
advertising to pay their bills.  But with competition for ad
dollars rising, they have sought a second source of revenue.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


SMITHFIELD FOODS: S&P Places 'B-' Rating CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Smithfield, Va.-based Smithfield Foods Inc., including its 'B-'
corporate credit rating, on CreditWatch with positive
implications.  As of Oct. 31, 2010, Smithfield reported debt
outstanding of about $2.8 billion.

"The CreditWatch listing reflects our opinion that the Company's
recently improved operating performance through the first half of
fiscal 2011 (ended Oct. 31, 2010), which included an estimated
$500 million year-over-year increase in adjusted EBITDA, should
continue as higher expected pork prices will likely offset some of
the margin pressure expected from higher feed costs," said
Standard & Poor's credit analyst Chris Johnson.  Moreover, S&P
believes pro forma credit measures have improved and will continue
to improve following the announced tender offer.  S&P estimates
that, following successful completion of the tender, pro forma
adjusted debt to EBITDA will be 3x for the 12 months ended
Oct. 31, 2010, compared with a ratio of about 9x for the fiscal
year ended April 30, 2010.

The ratings on Smithfield reflect its hog production segment's
prior history of weak operating performance, which S&P believes
will continue to improve over the next year; the volatility of
feed costs; the cyclicality of the swine industry; and the
Company's history of very high debt leverage.

The CreditWatch placement means that S&P could affirm or raise
S&P's ratings following the completion of S&P's review.  S&P will
review Smithfield's financial policy and prospects for further
improvement of operating performance and credit measures prior to
resolving the CreditWatch listing.


STILLWATER MINING: Board Changes After Norimet Sold its Shares
--------------------------------------------------------------
Stillwater Mining Company announced that following Norimet's sale
of Stillwater shares, two of the Company's directors, Ajay Paliwal
and Mark V. Sander have decided to step down from the Company's
Board of Directors effective January 7, 2011.  Messrs. Paliwal and
Sander were nominated in 2009 to serve as non-independent
directors of Stillwater under the provisions of a Stockholders
Agreement between the Company and Norimet Limited, Stillwater's
former majority stockholder and a subsidiary of MMC Norilsk Nickel
(Norilsk) of Russia.

In December 2010, Norimet sold its entire interest in Stillwater
to a broad spectrum of independent investors in a highly
successful stock offering valued at nearly $1 billion.  The
transaction brought to an end Norimet's 7 1/2 year majority
ownership position and affiliation with Stillwater.

Commenting on the director departures and Norimet secondary
offering, Stillwater Chairman and Chief Executive Officer, Francis
R. McAllister said, "I join with all members of the Company's
Board in expressing our appreciation for the counsel and advice
Ajay and Mark provided as members of our Board.  In a way the
Norimet offering and departures of Ajay and Mark memorialize the
culmination of a palladium marketing venture begun in 2002/2003
between Norilsk and Stillwater, a venture initiated by Norilsk
which initially served to assure the U.S. auto industry that
Russian and U.S. palladium would be available for their catalytic
converters and which ultimately saw worldwide adoption of
palladium as the primary metal in catalytic converters for all
gasoline engine cars."

Continuing McAllister said, "Ajay and Mark brought to the
Company's Board extensive experience in mining and natural
resources.  Ajay is a chartered accountant based in the United
Kingdom.  He is a founder of Jiva Capital, a firm dedicated to
private equity investment and consulting in the global mining and
metals sector.  Mark holds a PhD in Ore Deposits and Exploration
from Stanford University.  He is co-founder and partner in Plinian
Capital, which specializes in acquiring distressed mining assets
to create value over the commodity cycle.  Mark is also Chief
Operating Officer of Mandalay Resources, a Plinian startup.  We
will miss Ajay and Mark and wish them the best."

McAllister concluded, "Three other directors, Craig L. Fuller,
Steven S. Lucas and Michael Schiavone, initially nominated by
Norimet but elected as independent directors, will continue to
serve on the Company's board."

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Sept 30, 2010, showed
$778.23 million in total assets, $287.90 million in total
liabilities, and stockholders' equity of $490.33 million.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


SUNRISE SENIOR: Completes Purchase & Sale, Enters Joint Venture
---------------------------------------------------------------
Sunrise Senior Living, Inc., announced that on January 10, 2011,
the Company completed the previously announced purchase and sale
agreement with a wholly owned subsidiary of CNL Lifestyle
Properties and an affiliate of Arcapita, which was Sunrise's joint
venture partner in 29 Sunrise-managed communities.  As part of the
transaction, Arcapita sold its 90% ownership interest in the joint
venture for $262 million to a new joint venture between CNL
Lifestyle Properties and Sunrise, where Sunrise contributed its
interest in the previous joint venture for 40% ownership interest
in the new venture.  The portfolio was valued at approximately
$630 million.  Sunrise also announced that, as part of its new
joint venture agreement with CNL Lifestyle Properties, the Company
will have the option to purchase CNL Lifestyle Properties'
interest in the joint venture beginning from the start of year
three to the end of year six.

"This transaction, which includes an option for Sunrise to
purchase the balance of this great portfolio, is a major step
toward our announced goal of maximizing our real estate
ownership," said Mark Ordan, Sunrise's chief executive officer.
"We are very excited to be in a major partnership with CNL
Lifestyle Properties and we are also very pleased by our
continuing relationship with Arcapita in other Sunrise
portfolios."

                       Transaction Benefits

   * High-Quality Portfolio Concentrated in Three Top Metro
     Markets: 63 percent of the 2010 annualized NOI of the
     portfolio comes from 17 communities concentrated in the
     strategic markets of New York, Chicago and Los Angeles.  The
     remaining properties are located in New Jersey (2),
     Washington, DC (2), New England (2), Minneapolis (1), St.
     Louis (1), Detroit (1), Ohio (1), San Francisco (1) and
     Colorado Springs (1).

   * Focused Sunrise Business Model Emphasizes Core Mansion
     Community: Sunrise's business model, which is core mansion
     community-focused, will help drive improved results in this
     portfolio (of which 25 were Sunrise purpose-built).  Together
     with Sunrise's ability to purchase 100 percent ownership,
     this portfolio will give Sunrise the opportunity to increase
     its cash flow over time.

   * Strong Growth Profile: The assets have superior growth
     prospects, which have been represented by solid year-over-
     year growth.  The portfolio exhibited strong NOI growth of
     22.5 percent between 2005 and 2008.  Although portfolio NOI
     declined in 2009, it has rebounded in 2010.  November
     annualized NOI has grown by 3.1 percent over last year.
     Growth in this portfolio accelerated throughout 2010 with
     unit occupancy reaching 89.6 percent for the month of
     November as compared to 85.8 percent in November 2009.
     Additionally, the Venture has committed to spend $11.5
     million of CapEx in order to refresh these communities and
     drive performance in the near term.

   * Sunrise's Ownership Accrues Equity Value and Reduces
     Termination Risk: With 40 percent equity ownership and the
     ability to purchase the balance to achieve 100 percent
     ownership, Sunrise increases its share of valuable real
     estate equity for these assets.  The risk of contract
     terminations is reduced by the favorable performance
     termination language within the management contracts.
     Sunrise has the unlimited ability to cure any performance
     shortfalls in the NOI threshold test starting in 2015.

   * Provides for a Significant Corporate Borrowing Base: Real
     assets provide a highly underwritable collateral base for
     future lending to Sunrise.  Sunrise anticipates being able to
     pledge its equity in these assets, together with equity in
     other assets, to secure corporate-level financing.

Willkie Farr & Gallagher LLP served as legal counsel to Sunrise on
this transaction.  Financing was arranged by Goldman Sachs Lending
Partners LLC.

                     Transaction Description

Key Joint Venture Terms

Portfolio Valuation:                   $630M
Sunrise Equity Value:                  $90M (40%)
CNL Lifestyle Properties Equity Value: $135M (60%)
CNL Lifestyle Properties Partner
Preference on Net Cash Flow:          11.5% annual return on
                                       equity (year 1-3)
                                       11.0 -11.5% annual return
                                       on equity (year 4)
                                       12.0% annual return of
                                       equity (year 5-6)
                                       Pro-rata (year 7+)
SRZ Buyout Option:                     Sunrise can buy out CNL
                                       Lifestyle Properties
                                       interest during years 3
                                       through 6 with preferred
                                       rate of return:
                                         * Start of Year 3 to End
                                           of Year 4: 13% IRR to
                                           CNL Lifestyle
                                           Properties

                                         * Start of Year 5 to End
                                           of Year 6: 14% IRR to
                                           CNL Lifestyle
                                           Properties

Buy/Sell Rights:                           Either party can
                                           initiate traditional
                                           Buy/Sell rights
                                           beginning Year 7

Key Financing Terms

Principal Balance:                        $435M
Loan Duration:                            3 years
Interest Rate:                            6.76%
Guarantees:                               Standard non-recourse
                                          carve-outs only, made by
                                          Sunrise and CNL
                                          Lifestyle Properties

Security:                                 First lien mortgages and
                                          equity pledges on all 29
                                          properties in cross-
                                          collateralized pool

Prepayment Option:                        Available after month 30

Key Management Terms

Management Length:                        30 year term
Management Fee:                           5% of Revenue (year 1-
                                          6); 6% of Revenue +
                                          Incentive Fee (year 7+)
Performance Termination:                  NOI based termination
                                          right begins 2015;
                                          Sunrise has unlimited
                                          cure rights

Property Characteristics

Key Property Characteristics

Number of Properties                      29
Unit Capacity                             2082
Average Age                               9.5 years
SRZ purpose built mansions:               25 out of 29

Key Markets:                              NY, LA, CHI, SF, DC, NJ

Unit Mix Breakout:                        AL (66.9%) / ALZ (23.5%)
                                          /IL (9.6%)

Key Financial Statistics*

Avg Unit Occ%                             87.54%
Total Avg Daily Rate                      $170.37
Total Revenue ('000s)                     $138,897
5% Management Fee ('000s)                 $6,945
NOI w/ 5% MF ('000s)                      $46,255
NOI Margin                                33.3%

* November 2010 YTD Annualized

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

The Company's balance sheet at Sept. 30, 2010, showed $780.83
million in total assets, $693.66 million in total liabilities, and
stockholders' equity of $87.17 million.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


SUSTAINABLE ENVIRONMENTAL: Amends Report on Pro-Water Purchase
--------------------------------------------------------------
Additional information is being provided for Sustainable
Environmental Technologies Corporation's Current Report on Form 8-
K as filed with the Securities and Exchange Commission on July 9,
2010, as amended on November 22, 2010, relating to the company's
acquisition of Pro-Water LLC, a Colorado limited liability company
since re-domiciled to Utah, on July 7, 2010.  This amendment
includes additional information related to our pro-forma financial
statements, a full-text copy of which is available for free at:

                http://ResearchArchives.com/t/s?720e

On July 7, 2010, Sustainable Environmental Technologies
Corporation completed its acquisition of Pro-Water LLC, a Colorado
limited liability company since re-domiciled to Utah.  The Company
reported the acquisition of the Pro-Water under Item 2.01 of Form
8-K filed with the Securities and Exchange Commission on July 9,
2010.  The Company hereby amends such Form 8-K to provide certain
financial statements with respect to Pro-Water and pro forma
condensed combined financial information with respect to the
Company's acquisition of Pro-Water.

Without constituting a determination by the Company as to the
occurrence or non-occurrence of a change in control of the Company
in any other context, the issuance of shares of the Company's
common stock to Mr. Horst Franz Geicke in connection with the
Acquisition, combined with shares he previously owned or was
issued in unrelated transactions, as described in the Company's
original Current Report on Form 8-K, may be deemed to have
resulted in a change in control of the Company.

As of July 12, 2010, Mr. Geicke beneficially owned in the
aggregate 96,448,184 shares of the Company's common stock,
representing 42.23% of its outstanding common stock.

There are no arrangements or understandings among the Company and
Mr. Geicke with respect to the election of directors or other
matters.

                   About Sustainable Environmental

Sustainable Environmental Technologies Corporation (formerly RG
Global Lifestyles, Inc.) is a water and wastewater treatment
engineering and construction company headquartered in Southern
California.  On July 7, 2010, the Company acquired Pro-Water LLC.
Pro-Water owns and operates an injection well disposal refinery in
Duchesne, Utah.  The Company acquired Pro-Water to expand its
water processing services.

The Company's balance sheet at September 30, 2010, showed
$3.09 million in total assets, $5.15 million in total liabilities,
and a stockholders' deficit of $2.06 million.

During the six months ended September 30, 2010, the Company
incurred an operating loss from continuing operations before
income taxes of $332,405.  As of September 30, 2010, the Company
had a working capital deficit of $4.27 million.  The Company
believes these conditions raise substantial doubt about the
Company's ability to continue as a going concern.


TASTY BAKING: Secures $6.5MM Financing & Covenant Waivers
---------------------------------------------------------
Tasty Baking Company on Friday said it reached agreement for new
public and private debt financing comprised of:

     $2,000,000 from the PIDC Local Development Corporation,
     $1,000,000 from the Department of Community and Economic
                Development of Pennsylvania, and
     $3,500,000 from a group of accredited investors.
    -----------
     $6,500,000

Additionally, the Company entered into an amendment to its Credit
Agreement with its bank group led by Citizens Bank pursuant to
which the bank group agreed to defer until June 30, 2011, all
principal payments and credit facility reductions.

The amendment also:

     -- waived certain defaults, changed the maturity date to
        June 30, 2011, amended certain financial covenants and
        established additional covenants, including, among other
        things, imposing until June 30, 2011 minimum cash balances
        and prohibiting the payment of any dividends on the
        Company's common stock.

     -- requires the Company pursue consummating the sale or
        merger of the Company by June 30, 2011.

The lenders for the Company's loans from the PIDC and DCED, along
with the landlords for the Company's leases at the new bakery and
its office headquarters in Philadelphia, have also agreed to defer
until June 30, 2011 certain payments due under their loans and
leases.

                         Potential Buyers

The Philadelphia Inquirer's Linda Loyd and Harold Brubaker report
that potential buyers, according to the speculation by analysts
and former executives, include Bimbo Bakeries USA in Horsham and
Flowers Foods Inc. of Thomasville, Ga., which had an informal
agreement to buy Tasty in the early 2000s, according to two
sources familiar with those talks.  The Inquirer says neither of
those companies has commented on the speculation since Tasty said
that it might have to find a buyer.

In a statement, Charles P. Pizzi, president and chief executive
officer of Tasty Baking Company, said, "We are pleased that we
have secured this new financing and the amendments.  We believe
that the new funds will enable the Company to manage cash flow and
deal with its tight liquidity situation as the Company continues
its evaluation of possible financial and strategic alternatives
which, in addition to a possible sale or merger of the Company,
include the possibility of refinancing the Company's long term
debt or raising additional capital.  As we pursue our options, we
remain focused on operational efficiencies, growing the business
and continuing to produce, distribute and sell Tastykake products
to our customers and consumers."

The Company's statement added that at this time, there can be no
assurance that any of these possible transactions will occur or,
if undertaken, their terms or timing.

The promissory notes issued to accredited investors -- as defined
in Rule 501 under the Securities Act of 1933 -- have not been
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

                              Default

According to The Philadelphia Inquirer, the Company missed a
January 1, 2011 payment on $81.5 million in debt after it realized
that annual cost savings from a new bakery had fallen $3 million
short of expectations.

As reported by the Troubled Company Reporter on January 12, the
Company's bank group led by Citizens Bank agreed to defer until
January 14 all principal payments and credit facility reductions.
In addition, the lenders for the Company's loans from the PIDC
Local Development Corporation and the Machinery and Equipment Loan
Fund of the Department of Community and Economic Development of
Pennsylvania, along with the landlords for the Company's leases at
the new bakery and its office headquarters in Philadelphia, have
also agreed to defer until January 31, 2011 certain payments due
under their loans and leases.

The Company has retained Janney Montgomery Scott LLC as its
financial advisor to assist the Company in its evaluation of
various possible financial and strategic options including
refinancing the Company's long-term debt due in September 2012,
raising additional capital, a potential combination with another
company as part of the consolidation occurring in the baked goods
industry or a potential sale of the Company.

According to the Company's Form 8-K filed with the Securities and
Exchange Commission, the Company on December 31, 2010, entered
into a Waiver Agreement and Sixth Amendment to its Credit
Agreement dated as of September 6, 2007, as amended, with Citizens
Bank of Pennsylvania, as Administrative Agent, Collateral Agent,
Swing Line Lender and Letter of Credit Issuer; and Bank of
America, N.A., Sovereign Bank, and Manufacturers and Traders Trust
Company, each as a Lender.  The Bank Agreement provides for a
five-year, $100.0 million secured credit facility, consisting of a
$55.0 million fixed asset line of credit, a $35.0 million working
capital revolver and a $10.0 million low-interest job bank loan
from Citizens in partnership with the Commonwealth of
Pennsylvania.  The Bank Credit Facility is secured by a blanket
lien on the assets of the Borrowers.  The outstanding principal
amount under the Bank Credit Facility was roughly $81.5 million,
which excludes $10.2 million reserved under letter of credit
arrangements.

The Company has said it is experiencing extremely tight liquidity
due to the lower than expected cost savings as well as due to a
number of other factors, including the impact of the recent
bankruptcy filing by The Great Atlantic & Pacific Tea Company,
Inc., and the sharp rise in commodity costs.

                       About Tasty Baking

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia,
Pennsylvania, is one of the country's leading bakers of snack
cakes, pies, cookies, and donuts with manufacturing facilities in
Philadelphia and Oxford, Pennsylvania.  Tasty Baking Company
offers more than 100 products under the Tastykake brand name.

As of September 25, 2010, the Company had $185,504,000 in total
assets and $169,743,000 in total liabilities.


TIB FINANCIAL: Announces Jan. 18 Extension of Rights Offering
-------------------------------------------------------------
TIB Financial Corp. announced that it is extending its ongoing
subscription rights offering to give participants additional time
to exercise subscription rights in light of the interruptions in
transportation systems during the recent holiday season.
Accordingly, holders of the subscription rights will now have
until 5:00 p.m., New York City time, on January 18, 2011 to
exercise their rights.  The rights offering was originally
scheduled to expire on January 10, 2011.

Under the terms of the rights offering, the Company distributed,
at no charge to holders of its common stock as of 4:01 p.m., New
York City time on July 12, 2010, rights to purchase shares of the
Company's common stock at a subscription price of $15.00 per full
share.

Participants in the Company's Employee Stock Ownership Plan with
401(k) Provisions who wish to exercise rights held within the Plan
will now have until 5:00 p.m., New York City time, on January 12,
2011 to deliver their election forms to Ingham Retirement Group
and exercise those rights.  Participants in the Plan who elect to
exercise their rights during the extended offering period must
ensure that the total amount of the funds required for such
exercise has been allocated to the Fidelity Retirement Money
Market Fund in their Plan account by 4:00 p.m., New York City
time, on January 12, 2011.  With respect to participants in the
Plan who elected on or prior to January 4, 2011 to exercise their
rights, there is no further action necessary to exercise the
rights held in their Plan accounts; funds from their Plan account
will be held separately during the extended offering period until
the expiration of the offering period when rights will be
exercised.  No subscription rights held by the Plan will be
exercised if the per share closing price of the Company's common
stock on January 14, as reported by NASDAQ, is not greater than or
equal to the subscription price of $15.00 per share.

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

The Company's balance sheet as of September 30, 2010, showed
$1,740,891,000 in total assets, $1,563,826,000 in total
liabilities, and $177,065,000 in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of December 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.


TENET HEALTHCARE: CHS Proposes 10 Nominees to Replace Board
-----------------------------------------------------------
Community Health Systems, Inc., on Friday said it has given the
required notice to Tenet Healthcare Corporation that it intends to
nominate a full slate of 10 independent director nominees for
election to Tenet's Board of Directors at its 2011 Annual Meeting.
Tenet has delayed the meeting until November 3, 2011, and its
entire Board is up for reelection.

Wayne T. Smith, chairman, president and chief executive officer of
CHS, said, "By just saying no to our 40 percent premium offer,
installing a poison pill with a 4.9 percent trigger, and delaying
the 2011 Annual Meeting for six months -- instead of entering
good-faith discussions with us -- Tenet's highly paid Board has
clearly demonstrated its entrenchment.  Tenet shareholders deserve
better.  Accordingly, we have [on Fri]day taken the first step in
running a full slate of 10 highly qualified independent directors
to replace the existing Tenet Board.  If elected, these directors
will act in the best interest of Tenet's shareholders and
carefully evaluate the value-creation opportunity represented by
the CHS offer."

On December 9, 2010, CHS made public an offer to acquire Tenet for
$6.00 per share, including $5.00 per share in cash and $1.00 per
share in CHS common stock.  The offer represents a premium of 40
percent over Tenet's unaffected stock price.  The offer was made
in a letter to Tenet's Board of Directors on November 12, 2010,
and rejected by Tenet on December 6, 2010.

                          CHS's Nominees

CHS intends to nominate this slate of 10 highly qualified
independent candidates for election to Tenet's Board of Directors,
along with four alternate candidates:

          (a) Thomas M. Boudreau -- Mr. Boudreau, 59, was most
              recently executive vice president, law and strategy
              of Express Scripts, Inc. and previously served as
              senior vice president and general counsel of Express
              Scripts, where he played a lead role in negotiating
              major acquisitions and developed and implemented
              corporate governance and disclosure policies
              mandated by the Sarbanes-Oxley Act and NASDAQ
              requirements.  Mr. Boudreau holds a B.A. from
              Maryville University, where he serves as chairman of
              the board of trustees, and a J.D. from St. Louis
              University School of Law.

          (b) Duke K. Bristow, Ph.D. -- Dr. Bristow, 53, is an
              expert in corporate governance and corporate
              finance.  He is an economist at the Marshall School
              of Business at the University of Southern California
              and also has an academic appointment at the Henry
              Samueli School of Engineering at the University of
              California, Los Angeles. Prior to his academic
              career, Dr. Bristow spent 10 years at Eli Lilly &
              Company, holding management positions in the
              pharmaceutical, medical device and diagnostic
              divisions and in corporate finance. Dr. Bristow is a
              member of the board of directors of Landec
              Corporation and the National Association of
              Corporate Directors, Southern California Chapter. He
              previously served on the board of Arena
              Pharmaceuticals. He holds a Ph.D. in financial
              economics from UCLA, an MBA from Indiana University
              and a B.S. in chemical engineering from Purdue
              University.

          (c) John E. Hornbeak -- Mr. Hornbeak, 63, is an
              executive in residence in the Department of
              Healthcare Administration at Trinity University. He
              has 40 years of experience as a healthcare
              executive, most recently serving as president and
              chief executive officer of the Methodist Healthcare
              System of San Antonio, and holding previous
              executive appointments at Methodist Hospital, Humana
              Hospital-San Antonio and Humana Hospital-Huntsville.
              He holds a Master's degree in health care
              administration from the University of Alabama in
              Birmingham and a B.A. from Birmingham-Southern
              College.

          (d) Curtis S. Lane -- Mr. Lane, 53, is a veteran M&A
              Healthcare Investment Banker, with a distinguished
              career spanning three decades at Evercore Capital
              Partners, Bear Stearns, and Smith Barney, Harris
              Upham & Co. He is currently Senior Managing Director
              of MTS Health Partners, LP, a merchant bank
              providing advisory and investment services to
              healthcare organizations, and is a member of the
              board and Executive Committee of PENN Medicine, the
              health system and medical school of the University
              of Pennsylvania Mr. Lane presently serves as a
              Director of Alliance Healthcare Services, Novis
              Pharmaceuticals, LLC, Senior Home Care, Inc. and
              Surgical Care Affiliates, LLC. He formerly served on
              the board of IASIS Healthcare Corporation. He holds
              a B.S. in Economics from the University of
              Pennsylvania and an MBA from The Wharton School.

          (e) Douglas E. Linton -- Mr. Linton, 63, has a deep
              background in pharmaceutical and biotech consulting
              and is currently a self-employed consultant through
              DEL International, LLC, a pharmaceutical channel
              management consulting company.  He was previously an
              executive advisor on trade and distribution to the
              Campbell Alliance Group and performed consulting
              work for ValueCentric LLC.  Mr. Linton served on the
              board of Bradley Pharmaceuticals as chairman of the
              nominating and corporate governance committees. He
              holds an MBA from Carnegie-Mellon University and a
              B.A. in economics from the College of Wooster.

          (f) Peter H. Rothschild -- Mr. Rothschild, 55, has been
              involved in both investment and merchant banking for
              approximately 30 years and is currently managing
              member of Daroth Capital LLC.  He was previously a
              managing director at Dresdner Kleinwort Wasserstein
              and its predecessor firm, Wasserstein Perella, head
              of the Natural Resources Group at Bear Stearns, and
              head of the Industrial Group at Drexel Burnham
              Lambert.  He is currently a member of the board of
              Wendy's/Arby's Group, interim chairman of the board
              of Deerfield Capital Corp., and has served on the
              boards of Rexnord Corporation, MAG Aerospace and
              Wendy's International.  Mr. Rothschild graduated
              from Tufts University with a B.S. degree in
              mechanical engineering and holds an MBA from Harvard
              Graduate School of Business Administration.

          (g) John A. Sedor -- Mr. Sedor, 66, is president, chief
              executive officer and a director of CPEX
              Pharmaceuticals, Inc.  Previously, Mr. Sedor held
              executive positions at companies including Bentley
              Pharmaceuticals, the Sandoz division of Novartis AG,
              Rhone-Poulenc Rorer, Revlon Health Care and Parke-
              Davis. Mr. Sedor holds a B.S. in pharmacy and
              chemistry from Duquesne University and has studied
              strategic marketing at Northwestern University's
              Kellogg Graduate School of Management and Harvard
              Business School.

          (h) Steven J. Shulman -- Mr. Shulman, 59, currently
              serves as a senior advisor to Warburg Pincus and is
              an operating partner at Water Street Healthcare
              Partners and Tower Three Partners.  Previously, he
              was chairman and chief executive officer of Magellan
              Health Services.  Prior to that, he was founder and
              chairman and chief executive officer of Internet
              Healthcare Group and chairman, president and chief
              executive officer of Prudential Healthcare, Inc.  In
              addition, Mr. Shulman co-founded Value Health, Inc.
              and has worked at CIGNA HealthPlan and at Kaiser
              Permanente.  Mr. Shulman serves on numerous Boards,
              including CareCentrix, Access MediQuip, Health Plan
              Holdings, HealthMarkets, Digital Insurance and
              Broadlane.  He has a B.A. in economics and a
              Master's in health services administration from SUNY
              at Stony Brook.  He also completed the advanced
              management program at Stanford University Graduate
              School of Business.

          (i) Daniel S. Van Riper -- Mr. Van Riper, 70, has over
              four decades of corporate finance, accounting and
              strategic planning experience and currently serves
              as an independent financial consultant.  He was
              previously senior vice president and chief financial
              officer of Sealed Air Corporation.  Before that, Mr.
              Van Riper, a certified public accountant, was a
              partner at KPMG where he worked with hospitals,
              assisted living centers, pharmaceutical and biotech
              companies, nursing home chain and home health and
              other service provider clients.  He received his
              B.S. degree in accounting with honors and an MBA in
              economics and finance from Rutgers University.  He
              is a member of the board of directors of Hubbell
              Incorporated and 3D Systems Corporation and a former
              director of Millennium Chemicals Inc., New Brunswick
              Scientific Co., Inc., Globecomm Systems Inc. and DOV
              Pharmaceutical, Inc.

          (j) David J. Wenstrup -- Mr. Wenstrup, 46, is currently
              working with the Clinton Climate Initiative advising
              governments on solar energy policy and assisting
              them in developing and financing large solar parks.
              Previously, Mr. Wenstrup was a managing director at
              Warburg Pincus and a consultant with The Boston
              Consulting Group. Mr. Wenstrup is a former member of
              the board of Medical Staffing Network.  He received
              his B.S. degree in electrical engineering from
              Northwestern University in 1987 and his M.S. degree
              in management and electrical engineering from
              Massachusetts Institute of Technology, Sloan School
              of Management.

The alternate candidates will be:

          (a) James O. Egan -- Mr. Egan, 62, is a senior executive
              with broad-based international business experience
              across multiple industries through a combination of
              Board governance, principal investing, active
              ownership of investee companies, and hands-on chief
              financial officer experience.  Mr. Egan currently
              serves as non-executive chair of PHH Corporation.
              Previously, he was managing director, Global Private
              Equity at Investcorp International, Inc., and has
              served on a number of boards, including CSK Auto
              Corporation, Harborside Healthcare Corporation,
              Jostens, Neptune Technology Group, Inc., SI
              Corporation, Stratus Technologies, Werner Holding
              Co. and Independent Wireless One. A former CPA, Mr.
              Egan received a B.S. in accounting from St. John's
              University.

          (b) Jon Rotenstreich -- Mr. Rotenstreich, 67, is the
              managing partner of RF Partners, a financial
              advisory and investment firm, and a founding
              principal of Bayer Properties Inc., a national real
              estate development company.  Mr. Rotenstreich has
              had a diverse 40-year career as a senior executive
              in financial service and insurance industries,
              including senior executive positions at TIG
              Holdings, Inc., Torchmark Corporation, United
              Investors Management Company and IBM Corporation.
              He was previously a general partner and managing
              director of Salomon Brothers.  Mr. Rotenstreich is a
              trustee and member of the executive committee of
              Montefiore Medical Center and a trustee of WNYC
              Foundation.  He is a graduate of the University of
              Alabama.

          (c) Gary M. Stein -- Mr. Stein, 60, has more than 30
              years of experience as a healthcare executive and is
              currently a principal at the Stein Consultancy,
              L.L.C.  He served as president, chief executive
              officer and director of Touro Infirmary Health
              System, chairman of the Metropolitan Hospital
              Council of Greater New Orleans, diplomat with
              American College of Health Care Executives and a
              trustee of the Louisiana Hospital Association.  Mr.
              Stein holds a M.A. in health care administration
              from George Washington University and a B.A. from
              Queens College in economics and sociology.

          (d) Larry D. Yost -- Mr. Yost, 72, served a four-year
              term as chairman of the board and chief executive
              officer of ArvinMeritor, Inc., a $9 billion
              automotive supplier. Prior to its merger with Arvin,
              Inc., Mr. Yost served as chairman and chief
              executive officer of Meritor Automotive Inc.
              Previously, he was president of Rockwell Automotive.
              He currently serves as chairman of the board of
              Kennametal Inc. and Intermec, Inc. and is a former
              director of Milacron Inc. and Actuant Corporation.
              Mr. Yost received a bachelor's degree in industrial
              management from the Milwaukee School of Engineering
              and attended Cleveland State and Case Western
              Reserve universities.

Credit Suisse is acting as financial advisor, Kirkland & Ellis LLP
as legal counsel and D. F. King & Co. as proxy solicitor for CHS.
Wilmer Cutler Pickering Hale and Dorr LLP is providing legal
advice to the nominees.

Located in the Nashville, Tennessee, suburb of Franklin, Community
Health Systems, Inc. (NYSE: CYH) is the largest publicly traded
hospital company in the United States and a leading operator of
general acute care hospitals in non-urban and mid-size markets
throughout the country.  Through its subsidiaries, the Company
currently owns, leases or operates 126 hospitals in 29 states with
an aggregate of approximately 19,400 licensed beds.  Through its
subsidiary Quorum Health Resources, LLC, the Company provides
management and consulting services to roughly 150 independent
non-affiliated general acute care hospitals located throughout the
United States.

                    Tenet Stands By Management

On Friday, Tenet Healthcare issued a statement in response to
Community Health's move to appoint 10 directors.

"We believe that Community Health has nominated its slate of
director candidates only to advance its goal of acquiring Tenet at
an inadequate price.  We are confident that the continued
execution of our strategic plan will deliver significantly more
value to our stockholders than Community Health's inadequate
proposal.

Tenet said that under the Board's leadership, the Company has
delivered strong growth for more than five years, including solid
performance in fiscal year 2010.

"Tenet continues to expect significant growth from a combination
of acute care revenues, our expanding outpatient business,
offering healthcare services to other hospitals, improved cost
efficiencies, expanded margins and strategic investments.  We look
forward to building on our momentum in the year ahead. We firmly
believe that Tenet's stockholders -- not Community Health --
deserve to benefit from this growth."

Tenet's Board and management team will continue to act in the best
interests of all its stockholders, and remain focused on executing
our core business plan and capitalizing on Tenet's leading
position in healthcare services.

Tenet said its Board is comprised of 10 highly qualified
directors, 9 of which are independent, and all of whom are elected
annually.

Barclays Capital is acting as financial advisor to Tenet and
Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP are
acting as Tenet's legal counsel.

                            Poison Pill

As reported by the Troubled Company Reporter on January 11, 2011,
Tenet's Board adopted a stockholder rights plan in the form of a
Section 382 Rights Agreement designed to protect the Company's
ability to utilize its net operating loss carryforwards, which
total approximately $2 billion.  The Section 382 Rights Agreement
-- called a poison pill -- is intended to act as a deterrent to
any person acquiring beneficial ownership of 4.9% or more of the
Company's outstanding common stock.  Stockholders who beneficially
owned 4.9% or more of the Company's outstanding common stock as of
the close of business on January 7, 2011, will not become an
Acquiring Person so long as they do not acquire additional shares
of common stock representing one-quarter of one percent of the
Company's common stock then outstanding while they still
beneficially own 4.9% or more of the Company's outstanding common
stock.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/
-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Sept. 30, 2010, showed
$8.53 billion in total assets, $6.77 billion in total
liabilities, and stockholders' equity of $1.76 million.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its "B2" corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending December 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt
outstanding as of Sept. 30, 2010.


TENET HEALTHCARE: Introduces Business Outlook for 2011
------------------------------------------------------
As previously announced, management of Tenet Healthcare
Corporation hosted a conference call on Tuesday, January 11, 2011,
at 8:30 a.m. Eastern Time to introduce its Outlook for 2011, and
discuss the Company's strategies and current business trends.  A
live webcast of the conference call will be available on the
Company's website at www.tenethealth.com.  A copy of the slide
presentation and script used during the conference call are
available for free at:

               http://ResearchArchives.com/t/s?7211
               http://ResearchArchives.com/t/s?7212

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Sept. 30, 2010, showed $8.53
billion in total assets, $6.77 billion in total liabilities, and
stockholders' equity of $1.76 million.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its "B2" corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending December 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt
outstanding as of Sept. 30, 2010.


THORNBURG MORTGAGE: Creditors Fight Orrick Bid to Move Fee Request
------------------------------------------------------------------
TMST Inc.'s unsecured creditors committee is fighting Orrick
Herrington & Sutcliffe LLP's bid to withdraw its fee application
from the mortgage company's bankruptcy and consolidate it with two
malpractice cases the firm faces from TMST's Chapter 11 and U.S.
trustees, Bankruptcy Law360 reports.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg listed total assets of
$24.4 billion and total debts of $24.7 billion, as of January 31,
2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TRICO MARINE: Judge Won't Allow Buyer to Drop $15M Boat Deal
------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge on Thursday
refused to allow a buyer to walk away from a $14.8 million
agreement to purchase an oil exploration vessel from Trico Marine
Services Inc., finding that the boat was, in fact, not a lemon.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.


TRIUS THERAPEUTICS: John Craig Does Not Own Any Securities
----------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 11, 2011, John Craig Thompson, chief commercial officer at
Trius Therapeutics, disclosed that he does not own any securities
of the company.

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company's balance sheet as of June 30, 2010, showed
$15.6 million in total assets, $22.2 million in total liabilities,
$729,000 in convertible preferred stock, $50.4 million in
redeemable convertible preferred stock, and a stockholders'
deficit of $57.7 million.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
August 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.


US EAGLE: Section 341(a) Meeting Scheduled for Feb. 9
-----------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of U.S. Eagle
Corporation's creditors on February 9, 2011, at 10:00 a.m.  The
meeting will be held at the Office of the US Trustee, Raymond
Boulevard, One Newark Center, Suite 1401, Newark, NJ 07102-5504.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Elizabeth, New Jersey-based U.S. Eagle Corporation filed for
Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. D.
N.J. Case No. 11-10392).  Samuel Jason Teele, Esq., at Lowenstein
Sandler PC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
January 6, 2011.


US ONCOLOGY: S&P to Withdraw Credit Rating When Debt is Repaid
--------------------------------------------------------------
Standard & Poor's will withdraw its corporate credit rating and
issue-level ratings on US Oncology when all of the debt is repaid.
US Oncology Inc. merged with US Oncology Holdings on Dec. 30,
2010.  As a result of the merger, US Oncology Holdings became a
direct wholly owned subsidiary of McKesson Corp. (A-/Stable/A-2),
in accordance with the merger agreement announced Nov. 1, 2010.
At the same time, US Oncology Inc. terminated its 2009 credit
agreement.

Immediately prior to the merger, the Company called its (Holdings)
senior unsecured floating-rate toggle notes due 2012, 9.125%
senior secured notes due 2017, and 10.75% senior subordinated
notes due 2014 for redemption.  S&P expects that the notes will be
paid by McKesson at various dates in January and February 2011
with cash and, if necessary, borrowings from McKesson's bridge
term loan agreement.

Ratings List
US Oncology Inc.

Corporate credit rating         B/Stable/--


VALASSIS COMMS: Moody's Puts 'Ba3' Rating on Proposed $250MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Valassis
Communications, Inc.'s proposed $260 million senior unsecured
notes due 2019.  Valassis intends to utilize the proceeds to
redeem the remaining $242.2 million of outstanding 8.25% senior
unsecured notes due 2015 and pay related fees and expenses.
Valassis' Ba2 Corporate Family Rating and stable rating outlook
are not affected.

Assignments:

Issuer: Valassis Communications, Inc.

-- Senior Unsecured Regular Bond/Debenture due 2019, Assigned a
    Ba3, LGD5 - 80%

The offering favorably extends the company's maturity profile and
is expected to lower cash interest expense modestly.  Because the
company is roughly at its 3.0x net debt-to-EBITDA leverage target,
Moody's expects Valassis will utilize its free cash flow for
acquisitions and shareholder distributions without materially
increasing debt.  The proposed increase in debt and unsecured
bonds is relatively modest in relation to the $708 million of
outstanding debt.  Accordingly, the offering does not affect the
CFR or the instrument ratings.  The rating on the existing 2015
notes will be withdrawn when the notes are redeemed.

The proposed notes are guaranteed on a senior unsecured basis by
the company's material domestic subsidiaries and will be
effectively subordinated to the approximate $466 million of
secured debt.  The covenant package provides more flexibility for
shareholder distributions, acquisitions and debt issuance.
Moody's estimates Valassis could incur in excess of $1.8 billion
of debt under the proposed 2.0x fixed charge incurrence test.
This is considerably more than approximate $870 million of debt
that could be issued under the existing 5.0x debt-to-cash flow
incurrence test, although debt issuance is also constrained by the
credit facility financial maintenance covenants.

Moody's believes the company has an incentive to maintain a
conservative leverage profile as unlimited restricted payments are
permitted if the pro forma net debt-to-cash flow ratio is below
3.0x. Otherwise, the variable restricted payments basket is
applicable and it is more limiting than the existing EBITDA less
1.4x interest expense RP basket.  Moody's estimates the
approximate $100 million variable restricted payments basket that
would have accrued from 2007 through 2010's third quarter under
the proposed indenture would be significantly lower than the
approximate $500 million basket accrued under the existing
indenture.  The permitted investment basket is also slightly
larger than the existing $75 million basket.

Valassis' Ba2 Corporate Family Rating reflects the cash flow
generated from good market positions in a broad array of largely
print-based marketing services, and its moderate 2.7x debt-to-
EBITDA leverage.  Valassis has considerable scale and reach in its
business lines and good customer diversity.  The company
nevertheless faces challenges from pricing pressure on
print-based media and long-term shifts of marketing services to
digital/electronic channels.  Client spending is cyclical, but
Moody's believes the consumer value-oriented nature of the product
offerings perform better than the overall advertising marketing
during advertising downturns due to shifts in client marketing
budgets.

Valassis has a good liquidity position, although the March 2012
expiration of the $50 million revolver is a weakness.  However,
the company has approximately $208 million of cash and free
cash flow is projected to meaningfully exceed the approximate
$7 million of required annual term loan amortization.  Moody's
also anticipates in the rating that the company will be able to
obtain a new revolver at reasonable terms.

The stable rating outlook reflects Moody's expectation that
Valassis will maintain a good liquidity position, generate modest
EBITDA growth, utilize the bulk of its free cash flow for
acquisitions and share repurchases, and keep debt-to-EBITDA
leverage in a 3x range or lower over the next 12-18 months.

The rating could be downgraded if acquisitions, shareholder
distributions or a sustained drop in earnings would be expected to
maintain debt-to-EBITDA leverage above a mid 3x range or free cash
flow-to-debt below 10%.  A deterioration in liquidity including
expected difficulty in meeting its remaining 2014 debt maturities
could also lead to a downgrade.

An upgrade is unlikely at this time given the potential for event
risks if demand for the company's print-based marketing products
begins to erode, but material debt reduction and a sustained
improvement in earnings and cash flow that leads to debt-to-EBITDA
maintained consistently below 2.25x and free cash flow-to-debt
above 15% could result in an upgrade.

Moody's last rating action on Valassis was on June 11, 2010, when
the company's CFR and Probability of Default Rating were upgraded
to Ba2 from Ba3 and the senior unsecured notes were upgraded to
Ba3 from B1.

The principal methodology used in this rating was Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Valassis' ratings were assigned by evaluating factors we believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance
of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Valassis' core industry and Valassis' ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Valassis, headquartered in Livonia, MI, offers a wide range of
promotional and advertising products including shared mail, free-
standing inserts (16%), neighborhood targeting (20%), sampling,
coupon clearing and consulting and analytic services. Revenue for
the LTM ended September 30, 2010, was approximately $2.3 billion.


VALASSIS COMMS: S&P Rates New $260 Million Senior Notes at 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Livonia, Mich.-based Valassis Communications Inc. to positive from
stable.  Existing ratings on the Company, including the 'BB-'
corporate credit rating, were affirmed.

In addition, S&P rated the Company's new $260 million senior notes
due 2019 'BB-' (at the same level as the 'BB-' corporate credit
rating) with a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for noteholders in
the event of a payment default.

"The positive outlook revision reflects our expectations that debt
leverage at Valassis will continue to decline over the
intermediate term and that the Company will continue to generate
meaningful positive discretionary cash flow," explained Standard &
Poor's credit analyst Chris Valentine.

Under S&P's base case scenario for 2011, S&P believes lease-
adjusted debt leverage could subside to the low-2x area as a
result of low-single-digit percentage revenue growth and continued
debt repayment.  Upgrade potential will rely on the Company
pursuing share repurchases and acquisitions in a measured fashion.

The 'BB-' rating incorporates S&P's expectation of flat to modest
top-line growth and leverage remaining slightly below 2.5x in
2011.  S&P assesses Valassis' business risk profile as weak, based
on a high level of volatility in shared mail profitability,
competitive pressures in the freestanding insert (FSI) and shared
mail markets, a low EBITDA margin, and a narrow business focus.
S&P view the Company's financial risk as significant, based on
historical volatility in leverage levels and discretionary cash
flow generation.  These negative factors are only partially offset
by management's solid track record of debt repayment, recovering
operating trends, and strong liquidity.


WASHINGTON MUTUAL: Trust Preferred's Fraud Claims Fail
------------------------------------------------------
Even assuming that investors in trust preferred securities issued
by securitization trusts established by a Chapter 11 debtor's
wholly owned bank had fraud claims against the debtor for its
nondisclosures in connection with issuance of the securities,
WestLaw reports, any such fraud claims were subject to mandatory
subordination, as claims for damages arising from the purchase or
sale of a security of the debtor or an affiliate of the debtor.  A
bankruptcy judge also found insufficient evidence of any
fraudulent nondisclosure or of investors' reliance thereon.  In re
Washington Mutual, Inc., --- B.R. ----, 2011 WL 81472 (Bankr. D.
Del.) (Walrath, J.).

A copy of the Honorable Mary F. Walrath's Opinion dated Jan. 7,
2011, in Washington Mutual, Inc., et al. v. Black Horse Capital
LP, et al., Adv. Pro. No. 10-51387 (Bankr. D. Del.) is available
at http://is.gd/LnkbS0from Leagle.com.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


W.R. GRACE: Wins Approval of Massachusetts Tax Claims Settlement
----------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates received authority from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to enter into a settlement agreement
resolving claims filed by the Commissioner of Revenue of the
Commonwealth of Massachusetts.

The Commissioner filed 36 claims for prepetition corporate taxes,
associated penalties and prepetition interest aggregating more
than $111 million.  The Debtors and the Commissioner have already
resolved 26 of the Claims.  Ten claims aggregating more than $35
million remain unresolved.

The Settlement Agreement allows the Commissioner a $15,001,905
allowed priority tax claim comprising of a $9,632,566 settled tax
amount and a $5,369,339 prepetition interest.  The amount will be
paid to the Commonwealth prior to January 31, 2011, in exchange
for the Commissioner agreeing to a postpetition interest amount of
$0.

The Debtors estimate that paying the Allowed Massachusetts
Priority Tax Claim Amount immediately instead of paying it on or
after the effective date of the Debtors' Plan of Reorganization
will save their estates more than approximately $7 million in
postpetition interest and the additional postpetition interest
that would otherwise accrue between year's end and the date on
which the Allowed Massachusetts Priority Tax Claim Amount is
ultimately paid.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes Baer Higgins as Co-Counsel
-----------------------------------------------
W.R. Grace & Co. and its affilaites seek the Court's authority to
employ Baer Higgins Fruchtman LLC as their bankruptcy co-counsel,
nunc pro tunc to January 1, 2011.

BHF is a continuation of, and successor to, The Law Offices of
Janet S. Baer, P.C.  Janet S. Baer and Roger J. Higgins will
continue to lead BHF's representation of the Debtors, just as they
did with JSBPC.  Recently, Ms. Baer and Mr. Higgins were joined by
Rebecca O. Fruchtman, and BHF was formed.

The Debtors seek the employment of BHF as co-counsel to advise and
represent them in connection with the prosecution of their Chapter
11 cases due to both Ms. Baer's and Mr. Higgin's vast experience
in advising companies in matters related to Chapter 11 and their
particular knowledge of the Debtors' businesses and operations as
a result of having provided services to the Debtors since Petition
Date.

Specifically, as co-counsel, BHF will:

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

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

  (c) attend meetings and negotiate with representatives of the
      creditors and other parties-in-interest;

  (d) prosecute actions on the Debtors' behalf, defend actions
      commenced against the Debtors and represent the Debtors'
      interests in negotiations concerning litigation in which
      the Debtors are involved, including objections to claims
      filed against the Debtors' estates;

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

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

  (g) appear before the Court and any other courts, including
      appellate courts, to represent the interests of the
      Debtors' estates;

  (h) assist the Debtors in confirming a Chapter 11 plan and all
      documents related thereto; and

  (i) perform all other necessary or appropriate legal services
      for the Debtors in connection with the prosecution of the
      Chapter 11 cases, including (i) analyzing the Debtors'
      leases and contracts upon the assumption and assignment or
      rejection of the leases and contracts, (ii) analyzing the
      validity of liens against the Debtors, and (iii) advising
      the Debtors on transactional and litigation matters.

The Debtors' cases will primarily be handled by Ms. Baer and Mr.
Higgins.  Ms. Baer's current standard hourly rate is $625 and Mr.
Higgin's current standard hourly rate is $475.  BHF will also be
reimbursed for any necessary out-of-pocket expenses.

Janet S. Baer, Esq., a partner at Baer Higgins Fruchtman LLC,
assures the Court that her firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
and does not represent any interest adverse to the Debtors or

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Garlock Sealing Wants Access to Rule 2019 Statements
----------------------------------------------------------------
Garlock Sealing Technologies LLC seeks access to statements filed
under Rule 2019 of the Federal Rules of Bankruptcy Procedure by
law firms representing asbestos personal injury claims in 12
Chapter 11 cases, including the Chapter 11 case of W.R. Grace &
Co. and its debtor affiliates.

In a separate filing, Garlock sought and obtained the Court's
approval of its request to limit the notice of the Motion for
Access.  Given the size and complexity of the Debtors' bankruptcy
cases, the number of parties involved, and the length of time the
cases have been pending, the service lists for the cases have
grown to be massive, Gregory Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell LP, in Wilmington, Delaware, told the Court.
Thus, Garlock said it believes it would be unnecessary and unduly
burdensome to require it to serve all parties who have requested
notice in the Debtors' Cases.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XTREME MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Xtreme Medical, Inc.
        5580 Imperial Hwy
        South Gate, CA 90280

Bankruptcy Case No.: 11-11594

Chapter 11 Petition Date: January 12, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: M Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@polarisnet.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11594.pdf

The petition was signed by Bart Salgado, president.


ZABEEL INVESTMENTS: Seeks to Restructure $1.6-Bil. Debt
-------------------------------------------------------
The Associated Press says Zabeel Investments, an investment
company controlled by Dubai's crown prince, is reportedly in talks
with lenders to rework terms on about $1.6 billion in debt.

According to The Associated Press, Abu Dhabi government-owned
newspaper The National reported on Zabeel Investments' talks in
its Wednesday edition, citing unnamed financial sources in Dubai.

The AP relates that, according to The National, Zabeel has missed
some loan repayments, and is considering seeking new terms on its
debts as well as outside cash injections and possible asset sales.

The AP says Zabeel officials couldn't be reached. Dubai's
government media office was unable to immediately comment.

The AP relates difficulties at Zabeel could compound Dubai's
fiscal challenges as it works to sort out billions of dollars in
state-linked debt.


* Cadwalader Earns Spot in Law360's Bankruptcy Group Of The Year
----------------------------------------------------------------
Cadwalader Wickersham & Taft LLP's restructuring group worked in
2010 to steer the U.S. government's ongoing reorganization of
General Motors and Chrysler and oversee the $23 billion
restructuring of LyondellBasell Industries NV, earning the firm a
spot among Law360's Bankruptcy Groups of 2010.


* Home Foreclosures in 2010 Top 1 Million for First Time
--------------------------------------------------------
American Bankruptcy Institute reports that banks seized more than
a million U.S. homes in one year for the first time last year,
despite a slowdown in the last few months as questions around
foreclosure processing arose.


* BOND PRICING -- For the Week From Jan. 10 - 14, 2010
------------------------------------------------------

  Company                Coupon      Maturity    Bid Price
  -------                ------      --------    ---------
155 E TROPICANA            8.750%     4/1/2012        4.659
ABITIBI-CONS FIN           7.875%     8/1/2009       15.125
ADVANTA CAP TR             8.990%   12/17/2026       13.500
AMBAC INC                  5.950%    12/5/2035       14.000
AMBAC INC                  6.150%     2/7/2087        0.850
AMBAC INC                  7.500%     5/1/2023       12.100
AMBAC INC                  9.500%    2/15/2021       12.000
AMBASSADORS INTL           3.750%    4/15/2027       38.800
BANK NEW ENGLAND           8.750%     4/1/1999       12.000
BANK NEW ENGLAND           9.875%    9/15/1999        9.000
BANKUNITED FINL            6.370%    5/17/2012        7.750
BLOCKBUSTER INC            9.000%     9/1/2012        1.750
BOWATER INC                6.500%    6/15/2013       31.000
CAPMARK FINL GRP           5.875%    5/10/2012       42.000
CDE-CALL01/11              1.250%    1/15/2024       97.500
COLONIAL BANK              6.375%    12/1/2015        0.200
CS FINANCING CO           10.000%    3/15/2012        3.000
DUNE ENERGY INC           10.500%     6/1/2012       74.750
EDDIE BAUER HLDG           5.250%     4/1/2014        5.000
EVERGREEN SOLAR            4.000%    7/15/2013       31.250
EVERGREEN SOLAR           13.000%    4/15/2015       64.348
FAIRPOINT COMMUN          13.125%     4/1/2018       10.375
FAIRPOINT COMMUN          13.125%     4/2/2018       10.375
FHLMC-CALL01/11            3.750%    1/15/2019       98.300
FORTUNE BRANDS             5.125%    1/15/2011      100.006
FRIEDE GOLDMAN             4.500%    9/15/2004        0.950
GENERAL MOTORS             7.125%    7/15/2013       34.750
GENERAL MOTORS             9.450%    11/1/2011       33.000
GREAT ATLA & PAC           5.125%    6/15/2011       33.500
GREAT ATLA & PAC           6.750%   12/15/2012       34.000
GREAT ATLANTIC             9.125%   12/15/2011       26.000
LEHMAN BROS HLDG           1.500%    3/23/2012       22.875
LEHMAN BROS HLDG           1.985%    6/29/2012       10.000
LEHMAN BROS HLDG           4.500%     8/3/2011       21.125
LEHMAN BROS HLDG           4.700%     3/6/2013       21.750
LEHMAN BROS HLDG           4.800%    2/27/2013       22.500
LEHMAN BROS HLDG           4.800%    3/13/2014       23.250
LEHMAN BROS HLDG           5.000%    1/22/2013       19.704
LEHMAN BROS HLDG           5.000%    2/11/2013       22.500
LEHMAN BROS HLDG           5.000%    3/27/2013       22.750
LEHMAN BROS HLDG           5.000%     8/3/2014       21.250
LEHMAN BROS HLDG           5.000%     8/5/2015       20.400
LEHMAN BROS HLDG           5.100%    1/28/2013       23.652
LEHMAN BROS HLDG           5.150%     2/4/2015       20.500
LEHMAN BROS HLDG           5.250%     2/6/2012       22.650
LEHMAN BROS HLDG           5.250%    2/11/2015       21.807
LEHMAN BROS HLDG           5.500%     4/4/2016       22.500
LEHMAN BROS HLDG           5.625%    1/24/2013       24.750
LEHMAN BROS HLDG           5.700%    1/28/2018       20.500
LEHMAN BROS HLDG           5.750%    7/18/2011       23.290
LEHMAN BROS HLDG           5.750%    5/17/2013       23.000
LEHMAN BROS HLDG           5.750%     1/3/2017        0.500
LEHMAN BROS HLDG           6.000%    7/19/2012       23.750
LEHMAN BROS HLDG           6.000%    6/26/2015       21.000
LEHMAN BROS HLDG           6.000%   12/18/2015       22.500
LEHMAN BROS HLDG           6.000%    2/12/2018       21.750
LEHMAN BROS HLDG           6.200%    9/26/2014       22.300
LEHMAN BROS HLDG           6.625%    1/18/2012       21.750
LEHMAN BROS HLDG           7.250%    4/29/2038       16.700
LEHMAN BROS HLDG           8.000%     3/5/2022       21.750
LEHMAN BROS HLDG           8.050%    1/15/2019       21.750
LEHMAN BROS HLDG           8.500%     8/1/2015       21.750
LEHMAN BROS HLDG           8.500%    6/15/2022       18.250
LEHMAN BROS HLDG           8.800%     3/1/2015       20.400
LEHMAN BROS HLDG           9.000%     3/7/2023       21.750
LEHMAN BROS HLDG           9.500%   12/28/2022       21.750
LEHMAN BROS HLDG           9.500%    1/30/2023       21.750
LEHMAN BROS HLDG           9.500%    2/27/2023       20.000
LEHMAN BROS HLDG          10.000%    3/13/2023       21.425
LEHMAN BROS HLDG          10.375%    5/24/2024       21.000
LEHMAN BROS HLDG          11.000%    6/22/2022       21.750
LEHMAN BROS HLDG          11.000%    3/17/2028       20.000
LEHMAN BROS INC            7.500%     8/1/2026       12.000
LOCAL INSIGHT             11.000%    12/1/2017       13.000
MAGNA ENTERTAINM           7.250%   12/15/2009        4.900
MOHEGAN TRIBAL             8.375%     7/1/2011       59.000
NETWORK COMMUNIC          10.750%    12/1/2013       18.500
NEWPAGE CORP              10.000%     5/1/2012       63.000
NEWPAGE CORP              12.000%     5/1/2013       30.833
NORTH ATL TRADNG           9.250%     3/1/2012       65.114
ORACLE CORP                5.000%    1/15/2011      100.008
PALM HARBOR                3.250%    5/15/2024       44.000
RASER TECH INC             8.000%     4/1/2013       35.250
RESTAURANT CO             10.000%    10/1/2013       30.000
RESTAURANT CO             10.000%    10/1/2013       27.625
RJ TOWER CORP             12.000%     6/1/2013        1.000
RYERSON TULL INC           8.250%   12/15/2011       65.020
SPHERIS INC               11.000%   12/15/2012        2.875
STATION CASINOS            6.000%     4/1/2012        2.000
THORNBURG MTG              8.000%    5/15/2013        3.020
TIMES MIRROR CO            7.250%     3/1/2013       43.415
TRANS-LUX CORP             8.250%     3/1/2012       14.750
TRICO MARINE               3.000%    1/15/2027        6.875
TRICO MARINE SER           8.125%     2/1/2013       10.750
VESTA INSUR GRP            8.750%    7/15/2025        0.500
VIRGIN RIVER CAS           9.000%    1/15/2012       50.000
WASH MUT BANK FA           5.125%    1/15/2015        0.255
WASH MUT BANK NV           5.500%    1/15/2013        0.010
WASH MUT BANK NV           5.950%    5/20/2013        0.265
WCI COMMUNITIES            4.000%     8/5/2023        1.302
WOLVERINE TUBE            15.000%    3/31/2012       35.100



                           *********

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 by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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