TCR_Public/101201.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 1, 2010, Vol. 14, No. 333

                            Headlines

AGRISOLAR SOLUTIONS: Has $303,200 Net Income for Sept. 30 Quarter
ALL AMERICAN: Posts $1.56-Mil. Net Loss for September 30 Quarter
ALLEN AUERBACH: Case Summary & 20 Largest Unsecured Creditors
ALMATIS BV: Judge Says Herrick Can't Access Confidential Info
AMERICAN TONERSERV: Posts $1.3 Million Net Loss in Q3 2010

AMERICAS ENERGY: Reports $10.1MM Net Income in Q2 Ended Sept. 30
ARYX THERAPEUTICS: Remains Listed on NASDAQ Pending Ruling
BERNARD L MADOFF: Ezra Merkin Suit Survives Motion to Dismiss
BERNARD L MADOFF: Trustee Files 100+ Suits vs. "Net Winners"
BERNARD L MADOFF: Thomas Lee Among Investors Sued by Trustee

BOSTON GENERATING: MatlinPatterson Appeals Sale to Constellation
BEST ENERGY: Posts $1.6 Million Net Loss in September 30 Quarter
BFC FINANCIAL: Posts $27.6-Mil. Q3 Loss; Core Defaults Debt
BLOCKBUSTER INC: Wins Nod for RRG AND DJM as Consultants
BLOCKBUSTER INC: Wins OK to Tap 3 Firms for Real Estate Matters

BLOCKBUSTER INC: Sec. Noteholders Say FTI Fees Unreasonable
BNA SUBSIDIARIES: DIP Lenders Extend Plan Deadline Until Dec. 6
BULK PETROLEUM: Dist. Ct. Affirms Ruling on Gas Station Sale
CDW CORPORATION: Moody's Assigns 'B2' Rating on Senior Loan
CDW LLC: S&P Assigns 'B-' Senior Rating on Proposed Loan B

CEQUEL COMMUNICATIONS: NPG Cable Deal Won't Affect Moody's Rating
CHEMTURA CORP: To Pay $800,000 for Pentair Product Liability Suit
CHINA DU KANG: Sept. 30 Balance Sheet Upside-Down by $7-Mil.
CHINATEL GROUP: ZTE to Provide Unit with Equipment in Peru
CHRYSLER LLC: To Hire 1,000 Engineers, Executive Says

CINCINNATI BELL: John Burns Steps Down as CBTS President
CLOVERLEAF ENTERPRISES: James Murphy Cleared as Ch. 11 Trustee
COMPLIANCE SYSTEMS: Defaults Under Agile Debentures
COMPTON PETROLEUM: S&P Withdraws 'B' Corporate Credit Rating
CONVERGEX HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating

COUNTRYVIEW MHC: Case Summary & 20 Largest Unsecured Creditors
CPI INTERNATIONAL: Veritas Deal Won't Affect Moody's 'B1' Rating
CYTOCORE INC: Posts $538,000 Net Loss in September 30 Quarter
DELTA MUTUAL: Posts $3,400 Net Loss in September 30 Quarter
DOMTAR CORPORATION: DBRS Upgrades Issuer Rating to 'BB'

DYNAVAX TECHNOLOGIES: Amends Contracts with CEO and President
EASTON-BELL SPORTS: S&P Raises Corporate Credit Rating to 'B'
ECOSPHERE TECHNOLOGIES: Posts $605,400 Net Loss in Q3 2010
ENERGYCONNECT GROUP: CarePayment Owns 18.75 Million Shares
EQUIVEST ST. THOMAS: V.I. Court Dismisses Suit vs. Ex-Managers

EXTENDED STAY: To File Omnibus Claims Objections
EXTENDED STAY: Examiner Seeks Discharge of Duties
EXTENDED STAY: Starwood Asserts $7.60-Mil. Administrative Claim
FAIRVUE CLUB: Amended Plan Fails Feasibility Test
FOXLAND CLUB: Amended Plan Fails Feasibility Test

FOXLAND HARBOR: Amended Plan Fails Feasibility Test
FRANKLIN TOWERS: Posts $373,000 Net Loss in September 30 Quarter
FRASER PAPERS: Delays Filing of 2010 Q3 Financial Statements
FREDDIE MAC: Files October 2010 Monthly Volume Summary
GENERAL GROWTH: New GGP Provides Details on Plan Consummation

GENERAL GROWTH: New GGP Raises $1.9-Bil. from Stock Offering
GENERAL GROWTH: Court OKs Release of Fee Holdbacks
GENERAL GROWTH: Seaport Plaintiffs Stipulation Approved
GENERAL GROWTH: District Court Transfers Moelis Lawsuit vs. WTC
GENERAL MOTORS: The Junsos Want to File Late Claim

GOODY'S FAMILY: Supreme Court Won't Hear Stub Rent Case
GSC GROUP: UBS, RBS Object to Bankruptcy Sale to Black Diamond
HARRISBURG, PA: Dauphin and Assured to Cover $6MM Bond Payment
HYLAND SOFTWARE: Moody's Affirms 'B2' Corporate Family Rating
HYTHIAM INC: David E. Smith Discloses 60% Equity Stake

J BAR 2: Case Summary & Largest Unsecured Creditor
JETBLUE AIRWAYS: S&P Affirms 'B-' Corporate Credit Rating
JUDE THADDEUS: Wins Dismissal of Chapter 11 Case
JUNIPER GROUP: Posts $11.3 Million Net Loss in Q3 2010
KENTUCKY ENERGY: Incurs $995,700 Net Loss in Sept. 30 Quarter

KIEBLER RECREATION: Cash Collateral Hearing Tomorrow
KIMHYO LLC: Voluntary Chapter 11 Case Summary
LEE WHITE: Case Summary & 11 Largest Unsecured Creditors
KUN RUN: Reports $512,800 Net Income in September 30 Quarter
LEHMAN BROTHERS: Wins Nod to Amend Archstone Facility

LEHMAN BROTHERS: Gets Approval to Implement 2011 Incentive Program
LEHMAN BROTHERS: Court OKs Lloyd's Payment of $10 Million
LEHMAN BROTHERS: Bank of America Ordered to Return $500 Million
LEHMAN BROTHERS: Lehman, Nortel Challenge U.K. on Pension Debt
LINDA VISTA: Plan Violates Sec. 524(e) Discharge Provision

LIONS GATE: Carl Icahn Reports 37.13% Equity Stake
LIVE NATION: S&P Gives Stable Outlook, Affirms 'B+' Rating
LRL CITI: Asks for Dismissal of Chapter 11 Cases
LYONDELLBASELL INDUSTRIES: Moody's Lifts Corp. Rating to 'Ba3'
M FABRIKANT: Trust May Recoup $100,800 From Gramercy Jewelry

M-WISE INC: Incurs $430,000 Net Loss in September 30 Quarter
MARK IV: Moody's Raises Corporate Family Rating to 'B1'
MARK IV: S&P Raises Long-Term Corporate Credit Rating to 'B+'
MBS MANAGEMENT: Judge Cuts Katrina Damage Suit Against Insurers
NEW ORIENTAL: Incurs $704,200 Net Loss in Sept. 30 Quarter

NEW ORIENTAL: Hikes Shareholders Equity as Xingyang Debt Converted
NEWALTA CORP: DBRS Puts BB Rating on $125MM Sr. Unsec. Debentures
OXBOW CARBON: S&P Affirms 'BB-' Corporate Credit Rating
PERRY COUNTY: Abrahams Dist. Ct. Action Goes to Bankr. Ct.
PETTERS GROUP: Aircraft Leasing Unit Stays in Receivership

POINT BLANK: Shareholders Offer Reorganization Plan
PROVISION HOLDING: Incurs $522,700 Net Loss for Sept. 30 Quarter
PUGET ENERGY: Moody's Assigns 'Ba2' Rating on Senior Notes
QUICKSILVER INC: Moody's Affirms B2 Corporate Family Rating
QUIKSILVER INC: S&P Raises Corporate Credit Rating to 'B'

RADIENT PHARMACEUTICALS: Incurs $12-Mil. Net Loss in 3rd Qtr.
REEF ENVIRONMENTAL: Attorney Seeks Relief from Chapter 11 Stay
RENAL ADVANTAGE: S&P Affirms Corporate Credit Rating at 'B'
RICHARTZ FLISS: Clawback Suit vs. Bridal Guide Magazine Dismissed
ROTHSTEIN ROSENFELDT: Victims Oppose Deal with Accountant

ROYAL INVEST: Posts $1.6 Million Net Loss in September 30 Quarter
RQB RESORT: Court Abates Hearing on Goldman's Lift Stay Plea
SAND TECHNOLOGY: Incurs C$745,500 Net Loss in Fiscal 2010
SCHUTT SPORTS: To Hold Kranos-Led Auction on December 14
SEALY CORP: Divests European Manufacturing Operations

SES SOLAR: Reports $1.1 Million Net Income in September 30 Quarter
SHILO INN: Case Summary & 20 Largest Unsecured Creditors
SMART ONLINE: Amends Q3 2009 Form 10-Q for Subscription Revenue
STEPHEN YELVERTON: Ct. Rejects Bid to Reconsider Ch. 7 Conversion
STRATUS MEDIA: Posts $1.83-Mil. Net Loss in September 30 Quarter

SUNCAL COS: Wants Court to Allow Units to Challenge Lehman Claims
SUNCAL COS: Amer. Spectrum's Speier Continues to Serve as Trustee
TAMARACK RESORT: Owner Opposes Credit Suisse Attempt to Block Sale
TARGUS INFORMATION: S&P Assigns 'B+' Corporate Credit Rating
TCO FUNDING: Moody's Downgrades Corporate Family Rating to 'Caa3'

TERRESTAR NETWORKS: Wins Nod to Reject 6 Motient Leases
TERRESTAR NETWORKS: Gets Approval to Reject Telx Group Contracts
TERRESTAR NETWORKS: Shareholder Fails to Get Examiner
THERMOENERGY CORP: Preferreds Elect Three Directors
TRANSAX INTERNATIONAL: Posts $460,800 Net Loss in Q3 2010

TRIBUNE CO: Hearing on Disclosure Statements to Resume Dec. 6
TRIBUNE CO: Proponents Amend Competing Reorganization Plans
TRIBUNE CO: Court Lets Committee to Pursue Suits vs. Professionals
TRIPEAK, LLC: Voluntary Chapter 11 Case Summary
UNILAVA CORP: Incurs $440,500 Net Loss in September 30 Quarter

UNITED CONTINENTAL: Pilots Protest Outsourcing of Flying
UNITED CONTINENTAL: Names B. Hart as SVP, General Counsel
UNITED CONTINENTAL: Obtains DOT Order on Antitrust Immunity
VALLEJO, CA: Council Meeting on Nov. 30 to Consider Budget Plan
VICTOR TIBALDEO: Follows Company Into Ch. 11 After Foreclosure

WASHINGTON MUTUAL: Plan Confirmation Hearing Begins Today
WASHINGTON MUTUAL: Shareholders May Block Public From Hearing
WASHINGTON MUTUAL: Modifies Sixth Amended Plan
WASTE2ENERGY HOLDINGS: Did Not Make Payment on Senior Conv. Notes
WAVE HOUSE: Coaster Firm Assures Park is Financially Sound

WESTSTAR FINANCIAL: Has $4.6MM Q3 Loss; Bank Under Consent Order

* Upcoming Meetings, Conferences and Seminars

                            *********

AGRISOLAR SOLUTIONS: Has $303,200 Net Income for Sept. 30 Quarter
-----------------------------------------------------------------
Agrisolar Solutions, Inc., filed its quarterly report on Form 10-
Q, reporting net income of $303,207 for the three months ended
September 30, 2010, compared with a net loss of $235,428 for the
same period last year.

The Company reported revenue of $2,897,549 for the three months
ended September 30, 2010, compared with $719,196 for the same
period last year.

The Company's balance sheet at September 30, 2010, showed
$10,896,826 in total assets, $6,994,203 in total liabilities, and
$3,902,623 in stockholders' equity.

As reported in the Troubled Company Reporter on July 20, 2010,
ZYCPA Company Limited, in Hong Kong, China, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
continuous losses.

In the Form 10-Q, Agrisolar Solutions said, "For the six months
ended September 30, 2010, the Company has experienced negative
cash flows from operations of $2,178,308 with an accumulated
deficit of $1,505,004 as of that date.  The continuation of the
Company as a going concern through September 30, 2011, is
dependent upon the continuing financial support from its
stockholders and credit facility.  The Company is currently
pursuing the additional financing for its operations.  However,
there is no assurance that the Company will be successful in
securing sufficient funds to sustain the operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?7022

                     About AgriSolar Solutions

Denver, Colo.-based AgriSolar Solutions, Inc. (OTC BB: AGSO)
through its wholly-owned subsidiary, Shenzhen Fuwaysun Technology
Company Limited, a People's Republic of China corporation, is
engaged primarily in the development, production and sale of solar
products, including a solar insect killer and other products
designed for agricultural and commercial use.  The Company's
manufacturing facility is located in Shenzhen, the People's
Republic of China, and a substantial majority of its current sales
and business operations are in China.

The Company was incorporated in the State of Colorado on March 13,
2006, under the name V2K International, Inc.  On January 8, 2010,
the Company changed its company name from "V2K International,
Inc." to its current name.


ALL AMERICAN: Posts $1.56-Mil. Net Loss for September 30 Quarter
----------------------------------------------------------------
All American Pet Company, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1,564,528 for the three months
ended September 30, 2010, compared with a net loss of $527,541 for
the same period last year.

As of September 30, 2010, $0 has been earned in revenue.

The Company's balance sheet at September 30, 2010, showed
$2,227,342 in total assets, $3,453,640 in total liabilities, and a
$1,324,181 stockholders' deficit.

The Company has a limited operating history and limited funds.
The Company incurred a net loss of $5,362,439 and cash used by
operations of $1,287,054 for the nine months ended September 30,
2010, and had a working capital deficit of $1,283,470 and
stockholders' deficit of $1,324,181 as of September 30, 2010.
These factors raised substantial doubt about the Company's ability
to continue as a going concern.

The Company is dependent upon outside financing to continue
operations.  Its management plans to raise necessary funds via a
private placement of its common stock to satisfy the capital
requirements of the Company's business plan.  There is no
assurance that the Company will be able to obtain the necessary
funds through continuing equity and debt financing to have
sufficient operating capital to support a level of operations to
obtain a level of cash flow to sustain continuing operations.  If
the Company is successful in raising the necessary funds, there is
no assurance that the Company will successfully implement its
business plan.  The Company's continuation as a going concern is
dependent on the Company's ability to raise additional funds
through a private placement of its common stock or debt sufficient
to meet its obligations on a timely basis and ultimately to attain
profitable operations.

In their report in connection with the Company's 2009 financial
statements, the Company's independent registered public
accountants stated that, because the Company incurred a net loss
of $2,013,798 and a negative cash flow from operations of
$1,000,450 for the year ended December 31, 2009, and a working
capital deficiency of $2,965,123 and a shareholders' deficiency of
$2,921,613 at December 31, 2009, there was substantial doubt about
the Company's ability to continue as a going concern.

The Company's principal sources of liquidity have been sales of
equity securities and borrowings.  To meet the Company's current
requirements to operate, the Company is currently attempting to
undertake the sale of additional equity and debt to raise these
funds.  There are currently no commitments or other known sources
for this funding.  If these funds are obtained, the Company's
principal uses would be to meet its debt service requirements,
marketing and advertising expenditures, and operating expenses.
Until cash generated from operations is sufficient to satisfy the
Company's future liquidity requirements, it is investigating
purchase order and accounts receivable funding from different
sources.  In addition, the Company will be looking to seek
additional funds through the issuance of additional common stock
with another round of funding.  There are currently no commitments
or other known sources for this funding.  If these funds are
obtained, it would result in additional dilution to the Company's
stockholders.  Financing may not be available in the future in
amounts or on terms acceptable to the Company, if at all.

There were accounts payable of $1,584,952 on December 31, 2009,
and $1,582,451 on September 30, 2010.  There is a certain portion
of these accounts payable of $501,702 that may no longer be due
based on the fact that these creditors have made no effort to
collect or settle and the ability of these creditors to collect
because of Statute of Limitations laws.  Based on the advice of
legal counsel and the confirmation of the Company's yearend audit
procedures it is expected that payables will be reduced by an
amount of between $501,702 to $627,127 in the fourth quarter
subject to final audit confirmation at year end.  The Company is
also taking aggressive action to reduce payables and debt
utilizing shares of its common stock when it is favorable to do so
and cash from funding efforts as well.  The Company realizes that
it is difficult to predict the amount of payables and debt that
will be reduced or may be paid off at a discount, however the
Company believes that it will have some level of success in the
process of reducing its debt and payables to improve the balance
sheet.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?7023

                      About All-American Pet

All-American Pet Company, Inc., produces healthy products for
dogs, with the core product being super premium dog food.  It
produce, market and sell its super-premium dog food under the
brand names GrrrnolaTM Natural Dog Food, BowWow Breakfast
CerealTM, and a full line of super premium dog nutritional bars.
It was incorporated in New York in 2003 as a Subchapter S
Corporation under the Internal Revenue Code of 1986.  On
January 27, 2006, All-American Pet Company Inc., a New York
corporation, merged with and into All American Pet Company, Inc.,
a Maryland corporation.

In January 2008, All American PetCo Inc., a Nevada corporation,
was formed as a 100% owned subsidiary and became the
administrative operating subsidiary.  In April 2009, two
additional 100% owned subsidiaries were formed; All American Pet
Brands Inc., a Nevada corporation, which will become the sales and
manufacturing entity and Bow Wow Million, Inc., a Nevada
corporation, which is the Company's contest entity.


ALLEN AUERBACH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Allen Auerbach
        18 Catalpa Crest
        Pilesgrove, NJ 08098

Bankruptcy Case No.: 10-46661

Chapter 11 Petition Date: November 26, 2010

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

Judge: Gloria M. Burns

Debtor's Counsel: Maureen P. Steady, Esq.
                  12000 Lincoln Drive West, Suite 208
                  Marlton, NJ 08053
                  Tel: (856) 396-0540
                  Fax: (609) 482-8011
                  E-mail: msteady@mac.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-46661.pdf


ALMATIS BV: Judge Says Herrick Can't Access Confidential Info
-------------------------------------------------------------
Less than two months after a bankruptcy judge approved Almatis
BV's Chapter 11 plan, three junior lenders have lost their bid to
retain certain confidential materials related to the valuation of
the Company in order to share them with their new co-counsel,
Herrick Feinstein LLP, Bankruptcy Law360 reports.

                        About Almatis Group

Almatis B.V., operationally headquartered in Frankfurt, Germany,
is a global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Almatis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion in its petition.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

The Debtors' reorganization plan was declared effective on
September 30, 2010, allowing the Debtors to fully complete their
financial restructuring and emerge from Chapter 11 protection.
The Almatis restructuring plan took effect more than a week after
it was confirmed by Bankruptcy Judge Martin Glenn for the
Southern District of New York.


AMERICAN TONERSERV: Posts $1.3 Million Net Loss in Q3 2010
----------------------------------------------------------
American TonerServ Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.3 million on $8.5 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $1.0 million on $7.8 million of revenue for the same
period of 2009.

The Company had negative cash flows from operations of $687,552
for the nine month period ended September 30, 2010, and had an
accumulated deficit of $30.5 million and a working capital deficit
of $5.2 million at September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$16.8 million in total assets, $14.9 million in total liabilities,
and stockholders' equity of $1.9 million.

As reported in the Troubled Company Reporter on April 16, 2010,
Perry-Smith LLP, in Sacramento, Calif., expressed substantial
doubt about American TonerServ Corp.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$25.4 million, and its current liabilities exceed its current
assets at December 31, 2009, by $4.3 million.

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

               http://researcharchives.com/t/s?7019

                     About American TonerServ

Santa Rosa, Calif.-based American TonerServ Corp.
-- http://www.americantonerserv.com/-- markets compatible and
original equipment-manufactured toner cartridges.


AMERICAS ENERGY: Reports $10.1MM Net Income in Q2 Ended Sept. 30
----------------------------------------------------------------
Americas Energy Company-AECo, formerly Trend Technology
Corporation, filed its quarterly report on Form 10-Q, reporting
net income of $10.1 million on $2.1 million of revenue for the
three months ended September 30, 2010, as compared with a net loss
of $323,504 on $0 revenue from its inception on July 13, 2009 to
September 30, 2009.

The Company has an accumulated deficit since its inception of
$3.7 million and a working capital deficit of $3.2 million as of
September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$26.3 million in total assets, $7.3 million in total liabilities,
and stockholders' equity of $19.0 million.

Weaver & Martin, LLC,in Kansas City, Mo., expressed substantial
doubt about Americas Energy Company-AECo's ability to continue as
a going concern, following the Company's results for the period
from July 13, 2009 (inception), through March 31, 2010.  The
independent auditors noted that the Company has suffered recurring
losses and had negative cash flows from operations.

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

               http://researcharchives.com/t/s?7024

                       About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo currently
operates surface mines in southeastern Kentucky.  Americas Energy
Company holds Evans Coal Corp. as a wholly owned subsidiary.  The
company owns or controls by lease mineral rights and currently
operates by use of contractors, two surface mines in Bell County
and one in Knox County, Kentucky.  Their primary product is a high
BTU, mid-sulfur steam coal.  In addition, the Company has rights
to oil properties located in Cumberland County, Kentucky that are
intended for future development.


ARYX THERAPEUTICS: Remains Listed on NASDAQ Pending Ruling
----------------------------------------------------------
ARYx Therapeutics, Inc., disclosed that it could be delisted from
The NASDAQ Stock Market for failure to comply with the NASDAQ
listing requirements.

The Listing Qualifications Department, or the Staff, of NASDAQ
notified the Company on May 25, 2010 that, for the previous 30
consecutive trading days, the bid price for the Company's common
stock had closed below the minimum $1.00 per share requirement for
continued inclusion on The NASDAQ Global Market pursuant to NASDAQ
Listing Rule 5450(a)(1), or the Rule.  In accordance with NASDAQ
Listing Rule 5810(c)(3)(A), the Company was afforded 180 calendar
days, or until November 22, 2010, to regain compliance with the
Rule.

On November 23, 2010, the Company received a second letter from
the Staff notifying the Company of the Staff's determination that
the Company had failed to regain compliance with the Rule by
November 22, 2010 and that this serves as an additional basis for
delisting the Company's common stock from The NASDAQ Global
Market, which supplements the Staff's previously reported
delisting determination with respect to the Company's non-
compliance with NASDAQ Listing Rule 5450(b)(2)(A).

The Company was granted a hearing with a NASDAQ Hearings Panel, or
the Panel, to present its plan to regain compliance with NASDAQ
Listing Rule 5450(b)(2)(A), which requires the market value of its
listed securities to be at least $50.0 million.  The Staff
notified the Company that the Panel will also consider the
Company's non-compliance with the Rule in its decision regarding
the Company's continued listing on The NASDAQ Global Market.  The
Company's common stock will remain listed on The NASDAQ Global
Market pending the Panel's decision; however, there is no
assurance that the Panel's decision will be favorable to the
Company and will prevent the delisting of the Company's common
stock from The NASDAQ Global Market.  In the event the Company is
not successful before the Panel, its common stock will be delisted
from The NASDAQ Global Market.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company focused
on developing a portfolio of internally discovered products
designed to eliminate known safety issues associated with well-
established, commercially successful drugs.  ARYx currently has
four products in clinical development: a prokinetic agent for the
treatment of various gastrointestinal disorders, naronapride (ATI-
7505); an oral anticoagulant agent for patients at risk for the
formation of dangerous blood clots, tecarfarin (ATI-5923); an oral
anti-arrhythmic agent for the treatment of atrial fibrillation,
budiodarone (ATI-2042); and, an agent for the treatment of
schizophrenia and other psychiatric disorders, ATI-9242.

The Company's balance sheet as of September 3, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
stockholders' deficit.


BERNARD L MADOFF: Ezra Merkin Suit Survives Motion to Dismiss
-------------------------------------------------------------
WestLaw reports that a liquidation trustee in a hybrid proceeding
under the Securities Investor Protection Act and the Bankruptcy
Code could not bypass the two-step avoidance and recovery process
under the Code, upon making a prima facie showing that transfers
were "voidable or void," and seek an immediate turnover and
accounting of the alleged fraudulent transfers made to investors
and their investment managers by a debtor-investment company
through which a Ponzi scheme was operated, pursuant to the SIPA
provision that created the legal fiction which, by deeming
property to be property of a debtor, granted a SIPA trustee
standing to bring avoidance actions under the Code, even though
property held by a debtor for the account of a customer was not
the debtor's property.  The plain language of the SIPA statute did
not permit such a reading, and the few cases interpreting it found
that the statute's limited purpose was to create the standing
legal fiction.  In re Bernard L. Madoff Inv. Securities, LLC ---
B.R. ----, 2010 WL 4643102, slip op. http://is.gd/hZwMW(Bankr.
S.D.N.Y. Nov. 17, 2010) (Lifland, J.).

This is the Honorable Burton R. Lifland's ruling on motions by J.
Ezra Merkin and Gabriel Capital Corporation, Ariel Fund Limited
and Gabriel Capital, L.P., to dismiss the second amended complaint
of Irving H. Picard, Esq., trustee for the substantively
consolidated Securities Investor Protection Act liquidation of
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff,
filed pursuant to SIPA sections 78fff(b) and 78fff-2(c)(3),
sections 105(a), 502(d), 542, 544, 547, 548(a), 550(a) and 551 of
the Bankruptcy Code, various sections of New York Debtor and
Creditor Law, and other applicable law for turnover, accounting,
preferences, fraudulent conveyances, damages, and objections to
SIPA claims.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.


BERNARD L MADOFF: Trustee Files 100+ Suits vs. "Net Winners"
------------------------------------------------------------
The Wall Street Journal's Michael Rothfeld reports that Irving H.
Picard, the SIPA Trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC, filed more than 100 lawsuits Tuesday to
recover fictitious profits earned by some of Bernard Madoff's
investors.  The Journal notes many of the suits were aimed at
people Mr. Picard has termed "net winners."  According to the
Journal, Mr. Picard does not allege that they had reason to know
of the Ponzi scheme; rather, he says, they withdrew more money
than they invested and should return the profits to reduce the
losses of others.

Mr. Picard has until Dec. 11, two years from the bankruptcy filing
of Benard L. Madoff Investment Securities, to file launch clawback
lawsuits.

According to the Journal, Mr. Picard has previously said he would
file upwards of 1,000 of those lawsuits.  The Journal relates Mr.
Picard's office said in a statement the funds recovered would
ultimately be returned "pro rata, to their rightful owners, the
customers of [Mr. Madoff's firm] with valid claims."

As reported by the Troubled Company Reporter on November 29, 2010,
Mr. Picard filed 40 lawsuits; 22 of which were filed against
relatives of Mr. Madoff and his wife, Ruth Alpern Madoff --
including his sister and nephew, her sister, and in-laws -- and 18
of which were filed against former employees of BLMIS and certain
of their relatives, and other related entities.

As reported by the TCR on November 25, 2010, Mr. Picard sued UBS
AG alleging 23 counts of financial fraud and misconduct.  Mr.
Picard seeks to recover at least $2 billion for equitable
distribution to Mr. Madoff's victims with valid claims, with an
exact amount to be determined at trial.  David J. Sheehan, Esq., a
partner at Baker & Hostetler LLP and counsel for Mr. Picard, said
UBS AG and its affiliate entities enable Mr. Madoff's Ponzi scheme
through numerous international feeder funds.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.


BERNARD L MADOFF: Thomas Lee Among Investors Sued by Trustee
------------------------------------------------------------
Bob Van Voris at Bloomberg News reports that Irving H. Picard, the
trustee for Bernard L. Madoff Investment Securities LLC, has sued
a group of at least 140 of former investors, including Thomas H.
Lee, to recover fictitious profits they received in the six years
before Mr. Madoff's firm filed for bankruptcy in December 2008.

According to the report, Mr. Picard sued Blue Star Investors LLC
and Lee, individually, for $19.7 million in U.S. Bankruptcy Court
in Manhattan on November 30.

Mr. Picard is trying to recover money from people who withdrew
more than they invested in their Madoff accounts.  The money was
recorded as profit on their accounts.  Mr. Picard claims the
fictitious profits are "other people's money."

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).  The Chapter 15 case was later
transferred to Manhattan.  In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.


BOSTON GENERATING: MatlinPatterson Appeals Sale to Constellation
----------------------------------------------------------------
David McLaughlin at Bloomberg News reports that MatlinPatterson
Global Advisors LLC is appealing a bankruptcy court order
approving Boston Generating LLC's sale to Constellation Energy
Group Inc. for $1.1 billion.

According to the report, MatlinPatterson, a Boston Generating
creditor that has been fighting the Constellation deal, filed a
notice of appeal November 30 with the U.S. Bankruptcy Court in
Manhattan.  The appeal comes after Judge Shelley C. Chapman on
Nov. 24 approved the sale of Boston Generating's power plants to
Constellation, overruling objections from creditors, including
MatlinPatterson, which said the Constellation offer was too low.
The Troubled Company Reporter reported the sale approval on
November 25, 2010.

BostonGen previously entered into an asset purchase agreement with
Constellation for its 2,950 MW fleet, the third largest power
generating portfolio in the New England region.  Under the terms
of the asset purchase agreement, Constellation agreed to purchase
the assets for approximately $1.1 billion.

Approval of the Federal Energy Regulatory Commission is necessary
to complete the transaction.

                      About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors has tapped Jager
Smith P.C. as its counsel.


BEST ENERGY: Posts $1.6 Million Net Loss in September 30 Quarter
----------------------------------------------------------------
Best Energy Services, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.61 million on $1.58 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $5.43 million on $854,938 of revenue for the
same period last year.

The Company's balance sheet at September 30, 2010, showed
$20.72 million in total assets, $30.58 million in total
liabilities, and a stockholders' deficit of $9.86 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about Best Energy Services, Inc.'s ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the the Company's established source of
revenues is not sufficient to cover its operating costs.

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

               http://researcharchives.com/t/s?7014

Headquartered in Houston, Texas, Best Energy Services, Inc.
(OTC BB: BEYS) -- http://www.BEYSinc.com/-- is a well
service/workover provider in the Hugoton Basin.


BFC FINANCIAL: Posts $27.6-Mil. Q3 Loss; Core Defaults Debt
-----------------------------------------------------------
BFC Financial Corporation filed its quarterly report on Form 10-Q,
reporting a consolidated net loss of $27,622,000 for the three
months ended September 30, 2010, compared with a net loss of
$54,012,000 for the same period in 2009.

The Company reported total revenue of $183,904,000 for the three
months ended September 30, 2010, compared with $90,590,000 for the
same period last year.

As of September 30, 2010, BFC had total assets of $6,002,190,000,
liabilities of $5,700,922,000 and equity of 290,239,000, including
noncontrolling interest of $105,986,000.

BFC Financial Corporation is a diversified holding company whose
principal holdings include a controlling interest in BankAtlantic
Bancorp, Inc. and its subsidiaries, including BankAtlantic, a
controlling interest in Bluegreen Corporation and its
subsidiaries, and a non-controlling interest in Benihana, Inc. BFC
also holds interests in other investments and subsidiaries,
including Core Communities, LLC and its subsidiaries.  As a result
of its position as the controlling shareholder of BankAtlantic
Bancorp, BFC is a "unitary savings bank holding company" regulated
by the Office of Thrift Supervision.

                    Going Concern Doubt for Core

According to the Form 10-Q, the negative impact of the adverse
real estate market conditions on Core Communities, LLC, together
with Core's limited liquidity, have caused substantial doubt
regarding Core's ability to continue as a going concern.
Woodbridge Holdings, LLC, has not committed to fund any of Core's
obligations or cash requirements, and it is not currently
anticipated that Woodbridge will provide additional funds to Core.
BFC holds interests in Core and its subsidiaries.

At September 30, 2010 and December 31, 2009, Core had cash and
cash equivalents of $3.4 million and $2.9 million, respectively.
Cash increased by $500,000 during the nine months ended September
30, 2010 mainly due to the receipt of cash proceeds from a land
sale comprising approximately 8 acres in Tradition, Florida and
net cash proceeds from the sale of the commercial leasing
projects, partially offset by cash used to fund Core's general and
administrative expenses and severance payments related to its
recent reduction in work force.  At September 30, 2010, Core had
no immediate availability under its various lines of credit.

Core is currently in default under the terms of all of its
outstanding debt totaling approximately $139.4 million

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?7021


BLOCKBUSTER INC: Wins Nod for RRG AND DJM as Consultants
--------------------------------------------------------
The Bankruptyc Court authorized Blockbuster Inc. and its units to
employ DJM Realty Services, LLC, and Retail Regroup Inc., doing
business as Retail Resource Group, to provide necessary consulting
and advisory services with respect to the potential restructuring
of certain of their leasehold interests.

Judge Lifland authorized the Debtors to compensate RRG and DJM in
accordance with the terms and conditions under the parties'
agreements pursuant to the standard of review under Section 328(a)
of the Bankruptcy Code and not subject to review under Section 330
of the Bankruptcy Code.

Payment of RRG's and DJM's fees and reimbursement of expenses will
not be subject to the procedures set forth in the order
establishing procedures for interim monthly compensation and
reimbursement of expenses of professionals retained in the
bankruptcy cases.

The Debtors will request allowance of RRG's and DJM's fees by
filing a notice after receipt of an invoice for any applicable
earned transaction fees and assigned lease transaction fees
accompanied with back-up documentation setting forth the amounts
to be paid to RRG and DJM.

The Debtors are authorized to indemnify and hold harmless RRG and
DJM and their affiliates pursuant to the Agreements, unless their
claims arise as the result of RRG's and DJM's gross negligence or
willful misconduct.  All requests of RRG and DJM for payment of
indemnity pursuant to the Agreements will be made by means of an
application and will be subject to review by the Court to ensure
that payment of the indemnity conforms to the terms of the
Agreements and is reasonable based upon the circumstances of the
litigation or settlement in respect of which indemnity is sought.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that the Debtors and RRG have entered into
that certain Representation Agreement, dated November 8, 2010.  On
the same date, the Debtors also entered into that certain
Agreement for Services with DJM.

The Debtors submit that each of the Firms have extensive
experience in the field of retail real estate and are familiar
with the needs of distressed companies, to negotiate more
favorable terms and other beneficial concessions with landlords
under the Leases.

As consultants and pursuant to the Agreements, RRG and DJM will:

(1) on Blockbuster Inc.'s behalf and in accordance with the
     goals and parameters established by Blockbuster, negotiate
     more favorable lease terms with landlords under the Leases
     and waivers or reductions of any amounts payable to cure a
     default upon assumption of a lease pursuant to Section
     365(b)(1)(A) of the Bankruptcy Code.  Blockbuster retains
     complete discretion to accept or reject any proposed lease
     modification or other leasehold concession;

(2) report periodically to Blockbuster regarding the status of
     negotiations; and

(3) work with Blockbuster and its counsel to document
     accurately all rent reductions, lease term modifications,
     and other leasehold concessions, including reviewing
     documents and assisting in resolving any problems that may
     arise.

Pursuant to the Agreements, the term of RRG's and DJM's engagement
will be 12 months from the date of the Court's entry of an order
approving the applications -- the effective date.  At
RRG and DJM will be compensated for their services in accordance
with the terms of the Agreements, and reimbursed for the
reasonable out-of-pocket expenses they incur, to the extent
approved by Blockbuster in advance and in writing.

The Debtors have agreed to compensate RRG and DJM with these fees:

(a) Subject to a transaction fee cap of $10,000, for the first
     25% of the Leases, the lease modification fee, to the
     extent payable under the Agreements, will be the greater
     of $2,500, or 5% of:

     * the difference between the base or minimum rent payable
       for the remaining term of the Lease before the execution
       of the applicable lease modification agreement, and the
       base or minimum rent payable for the remaining term of
       the Lease after the execution of the applicable Lease
       Modification Agreement; less

     * any payments made to the landlord or any other party in
       connection with the Lease Modification Agreement;

(b) Subject to the Transaction Fee Cap, once a Transaction Fee
     has been earned by the Firm for 25% of the Leases, the
     Transaction Fee for each subsequent Lease Modification
     Agreement relating to a Lease will increase to the greater
     of $3,500, or 5% of the Modification Rent Savings.  In the
     event that the Modification Rent Savings for a particular
     Lease Modification Agreement executed after the 25%
     Disposition Threshold is met is less than $25,000, then
     the Transaction Fee for the Lease Modification Agreement
     will be $2,500;

(c) Subject to the Transaction Fee Cap, once a Transaction Fee
     has been earned by the Firm for 75% of the Leases, the
     Transaction Fee for each subsequent Lease Modification
     Agreement relating to a Lease will increase to the greater
     of $4,500, or 5% of the Modification Rent Savings.  In the
     event that the Modification Rent Savings for a particular
     Lease Modification Agreement executed after the 75%
     Disposition Threshold is met is less than $25,000, then
     the Transaction Fee for the Lease Modification Agreement
     will be $2,500;

(d) Subject to the Transaction Fee Cap, these additional
     incentives will apply to Lease Modification Agreements
     that do not relate to Leases for "bubble stores," as
     designated by Blockbuster:

     * For each Lease Modification Agreement that adds a
       termination or "kick-out" right in favor of Blockbuster,
       where no termination or "kick-out" right previously
       existed under the Lease, or adds a termination or
       "kick-out" right in favor of Blockbuster that, in
       Blockbuster's reasonable discretion, is more favorable
       than the termination or "kick-out" right existing under
       the Lease, then the Transaction Fee for the Lease
       Modification Agreement will be increased by $500; and

     * For each Lease Modification Agreement that adds an
       option to extend the term of the Lease in favor of
       Blockbuster, where no option or options were
       previously available to Blockbuster under the Lease,
       or adds an option to extend the term of the Lease in
       favor of Blockbuster that, in Blockbuster's
       discretion, is more favorable than the option existing
       under the Lease, the Transaction Fee for the Lease
       Modification Agreement will be increased by $500;

(e) Subject to the Transaction Fee Cap, an additional
     incentive will apply to all Lease Modification Agreements.
     For each Lease Modification Agreement that contains a
     waiver of outstanding prepetition amounts owed by
     Blockbuster under the applicable Lease, the Transaction
     Fee for the Lease Modification Agreement will be increased
     by 5% of the outstanding prepetition amounts waived;

(f) The Firms will be entitled to 180 days following the
     expiration or termination of the Agreements to get an
     appropriate Lease Modification Agreement fully executed
     for any Leases with active, pending landlord negotiations;
     and

(g) A Transaction Fee will not be earned by RRG of DJM until
     the later of the full and complete execution of the
     applicable Lease Modification Agreement by all parties,
     and the date of the Court's entry of an order approving
     the assumption of the applicable Lease as amended.

On the Effective Date, Blockbuster will pay each of the Firms
a $150,000 non-refundable retainer.  The first $150,000 in
Transaction Fees and Assigned Lease Transaction Fees earned by
the Firms will be applied to and offset against the Retainer,
provided that the Firms comply with the invoicing and timing of
payment provisions set forth in the Agreements.

Pursuant to the Representation Agreement and subject to the
approval of the Court, the Debtors have agreed to indemnify and
hold RRG and DJM harmless from all liability, losses, costs,
obligations, expenses, judgments, damages, claims and demands of
any kind whatsoever arising out of Blockbuster's material breach
of its obligations under the Agreements, other than claims arising
as the sole result of the Firm's gross negligence or willful
misconduct.

The Firms agree to reciprocally indemnify the Debtors from all
liability, losses, costs, obligations, expenses, judgments,
damages, claims and demands of any kind whatsoever in connection
with the Firms' engagement, any act of the Firms or their agents
and employees beyond the scope of their authority under the
Agreements, and the Firms' material breach of their obligations
under the Agreements.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Wins OK to Tap 3 Firms for Real Estate Matters
---------------------------------------------------------------
Bankruptcy Judge Burton Lifland authorized Blockbuster Inc. and
its units to hire three law firms as their special counsel with
respect to real estate matters, nunc pro tunc to the Petition
Date:

(1) Bloodworth Carroll, P.C.;
(2) Ray & Glick, Ltd.; and
(3) Chaiken Legal Group, P.C.

The Firms will apply for compensation and reimbursement in
accordance with the procedures set forth in Sections 330 and 331
of the Bankruptcy Code, applicable Bankruptcy Rules, the Local
Rules, guidelines established by the Office of the United States
Trustee, the order establishing procedures for interim
compensation and reimbursement of expenses of professionals
retained in the bankruptcy cases and other orders of the Court.

In the event that the rate of compensation increases from the
rates in effect as of the Petition Date, the Firms will notify the
Debtors and the U.S. Trustee prior to the effective date of the
increases.

Prior to the Petition Date, Bloodworth actively represented the
Debtors and their affiliates with regard to commercial leasing
transactions, Mr. Karotkin informs the Court.  He also reveals
that R&G and CLG provided extensive legal advice and services to
the Debtors relating to leasing and real estate matters.

Bloodworth is recently involved in the preparation and negotiation
of more than 300 real estate amendments in connection with
Blockbuster's strategic plan to reduce its rental obligations, he
adds.  R&G is currently involved in certain matters that were
initiated prepetition, namely 30 pending lease modification
transactions and 13 pending sale-leaseback transactions.  CLG is
also currently involved in certain transactions that were
initiated prepetition.

Under their current billing arrangement with Blockbuster, the
three Firms receive compensation from the Debtors based on the
outcome of each individual matter the Firms have undertaken.  The
Firms will also be reimbursed of their necessary expenses.

Bloodworth and CLG are paid a flat fee upon completion of each
"successful transaction," which is defined as the completion of
negotiations with the opposing party and the submission of
execution counterparts of the underlying documentation to
Blockbuster.  For lease amendments, Bloodworth and CLG are paid a
flat fee of $1,250 per successful transaction.

In the event a transaction is "unsuccessful," Bloodworth is paid
for actual fees and expenses incurred as of the date of billing,
based on these hourly billing rates:

     Professional             Rate
     ------------             ----
     Laurie A. Carroll        $450
     Thomas L. Bloodworth     $450

In the event documentation is not submitted to Blockbuster and a
transaction is "unsuccessful," CLG is paid on the basis of actual
fees and expenses incurred based on these hourly rates:

     Professional             Rate
     ------------             ----
     Michael Chaiken          $300
     Other Associates         $250

For transactions with respect to which R&G receives written
direction to prepare documentation, and prepares the
documentation, but Blockbuster elects not to proceed to execution,
R&G receives a flat fee upon Blockbuster's election not to
proceed.  For lease amendments, R&G is paid a flat fee of $1,250.
For purchase and sale agreements, R&G is paid a flat fee of
$7,500, which fee is normally paid out of the sale proceeds.

Laurie A. Carroll, Esq., a shareholder of Bloodworth, Steven J.
Marcus, Esq., a shareholder of R&G, and Michael J. Chaiken, Esq.,
a shareholder of CLG, assure Judge Burton Lifland that the Firms
do not represent or hold any interest adverse to the Debtors or
their bankruptcy estates with respect to the matters as to which
the Firms are to be employed under Section 327 of the Bankruptcy
Code.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Sec. Noteholders Say FTI Fees Unreasonable
-----------------------------------------------------------
On behalf of The Steering Group of Senior Secured Noteholders that
are also DIP Lenders in Blockbuster Inc.'s Chapter 11 cases, James
P. Seery, Jr., Esq., at Sidley Austin LLP, in New York --
jseery@sidley.com -- says that the Steering Group does not oppose
the Official Committee of Unsecured Creditors' decision to retain
FTI Consulting, Inc., as its financial advisor; recognizes FTI is
well qualified to perform financial advisory services; and is
mindful of the role FTI could play to assist the Creditors
Committee in fulfilling its fiduciary duties to the bankruptcy
estates.

However, the Steering Group objects solely to the reasonableness
of the proposed FTI fees and the terms and conditions applicable
to the payment of those fees, which fees will be paid solely from
the Senior Secured Noteholders' Cash Collateral and the DIP
Financing, Mr. Seery avers.

He contends that FTI's proposed monthly fee of $150,000 is
substantially above prevailing monthly fees payable to financial
advisers retained to perform similar services on behalf of
unsecured creditors' committees in comparable cases.  FTI's
Monthly Fee is also substantially higher than other professionals
engaged in the Debtors' Chapter 11 cases, Mr. Seery says.

He explains that the monthly fees payable to Rothschild Inc., the
Debtors' financial advisor, is $125,000, and the monthly fee
payable to Jefferies & Company, the Steering Group's financial
advisor, is $112,500.

The Steering Group also objects to the entire proposed FTI
Completion Fee ranging from $500,000 to $750,000 because there is
no discernable criterion to determine how that fee is earned.

Accordingly, the Steering Group objects to the proposed
compensation terms for FTI, and asks that the Court enter an order
(i) modifying the Monthly Fee to $75,000 to $100,000, (ii) denying
the Completion Fee sought by the Creditors Committee for FTI, and
(iii) that the reasonableness of the FTI Fees should be subject to
review under Section 330 of the Bankruptcy Code.

Robert J. White, senior vice president at Jeffries, filed a
declaration in support of the objection.

                 Creditors Committee Responds

On behalf of the Creditors Committee, Richard S. Kanowitz, Esq.,
at Cooley LLP, in New York -- rkanowitz@cooley.com -- relates that
the Steering Group does not oppose the Creditors Committee's
decision to retain FTI, and, indeed, the Steering Group recognizes
that FTI is well qualified to assist the Creditors Committee in
fulfilling its statutory duties under the Bankruptcy Code.

"Rather, without any real justification, the Steering Group seeks
to 'renegotiate' the compensation arrangement agreed upon between
FTI and its client," Mr. Kanowitz relates.  He asserts that the
proposed compensation is customary and reasonable in both
structure and amount, and is indisputably comparable to other
recent financial advisory firm retentions by committees in Chapter
11 cases of similar size and complexity.

"The Committee's sound business decision should not be second
guessed by the Steering Group, whose pervasive control over these
proceedings only emphasizes the value of the Committee's
independence to these estates," Mr. Kanowitz alleges.  "Most
important, the compensation proposed for FTI is appropriate under
the extraordinarily challenging circumstances imposed upon these
estates by the Steering Group," he adds.

Mr. Kanowitz points out that the expedited plan and confirmation
schedule guiding the bankruptcy cases demands that FTI, in a
period spanning just the next several months, (i) learn the
Debtors' business, (i) test the Debtors' still undetermined
business plan and underlying models, assumptions and forecasts,
(iii) seek to develop alternative transactions to the Plan Support
Agreement and improve the treatment of unsecured creditors under
the PSA, and (iv) prepare to address the Debtors' long term
viability to a constituency whose support for the Debtors will
unquestionably impact the future of the business.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BNA SUBSIDIARIES: DIP Lenders Extend Plan Deadline Until Dec. 6
---------------------------------------------------------------
On November 22, 2010, BNA Subsidiaries, LLC, filed a notice with
the Delaware bankruptcy court stating that it had reached an
agreement with the lender for its debtor-in-possession financing
facility on for the extension of a deadline set forth in the final
order approving the financing facility, netDockets reports.

According to the report, specifically, paragraph 14(f) of the
final DIP financing order, as previously amended, provided that it
would constitute an event of default under the facility if BNA
Subsidiaries failed to file a proposed plan of reorganization and
disclosure statement by November 22.  The agreed new amendment to
that deadline extended it to December 6, 2010, the report notes.

The final DIP Financing Order, as amended, also requires a
disclosure statement to be approved by January 14, 2011, and a
plan to be confirmed and effective by March 4, 2011.  Last week's
notice did not provide for an extension of either of those
deadlines, according to netDockets.

                          About BNA

Bureau of National Affairs is an independent publisher of
information and analysis products for professionals in business
and government.  Petersborough, New Hampshire-based BNA
Subsidiaries, LLC -- aka G-2 Reports, et al. -- was formed on
January 1, 2009, through the merger of Kennedy Information, Inc.,
which was acquired by BNA in 2000, and the Institute of Management
and Administration, Inc. (or IOMA), which was acquired in 1997.

BNA Subsidiaries filed for Chapter 11 bankruptcy protection on
September 23, 2010 (Bankr. D. Del. Case No. 10-13087).  Marion M.
Quirk, Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $1 million to
$10 million.


BULK PETROLEUM: Dist. Ct. Affirms Ruling on Gas Station Sale
------------------------------------------------------------
The Hon. J.P. Stadtmueller affirmed the Bankruptcy Court's ruling
authorizing Bulk Petroleum Corp. to sell a gas station.  United
Central Bank took an appeal, asking the District Court to review
whether the Bankruptcy Court erred in overruling UCB's objection
to the use of sale proceeds to pay delinquent real estate taxes on
the property.  UCB argues that the payment of delinquent real
estate taxes on the Station 2779 property should not be paid out
of the sale proceeds, prior to allocation of the net proceeds to
UCB, but rather should be remitted by Bulk.

Judge Stadtmueller said he found no error on the part of the
Bankruptcy Court.  According to Judge Stadtmueller, "though UCB
may have implied that Bulk did not adequately perform a fiduciary
duty, it never asked the bankruptcy court for specific redress of
a breach of duty, and the bankruptcy court, accordingly, did not
decide any such issue.  Thus, there is no order or other decision
by the bankruptcy court on actual liability for breach of
fiduciary duty and, therefore, to the extent UCB argues the issue
before this court, the court is without authority to decide it."

The case is UNITED CENTRAL BANK, Appellant, v. BULK PETROLEUM
CORP., PASH TAMANG and T MINIMART, INC., and OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, Appellees, Case No. 10-621 (E.D. Wis.), and a
copy of Judge Stadtmueller's Oct. 29 Memorandum Opinion is
available at http://is.gd/hZejNfrom Leagle.com.

                     About Bulk Petroleum

Mequon, Wisonsin-based Bulk Petroleum Corp. supplies gasoline to
over 200 gas stations throughout the Midwest.  It buys gasoline
from oil companies and then sells it to individual gas stations.
The company sought Chapter 11 protection (Bankr. E.D. Wis. Case
No. 09-21782) on February 18, 2009.  Jerome R. Kerkman, Esq.,
at Kerkman & Dunn in Milwaukee, Wis., assists the company in its
restructuring effort.  The Company estimated $50 million to
$100 million in assets and $50 million to $100 million in debts
when it sought chapter 11 protection.

Bulk Petroleum's debtor-affiliates that filed separate Chapter 11
petitions include Charanjeet Illinois Stations No. 6, Inc.,
Darshan's Wisconsin Stations Eight, LLC, Gurpal Wisconsin
Stations, LLC, Interstate Petroleum Products, Inc., Rakhra
Wisconsin E-Z Go Stations Three, Inc., and Sartaj"s Illinois Nine,
LLC.


CDW CORPORATION: Moody's Assigns 'B2' Rating on Senior Loan
-----------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD-3, 37%) rating to CDW
Corporation's proposed senior secured extended term loan maturing
2017 and $300 million senior secured notes due 2018.  All other
CDW ratings remained unchanged and the outlook is stable.  These
actions follow the company's recently launched proposed amendment
of its existing credit agreement.  The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transactions as advised to
Moody's.  The extended term loan and senior secured notes ratings
are also contingent on passage of the amendment.

These new ratings and assessments were assigned:

* Up to $2.2 Billion Senior Secured Extended Term Loan B due 2017
  -- B2 (LGD-3, 37%)

* $300 Million Senior Secured Notes due 2018 -- B2 (LGD-3, 37%)

                        Ratings Rationale

The proposed amendment is designed to extend the maturity date of
a portion or all of the company's existing $2.2 billion term loan
as well as give CDW the ability to issue senior secured notes.
The extended term loan and senior secured notes will benefit from
the same collateral package as the existing term loan (i.e., first
priority lien on PP&E and other tangible assets plus a second
priority lien on the ABL collateral).  Proceeds from the secured
notes will be used to reduce the existing term loan.  Any
remaining amount of the term loan not extended will mature at the
pre-existing maturity date.  As a result of the two proposed
transactions, Moody's expect the company's annual interest expense
to increase slightly.

CDW's B3 corporate family rating continues to reflect the
company's extremely large debt load.  CDW's high financial
leverage, weak credit protection measures as well as limited
financial covenants are negative factors weighing heavily on the
rating.  However, relatively consistent profitability demonstrated
during business downturns tempers this concern.  Additional
factors captured in the CFR include CDW's modest operating
margins, significant vendor concentration, CDW's lack of exposure
to large international markets experiencing relatively higher
growth rates, exposure to the SMB (small and medium-sized
business) segment and revenue correlation to macro-economic
cycles.

The rating is supported by CDW's position as a leading direct
marketer of IT solutions with a history of market share gains,
good demand visibility and diversified customer base across market
verticals.  CDW has favorable prospects for continued market share
gains due to its broad product offering relative to smaller VARs,
potential migration of business to CDW as vendors consolidate
channel partners and the company's improvement in customer
penetration.  Notably, CDW exhibited relative earnings stability
and positive free cash flow generation during the recent industry
downturn, and reduced adjusted total debt to EBITDA from 10.9x at
the time of the LBO to 7.9x as of LTM 9/30/10.

The stable rating outlook reflects CDW's relatively consistent
revenue stream from the public sector (approximately 41% of LTM
revenues) and Moody's expectations for the continuation of stable
vendor/customer relationships.  Given the CDW's $4.2 billion of
net debt and modest FCF generation, Moody's does not expect the
company to substantially repay debt over the next 12 -- 18 months.
Maintenance of the stable outlook is predicated on cautious cash
management and stable margins as a result of conservative
financial and operating strategies.

The last rating action was on November 29, 2007, when Moody's
initially assigned the B3 CFR and stable outlook.

CDW Corporation, headquartered in Vernon Hills, Illinois, is a
leading direct marketer and value-added reseller of multi-branded
information technology products and value-added services in the
U.S. and Canada.  On October 12, 2007, the company was acquired by
private equity sponsors, Madison Dearborn Partners, LLC and
Providence Equity Partners Inc. in a public-to-private company LBO
transaction valued at $7.55 billion.  Revenues for the twelve
months ended September 30, 2010, were $8.5 billion.


CDW LLC: S&P Assigns 'B-' Senior Rating on Proposed Loan B
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
senior secured rating and '3' recovery rating to Vernon Hills,
Ill.-based CDW LLC's proposed extended term loan B due 2017, and
to the proposed $300 million senior secured notes due 2018.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50%-70%) recovery of principal in the event of payment default.
The company intends to use proceeds of the extended term loan and
new notes to partially repay the existing secured term debt due
2014.

"The ratings on CDW," said Standard & Poor's credit analyst Molly
Toll-Reed, "reflect S&P's expectation that an improved North
American IT spending environment and consistent profitability will
lead to a strengthening in its currently very leveraged financial
profile in the near term, despite highly competitive industry
conditions and lingering economic uncertainty."

The proposed debt transactions do not affect the 'B-' long-term
corporate credit rating, as S&P does not expect any change in
total leverage.  The positive outlook reflects CDW's consistently
profitable history and improving financial profile.  Sustained
leverage below 7.5x could lead to higher ratings in the near term.

                           Ratings List

                             CDW LLC

         Corporate Credit Rating           B-/Positive/--

                           New Ratings

                             CDW LLC

                Proposed extended term loan B     B-
                   due 2017
                  Recovery Rating                 3

                Proposed $300 mil senior secured  B-
                   notes due 2018
                  Recovery Rating                 3


CEQUEL COMMUNICATIONS: NPG Cable Deal Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said Cequel Communications Holdings I,
LLC's announcement that its subsidiary Cequel Communications, LLC,
has agreed to purchase NPG Cable, Inc., and its subsidiaries from
News-Press & Gazette Co. for approximately $350 million will not
affect the company's ratings, including its B1 Corporate Family
Rating.

The last rating action on Cequel Communications Holdings I, LLC,
was the assignment of a B3 rating to the company's $600 million
issuance (as upsized from initially planned $500 million offering)
of 8.625% senior unsecured notes due 2017 on April 29, 2010.

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 1.2 million video subscribers (1.3 million customer
relationships).  The company provides digital TV, high-speed
Internet and telephone services for the home and office and
generated revenues of approximately $1.65 billion for the twelve
months ended September 30, 2010.


CHEMTURA CORP: To Pay $800,000 for Pentair Product Liability Suit
-----------------------------------------------------------------
Bankruptcy Law360 reports that Chemtura Corp., which recently
emerged from bankruptcy, will pay nearly $800,000 to cover Pentair
Water Pool and Spa Inc.'s legal costs in a product liability suit
over defective pool filters, drawing from a $2 million reserve set
aside during bankruptcy proceedings.

                        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.


CHINA DU KANG: Sept. 30 Balance Sheet Upside-Down by $7-Mil.
------------------------------------------------------------
China Du Kang Co., Ltd., filed its quarterly report on Form 10-Q,
reporting net income of $430 for the three months ended September
30, 2010, compared with net income of $181,512 for the same period
last year.  Total revenue was $585,454 for the third quarter of
2010, compared with $791,647 in the same period in 2009.

The Company's balance sheet at September 30, 2010, showed
$12,356,303 in total assets, $19,370,309 in total liabilities, and
a $7,014,006 shareholders' deficit.

As reported by the Troubled Company Reporter on August 25, 2010,
Keith Z. Zhen, CPA, in Brooklyn, N.Y., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditor noted that
the Company has incurred operating losses in 2009 and 2008 and has
a working capital deficiency and shareholders' deficiency as of
December 31, 2009.

In the Form 10-Q, China Du Kang said, "The Company had an
accumulated deficit of $17,226,068 at September 30, 2010, that
includes losses of $170,322 for the nine months ended September
30, 2010, and $460,263 for the year ended December 31, 2009.  In
addition, the Company had a working capital deficiency of
$12,520,638 and a shareholders' deficiency of $7,014,006 at
September 30, 2010.  These factors raise substantial doubt about
its ability to continue as a going concern."

The management has taken steps to revise the Company's operating
and financial requirements.  The Company is actively pursuing
additional funding and a potential merger or acquisition candidate
and strategic partners, which would enhance owners' investment.
However, there can be no assurance that sufficient funds required
during the next year or thereafter will be generated from
operations or that funds will be available from external sources
such as debt or equity financings or other potential sources.  The
lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail
or cease operations and would, therefore, have a material adverse
effect on its business.  Furthermore, there can be no assurance
that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive
effect on the Company's existing stockholders.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?7025

                        About China Du Kang

Headquartered in Shaanxi, PRC, China Du Kang Co., Ltd. (OTC: CDKG)
was incorporated as U.S. Power Systems, Inc. in the State of
Nevada on January 16, 1987.  The Company manufactures, sells,
licenses and distributes a proprietary line of white wines that
are generally known in China under the heading Du Kang.  Du Kang
is a generic description, like "vodka" or "merlot" and is one of
the most famous Chinese white wine brands.


CHINATEL GROUP: ZTE to Provide Unit with Equipment in Peru
----------------------------------------------------------
ChinaTel Group Inc. announced that its subsidiary Perusat S.A. has
finalized a contract for ZTE Corporation to provide Perusat
equipment and services for its deployment of a wireless broadband
telecommunications network in Peru.

Perusat has contracted ZTE to become its exclusive supplier of
infrastructure equipment, consumer terminals, and engineering and
management services for the wireless broadband network Perusat is
deploying in Peru.  The total value of the contract is expected to
be approximately $48 million over the next seven years.  The
purchase orders for the first phase have a value of $6.98 million.
ZTE is financing 85% of the cost of infrastructure equipment
covered in the phase one purchase orders.  National banks in China
with whom ZTE has relationships are expected to finance future
equipment orders, also at 85%.

"We are excited about our partnership with ZTE and its ability to
fully deliver broadband equipment and end-to-end network
solutions," said ChinaTel's CEO George Alvarez. "ZTE has the
foresight to create equipment solutions that will migrate from the
current WiMAX 802.16e protocol to 802.16m, to TD-LTE, or dual band
16m and LTE."  ChinaTel's President, Colin Tay, added: "Our
relationship with ZTE strengthens our plan to be at the forefront
of delivering advanced internet technologies across the globe as
we continue to build our infrastructure in emerging markets like
China and Peru."

The first phase of deployment is scheduled to be completed by
approximately May 2011.  Perusat's sales and marketing effort will
go hand in hand with deployment, and ChinaTel expects to have
subscribers enrolled such that the technical and commercial launch
of the network will occur simultaneously.  Perusat will expand
capacity in each market as subscriber demand dictates.  By virtue
of Perusat's status as a 95% subsidiary, the results of operations
and subscriber revenues generated by the Perusat network will be
reflected on ChinaTel's consolidated financial statements.

                         About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at June 30, 2010, showed $8.9 million
in total assets, $26.2 million in total liabilities, and a
stockholders' deficit of $17.3 million.

Mendoza Berger & Company, LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.


CHRYSLER LLC: To Hire 1,000 Engineers, Executive Says
-----------------------------------------------------
Jeff Bennett, writing for Dow Jones Newswires, reports that a
Chrysler Group LLC executive said Tuesday the carmaker plans to
hire 1,000 engineers and other high-tech workers over the next
four months as it expands small and midsized car development.  Dow
Jones notes the hiring plan comes after several waves of job cuts
over the last three years at Chrysler.

Dow Jones reports Lisa Wicker, Chrysler's recruiting chief said
about 60% of the hires will be employed directly by Chrysler,
while 40% will work through various contract agencies.  Most will
be employed at the company's headquarters in Auburn Hills,
Michigan, she said.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20%
equity interest in Chrysler Group.

Dow Jones reports that the U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.  Those
loans are to be repaid with the proceeds of the bankruptcy
estate's liquidation.


CINCINNATI BELL: John Burns Steps Down as CBTS President
--------------------------------------------------------
John Burns has resigned as president of CBTS, a division of
Cincinnati Bell, Inc., to pursue other interests.  Ted Torbeck,
president and general manager of Cincinnati Bell Communications,
will assume responsibility for the operations of CBTS, a
Cincinnati-based provider of data center colocation, managed
services, and IT equipment.  With this change, all Cincinnati-
based operations will report to Mr. Torbeck.

CyrusOne, a data center colocation company in Texas that
Cincinnati Bell acquired in June 2010, will continue to be led by
Dave Ferdman, its president.  All existing data center colocation
operations outside of Cincinnati will report to Mr. Ferdman.

Cincinnati Bell would like to thank John Burns for his many years
of service and contributions to the company.

                      About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

The Company's balance sheet at June 30, 2010, showed $2.60 billion
in total assets, $3.22 billion in total liabilities, and
a $642.90 million stockholders' deficit.

                          *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.

In June 2010, when Fitch Ratings downgraded the Issuer Default
Rating to 'B' from 'B+', the rating agency said, "The downgrade
reflects the increase in financial and business risk caused by
Cincinnati Bell's acquisition of privately held data center
operator CyrusOne Networks, LLC, as well as a potentially more
aggressive strategy on the part of CBB to expand its data center
business."

Fitch Ratings has issued its Recovery Rating review of the U.S. &
Canada Telecommunications and Cable 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.


CLOVERLEAF ENTERPRISES: James Murphy Cleared as Ch. 11 Trustee
--------------------------------------------------------------
The Hon. Paul Mannes overruled an objection to the U.S. Trustee's
appointment of James J. Murphy as Chapter 11 Trustee of Cloverleaf
Enterprises, Inc.

The Debtor had opposed, noting conflict of interest created by Mr.
Murphy's simultaneous representation of multiple Levy Family
Trusts.  Mr. Murphy also had a close working relationship in the
past with Lawrence D. Coppel, Esq., the attorney for The Maryland
Jockey Club of Baltimore City, Inc., Laurel Racing Association
Limited Partnership, and The Maryland Horse Breeders' Association,
Inc, which entities joined in a motion filed by Mr. Coppel to
convert the Debtor's case to a case under Chapter 7 or to appoint
a Chapter 11 Trustee.

In October 2010, Mr. Murphy resigned as trustee of the Levy Family
Trusts.

Judge Mannes, however, noted Mr. Murphy is "in a delicate
situation akin to that of Caesar's wife.  Every action on his part
will be subject to scrutiny particularly in the light of his past
association with the Debtor's principal adversaries and their
counsel."

According to Judge Mannes, "the United States Trustee could have
avoided this situation by selecting one of the other qualified
parties located for this position, but it elected not to do so.
The court assumes that the United States Trustee has received
assurances from Mr. Murphy that he is well informed of his
fiduciary responsibilities and that he will not be affected by his
past loyalties and connections."

A copy of Judge Mannes' Memorandum of Decision, dated November 24,
2010, is available at http://is.gd/hYNn7from Leagle.com.

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.  In
April, Judge Paul Mannes denied a motion to sell the assets,
saying the sale "primarily benefits" the track's sole shareholder.
The Company's operations were halted in June 2010.


COMPLIANCE SYSTEMS: Defaults Under Agile Debentures
---------------------------------------------------
On November 18, 2010, Compliance Systems Corporation received a
notice from Agile Opportunity Fund LLC, the owner of record of two
Secured Convertible Debentures of the company in the aggregate
principal amount of $1.94 million, that Agile has declared the
Company to be in default under the Agile Debentures.

The Company said, "The default relates to our failure to make
interest payments under the Agile Debentures.  The amount of
accrued and unpaid interest due under the Agile Notes is $281,939,
as of October 31, 2010, the most recent interest payment date
under the Agile Debentures.  We have five business days in which
to cure such default and, if we fail to so cure the default, an
Event of Default will be deemed to have occurred.  Upon the
occurrence of an Event of Default, the interest rate on the Agile
Debentures increases to 24.99% per annum from 20% per annum.

"Our obligations under the Agile Debentures are secured by all of
our assets pursuant to an Amended and Restated Security Agreement,
dated as of February 9, 2010, we entered into with Agile.
Accordingly, upon the occurrence of an Event of Default, Agile is
entitled to enforce its rights as a secured lender, including the
right to foreclose on all of our assets up to the amount owing
under the Agile Debentures.  We do not believe that the value of
our assets subject to foreclosure by Agile is equal to or exceeds
the amount owing under the Agile Debentures," noted the Company.

The Agile Debentures consist of two separate secured convertible
debentures.  The first, issued as of February 9, 2010, is in the
principal amount of $1.765 million and was issued pursuant to
Amended and Restated Securities Purchase Agreement, dated as of
February 5, 2010, among Agile, us and others; and the second,
issued on July 1, 2010, is in the principal amount of $175,000 and
was issued pursuant to an Omnibus Amendment and Securities
Purchase Agreement, dated as of July 1, 2010, between the
Corporation and Agile.

Dean Garfinkel, currently the Company's president and chief
executive officer, Barry Brookstein, currently our chief financial
officer, and Spirits Management, Inc., a company in which Mr.
Brookstein is the sole officer and stockholder, each granted Agile
a limited non-recourse guaranty with respect to the amounts due
under the Agile Debentures.  Such non-recourse guarantees are
limited to preferred stock of our company held by the guarantors.
The preferred stock subject to the limited guarantees consists of:

   * 200,000 shares of our Series A Senior Convertible Voting Non-
     Redeemable Preferred Stock, 500,000 shares of Series B Senior
     Subordinated Convertible Voting Redeemable Preferred Stock
     and 406,992 shares of Series C Senior Subordinated
     Convertible Voting Redeemable Preferred Stock owned by Mr.
     Brookstein;

   * 466,750 shares of Series C preferred Stock owned by Mr.
     Garfinkel; and

   * 750,000 shares of Series B Preferred Stock and 450,601 shares
     of Series C Preferred Stock owned by Spirits Management, Inc.

At the current exchange rate, the preferred stock subject to the
non-recourse guarantees is convertible into a total of 282,855,707
shares of the Company's common stock.

                     About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.

The Company's balance sheet at Sept. 30, 2010, showed
$1.46 million in total assets, $5.03 million in total
liabilities, and a stockholders' deficit of $3.56 million.


COMPTON PETROLEUM: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B' long-
term corporate credit rating on Compton Petroleum Corp.  At the
same time, Standard & Poor's withdrew its 'B-' senior unsecured
rating and '5' recovery rating on subsidiary Compton Petroleum
Finance Corp.'s US$193.5 million senior unsecured notes.

S&P withdrew the ratings at the company's request.


CONVERGEX HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and stable rating outlook of ConvergEx Holdings LLC reflecting the
adequacy of its operating performance and debt service capacity.
Moody's also expects to assign B1 and B2 ratings to a $610 million
first-lien and a $140 million second-lien term loans respectively,
to be co-issued and cross-guaranteed by ConvergEx's subsidiaries,
BNY ConvergEx Group LLC and EZE Castle Software Inc., to refinance
all existing indebtedness.

Moody's expects ConvergEx's cash-flow leverage (as measured by
debt/EBITDA) to be at or less than 5.0x for 2010.  This is higher
than the range of 4.1x -- 4.7x that Moody's anticipated earlier in
the year, reflecting cyclically lower execution revenues.  Moody's
continues to expect ConvergEx's cash-flow leverage to be closer to
4.0x in 2011 based on stronger contribution from recent
acquisitions, lower company-wide expenses and a possible recovery
in trading volumes.  This expectation, combined with solidly
positive free cash flow, lends support to the current B1 rating
and stable outlook.

Moody's also noted that ConvergEx's announced recapitalization is
supportive of its credit because it would reduce interest costs
and extend the maturity of its debt.  Despite the greater
financial flexibility afforded by this, however, any significant
upward rating pressure would have to be preceded by debt pay down
beyond mandatory amortization and excess cash-flow sweep.

Conversely, given ConvergEx's already high level of cash-flow
leverage, its ratings could be downgraded if debt/EBITDA exceeded
and was expected to remain at more than 5.0x.

Subject to its review of final loan documentation, Moody's expects
to assign these ratings:

BNY ConvergEx Group LLC and EZE Castle Software Inc:

* $610 Million 6-Year First-Lien Term Loan -- B1
* $100 Million 5-Year First-Lien Revolving Credit Facility -- B1
* $140 Million 7-Year Second-Lien Term Loan -- B2

The outlook on all the ratings is stable.

ConvergEx Holdings LLC, headquartered in New York City, New York,
is a global agency brokerage and technology company.

The last rating action on ConvergEx was on January 8, 2009, when
the corporate family rating was upgraded to B1 from B2.


COUNTRYVIEW MHC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Countryview MHC Limited Partnership
        875 N. Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-52722

Chapter 11 Petition Date: November 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Eugene Crane, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: ecrane@craneheyman.com

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

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

The petition was signed by Richard J. Klarchek, designated
representative.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Franklin                   --                      $24,125
P.O. Box 697
Franklin, IN 46131-0697

Lynns Transports & Service         --                      $10,716
4946 Old Smith Valley Road
Greenwood, IN 46143

MB Financial Bank                  --                      $10,006
P.O. Box 790408
Saint Louis, MO 63179-0408

Heartland Ready Mix                --                       $7,919

WR Johnson Enterprises             --                       $4,823

Indiana American Water             --                       $3,605

Suburban Glass Service, Inc.       --                       $2,063

Clean Quest                        --                       $1,800

First Advantage Saferent           --                       $1,446

Barger Contracting                 --                       $1,407

Duke Energy                        Accts Ending             $1,325

Republic Services                  --                       $1,296

Peters & Steel, LLC                --                         $981

Mister Quik Home Services          --                         $904

Great American Business Products   --                         $832

Artesian Water Laboratory          --                         $719

In the Swim                        --                         $573

CenturyLink                        --                         $453

Commercial Sewer Cleaning Co.      --                         $435

Nelson Alarm Company               --                         $420


CPI INTERNATIONAL: Veritas Deal Won't Affect Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service said CPI International, Inc.'s
announcement that it has signed a definitive merger agreement
under which it will be acquired by an affiliate of Veritas Capital
Fund IV for $19.50 per share in cash does not currently affect the
B1 corporate family rating, nor the existing ratings.  The ratings
outlook remains stable.  The transaction will likely trigger
change of control provisions in the rated bank loans and bonds.
Upon completion of the merger and full repayment of rated debt,
the ratings will be withdrawn.

The last rating action was on July 24, 2007, when Moody's upgraded
CPII's corporate family rating to B1 from B2.  The most recent
credit opinion was updated on June 2, 2009.

CPI International, Inc., the parent company of Communications &
Power Industries, Inc., is a leading manufacturer and distributor
of vacuum electron devices and related equipment for defense and
commercial applications requiring high power and/or high frequency
energy generation.


CYTOCORE INC: Posts $538,000 Net Loss in September 30 Quarter
-------------------------------------------------------------
CytoCore Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $538,000 on $8,000 of revenue for the three months
ended September 30, 2010, compared with a net loss of $610,000 on
$5,000 of revenue for the same period a year ago.

The Company has an accumulated deficit of $96.7 million as of
September 30, 2010.  At September 30, 2010, the Company had cash
on hand totaling $6,000, and does not have sufficient cash on hand
to fund its operations.

The Company's balance sheet as of September 30, 2010, showed
$2.6 million in total assets, $5.7 million in total liabilities,
all current and a stockholders' deficit of $3.1 million.

L J Soldinger Associates LLC, in Dear Park, Illinois, expressed
substantial doubt about CytoCore Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's recurring losses from
operations and resulting dependence upon access to additional
external financing.

                      About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer.  CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore Solutions(TM)
System and related image analysis platform.  The CytoCore
Solutions(TM) System and associated products are intended to
detect cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.


DELTA MUTUAL: Posts $3,400 Net Loss in September 30 Quarter
-----------------------------------------------------------
Delta Mutual, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3,436 on $0 revenue for the three months
ended September 30, 2010, compared with a net loss of $426,611 on
$14,458 of revenue for the same period last year.

The Company has a past history of recurring losses from operations
and has an accumulated deficit of $4,083,990 and working capital
deficiency of $705,730 as of September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$2,258,862 in total assets, $1,051,628 in total liabilities, and
stockholders' equity of $1,207,234.

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

               http://researcharchives.com/t/s?7020

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Delta Mutual, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has an accumulated
deficit of $3,580,837 and working capital deficiency of $967,042
as of December 31, 2009, and is not generating sufficient cash
flows to meet its regular working capital requirements.

                        About Delta Mutual

Scottsdale, Ariz.-based Delta Mutual, Inc. (OTCBB: DLTZ)
-- http://www.deltamutual.com/-- is continuing its investment in
the energy field and is currently in the process of opening oil
wells in the Guemes area of Salta in Argentina and has partnered
with major oil and gas companies to increase its presence and
asset producing properties.


DOMTAR CORPORATION: DBRS Upgrades Issuer Rating to 'BB'
-------------------------------------------------------
DBRS has upgraded the Issuer Rating of Domtar Corporation (Domtar or the
Company) to BB (high) from BB and its Senior Unsecured Notes rating to
BB (high) from BB (low).  DBRS has also upgraded the rating of Domtar
Inc. to BB (high) from BB (low).  The trends on the ratings are Stable.
The upgrade of Domtar's Issuer Rating reflects the Company's progress in
de-leveraging its balance sheet and strengthening its financial profile.
In addition, the Company has strengthened its business risk profile by
rightsizing its manufacturing footprint and improving its cost
competitiveness.  In the next 12 to 18 months, DBRS expects the
Company's operating results to stabilize near current levels amid a
slow recovery in the general economy.  Unless the Company generates
operating results well above our expectations and significantly
strengthens its financial profile from current levels, the ratings will
remain unchanged in the near term. Pursuant to the "DBRS Rating
Methodology for Leveraged Finance," a recovery rating of RR1 (90% to
100% recovery) has been assigned to the Company's Senior Secured Credit
Facility, which results in the BBB (low) instrument rating, and recovery
ratings of RR2 (70% to 90% recovery) have been assigned to the Company's
Senior Unsecured Notes and to Domtar Inc.'s Unsecured Notes and
Debentures, which result in BB (high) instrument ratings.

The Company took a number of actions to strengthen its business profile
in 2009: (1) Domtar rationalized capacity aggressively, shutting down
mills to reduce production capacity in both paper and pulp to match
market demand; (2) the Company implemented initiatives to reduce costs
and increase productivity; (3) the Company is repositioning its assets
to improve returns by converting mills to make more profitable products
(e.g., fluff pulp); and (4) the Company sharpened its focus on financial
discipline and strengthened its balance sheet through debt reduction.
The benefits from Domtar's actions to improve its cost structure and
operating efficiencies helped moderate the impact of the adverse
economic and market conditions and limit the decline in profitability in
2009.

Additionally, the improved operating leverage allowed the Company to
benefit from much higher margins when product prices improved in 2010.
The Company has reported strong operating results, particularly in the
first nine months of 2010, well above expectations.  However, with the
uncertainties in the global pulp markets, it will be a challenge for
Domtar to maintain its strong performance in Q4 2010.  Nevertheless,
DBRS believes that the low point of the current cycle has passed,
although the pace of recovery in the economy remains slow and operating
performance at Domtar is expected to remain stable in the near term.

To improve its operating leverage, the Company has also done a good job
strengthening its financial position.  Strong cash flow from operations,
tight control over capital expenditures and initiatives to reduce
working capital contributed to a large increase in free cash flow in
2009 and the first nine months of 2010, which the Company used to pay
down debt.  The balance sheet is moderately leveraged and manageable for
a company in a volatile industry.

Domtar has made good progress in rightsizing its production footprint
and increasing its cost competitiveness.  The recent sale of its less
profitable Wood segment, completed on June 30, 2010, is another positive
freeing up of the Company's resources (both management and financial)
for the two remaining segments: Papers and Paper Merchants. However, the
Company continues to face structural decline in the demand for paper and
uncertain conditions in the global pulp market.  New mills in Latin
America have recently added to the global supply of pulp and increased
the volatility of pulp prices.  Although the Company is better
positioned to handle the structural decline in the demand for paper,
ongoing focus to align production and demand remains critical to avoid
the costly "lack-of-orders" downtime.  DBRS expects the Company's
financial profile to remain stable, and the ratings are not likely to
change in the near term.

Pursuant to its rating methodology for leveraged finance, DBRS has
created a default scenario for Domtar in order to analyze when and under
what circumstances a default could hypothetically occur and the
potential recovery of the Company's debt in the event of such default.
The scenario assumes that the U.S. economy fails to recover and falls
into a recession again in 2011.  This would accelerate the decline in
demand for paper.  In addition, the scenario assumes a double-dip
recession the United States causes a sharp slowdown in the global
economy and the demand for pulp.  Moreover, it is assumed that the
Canadian dollar remains high relative to the U.S. dollar in 2011.  Under
this scenario, the Company would exhaust its liquidity in late 2012.
DBRS has determined Domtar's estimated value at default using an EBITDA
multiple valuation approach, which is consistent with the view that
default would likely result in the restructuring and/or recapitalization
of the Company as a going-concern operation rather than the sale of its
individual assets.  EBITDA multiples used were applied to cyclically
normalized EBITDA at default as opposed to the actual low EBITDA values
expected at the time of default, reflecting the forward-looking nature
of the valuation.  The valuation considers the issuer and the specific
debt instruments, allocating value proceeds accordingly.  DBRS has
forecast the economic value of the components of the enterprise at
approximately $350 million, using a 4.0 times (x) multiple of normalized
EBITDA for Domtar.  Based on this default scenario, DBRS believes the
secured debtholders would recover 100% of the principal and has
therefore assigned a recovery rating of RR1.  Conversely, the unsecured
debtholders would only recover about 77% of the principal, resulting in
a recovery rating of RR2.


DYNAVAX TECHNOLOGIES: Amends Contracts with CEO and President
-------------------------------------------------------------
Effective on November 22, 2010, Dino Dina, M.D., chief executive
officer of Dynavax Technologies Corporation, and J. Tyler Martin,
M.D., the Company's president, entered into amended and restated
Management Continuity and Severance Agreements dated as of
November 12, 2010.

The Agreements provide that Drs. Dina and Martin will receive
annual base salaries of $408,000 and $375,000, respectively, and
will be eligible to earn an annual bonus of up to $244,800 and
$206,250, respectively.  Dr. Dina is also eligible for
reimbursement of legal fees incurred in negotiating his Agreement,
up to $15,000.  In addition, the Agreements provide for severance
payments and benefits to each Executive upon termination of
employment under certain circumstances, including a change of
control of the Company.

A full-text copy of the Dina Agreement is available for free at
http://ResearchArchives.com/t/s?7012

A full-text copy of the Martin Agreement is available for free at
http://ResearchArchives.com/t/s?7013

                    About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

As of September 30, 2010, the Company had $61,790,000 in total
assets; $21,026,000 total current liabilities, $6,012,000 deferred
revenue, $10,540,000 long-term note payable to holdings, $944,000
long-term contingent liability to holdings, and $60,000 other
long-term liabilities and $23,208,000 in stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations since its inception.


EASTON-BELL SPORTS: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Calif.-based Easton-Bell Sports Inc. to
'B' from 'B-'.  The outlook is stable.

In addition, S&P raised the issue-level rating on Easton-Bell's
senior secured notes due 2016 to 'B-' from 'CCC+'.  The recovery
rating remains '5', which indicates S&P's expectation of modest
(10% to 30%) recovery for debt holders in the event of payment
default.

"The higher rating reflects the company's adequate liquidity and
strengthening of credit measures due to modest profit recovery and
debt reduction over the past year," said Standard & Poor's credit
analyst Jacqueline Hui.  Despite some strengthening of credit
measures, leverage remains high and the 'B' rating on Easton-Bell
reflects S&P's view of a highly leveraged financial risk profile
and favorable market position in a competitive sporting goods
industry, which S&P believes supports a weak business risk
profile.  Other business risk factors include the company's
reliance on consumer and institutional spending and limited
geographical diversity.

Easton-Bell, is a strong competitor in the sporting goods
industry, specializing in protective head gear and performance
products.  The company has well-recognized brand names, strong No.
1 or No. 2 positions, and solid market shares in select product
categories, including cycling helmets (Bell and Giro), football
helmets/shoulder pads (Riddell), baseball/softball bats (Easton),
and hockey sticks and skates (Easton).  In general, Easton-Bell's
products tend to be higher-end, premium offerings, and sales have
dropped in recessionary periods because of reduced demand and
trade down to less expensive options, in particular with respect
to aluminum/composite baseball bats.

The company is vulnerable to local governments or athletic
organizations' (such as National Collegiate Athletic Association)
changing guidelines related to the use of nonwood baseball bats
from play due to safety reasons and the outright ban of nonwood
baseball bat use, though this remains a remote risk for the
company.  Moreover, recent public focus on football concussions
could result in higher product liability and insurance costs,
though Standard & Poor's notes that the company's more recent
claims activity has improved substantially compared with earlier
in the decade.  The company's product liability insurance coverage
totals about $43 million.

The company's operating performance deteriorated in 2009 due to
the very weak global economy but has improved in the recent
quarters.  Net sales increased 5.2% in the trailing 12 months
ended Oct. 2, 2010, and increased 10.2% in the quarter ended
Oct. 2, 2010, compared with last year.  Adjusted EBITDA margin
has modestly recovered to 11.9% in the trailing 12 months ended
Oct. 2, 2010, compared with 11.5% in the same prior year period
due to lower sourced product costs, and lower returns and write-
downs of mass channel products.  Margins may be pressured from
higher commodity costs next year and S&P expects EBITDA margin to
be about 11% next year.

The outlook is stable.  S&P expects Easton-Bell will be able to
maintain adequate liquidity and credit metrics near its current
levels in the near term.  S&P could consider a downgrade if
liquidity materially weakens, which could occur if soft global
economic conditions persist and weaken the company's operating
performance, and if leverage reaches over 8.5x.  S&P estimates
this could occur if EBITDA decreases 11% (assuming debt levels do
not materially change from current levels).  Alternatively,
although unlikely, S&P could consider an upgrade, if sales growth
and increased margins are sustained, and leverage declines to less
than 5.5x, which S&P estimates could occur if EBITDA increases
38% (assuming debt levels do not materially change form current
levels).


ECOSPHERE TECHNOLOGIES: Posts $605,400 Net Loss in Q3 2010
----------------------------------------------------------
Ecosphere Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss $605,404 on $2,188,534 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1,093,045 on $357,076 of revenue for the same period last
year.

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).

The Company's balance sheet at September 30, 2010, showed
$9.7 million in total assets, $7.1 million in total liabilities,
$1.1 million in redeemable convertible cumulative preferred stock
series A, $2.7 million in redeemable convertible cumulative
preferred stock series B, and a stockholders' deficit of
$1.18 million.

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.

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

               http://researcharchives.com/t/s?701c

                   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.


ENERGYCONNECT GROUP: CarePayment Owns 18.75 Million Shares
----------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission
dated November 26, 2010, CarePayment, LLC, disclosed that it
beneficially owns 18,750,000 shares of EnergyConnect Group Inc.
common stock.  The shares were contributed to CarePayment by its
parent company, Aequitas Commercial Finance, LLC.  Therefore, ACF
continues to own these shares indirectly, through its wholly-owned
subsidiary, CarePayment LLC.

According to the Company's latest Form 10-Q, there are 133,102,130
shares issued and outstanding at October 2, 2010.

                     About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

The Company's balance sheet at July 3, 2010, showed $13.95 million
in total assets, $8.40 million in total current liabilities,
$3.64 million in long-term liabilities, and $1.91 million in
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


EQUIVEST ST. THOMAS: V.I. Court Dismisses Suit vs. Ex-Managers
--------------------------------------------------------------
The Hon. Judith K. Fitzgerald dismissed BOARD OF DIRECTORS,
BLUEBEARD'S CASTLE HILLTOP VILLA CONDOMINIUM ASSOCIATION, an
unincorporated association in its own behalf and on behalf of its
members, et al., Plaintiffs, v. JOHN CAVANAUGH and WILLIAM F.
REIGHLEY, Defendants, (Bankr. D. Virgin Islands Lead Adv. Proc.
No. 07-3004), at the Defendants' behest.

The adversary proceeding was initiated by the Board of Directors
of three condominium associations which represented the owners of
timeshare condominium units at Bluebeard's Castle Resort.  The
Plaintiffs are resorts and timeshare developments located on the
island of St. Thomas in the United States Virgin Islands.  The
Defendants are former equity holders and managers of the Resort.
The Plaintiffs assert various tort claims against the Defendants,
including common law fraud, breach of fiduciary duty, negligence
and developer liability, as well as a claim under the Virgin
Island's Criminally Influenced and Corrupt Organizations Act.

Judge Fitzgerald held that the appropriate statute of limitations
for each of the Plaintiffs' claims has expired, and both the
discovery rule and the doctrine of equitable tolling is
inapplicable in this matter.

A copy of Judge Fitzgerald's Nov. 1 Memorandum Opinion is
available at http://is.gd/hZ90hfrom Leagle.com.

                     About Equivest St. Thomas

Equivest St. Thomas Inc. is headquartered in Orlando, Florida.
The Debtor operates, rents and leases resorts namely Bluebeard's
Castle, Bluebeard's Beach Club Resort and Elysian Beach Resort,
each located in St. Thomas, Virgin Islands.

The Debtor filed for Chapter 11 bankruptcy protection on July 2,
2007 (Bankr. D. Virgin Islands Case No. 07-30011).  Daniel M.
Eliades, Esq., at Forman Holt Eliades & Ravin LLC, and Gregory H.
Hodges, Esq., at Dudley, Topper & Feuerzeig LLP, represented the
Debtor in its restructuring efforts.  The Debtor's amended
schedule disclosed $12,702,117 in assets and $13,808,691 in
liabilities.

The Court confirmed Equivest St. Thomas Inc.'s chapter 11 plan of
reorganization on June 18, 2008, according to Jamie Mason of The
Deal.  The plan, The Deal said, contemplated on paying in cash and
in full the secured claims of the U.S. and Virgin Islands
governments, as well as other creditors, within 30 days of the
effectivity date.  Equivest Finance kept its equity stake in the
Debtor, under the plan.


EXTENDED STAY: To File Omnibus Claims Objections
------------------------------------------------
Extended Stay Inc. asks Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to issue an order
authorizing the filing of omnibus objections to claims.

Extended Stay specifically asks Judge Peck to authorize the new
company formed under the Court-confirmed Chapter 11 Plan, the
Reorganized Debtors, and the litigation trustee or the
administrator of the Reorganized Debtors' restructuring plan to
file omnibus objections to up to 100 claims at a time.

Pursuant to Article VII of the restructuring plan for ESI's 74
debtor affiliates, the responsibility for objecting to claims is
assigned to NewCo, the Reorganized Debtors and the plan
administrator or the litigation trustee.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the filing of a single objection to multiple claims
will ease the administrative burden on the Court and on the
Debtors' estates during the claims reconciliation process.

About 1,700 proofs of claim have been filed in the Chapter 11
cases of ESI's debtor affiliates.  The claims, together with
about 200 additional claims identified in the Debtors' schedules
of assets and liabilities, assert more than $9 billion.

Extended Stay asks Judge Peck to permit the filing of omnibus
objections which seek to reduce, reclassify or disallow (i)
claims that were incorrectly classified; (ii) claims that do not
include sufficient documentation; (iii) claims that seek recovery
of amounts for which the Debtors are not liable or which
contradict their books and records; and (iv) claims that are
objectionable under Section 502(e)(1) of the Bankruptcy Code.

In connection with the proposed filing of omnibus objections,
Extended Stay also seeks a Court ruling extending to:

  (i) February 5, 2011, the deadline for the plan administrator
      to object to the allowance of administrative expense
      claims or priority claims;

  (i) March 7, 2011, the deadline for NewCo or the reorganized
      debtors to object to the allowance of claims for which
      they are responsible for payment as provided in Article II
      of the restructuring plan; and

(iii) March 7, 2011, the deadline for the litigation trustee to
      object to the allowance of general unsecured claims and
      mezzanine facilities claims.

Extended Stay's request will be considered for approval at a
hearing scheduled for December 14, 2010.  Deadline for parties-
in-interest to file objections to the request is December 8.

Judge Peck has issued a bridge order extending the deadline for
the plan administrator to file an omnibus objection until the
entry of an order on Extended Stay's request.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Examiner Seeks Discharge of Duties
-------------------------------------------------
The examiner appointed to investigate the bankruptcy of Extended
Stay Inc. and its affiliated debtors has sought a Court order to
discharge him and his professionals from further duties.

In a motion filed with the Court, Ralph Mabey asks Judge James
Peck to discharge him as well as the professionals he retained
from further duties other than those enumerated in the Court's
August 31, 2010 order.

The August 31 order was issued by Judge Peck to authorize the
implementation of a process in connection with the conclusion of
Mr. Mabey's investigation of Extended Stay.  The Order provides a
means for the orderly transition of the documents collected by
the Examiner during the investigation to a "neutral third-party
vendor" and a procedure governing any requests for future
discovery.

Margreta Morgulas, Esq., at Stutman, Treister & Glatt
Professional Corporation, in Los Angeles, California, says the
Examiner may still participate in any meeting with the litigation
trustee provided that he and his professionals are to be paid for
their fees and reimbursed for their expenses from the litigation
trust created under the Reorganized Debtors' Chapter 11 Plan.

The litigation trust was established pursuant to the
restructuring plan of Extended Stay's affiliated debtors as a
mechanism to preserve alleged claims and to provide funding for
the pursuit of those claims.

In addition, the Examiner asks the Court to approve a uniform
process to govern the proposed payment of his and his
professionals' fees and expenses.

The proposed process provides that:

  -- The Examiner and his professionals may, no more frequently
     than monthly, seek payment of fees and expenses from the
     litigation trust by submitting invoices to the litigation
     trustee, the Official Committee of Unsecured Creditors, and
     CWCapital Asset Management.  A copy of the invoice may also
     be provided to the administrator of the restructuring plan.

  -- The litigation trustee, the Creditors Committee, and
     CWCapital may object to the fees, costs and expenses.  The
     objection will be waived and barred unless it is filed with
     the Court and served on the Examiner or his professional no
     later than 15 days after receipt of the invoice.  The
     objection may be resolved by agreement of the parties or by
     the Court at the next available hearing.

  -- If no objection to the fees and expenses is made within 15
     days, those fees and expenses have to be paid within 30
     days after receipt of the invoice by email.

  -- If there is an objection, the portion of the fees or
     expenses that is unopposed have to be paid within 30 days
     of receipt while the remainder have to be paid within 15
     days after the objection is resolved.

Mr. Mabey was appointed as examiner after various groups threw
allegations of fraud and dishonesty at Lightstone Group LLC
Chairman David Lichtenstein, who led an investment consortium in
acquiring Extended Stay from Blackstone Group LP in 2007.

The groups accused the lenders that funded the acquisition of
inducing Mr. Lichtenstein to put Extended Stay in bankruptcy to
push junior lenders out of the money in return for an
indemnification against $100 million in liabilities, and a $5
million budget to fight claims that might be asserted by junior
lenders.

The Court will consider approval of the request at the hearing
scheduled for December 14, 2010.  Deadline for filing objections
is December 8, 2010.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Starwood Asserts $7.60-Mil. Administrative Claim
---------------------------------------------------------------
A group of investors led by Starwood ESH LLC has filed an
application for the allowance of a $7,629,504 claim.

The claim is on account of fees and expenses, which the Starwood
group supposedly incurred in formulating a bid to sponsor a
bankruptcy restructuring plan for Extended Stay Inc.'s affiliated
debtors.

The Starwood group's bid for Extended Stay's affiliated debtors
lost to a rival bidder led by Centerbridge Partners LP at a
May 27, 2010 auction.  However, under a previous agreement
between Starwood and Extended Stay, the latter is required to pay
the group of its fees and expenses in case another bid was
accepted.

Of the $7,629,504 claim amount, more than $3,300,000 will be paid
to Greenberg Traurig while the rest will be paid to the other
professionals and to the members of the Starwood group.

Starwood group lawyer, Nathan Haynes, Esq., at Greenberg Traurig,
in New York, says the group "substantially contributed" to the
success of the Reorganized Debtors' Chapter 11 cases by
establishing a "substantially higher floor" for bidders at the
auction.

"Through the Starwood consortium's participation in the sale
process, the total enterprise value of the transaction increased
substantially from the original bid reflected in the C/P
Investment Agreement to the $3.925 billion cash bid approved in
connection with the confirmed plan," Mr. Haynes says, referring
to the initial proposal by the Centerbridge group to sponsor the
Extended Stay affiliates' restructuring plan.

The Centerbridge group's initial offer was previously terminated
by Extended Stay after the Starwood group made a better offer,
which provided for an investment of up to $905 million or $450
million higher than the rival group's offer.  Two months before
the auction, the Centerbridge group made another offer which was
eventually selected as the winning bid.

In a related development, Five Mile Capital II SPE ESH LLC, a
member of the Starwood group, filed a separate application to
encompass certain activities undertaken in its individual
capacity.  The application seeks payment of more than $2,500,000
in fees and expenses.

Judge Peck is set to consider approval of Starwood group's
application at the hearing scheduled for January 19, 2011.
Deadline for interested parties to file objections is no later
than January 14.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FAIRVUE CLUB: Amended Plan Fails Feasibility Test
-------------------------------------------------
The Hon. George C. Paine II denied confirmation of the Chapter 11
Amended Plans of Reorganization dated October 4, 2010, in Fairvue
Club Properties, LLC, Foxland Club Properties and Foxland Harbor
FHM, LLC, finding that the plans are not feasible.  According to
Judge Paine, the Debtors cannot prove that their financial
projections are anything more than an unrealistic plan that has
little or no chance of success.  The Court further noted that
confirmation of the Amended Plans would likely be followed by
liquidation or the need for further reorganization pursuant to 11
U.S.C. Sec. 1129(a)(11).

The three Debtors have not been substantively consolidated nor are
the Debtors jointly administered, but the Amended Plan in each
case is identical and proposes a joint reorganization.

American Security Bank & Trust Company objected to confirmation in
all three cases, arguing that (1) the Debtors' plan violates the
"absolute priority rule" found in 11 U.S.C. Sec. 1129B0(2)(B)(i)-
(ii); (2) the plan is not feasible pursuant to 11 U.S.C. Sec.
1129(a)(11); (3) the plan is not fair and equitable as required by
11 U.S.C. Sec. 1129(b)(1); and (4) the plan was not filed in good
faith as required by 11 U.S.C. Sec. 1129(a)(3).

The Amended Plan is a joint plan of three Debtors.  The principal
assets consist of two 18-hole golf courses.  Fairvue Golf Club and
Foxland Golf Club, a Clubhouse with pool and amenities at Fairvue,
and two acres along Old Hickory Lake will be the location of a
future lake FHM.

The complication in the case is that the three real property
lenders have overlapping collateral.  American Security by virtue
of an assignment of the lien of Leon Moore, has a first priority
lien on the Fairvue Golf Club property and a first priority lien
on the Foxland FHM property.  It is not disputed that the American
Security secured claim is fully secured.  However, American
Security does not have a first priority lien on the Fairvue
Clubhouse.  The first priority lien on the Clubhouse is held by
First State Bank.  Wilson Bank, on the other hand, has a first
priority lien on the Foxland Golf Club and an unoccupied mansion
on that property.

Only a pro shop is operated on that golf course.  Because of the
overlapping liens and the fact that the Debtors believe that the
combined value of the Debtors' real property will maximize
revenues, the Debtors assert that it is best to combine their
operations into one Joint Plan.

A copy of Judge Paine's Nov. 2 Memorandum is available at
http://is.gd/hZhr0from Leagle.com.

As reported by the Troubled Company Reporter on November 10, 2010,
Eric Miller at Summer County Publications said First State Bank
made a request to take control of operations at Fairvue Club
Properties after the Bankruptcy Court denied confirmation of the
Chapter 11 plan.

Based in Gallatin, Tennessee Fairvue Club Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.
09-13807) on December 1, 2009.  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP, assists the Debtor in its
restructuring effort.  The Company disclosed $13,287,625 in assets
and $17,215,175 in liabilities as of the Petition Date.

Foxland Harbor Marina LLC filed for Chapter 11 bankruptcy
protection on Dec. 31, 2009 (Bankr. M.D. Tenn. Case No. 09-14911),
listing both assets and debts to be between $1 million and
$10 million.

Foxland Club Properties, LLC, filed for Chapter 11 (Bankr. M.D.
Tenn. Case No. 10-03566) on April 1, 2010, listing both assets and
debts to be between $1 million and $10 million.

Mr. Norton also represents Foxland Harbor and Foxland Club.

The three debtor entities are 100% owned by the Leon Moore 2009
Irrevocable Trust.  Leon Leslie Moore is a chapter 7 debtor.


FOXLAND CLUB: Amended Plan Fails Feasibility Test
-------------------------------------------------
The Hon. George C. Paine II denied confirmation of the Chapter 11
Amended Plans of Reorganization dated October 4, 2010, in Fairvue
Club Properties, LLC, Foxland Club Properties and Foxland Harbor
FHM, LLC, finding that the plans are not feasible.  According to
Judge Paine, the Debtors cannot prove that their financial
projections are anything more than an unrealistic plan that has
little or no chance of success.  The Court further noted that
confirmation of the Amended Plans would likely be followed by
liquidation or the need for further reorganization pursuant to 11
U.S.C. Sec. 1129(a)(11).

The three Debtors have not been substantively consolidated nor are
the Debtors jointly administered, but the Amended Plan in each
case is identical and proposes a joint reorganization.

American Security Bank & Trust Company objected to confirmation in
all three cases, arguing that (1) the Debtors' plan violates the
"absolute priority rule" found in 11 U.S.C. Sec. 1129B0(2)(B)(i)-
(ii); (2) the plan is not feasible pursuant to 11 U.S.C. Sec.
1129(a)(11); (3) the plan is not fair and equitable as required by
11 U.S.C. Sec. 1129(b)(1); and (4) the plan was not filed in good
faith as required by 11 U.S.C. Sec. 1129(a)(3).

The Amended Plan is a joint plan of three Debtors.  The principal
assets consist of two 18-hole golf courses.  Fairvue Golf Club and
Foxland Golf Club, a Clubhouse with pool and amenities at Fairvue,
and two acres along Old Hickory Lake will be the location of a
future lake FHM.

The complication in the case is that the three real property
lenders have overlapping collateral.  American Security by virtue
of an assignment of the lien of Leon Moore, has a first priority
lien on the Fairvue Golf Club property and a first priority lien
on the Foxland FHM property.  It is not disputed that the American
Security secured claim is fully secured.  However, American
Security does not have a first priority lien on the Fairvue
Clubhouse.  The first priority lien on the Clubhouse is held by
First State Bank.  Wilson Bank, on the other hand, has a first
priority lien on the Foxland Golf Club and an unoccupied mansion
on that property.

Only a pro shop is operated on that golf course.  Because of the
overlapping liens and the fact that the Debtors believe that the
combined value of the Debtors' real property will maximize
revenues, the Debtors assert that it is best to combine their
operations into one Joint Plan.

A copy of Judge Paine's Nov. 2 Memorandum is available at
http://is.gd/hZhr0from Leagle.com.

As reported by the Troubled Company Reporter on November 10, 2010,
Eric Miller at Summer County Publications said First State Bank
made a request to take control of operations at Fairvue Club
Properties after the Bankruptcy Court denied confirmation of the
Chapter 11 plan.

Based in Gallatin, Tennessee Fairvue Club Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.
09-13807) on December 1, 2009.  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP, assists the Debtor in its
restructuring effort.  The Company disclosed $13,287,625 in assets
and $17,215,175 in liabilities as of the Petition Date.

Foxland Harbor Marina LLC filed for Chapter 11 bankruptcy
protection on Dec. 31, 2009 (Bankr. M.D. Tenn. Case No. 09-14911),
listing both assets and debts to be between $1 million and
$10 million.

Foxland Club Properties, LLC, filed for Chapter 11 (Bankr. M.D.
Tenn. Case No. 10-03566) on April 1, 2010, listing both assets and
debts to be between $1 million and $10 million.

Mr. Norton also represents Foxland Harbor and Foxland Club.

The three debtor entities are 100% owned by the Leon Moore 2009
Irrevocable Trust.  Leon Leslie Moore is a chapter 7 debtor.


FOXLAND HARBOR: Amended Plan Fails Feasibility Test
---------------------------------------------------
The Hon. George C. Paine II denied confirmation of the Chapter 11
Amended Plans of Reorganization dated October 4, 2010, in Fairvue
Club Properties, LLC, Foxland Club Properties and Foxland Harbor
FHM, LLC, finding that the plans are not feasible.  According to
Judge Paine, the Debtors cannot prove that their financial
projections are anything more than an unrealistic plan that has
little or no chance of success.  The Court further noted that
confirmation of the Amended Plans would likely be followed by
liquidation or the need for further reorganization pursuant to 11
U.S.C. Sec. 1129(a)(11).

The three Debtors have not been substantively consolidated nor are
the Debtors jointly administered, but the Amended Plan in each
case is identical and proposes a joint reorganization.

American Security Bank & Trust Company objected to confirmation in
all three cases, arguing that (1) the Debtors' plan violates the
"absolute priority rule" found in 11 U.S.C. Sec. 1129B0(2)(B)(i)-
(ii); (2) the plan is not feasible pursuant to 11 U.S.C. Sec.
1129(a)(11); (3) the plan is not fair and equitable as required by
11 U.S.C. Sec. 1129(b)(1); and (4) the plan was not filed in good
faith as required by 11 U.S.C. Sec. 1129(a)(3).

The Amended Plan is a joint plan of three Debtors.  The principal
assets consist of two 18-hole golf courses.  Fairvue Golf Club and
Foxland Golf Club, a Clubhouse with pool and amenities at Fairvue,
and two acres along Old Hickory Lake will be the location of a
future lake FHM.

The complication in the case is that the three real property
lenders have overlapping collateral.  American Security by virtue
of an assignment of the lien of Leon Moore, has a first priority
lien on the Fairvue Golf Club property and a first priority lien
on the Foxland FHM property.  It is not disputed that the American
Security secured claim is fully secured.  However, American
Security does not have a first priority lien on the Fairvue
Clubhouse.  The first priority lien on the Clubhouse is held by
First State Bank.  Wilson Bank, on the other hand, has a first
priority lien on the Foxland Golf Club and an unoccupied mansion
on that property.

Only a pro shop is operated on that golf course.  Because of the
overlapping liens and the fact that the Debtors believe that the
combined value of the Debtors' real property will maximize
revenues, the Debtors assert that it is best to combine their
operations into one Joint Plan.

A copy of Judge Paine's Nov. 2 Memorandum is available at
http://is.gd/hZhr0from Leagle.com.

As reported by the Troubled Company Reporter on November 10, 2010,
Eric Miller at Summer County Publications said First State Bank
made a request to take control of operations at Fairvue Club
Properties after the Bankruptcy Court denied confirmation of the
Chapter 11 plan.

Based in Gallatin, Tennessee Fairvue Club Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.
09-13807) on December 1, 2009.  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP, assists the Debtor in its
restructuring effort.  The Company disclosed $13,287,625 in assets
and $17,215,175 in liabilities as of the Petition Date.

Foxland Harbor Marina LLC filed for Chapter 11 bankruptcy
protection on Dec. 31, 2009 (Bankr. M.D. Tenn. Case No. 09-14911),
listing both assets and debts to be between $1 million and
$10 million.

Foxland Club Properties, LLC, filed for Chapter 11 (Bankr. M.D.
Tenn. Case No. 10-03566) on April 1, 2010, listing both assets and
debts to be between $1 million and $10 million.

Mr. Norton also represents Foxland Harbor and Foxland Club.

The three debtor entities are 100% owned by the Leon Moore 2009
Irrevocable Trust.  Leon Leslie Moore is a chapter 7 debtor.


FRANKLIN TOWERS: Posts $373,000 Net Loss in September 30 Quarter
----------------------------------------------------------------
Franklin Towers Enterprises, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $373,002 on $337,177 of revenue
for the three months ended, 2010, compared with a net loss of
$99,550 on $2.2 million of revenue for the same period of 2009.

The Company has an accumulated deficit of $22.5 million at
September 30, 2010.  The Company had a working capital deficiency
of $4.5 million and $4.4 million as of September 30, 2010, and
December 31, 2009, respectively.

Furthermore, as of July 12, 2008, the Company was in default on
its Convertible Notes payments due July 12, 2008.  The Notes
provide that, at the option of the holder, an event of default
shall make all sums of principal and interest then remaining
unpaid and all other amounts payable immediately due and payable
upon demand.  As of September 30, 2010, the unpaid convertible
notes payable balance is $2.8 million; unpaid accrued interest is
$693,761; and unpaid accrued liquidated damages penalty and
default penalty are $2.3 million.

The Company's balance sheet at September 30, 2010, showed
$4.1 million in total assets, $7.9 million in total liabilities,
all current, and a stockholders' deficit of $3.8 million.

Michael T. Studer, CPA, P.C., in Freeport, New York, expressed
substantial doubt about Franklin Towers, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has incurred a net
loss of $1.6 million and $8.7 million, for the years ended
December 31, 2009, and 2008, respectively, has an accumulated
deficit of $21.7 million at December 31, 2009, and is in default
on its Convertible Notes payments.

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

               http://researcharchives.com/t/s?700f

Chongqing, China-based Franklin Towers Enterprises, Inc., was
incorporated on March 23, 2006, under the laws of the State of
Nevada.  The Company is focused on the production and sale of silk
and silk products.  The Company started its test production at the
end of June 2007 and commenced operations from the third quarter
of 2007.


FRASER PAPERS: Delays Filing of 2010 Q3 Financial Statements
------------------------------------------------------------
Fraser Papers Inc. disclosed that the financial statements for the
interim period ended October 2, 2010, including the related
management discussion and analysis, and CEO and CFO certifications
will not be filed by the December 1, 2010 due date.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act, with its
stay of proceedings having been extended by the court to
February 28, 2011.

The Company is working diligently to finalize the accounting for
certain restructuring transactions and will file the Required
Documents as soon as is practicable.

Until the Required Documents are filed, the Company intends to
provide information in accordance with National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults.

                       About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
09-12123).  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.
Fraser has said it is developing a restructuring plan to present
to its creditors by Oct. 16, 2009, with the objective of emerging
with a sustainable and profitable specialty papers business.

In July 2010, Fraser Papers disclosed that the Ontario Superior
Court of Justice has granted a further extension of the initial
Order under which Fraser Papers, together with its subsidiaries,
was granted creditor protection under the Companies' Creditors
Arrangement Act.  This extension is through October 29, 2010 and
was supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.


FREDDIE MAC: Files October 2010 Monthly Volume Summary
------------------------------------------------------
On November 23, 2010, Freddie Mac formally known as the Federal
Home Loan Mortgage Corporation issued its October 2010 Monthly
Volume Summary.

October highlights include:

  -- The total mortgage portfolio decreased at an annualized rate
     of 6.6% in October.

  -- Single-family refinance-loan purchase and guarantee volume
     was $33.1 billion in October, reflecting 83% of total
     mortgage purchases and issuances.

  -- Total number of loan modifications were 15,144 in October
     2010 and 146,833 for the ten months ended October 31, 2010.

  -- The aggregate unpaid principal balance (UPB) of Freddie's
     mortgage-related investments portfolio decreased by
     approximately $7.4 billion.

  -- Total guaranteed PCs and Structured Securities issued
     decreased at an annualized rate of 8.2% in October.

  -- Single-family seriously delinquent rate increased to 3.82% in
     October.  Multifamily delinquency rate increased to 0.44% in
     October.

  -- The measure of our exposure to changes in portfolio market
     value (PMVS-L) averaged $257 million in October.  Duration
     gap averaged 0 months.

A full-text copy of the Monthly Volume Summary is available for
free at http://ResearchArchives.com/t/s?7017

                          About Freddie Mac

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

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


GENERAL GROWTH: New GGP Provides Details on Plan Consummation
-------------------------------------------------------------
General Growth Properties, Inc. ("New GGP") provided updates of
several transactions taken in connection with the consummation of
the Third Amended Joint Plan of Reorganization in a November 12,
2010 regulatory filing with the U.S. Securities and Exchange
Commission.

The Plan became effective on November 9, 2010, and General Growth
Properties, Inc. and GGP Limited Partnership -- the TopCo Debtors
-- consummated their reorganization under Chapter 11 through a
series of transactions contemplated by the Plan and emerged from
Chapter 11.

On the Effective Date:

  -- New GGP became the indirect parent of General Growth
     Properties, Inc. ("Old GGP").

  -- New GGP was renamed General Growth Properties, Inc. and Old
     GGP was renamed GGP, Inc.

New GGP Senior Vice President and Chief Accounting Officer Edmund
Hoyt explained that on the Effective Date, Old GGP merged with and
into GGP Merger Sub, Inc., an indirect wholly-owned subsidiary of
a new company with the corporate name "General Growth Properties,
Inc.," with Old GGP surviving the Merger as an indirect, wholly-
owned subsidiary of New GGP.  In connection with the Merger,
existing shares of common stock of Old GGP were exchanged for
shares of common stock of New GGP, he noted.

Pursuant to the Plan and on the Effective Date, Old GGP, New GGP,
Merger Sub, and GGP Real Estate Holding I, Inc., a wholly-owned
subsidiary of New GGP and the parent of Merger Sub, entered into
an Agreement and Plan of Merger.  A related Certificate of Merger
was subsequently filed with the Secretary of State of the State of
Delaware and, pursuant to the Merger Agreement, the Certificate of
Merger and the Plan, Old GGP merged with and into Merger Sub, with
Old GGP continuing as the surviving corporation and an indirect,
wholly-owned subsidiary of New GGP.  In connection with the
Merger, all shares of common stock of Old GGP issued and
outstanding immediately prior to the Merger were cancelled and
converted into the right to receive shares of New GGP Common Stock
as provided in the Plan.

In addition, Old GGP transferred certain of its assets and
liabilities to The Howard Hughes Corporation and distributed
shares of common stock of THHC to holders of shares of common
stock of Old GGP and common and preferred units of GGP Limited
Partnership.

As previously disclosed, in connection with the Reorganization,
Old GGP entered into the Investment Agreements with (i) Brookfield
Retail Holdings LLC , formerly REP Investments LLC, referred to as
"Brookfield Investor;" (ii) The Fairholme Fund and Fairholme
Focused Income Fund, each a series of Fairholme Funds, Inc.; (iii)
Pershing Square Capital Management, L.P. on behalf of Pershing
Square, L.P., Pershing Square II, L.P., Pershing Square
International, Ltd. and Pershing Square International V, Ltd. ;
and (iv) Teacher Retirement System of Texas.

Mr. Hoyt also disclosed that on the Effective Date, New GGP issued
an aggregate of about 644 million shares of New GGP Common Stock
to the Plan Sponsors, TRS and affiliates of Blackstone Real Estate
Partners VI L.P, at a price of $10.00 per share for the Plan
Sponsors and Blackstone and $10.25 per share for TRS.  Pursuant to
the Investment Agreements:

  (1) For so long as a Plan Sponsor beneficially owns at least
      5% of New GGP Common Stock on a fully-diluted basis, that
      Plan Sponsor will have a subscription right, in connection
      with certain offerings by New GGP of New GGP Common Stock,
      to purchase New GGP Common Stock as necessary to allow it
      to maintain its proportionate New GGP Common Stock
      ownership interest on a fully-diluted basis.

  (2) The board of directors of New GGP will have nine members.
      Three members of the Board may be designated by Brookfield
      Investor, whose right to designate three directors will
      continue so long as Brookfield Investor beneficially owns
      at least 20% of New GGP Common Stock on a fully-diluted
      basis, with such right reducing to two directors if
      Brookfield Investor beneficially owns between 15% and 20%
      of New GGP Common Stock on a fully-diluted basis and one
      director if Brookfield Investor beneficially owns between
      10% and 15% of New GGP Common Stock on a fully-diluted
      basis.  Brookfield Investor will have no right to
      designate a director if it beneficially owns less than 10%
      of New GGP Common Stock on a fully-diluted basis.

New GGP will indemnify THHC from and against 93.75% of any and all
losses, claims, damages, liabilities and reasonable expenses to
which THHC and its subsidiaries become subject, in each case
solely to the extent directly attributable to "MPC Taxes" in an
amount up to the Indemnity Cap, Mr. Hoyt related.

Mr. Hoyt further reported that New GGP has the right to repurchase
within 45 days after the Effective Date up to approximately 135
million shares of New GGP Common Stock from Fairholme at $10.00
per share, up to approximately 20 million shares of New GGP Common
Stock from Pershing Square at $10.00 per share and up to
approximately 24.4 million shares of New GGP Common Stock from TRS
at $10.25 per share, in each case, with the proceeds from a public
offering of New GGP Common Stock.  To repurchase those shares, the
price per share of New GGP Common Stock issued in that offering
must be at least $10.50 per share.  On the Effective Date, New GGP
paid an amount equal to $0.25 per reserved share to Fairholme and
Pershing Square to preserve its clawback rights, he adds.

                  New GGP Executes Agreements

On the Effective Date, New GGP entered into a warrant agreement,
standstill agreements and registration rights agreement with
certain parties.

A. Warrant Agreement

Under the Warrant Agreement with Mellon Investor Services LLC, as
warrant agent, New GGP issued warrants to purchase, in the
aggregate, up to 120,000,000 shares of New GGP Common Stock to the
Plan Sponsors and Blackstone:

  (i) Warrants to purchase up to approximately 57.5 million
      shares of New GGP Common Stock with an initial exercise
      price of $10.75 per share to Brookfield Investor;

(ii) Warrants to purchase up to approximately 41.07 million
      shares of New GGP Common Stock with an initial exercise
      price of $10.50 per share to Fairholme;

(iii) Warrants to purchase up to approximately 16.43 million
      shares of New GGP Common Stock with an initial exercise
      price of $10.50 per share to Pershing Square; and

(iv) Warrants to purchase up to approximately 5.0 million
      shares of New GGP Common Stock with an initial exercise
      price of $10.50 per share with respect to one-half of the
      Warrants and $10.75 per share with respect to the
      remaining one-half of the Warrants to Blackstone.  The
      Warrants are not subject to reduction even if the shares
      of New GGP Common Stock issued to Fairholme and Pershing
      Square are repurchased in accordance with the clawback
      rights under the Investment Agreements.

Each Warrant has a term of seven years from the Effective Date,
expiring at the close of business on November 9, 2017.  The
Warrants held by each of Brookfield Investor and Blackstone are
immediately exercisable, subject to any lockup restrictions,
whereas the Warrants held by each of Fairholme and Pershing Square
may only be exercised upon 90 days' prior notice for the first 6.5
years after issuance but are exercisable without notice at any
time thereafter.  In addition, the Warrants held by Pershing
Square do not vest and are not exercisable prior to the date that
is 210 days after the Effective Date, Mr. Hoyt clarified.

B. Standstill Agreements

The Plan Sponsors and New GGP entered into the standstill
agreements that set forth, among other things:

  (a) the size of, the minimum number of independent directors
      on, and the composition of the nominating and governance
      committee of, the Board;

  (b) voting for directors and certain other matters;

  (c) required approvals for (1) certain change in control
      transactions and related-party transactions involving the
      applicable Plan Sponsor and (2) the applicable Plan
      Sponsor to increase its percentage ownership in New GGP
      above an agreed cap; and

  (d) transfers of shares of New GGP by the Plan Sponsor.

A Standstill Agreement will terminate (i) upon mutual agreement,
if approved by a majority of the disinterested directors; (ii) if
stockholders other than the Plan Sponsors own more than 70% of the
shares of New GGP Common Stock then outstanding and the applicable
Plan Sponsor owns less than 15% of the shares of New GGP Common
Stock then outstanding; (iii) if the applicable Plan Sponsor owns
less than 10% of the shares of New GGP Common Stock then
outstanding; (iv) upon a change of control not involving the
applicable Plan Sponsor; or (v) upon the sale of all or
substantially all of the assets or voting securities of New GGP.

C. Registration Rights Agreements

New GGP executed the Registration Rights Agreement with each of
the Investors, granting those persons certain registration rights,
including demand registration rights and "piggyback" registration
rights.  The registration rights granted in the Registration
Rights Agreements are subject to customary indemnification and
contribution provisions, as well as customary restrictions like
minimums, blackout periods and other limitations.

                       Spin-off of THHC

On the Effective Date, pursuant to the Plan, the separation of
THHC from Old GGP was completed.  THHC is an independent public
company trading under the symbol "HHC" on the New York Stock
Exchange.

As set forth in THHC's November 12, 2010 regulatory disclosure
with the SEC, in connection with the Separation, GGP transferred
to THHC the assets and liabilities comprising THHC's master
planned communities and real estate development businesses.

THHC Interim Chief Financial Officer Rael Diamond disclosed that
on November 9, 2010, about 32.5 million shares of common stock of
THHC were distributed to the common and preferred unit holders of
GGP LP, including Old GGP and Old GGP distributed its portion of
those shares to holders of GGP common stock.  Old GGP did not
retain any ownership interest in THHC.

On November 9, 2010, shareholders of record of Old GGP as of
November 1, 2010 received 0.098344 shares of THHC common stock for
each share of Old GGP common stock held as of the Record Date.  No
fractional shares of THHC common stock were issued in the
Separation.

In connection with the Separation, Old GGP entered into certain
agreements to govern the terms of the Separation and to define the
ongoing relationship between GGP and the THHC after the
Separation, allocating responsibility for obligations arising
before and after the Separation, including obligations relating to
taxes, employees, liabilities and certain transition services.

The agreements include:

  (A) Separation Agreement.  The separation agreement between
       GGP and THHC sets forth, among other things, Old GGP and
       THHC's agreements regarding the principal transactions
       necessary to effect the Separation.  The Separation
       Agreement also identifies assets to be transferred,
       liabilities to be assumed and contracts to be performed
       by each of Old GGP and THHC as part of the Separation,
       and it provides for when and how these transfers,
       assumptions and assignments occurred.

  (B) Transition Services Agreement.  THHC and Old GGP entered
       into the transition services agreement in connection with
       the Separation whereby Old GGP or its subsidiaries will
       provide to THHC, on a transitional basis, certain
       specified services on an interim basis for various terms
       not exceeding 24 months following the Separation.  The
       services that Old GGP will provide to THHC include, among
       others, payroll, human resources and employee benefits,
       financial systems management, treasury and cash
       management, accounts payable services, telecommunications
       services, information technology services, property
       management services, legal and accounting services and
       various other corporate services.

  (C) Tax Matters Agreement.  GGP and THHC entered into the tax
       matters agreement that will govern the parties' rights,
       responsibilities and obligations with respect to taxes,
       tax attributes, the preparation and filing of tax
       returns, the control of audits and other tax proceedings
       and assistance and cooperation in respect of tax
       matters.

                         Other Disclosures

New GGP also made these disclosures with the SEC:

  * On the Effective Date, New GGP issued (i) about 318
    million shares of New GGP Common Stock to holders of common
    stock of Old GGP and convertible equity interests of its
    affiliates; (ii) 643,780,488 shares of New GGP Common Stock
    to the Investors; and (iii) 120,000,000 Warrants to the Plan
    Sponsors and Blackstone.

  * As of the Effective Date, the Board consists of:  Richard B.
    Clark, Mary Lou Fiala, Bruce J. Flatt, John K. Haley, Cyrus
    Madon, Adam S. Metz, David J. Neithercut, Sheli Z. Rosenberg
    and John G. Schreiber.  Mr. Flatt will serve as the Chairman
    of the Board.  Messrs. Clark, Flatt, Madon and Schreiber
    were designated to the Board pursuant to the Investment
    Agreements.

  * Pershing Square paid $350 million to New GGP in exchange for
    an unsecured note issued by New GGP to an affiliate of
    Pershing Square, which note is payable 210 days after the
    Effective Date.  The Pershing Square Bridge Note bears
    interest at a rate of 6% per annum and is prepayable by New
    GGP at any time without premium or penalty.

  * On the Effective Date, a revolving credit facility,
    providing for revolving loans of up to $300 million, was
    entered into among New GGP, Deutsche Bank Trust Company
    Americas, as administrative agent and collateral agent,
    various lenders, and Deutsche Bank Securities Inc., Wells
    Fargo Securities, LLC and RBC Capital Markets, LLC as Joint
    Lead Arrangers.

    The revolving credit facility will mature three years from
    the Effective Date.  The revolving credit facility is a
    senior secured obligation of New GGP, as a guarantor, and
    the two operating entities through which New GGP conducts
    substantially all of its business (GGPLP and GGPLP L.L.C.)
    and three holding company subsidiaries through which New GGP
    holds its interest in certain of its property-level
    subsidiaries (GGPLP Real Estate 2010 Loan Pledgor Holding,
    LLC, GGPLPLLC 2010 Loan Pledgor Holding, LLC, and GGPLP 2010
    Loan Pledgor Holding, LLC), as co-borrowers.

  * On the Effective Date, a subsidiary of New GGP, The Rouse
    Company LLC, formerly known as The Rouse Company LP issued
    $608,688,000 aggregate principal amount of 6.75% Senior
    Notes due 2015 pursuant to an indenture between Rouse and
    Wilmington Trust FSB, as trustee.  The Senior Notes were
    issued to holders in exchange for $608,688,000 aggregate
    principal amount of certain notes previously issued by Rouse
    that elected to received Senior Notes in exchange for their
    claims related to the Old Rouse Notes pursuant to the Plan
    at an exchange rate of $1,000 in principal amounts of Senior
    Notes for each $1,000 principal amount of Old Rouse Notes.
    Rouse did not receive any proceeds from the issuance of the
    Senior Notes.

As to THHC, under the Investment Agreements and agreements between
the Plan Sponsors and Blackstone Real Estate Partners VI L.P.,
THHC issued 2,424,618 shares of its common stock to Brookfield
Investor, 1,212,309 shares to Pershing Square, 1,212,309 shares to
Fairholme and 400,764 shares to the Blackstone Investors.

In addition, effective as of the time of the Spin-Off, Adam Metz
and Thomas Nolan, Jr., THHC's two directors prior to the Spin-Off,
fixed the number of directors at ten, and elected these eight
persons to the Board:

  * William Ackman
  * David Arthur
  * Gary Krow
  * Allen Model
  * Adam Flatto
  * Jeffrey Furber
  * R. Scott Sellers
  * Steven Shepsman

Messrs. Metz and Nolan stepped down from the Board effective upon
the Spin-Off, upon which the number of the directors of the
Company was fixed at eight.

New GGP subsequently filed an amended current report on Form 8-k
on November 16, 2010, to add that the company expects to record a
non-cash impairment charge in connection with the spin-off to its
common stockholders of the net assets comprising the newly-formed
company, THHC.

Mr. Hoyt explains that the non-cash impairment charge will reflect
the difference between New GGP's carrying value of those net
assets and the market value of THHC.  New GGP expects that that
non-cash charge, to be recorded on the spin-off date, November 9,
2010, will be about $537 million or about $1.68 per share, he
adds.

Old GGP filed a similar current report, as amended, on
November 16, 2010, reiterating the same disclosures.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: New GGP Raises $1.9-Bil. from Stock Offering
------------------------------------------------------------
General Growth Properties, Inc. ("New GGP") announced the closing
of its underwritten public offering of 135,000,000 shares of its
common stock at a public offering price of $14.75 per share, less
the underwriting discount, with a net proceeds of $1.99 billion,
according to a public statement dated November 19, 2010.

GGP also announced the underwriters have exercised their option to
purchase additional shares of common stock and will purchase
19,886,000 shares.  The closing of the over-allotment option
occurred on November 23, 2010, subject to customary closing
conditions.

In a November 15, 2010, press release, New GGP priced the
135,000,000 shares of GGP common stock at $14.75 per share.  The
closing of the offering is expected to take place on November 19,
2010, subject to customary closing conditions.

As of November 15, 2010, the underwriters have an option to
purchase up to 20,250,000 additional shares of common stock from
the company at the public offering price, less the underwriting
discount.

Old GGP's agreements with Fairholme Funds, Inc., Pershing Square
Capital Management and Teacher Retirement System of Texas provided
for the repurchase of up to $2.15 billion of the $6.8 billion in
equity commitments, funded on November 9, 2010 as part of the
Plan, on more favorable terms through a clawback provision.  New
GGP used the proceeds of the offering to fund this clawback on
November 19, 2010.  Proceeds in excess of the amount needed to
fund the clawback will be used for general corporate purposes.

After giving effect to the offering and the exercise of the
clawback, GGP will have approximately 940,040,000 shares of common
stock outstanding, excluding previously granted warrants and stock
options; excluding shares issuable upon conversion of operating
partnership units; and without giving effect to the underwriters'
option to purchase additional shares.  If the underwriters
exercise their option to purchase additional shares in full, GGP
will have about 940,290,000 shares of common stock outstanding.

Goldman, Sachs & Co. and Deutsche Bank Securities Inc. served as
joint global coordinators for the offering. Wells Fargo
Securities, LLC; RBC Capital Markets, Barclays Capital; UBS
Investment Bank and Morgan Stanley served as joint book-running
managers for the offering.  Macquarie Capital (USA) Inc. and TD
Securities Inc. served as senior co-managers and Piper Jaffray
served as co-manager.

Pursuant to a regulatory filing with the U.S. Securities and
Exchange Commission on November 19, 2010, New GGP entered into an
underwriting agreement with Goldman, Sachs & Co. and Deutsche Bank
Securities Inc., as representatives of the several underwriters
named in the Underwriting Agreement, relating to the common stock
offering.

With the recapitalization and the offering consummated, Brookfield
is New GGP's largest shareholder with a 28.3% stake as set forth
in regulatory filings with the SEC.  Other investors have these
stakes in New GGP: Fairholme with a 12% stake, Blackstone Group at
2.3% and Texas Teachers at 3%, The Wall Street Journal notes.
Pershing has a 9.3% stake in New GGP pursuant to a filing with the
SEC.

                     Final Prospectus on
                    Common Stock Offering

New GGP filed with the SEC a final prospectus on the common stock
offering on November 15, 2010.

New GGP Chief Executive Officer Adam S. Metz relates that all of
the shares of common stock are being sold by New GGP.  The
proceeds of this offering will be used to repurchase shares of New
GGP's common stock, he says.

After Old GGP's emergence from bankruptcy, on November 9, 2010,
New GGP's common stock began trading on the New York Stock
Exchange under the symbol "GGP."

Mr. Metz further notes that shares of New GGP common stock will be
subject to ownership and transfer limitations in New GGP's charter
that are intended to assist New GGP in qualifying and maintaining
its qualified as a real estate investment trust or REIT,
including, subject to certain exceptions a 9.9% ownership limit.

                                    Per Share            Total
                                    ---------            -----
Initial price to public                $14.75    $1,991,250,000
Underwriting discount                    0.55        74,671,875
                                     --------  ---------------
Proceeds, before expenses, to New GGP  $14.20    $1,916,578,125
                                     ========  ===============

To the extent that the underwriters sell more than 135,000,000
shares of New GGP common stock, the underwriters have the option
to purchase up to an additional 20,250,000 shares from New GGP at
the initial price to the public less the undewriting discount.

The underwriters expect to deliver the shares against payment in
New York on November 19, 2010.

Immediately after the common stock offering, 937,011,053 shares of
New GGP common stock will be outstanding, excluding:

  * 5,121,990 shares of New GGP common stock issuable
    upon exercise of stock options issued and outstanding under
    the Old GGP's 2003 Incentive Stock Plan, the Old GGP's 1998
    Incentive Stock Plan and the Old GGP 1993 Stock Incentive
    Plan; 3,891,865 shares of New GGP common stock issuable upon
    exercise of stock options issued and outstanding under the
    2010 Equity Incentive Plan; 31,534,829 shares of New GGP
    Common Stock, nonqualified stock options, incentive stock
    options, stock appreciation rights, restricted stock and
    other stock-based awards reserved for future grants under
    the New GGP 2010 Equity Incentive Plan; and 12,595,745
    shares of common stock issuable upon exercise of warrants or
    conversion and redemption or conversion of GGP Limited
    Partnership units; and

  * 3,029,357 shares of restricted stock subject to vesting
    issued on or following the Effective Date.

The net proceeds to New GGP will be $1.9 billion or about $2.2
billion if the underwriters exercise their option to purchase
additional shares in full, Mr. Metz discloses.  New GGP will use
the net proceeds of this offering to repurchase shares of New GGP
common stock from Fairholme, Pershing Square and Texas Teachers as
contemplated by the Investment Agreements and the investment
agreement with Texas Teachers.  To the extent there are any
remaining proceeds, those proceeds will be used for general
corporate purposes, he adds.

A full-text copy of the November 15, 2010, prospectus is available
for free at http://ResearchArchives.com/t/s?6fde

                Amendment Nos. 5 and 6 and Supplements
                      to Amendment No. 4

New GGP also filed with the SEC amendment nos. 6 to the original
prospectus on Form S-11 of the common stock offering dated
November 9, 2010.

Amendment No. 6 dated November 15, 2010, highlighted information
not required in the prospectus and previously reported in
amendment no. 4 to the original prospectus, including other
expenses of issuance and distribution, sales to special parties,
recent sales of unregistered securities, indemnification of
directors and treatment of proceeds from stock being registered.

The expenses, other than underwriting commissions, expected to be
incurred by New GGP in connection with the issuance and
distribution of the securities being registered are estimated as:

  SEC Registration fee                        $160,425
  Financial Industry Regulatory
  Authority, Inc. filing fee                    75,500
  NYSE listing fee                             250,000
  Printing and engraving                       400,000
  Legal fees and expenses                    2,000,000
  Accounting fees and expenses               2,000,000
  Blue Sky fees and expenses                     5,000
  Transfer agent and register fees              10,000
  Miscellaneous                                100,000
                                        --------------
   Total                                    $5,000,925
                                        ==============

Amendment No. 5, filed on November 12, 2010, removed the
calculation of registration fee for the shares of New GGP common
stock to be offered.

Full-text copies of Amendment Nos. 5 and 6 are available for free
at:

  http://ResearchArchives.com/t/s?6fe1
  http://ResearchArchives.com/t/s?6fe2

In connection with Amendment No. 4 to Form S-11, New GGP filed a
free writing prospectus with the SEC on November 12, 2010,
relating only to the common stock to be offered and should be read
together with Amendment No. 4.  The Free Writing Prospectus
narrated recent developments relating New GGP, including the
consummation of the Plan and payment of dividends as announced on
November 10, 2010.  New GGP also made clarifications to notes to
pro forma financial information contained in Amendment No. 4.  A
full-text copy of the Free Writing Prospectus is available for
free at:

            http://ResearchArchives.com/t/s?6fe4

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Court OKs Release of Fee Holdbacks
--------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Reorganized Debtors
to pay, no later than December 17, 2010, the full amount of
holdbacks related to first interim fee applications approved as of
March 18, 2010, subject to any adjustments set forth in the Fee
Committee's report.

The Debtors are further authorized promptly, but not later than
December 17, 2010, pay 95% of the professional fees reflected on
all other interim fee applications, reserving a holdback of 5%.

The Debtors are also authorized to promptly, but in no event
later than December 17, 2010, pay 95% of the professional fees
reflected on the monthly statements filed for the period July 1,
2010 through the confirmation date, October 21, 2010, reserving a
holdback of 5%.

All Professionals seeking payment of services rendered or
reimbursement of expenses incurred through and including October
21, 2010, will file their applications for final allowance of
services rendered and reimbursement of expenses within 90 days of
November 9, 2010, the effective date of the Third Amended Joint
Plan of Reorganization.

The Interim Compensation Order is deemed modified to eliminate
the requirement that Professionals file any further interim fee
applications, provided that every Professional will set forth in
sufficient detail in its final fee application the portion of its
time records and expenses that relate to the period between July
1, 2010 and October 21, 2010.

The procedures established under the Interim Compensation Order
and the Fee Committee Order will remain in full force and effect.

Judge Gropper clarified that entry of this order and the release
of certain portions of the holdbacks, as specified, is without
prejudice to the rights of the Fee Committee, the U.S. Trustee
for Region 2, or any other parties-in-interest to review and
object to the professional fees and expenses sought in the fee
applications on any grounds and in any amount.

Before entry of the order, Saul Ewing LLP, counsel to the
Official Committee of Equity Security Holders, reminded the Court
that its first interim fee application for the period September
9, 2009 through January 2010 has never been reviewed by the Court
but was adjourned along with second interim fee applications
filed by other professionals to the final fee application
hearing.  Thus, the proposal to pay estate professionals other
than Saul Ewing 100% of their holdbacks of their First Interim
Fee Applications is prejudicial to Saul Ewing, John J. Jerome,
Esq., at Saul Ewing LLP, in New York argued.  Likewise, the
proposed holdback reduction from 20% to 10% for the Second and
Third Interim Fee Applications does not seem justified under the
circumstances here where all other creditors have already been
paid in full, with interest, he insisted.

Saul Ewing thus asked the Court to consider either releasing all
holdbacks at this time or a far more modest holdback percentage
that would not prejudice the firm and yet would permit any
subsequent appropriate adjustment at the time of final fee
allowance.

Judge Gropper will hold a hearing to consider the First Interim
Fee Application of Saul Ewing on December 16, 2010.  Objections
to the Saul Ewing Fee Application are due December 9, 2010.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Seaport Plaintiffs Stipulation Approved
-------------------------------------------------------
General Growth Properties, Inc., South Street Seaport Limited
Partnership, Seaport Marketplace, LLC, and the "Seaport
Plaintiffs" received approval from the bankruptcy court of a
stipulation estimating the maximum aggregate amount of claims
filed by the Seaport Plaintiffs against GGP and the Seaport
Debtors.

A list of the Seaport Plaintiffs is available for free at:

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

In November 2004, the Seaport Plaintiffs filed a series of
complaints in the Supreme Court of the State of New York, New York
County, alleging that the Seaport Debtors, among other things,
breached the Seaport Plaintiffs' leases at the property commonly
known as the South Street Seaport.   The Supreme Court Appellate
Division, First Department, later affirmed the dismissal of all
defendants except Seaport L.P. and its general partner, Seaport
Marketplace LLC, and dismissed all claims except for the breach of
lease claims.  Each of the complaints and counterclaims filed by
the parties has been consolidated into a single action before the
New York Supreme Court.

The Seaport Plaintiffs filed 55 claims in these Chapter 11 cases
arising from the Seaport Litigation.

To resolve their disputes, the parties agree that the Seaport
Plaintiffs will file one proof of claim against Seaport
Marketplace, LLC, and one proof of claim against Seaport L.P.  The
Consolidated Proofs of Claim will contain all of the claims of the
Seaport Plaintiffs against the particular Seaport Debtor arising
from the Seaport Litigation.  The Consolidated Proofs of Claim
will be deemed timely filed in the Chapter 11 cases.

The maximum amount asserted on each Consolidated Proof of Claim
will not exceed $20,000,000.  If the Seaport Litigation results in
a recovery for the Seaport Plaintiffs, the Seaport Debtors will be
jointly and severally liable for the total amount of that
judgment; provided, however, that under no circumstances will the
total recovery for the Seaport Plaintiffs arising from the Seaport
Litigation exceed $20,000,000 for all purposes, including
estimation, voting and distribution.

The Seaport Plaintiffs will not file any proofs of claim against
any other Debtors for claims arising from the Seaport Litigation,
other than the Consolidated Proofs of Claim.

The Parties clarify that this stipulation is not an adjudication
of the merits of the Seaport Litigation or the Seaport Claims, as
the Seaport Debtors believe that the Seaport Litigation will
ultimately result in no recovery for the Seaport Plaintiffs.

The Parties' Stipulation will be deemed null and void if it is not
approved by the U.S. Bankruptcy Court for the Southern District of
New York on or before December 31, 2010.
ilable for free
at http://bankrupt.com/misc/ggp_sept2010mor.pdf

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: District Court Transfers Moelis Lawsuit vs. WTC
---------------------------------------------------------------
Pursuant to Judge Christopher J. Ward of the U.S. District Court
for the Southern District of New York's Standing Order of Referral
Cases to Bankruptcy Judges of the District Court for the Southern
District of New York dated July 19, 1984, a civil action filed by
Moelis & Company against Wilmington Trust FSB is transferred to
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York.

The civil action arises out of an indenture dated April 16, 2007,
governing $1.5 billion 3.98% Exchangeable Senior Notes due 2027
issued by GGP Limited Partnership to which Wilmington Trust is the
successor indenture trustee.  Moelis acted as financial advisor
and investment banker to Wilmington Trust in connection with a
financial restructuring of the Notes effected in the Reorganized
Debtors' Chapter 11 cases.

The Civil Action was originally filed in the Supreme Court of the
State of New York and subsequently transferred to the District
Court.

In a notice of removal filed by Wilmington Trust with the District
Court, Douglas E. Spelfogel, Esq., at Foley & Lardner LLP, in New
York -- dspelfogel@foley.com -- counsel to Wilmington Trust --
related that Moelis alleges that it is due certain fees based on
this restructuring transaction pursuant to an engagement letter
dated September 1, 2009, among Moelis, Wilmington Trust and
holders of a majority of the outstanding principal amount of the
Notes.

GGP's Third Amended Joint Plan of Reorganization became effective
on November 9, 2010.  Under the Plan, Moelis' claim for fees under
the Engagement Letter is classified as an "Indenture Trustee
Claim."  The Plan provides that those Indenture Trustee Claims are
allowable only to the extent that they are reasonable and only to
the extent allowable under the applicable Indenture.

Moelis' claim for fees was previously submitted to the Debtors for
payment pursuant to the Plan.  The Reorganized Debtors contend
that the fees that Moelis seeks to recover in the Lawsuit are not
reasonable and thus not allowable under the Plan, Mr. Spelfogel
noted.

Against this backdrop, Mr. Spelfogel asserted that the Lawsuit
and the Reorganized Debtors' Chapter 11 cases are inextricably
linked for these reasons, among others:

  (1) Moelis seeks fees for services rendered to Wilmington
      Trust in connection with the Bankruptcy Case;

  (2) payment of these fees is governed by the Plan;

  (3) Moelis seeks these fees through the Lawsuit despite the
      agreed process already in place in the Bankruptcy Case for
      determination of fees and the fact that the Reorganized
      Debtors have objected to those fees as unreasonable and
      thus not allowable, which objection will be necessarily
      and exclusively resolved by the Bankruptcy Court;

  (4) Moelis seeks to compel distribution of the escrow
      established to cover, in part, disputed fees and that is
      already subject to the jurisdiction of the Bankruptcy
      Court; and

  (5) Moelis seeks to enjoin Wilmington Trust from distributing
      payments to the Holders of the Notes, as required under
      the Plan.

Accordingly, because the Civil Action could thus "conceivably
have an effect" on the Plan and the administration of the
Bankruptcy Case, and because the Plan provides for the retention
of jurisdiction, the Bankruptcy Court has original jurisdiction
over the Bankruptcy Case under Section 1334 of Title 28 of the
U.S. Code and removal is proper pursuant to Section 1452(a) of
Title 28 of the U.S. Code, Mr. Spelfogel maintained.

The Civil Action will be heard in the Reorganized Debtors' Chapter
11 cases as an adversary proceeding.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: The Junsos Want to File Late Claim
--------------------------------------------------
Kevin Junso, Nikki Junso, Matt Junso, Cole Junso and the estate
of Tyler Junso previously objected to the sale of the Debtors'
assets to General Motors LLC.  The Junsos asserted in their
objection the nature and extent of their injuries and their
intent to hold GM and New GM liable for their injuries.  Their
objection has been overruled by the Bankruptcy Court and the they
appealed to the U.S. District Court for the Southern District of
New York.

Steve Jakubowksi, Esq., at The Coleman Law Firm, in Chicago,
Illinois -- sjakubowski@colemanlawfirm.com -- relates that while
the appeal to the District Court was pending, the Bar Date for
claims passed and the Junsos, concerned that filing a formal
proof of claim would moot out their appeal because the filing of
that claim would create "related to" jurisdiction over them,
voluntarily determined, despite their low odds of success, not to
file a formal proof of claim.  The District Court affirmed the
Judge Gerber's ruling and dismissed the Appeal in April 2010.

By this motion, the Junsos ask the U.S. Bankruptcy Court for the
Southern District of New York to (i) deem their objections to the
363 Sale as informal proofs of claim, or alternatively, (ii)
grant leave to submit a late-filed proof of claim.

Mr. Jakubowski contends that when considering the uniqueness of
the Junsos' position as the only personal injury claimants who
appealed from the 363 Sale Order; the tragic circumstances giving
rise to their claims for relief; and their agreement to submit to
the ADR Procedures and cap their aggregate claims at no more than
approximately $11 million, it is clear that the balance of
hardships weighs in favor of granting the Junsos the relief
sought so that they too can share in distributions on a pro rata
basis with other creditors of the Debtors' estates.

               Creditors' Committee Objects

Counsel to the Official Committee of Unsecured Creditors, Robert
T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, in New
York, points out that the Junsos do not contend that they failed
to receive service of the Bar Date Orders or that there was any
miscommunication or misunderstanding among the Junsos' attorneys
about when to file a proof of claim.

The Creditors' Committee is sympathetic to the Junsos' situation,
Mr. Schmidt says.  However, thousands of unsecured creditors in
the Debtors' Chapter 11 cases complied with the Bar Date Order,
he states.  The Creditors' Committee is concerned that making an
exception here could open the floodgates to potentially hundreds
of other late filers, he notes.

Since the Junsos consciously decided not to file a claim and fail
to meet the established standards for a finding of excusable
neglect or the assertion of informal proof of claim, the Junsos
Motion should be denied, the Creditors' Committee urges the
Bankruptcy Court.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had US$131.899 billion in total assets,
US$101.00 billion in total liabilities, US$6.998 billion in
preferred stock, and US$23.901 billion in stockholders' equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GOODY'S FAMILY: Supreme Court Won't Hear Stub Rent Case
-------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Supreme Court has declined
to consider Goody's Family Clothing Inc.'s challenge to a lower
court's assertion that stub rent -- unpaid rent for the period
after a debtor files its bankruptcy case and before the first date
when rent is due post-petition -- must be sought as an
administrative expense claim.

The case is GOODY'S FAMILY CLOTHING, ET AL. v. MOUNTAINEER
PROPERTY CO., No. 10-437 (U.S.).

                        About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.

Goody's Family pany and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represented the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.  The
company emerged from bankruptcy as Goody's LLC, Oct. 20, 2008,
after closing more than 70 stores.

Goody's, LLC, based in Wilmington, Delaware, and 13 other
affiliates filed for bankruptcy Jan. 13, 2009 (Bankr. D. Del. Case
No. 09-10124).  The case is before Judge Christopher S. Sontchi.
M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP in
Wilmington, serves as bankruptcy counsel.  Bass Berry & Sims PLC
and Skadden Arps Slate Meagher & Flom LLP act as special counsel.
The Debtor's other professionals are FTI Consulting Inc. as
financial advisors; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidators.


GSC GROUP: UBS, RBS Object to Bankruptcy Sale to Black Diamond
--------------------------------------------------------------
David McLaughlin at Bloomberg News reports that UBS AG, Royal Bank
of Scotland Group Plc and other investors filed objections to GSC
Group Inc.'s plan to sell its investment management business to
Black Diamond Capital Management LLC.

As reported in the Troubled Company Reporter on November 2, 2010,
Black Diamond Capital Management and its affiliate Black Diamond
Commercial Finance, LLC, as agent for a lender group, emerged --
following a three-day auction -- as winning bidder for
substantially all of the investment management business and
related assets of GSC Group.

A hearing to consider approval of the sale to Black Diamond-led
group is scheduled for December 6, 2010.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  It filed for Chapter 11
bankruptcy protection on August 31, 2010 (Bankr. S.D.N.Y. Case No.
10-14653).  Michael B. Solow, Esq., at Kaye Scholer LLP, assists
the Debtor in its restructuring effort.  Epiq Bankruptcy
Solutions, LLC, is the Debtor's notice and claims agent.  Capstone
Advisory Group, LLC, is the Debtor's financial advisor.  The
Debtor estimated its assets at $1 million to $10 million and debts
at $100 million to $500 million.


HARRISBURG, PA: Dauphin and Assured to Cover $6MM Bond Payment
--------------------------------------------------------------
Romy Varghese, writing for Dow Jones Newswires, reports that
Dauphin County, Pa., and Assured Guaranty Municipal, a unit of
bond insurance firm Assured Guaranty Ltd., will cover more than
$6 million in debt payments due Wednesday on the city of
Harrisburg's incinerator project.

According to Dow Jones, Dauphin County spokeswoman Amy Richards
said the county will cover about $5 million.  Dauphin County
guarantees payments after Harrisburg on the bulk of the
incinerator debt.

Dow Jones relates Assured spokeswoman Ashweeta Durani said the
firm's unit will pay $1.45 million to holders of a different
series of bonds, which has no county guarantee and which the
insurance unit guarantees after the city.

Dow Jones relates the Harrisburg Authority, the municipal entity
that owns the waste-to-energy facility, had said it was unable to
make the payments to bondholders.  Harrisburg, which guarantees
the entire $288 million debt related to the facility if the
authority fails to meet its obligations, hadn't budgeted for any
of the payments this year and was scrambling to pay its workers
until recently.

Dauphin County and Assured Guaranty are suing Harrisburg over
missed payment obligations.

Dow Jones relates Dauphin County took steps earlier in November to
make sure a $35 million debt payment due December 15 will be paid
after city officials said it couldn't make that payment.  Ms.
Richards said Dauphin County plans to include incinerator debt
payments in its 2011 budget, and officials are working on an exact
figure.  The incinerator's debt payments total around $57 million
next year, according to a draft budget by the Harrisburg
Authority.

                     About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HYLAND SOFTWARE: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Hyland Software, Inc.'s B2
corporate family rating with a stable ratings outlook.
Concurrently, Moody's also assigned B2 ratings to the Company's
proposed $20 million secured revolving credit facility due 2015
and $205 million senior secured term loan due 2016.  The net
proceeds from the new credit facilities will be used to refinance
the Company's existing first and second-lien term loans and issue
a shareholder distribution of approximately $131 million.  At the
completion of the refinancing, Moody's will withdraw the ratings
on the existing term loans and revolving credit facility.

                        Ratings Rationale

Hyland's B2 CFR is supported by the Company's competitive market
position and well-regarded product offerings within the growing
Enterprise Content Management software market; its deep-domain
vertical-market focus and diversity across several industry
verticals, which it has built-out through acquisitions, its high
level of recurring revenues combined with high renewal rates, and
its good liquidity position supported by healthy profit margins
and solid free cash flow generation prospects.

Conversely, the B2 CFR is constrained by Hyland's modest overall
size and scale, particularly relative to larger and financially
stronger infrastructure IT vendors in the ECM space, its limited
product portfolio within content management and niche market
focus, and moderately high financial leverage (partly arising from
the planned dividend payment to shareholders).  In addition, the
rating is constrained by Hyland's majority ownership structure by
financial sponsors, which confers a degree of event risk, as the
financial sponsors' interests may not be aligned with those of
debt-holders.

Pro forma for the proposed transaction, Hyland's debt leverage as
measured by debt to EBITDA (including Moody's standard analytical
adjustments) will be approximately in the 4.1x-range based on pro
forma adjusted financial results for the trailing twelve months.
Moody's notes that pro forma for the transaction, Hyland's capital
structure will include approximately $87 million of Class A common
stock, which accretes at a 9% annual rate without any cap.
Moody's views this Class A stock as having some debt-like
features, similar to a preferred stock, and assigns a 25% debt
attribution resulting in debt leverage of approximately 4.5x.

The stable outlook reflects Moody's expectation that Hyland will
at least maintain its competitive market position and generate
solid revenue growth in the mid-single digits percentages as the
Company benefits from the generally favorable trends in the ECM
market.  The outlook also incorporates Moody's expectation that
Hyland will continue to make small targeted acquisitions to build
out its vertical-market focused growth strategy.

These ratings were affirmed:

* Corporate Family Rating -- B2

These ratings were lowered:

* Probability of Default Rating to B3 from B2 (as per the change
  in the capital structure and Moody's loss-given-default
  methodology)

These ratings were assigned:

* Proposed $20 Million Senior Secured Revolving Credit Facility
  due 2015 -- B2 (LGD3 - 35%)

* Proposed $205 Million Senior Secured Term Loan due 2016 -- B2
  (LGD3 - 35%)

The assigned ratings are subject to satisfactory review of final
documentation and no material change in the terms and conditions
of the transaction as advised to Moody's.

Upon closing of the proposed transaction and repayment of existing
debt, Moody's will withdraw the ratings of Hyland including:

* $20 million First lien Revolving Credit Facility -- B1 (LGD3,
  42%)

* $77 million First Lien Senior Secured Term Loan -- B1 (LGD3,
  42%)

* $18.5 million Second Lien Senior Secured Term Loan -- Caa1
  (LGD6, 92%)

Headquartered in Westlake, OH, Hyland Software, Inc., is a
developer and provider of Enterprise Content Management software
that combines integrated document management, business process
management, and records management solutions.  The Company
primarily focuses on the mid-market segment as well as divisions
of larger organizations.  In July 2007, Hyland was acquired by
private equity firm Thoma Bravo in a leveraged buyout.  Revenues
for the LTM period ended September 30, 2010, were $154 million.


HYTHIAM INC: David E. Smith Discloses 60% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission dated November 26, 2010, David E. Smith disclosed that
he beneficially owns 225,459,952 common stock of Hythiam, Inc.
representing 60% of the shares outstanding.

As of November 17, 2010, the Company had 182,029,048 shares of
Common Stock outstanding, as reported in the Company's quarterly
report on Form 10-Q filed with SEC on November 18, 2010.

The shares disclosed by David E. Smith includes (i) 30,784,152
shares of common stock, par value $0.001 per share, (ii) a warrant
to purchase 1,500,000 shares of Common Stock at an exercise price
of $0.20 per share, (iii) a warrant to purchase 21,960,000 shares
of Common Stock at an exercise price of $0.01 per share, and (iv)
a convertible promissory note convertible into 171,215,800 shares
of Common Stock.  The Company said it does not currently have
sufficient Common Stock to effect the conversion of the Note.  The
Company plans to use its best efforts to increase the authorized
and unissued shares.

                        About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., is a healthcare services
management company, providing through its Catasys(R) subsidiary
specialized behavioral health management services for substance
abuse to health plans.

The Company's balance sheet at Sept. 30, 2010, showed
$3.48 million in total assets, $4.11 million in total liabilities,
and a stockholders' deficit of $634,000.  Stockholders' deficit
was $588,000 at June 30, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
BDO Seidman, LLP, in Los Angeles, 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 has suffered recurring losses from operations and
negative cash flows from operating activities.


J BAR 2: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: J Bar 2 Producers Limited Partnership
        4572 Road 16
        Harrisburg, NE 69345

Bankruptcy Case No.: 10-43557

Chapter 11 Petition Date: November 28, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: William L. Needler, Esq.
                  WILLIAM L. NEEDLER & ASSOCIATES, LTD.
                  P.O. Box 177
                  Ogallala, NE 69153
                  Tel: (308) 284-4505
                  Fax: (308) 284-3813
                  E-mail: williamlneedler@aol.com

Estimated Assets: $100,001 to $500,000

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
------                   ---------------        ------------
American Mortgage Company                        $1,567,629
422 North Dewey Street
North Platte, NE 69101

The petition was signed by J.W. Snyder, partner.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Janice & J.W. Snyder, Inc.             10-41523    05/17/10
John W. Snyder and Janice L. Snyder    10-41524    05/17/10
J.W. Snyder Partnership                10-43556    11/28/10


JETBLUE AIRWAYS: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.

"The outlook revision on JetBlue is based on improving earnings
and cash flow, which could result in an upgrade over the next
year," said Standard & Poor's credit analyst Philip Baggaley.
"S&P's corporate credit rating on JetBlue reflects the company's
participation in the high-risk U.S. airline industry, its
substantial debt burden, and its highly leveraged financial
profile.  Competitive operating costs and adequate liquidity are
positive credit factors.  S&P forecasts that JetBlue will generate
adjusted EBITDA coverage of more than 2x in 2010 and 2011, with
funds flow to debt in the low-teen percent area.  S&P
characterizes JetBlue's business profile as weak and its financial
profile as highly leveraged."

JetBlue is a midsize U.S. low-cost, low-fare airline that started
operating in 2000 from New York's JFK International Airport --
which remains its principal hub.  JetBlue has been profitable in
six of the last seven quarters (the exception being a modest loss
in first-quarter 2010), a more consistent performance than those
of most U.S. airlines.  This is partly because JetBlue, which
carries mostly domestic leisure passengers (rather than business
or international travelers) did not fare as poorly as did large
"legacy carriers" in 2009.  Gradually improving earnings this year
(net income $88 million versus $47 million in 2009 for the nine
months through Sept. 30) was driven by higher revenues that more
than offset higher fuel expense.  This is consistent with the
pattern seen for other U.S. airlines, though JetBlue's improvement
has not been as pronounced.  Still, the airline's financial
profile remains highly leveraged, with EBITDA interest coverage of
2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%.

JetBlue has taken on substantial debt and leases to finance its
fleet growth.  The company began its operations relatively well
capitalized (for a startup), added to retained earnings in its
first several years of operations, and undertook several offerings
of common shares.  Debt to capital is in the 75%-80% range,
somewhat above the company's original target, but below those of
most U.S. airlines.  Using an alternative measure of an airline's
debt burden, fully adjusted debt as a percentage of annual
revenues, shows JetBlue to be more heavily leveraged than most
U.S. airlines -- around 134% (most large U.S. airlines are around
100%).  JetBlue has no defined-benefit pension plans or retiree
medical liabilities.

"S&P could raise its ratings on JetBlue if improving earnings and
cash flow result in funds flow to total debt consistently in the
mid-teen percent area and unrestricted cash and short-term
investments remain above $800 million on a sustained basis," Mr.
Baggaley continued.  "In assessing the credit implications of any
liquidity level, S&P would also consider normal seasonal changes
in cash and air traffic liability (cash levels fluctuate somewhat
with seasonal ticket purchasing patterns, with the end of the
second quarter near the high point and the end of the fourth
quarter near the low point), upcoming debt maturities and other
claims on cash, and the company's expected operating cash flows.
S&P could revise its rating outlook to stable if reduced earnings
and cash flow cause funds flow to debt to slip back to the 5%-10%
range."


JUDE THADDEUS: Wins Dismissal of Chapter 11 Case
------------------------------------------------
The Hon. Alan S. Trust granted the request of Jude Thaddeus
Partners 1, Inc., to dismiss its own Chapter 11 bankruptcy case.
Judge Trust rejects the objection of the Debtor's primary
creditor, SPCP Group, LLC, as well as SPCP's request to, instead,
convert the case to chapter 7.

The Debtor seeks dismissal of the case due to its inability to
effectively liquidate its assets and reorganize.  SPCP, the
largest and sole secured creditor of the Debtor's estate, asserts
that Debtor filed the case in bad faith, and wants the Court
convert the case to chapter 7, to allow a chapter 7 trustee to
investigate the Debtor's affairs, and, potentially, liquidate the
Debtor's real property.  The Motion to Dismiss and the Motion to
Convert were both filed after the Debtor defaulted under an
adequate protection order, resulting in the automatic stay being
lifted to allow SPCP to foreclose against the Debtor's sole asset.

A copy of the Court's Nov. 1 memorandum opinion is available at
http://is.gd/hZ5xafrom Leagle.com.

Based in Old Westbury, New York, Jude Thaddeus Partners 1,
Inc., owns real property located at 76 Shore Road a/k/a 74 Shore
Road, in Glen Cove, New York.  It filed for bankruptcy protection
(Bankr. E.D.N.Y. Case No. 10-73014) on April 26, 2010.  Gary M.
Kushner, Esq., at Forchelli, Curto, Deegan, Schwartz, Mineo, Cohn
& Terrana, LLP, in Uniondale, New York, serves as the Debtor's
counsel.  The Debtor estimated $1 million to $10 million in both
assets and debts.


JUNIPER GROUP: Posts $11.3 Million Net Loss in Q3 2010
------------------------------------------------------
Juniper Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss available to common stockholders of
$11.3 million on $381,513 of revenue for the three months ended
September 30, 2010, compared with net income of $6.6 million on
$102,451 of revenue for the same period last year.

At September 30, 2010 the Company had a working capital deficit of
approximately $6.4 million and a stockholders' deficit of
approximately $28.2 million.  In addition, the Company has
defaulted on several of its liabilities.

The Company's balance sheet at September 30, 2010, showed
$1.1 million in total assets, $29.3 million in total liabilities,
and a stockholders' deficit of $28.2 million.

Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
expressed substantial doubt about Juniper Group, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has a working
capital deficiency and has suffered recurring losses from
operations.

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

               http://researcharchives.com/t/s?7018

Boca Raton, Fla.-based Juniper Group, Inc., is a holding company.
The Company was incorporated in the State of Nevada in 1997 and
conducts its business through indirect wholly-owned subsidiaries.

The Company's wireless infrastructure services operating
subsidiaries primarily focus their activities in the Eastern and
Central United States.  The Company's intention is to be able to
support the increased demand in the deployment of wireless
infrastructure services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of
wireless telecommunication network sites, site acquisitions, site
surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.


KENTUCKY ENERGY: Incurs $995,700 Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Kentucky Energy Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $995,676 on $784,841 of coal revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$2.35 million on $348,334 of coal revenues for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$5.44 million in total assets, $9.18 million in total liabilities,
and a stockholders' deficit of $3.74 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7000

                      About Kentucky Energy

Paterson, N.J.-based Kentucky Energy, Inc. (formerly Quest
Minerals & Mining Corp.) acquires and operates energy and mineral
related properties in the southeastern part of the United States.
The Company focuses its efforts on operating properties that
produce quality compliance blend coal, generating revenues and
cash flow through the mining, processing, and selling of the coal
located on these properties.

The Company is a holding company for Quest Minerals & Mining,
Ltd., a Nevada corporation, which in turn is a holding company for
Quest Energy, Ltd., a Kentucky corporation, and of Gwenco, Inc., a
Kentucky corporation.  Quest Energy, Ltd., is the parent
corporation of E-Z Mining Co., Inc, a Kentucky corporation, and of
Quest Marine Terminal, Ltd., a Kentucky corporation.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.

In 2009, the United States Bankruptcy Court for the Eastern
District of Kentucky confirmed Gwenco's Plan of Reorganization
pursuant to Chapter 11 of the U.S. Bankruptcy Code.  The Plan
became effective on October 12, 2009.

RBSM, LLP, in New York, expressed substantial doubt about Quest
Minerals' ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and that its only
operating subsidiary, Gwenco, Inc., has filed for reorganization
under Chapter 11 of U.S. Bankruptcy Code.


KIEBLER RECREATION: Cash Collateral Hearing Tomorrow
----------------------------------------------------
The Post-Journal in Jamestown, New York, reports that a hearing
will take place on Thursday in U.S. Bankruptcy Court in the
Northern District of Ohio to determine whether Peek'n Peak
Resort's cash collateral will continue to be used by the resort
after the expiration date on Dec. 12, 2010.

According to the report, Peek officials in court papers state if
cash collateral continues to be used -- after its expiration date
Dec. 12 -- the business will be able to build up cash reserves to
fund all plan payments through the bankruptcy reorganization date
of May 1, 2011, and into next ski season.  If cash collateral use
is not continued, it will "significantly hamper" the resort's
ability to operate its business.

The Company's reorganization plan, the Post-Journal relates,
intends to pay back secured and unsecured claims.  The Plan states
that real property tax claim by the county of more than $1.2
million in unpaid taxes from 2008, 2009 and 2010 will be paid.
Also, resort officials plan to pay the state the more than
$436,000 it owes in sales tax.  The money owed is a secured claim
that allows the creditors to have a lien on the property for
collateral.  Secured creditors have the best chance of getting
relief on their claim. Others owed secured claims, according to
bankruptcy case documents, include Kings Heating and Sheet Metal
of Falconer, which is owed $87,891, and R.W. Larson Associates,
which has a Jamestown office, is owed two claims -- $58,752 and
$18,023.  Altogether there is more than $30 million in secured
claims against resort owner Paul Kiebler IV.

As for non-secured credit claims, Mr. Kiebler has a total of
$3,848,446.  Unfortunately for those owed unsecured claims, they
come in low in priority and may receive little or no payment at
all.  However, the resort's court papers state deferred cash
distributions will be made to those with unsecured claims, the
report relates.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection on May 26,
2010 (Bankr. N.D. Ohio Case No. 10-15099).  Robert C. Folland,
Esq., at Thompson Hine LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
between $10 million to $50 million as of the Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


KIMHYO LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Kimhyo, LLC
        1822 Atlantic Ave.
        Atlantic City, NJ 08401

Bankruptcy Case No.: 10-46673

Chapter 11 Petition Date: November 26, 2010

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

Judge: Judith H. Wizmur

Debtor's Counsel: David H. Lipow, Esq.
                  LAW OFFICES OF ERIK B. JENSEN, P.C.
                  1528 Walnut St., Suite 1401
                  Philadelphia, PA 19102
                  Tel: (215) 546-4700
                  Fax: (215) 546-7440
                  E-mail: mmcculley@erikjensenlaw.com

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

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

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

The petition was signed by Ryanghee Kim, president.


LEE WHITE: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Lee D. White
               Phyllis J. White
               1057 134th Ave NE
               Bellevue, WA 98005

Bankruptcy Case No.: 10-24177

Chapter 11 Petition Date: November 28, 2010

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

Judge: Marc Barreca

Debtor's Counsel: Jonathan S. Smith, Esq.
                  ADVANTAGE LEGAL GROUP
                  11109 Slater Ave NE, Ste 101
                  Kirkland, WA 98033
                  Tel: (425) 452-9797
                  E-mail: jonathan@advantagelegalgroup.com

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

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

A list of the Joint Debtors' 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-24177.pdf


KUN RUN: Reports $512,800 Net Income in September 30 Quarter
------------------------------------------------------------
Kun Run Biotechnology, Inc., filed its quarterly report on Form
10-Q, reporting net income before noncontrolling interest of
$512,824 on $2.5 million of revenue for the three months ended
September 30, 2010, compared with net income before noncontrolling
interest of $2.1 million on $4.0 million of revenue for the same
period last year.

The Company's balance sheet at September 30, 2010, showed
$40.9 million in total assets, $5.3 million in total liabilities,
and stockholders' equity of $35.6 million.

"In July 2010, the Company received a notice from the Hainan Food
and Drug Administration that the agency would investigate certain
products of the Company due to production procedure concerns and
at the same time the GMP license of the Company would be suspended
until the investigation is concluded," the Company said in the
filing.

"All operations of the production lines and all manufacturing of
the medicine products are suspended.  The agency has not concluded
its investigation.  The Company believes that due to the prolonged
investigation, it is unlikely that its production will resume any
time soon and its results of operations will be adversely
impacted.  On September 3, 2010, the Company entered into a
Redemption Agreement of which the Company agreed to redeem all of
the 5,228,758 Series A Preferred Stock and warrants to purchase up
to 1,568,627 shares of Series A Preferred Stock for a cash
consideration $9 million."  In view of the aforementioned factors,
the Company believes that there is substantial doubt about its
ability to continue as a going concern.

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

               http://researcharchives.com/t/s?7011

Based in Haikou City, Hainan Province, China, Kun Run
Biotechnology, Inc., formerly known as Aspen Racing Stables, Inc.,
was incorporated in the State of Nevada on March 10, 2006.  The
Company is engaged, through Hainan Zhonghe Pharmaceutical Co.,
Ltd., its China based indirect subsidiary, in the development,
manufacture, marketing and sale of prescription polypeptide drugs.
The Company's principal products are polypeptide derivatives as
well as chemical products.  Products are sold primarily in China
and through Chinese domestic pharmaceutical distributors licensed
by the Chinese government.  Manufacturing and sales facilities are
located in the City of Haikou, in Hainan Province.


LEHMAN BROTHERS: Wins Nod to Amend Archstone Facility
-----------------------------------------------------
Lehman Brothers Holdings Inc. received approval from the
Bankruptcy Court of an amendment to the terms governing the
restructuring of investments made in Archstone-Smith Trust.

The amendment provides for the conversion of certain corporate
loans made to Archstone into new equity interests instead of into
a new fully-funded term loan.

The initial terms of the restructuring, which was approved by the
Court on May 25, 2010, provides for the conversion to new equity
interests of the $5.2 billion loan provided by LBHI's affiliates,
Bank of America and Barclays Capital Real Estate Inc. to finance
the buyout of Archstone.  The terms also provide that the
corporate loans, which have an aggregate principal amount of $237
million, would have remained outstanding as a new fully-funded
term loan.

LBHI, Bank of America and Barclays Capital are still negotiating
the restructuring and, thus, its terms are not yet final,
according to Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in
New York.

A definitive agreement on the terms of the restructuring will
require final approval by Barclays Capital and Bank of America.
LBHI and its affiliated debtors will not proceed with the
restructuring without the final approval, Mr. Waisman says.

In a declaration, Jeffrey Fitts, co-head of LBHI's real estate
group, says the changes made to the restructuring provide the
best framework for protecting and maximizing the value of the
investments made in Archstone and that they are immaterial in the
context of the overall value of the restructuring.

"Once effectuated, the restructuring, as modified, will further
reduce the leverage of the capital structure of Archstone by an
additional amount of approximately $237 million for a total
reduction of approximately $5.4 billion by effect of the equity
conversion," Mr. Fitts says.

The proposed changes to the restructuring drew support from the
Official Committee of Unsecured Creditors.  It asks the Court to
approve the proposed changes so long as they won't adversely
affect the Debtors' claims or interests with respect to
Archstone.

                       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: Gets Approval to Implement 2011 Incentive Program
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
authority from Judge Peck of the U.S. Bankruptcy Court for the
Southern District of New York to implement a program to pay up to
$15 million of bonuses in 2011 to employees involved in unwinding
their derivatives business.

The program, which they call "derivatives employee incentive
plan," offers a performance-based bonus pool of up to $15
million, plus $15 million that has yet to be earned under an
incentive program previously approved by the Court.

Late last year, the Court approved a similar incentive program,
which offered a bonus pool of up to $50 million for Lehman
employees in the derivatives business.  About $15 million of the
2010 bonus pool has yet to be earned and will be handed out next
year along with the $15 million the Debtors are seeking to set
aside through the proposed 2011 incentive plan.

The Debtors estimate that about 175 employees will be required in
2011 to wind down their derivatives business.   Of this, 150
employees will work full-time while the rest will work part-time.

"The 2011 incentive plan was developed by the Debtors primarily
to maintain the momentum and the success the Debtors have
realized in the ongoing wind down of [their] derivatives
businesses," Robert Hershan, managing director of Alvarez and
Marsal, says in court papers.

Mr. Hershan adds that the Debtors have already recovered $2.5
billion in cash as of August 31, 2010, bringing the total amount
of cash recovered from their derivatives assets to more than $11
billion since September 15, 2008.

The incentive program will be less costly in 2011 because 95% of
derivatives contracts have been resolved, Mr. Hershan tells the
Court.  At the outset, Lehman had 10,000 derivatives contracts
involving 1.7 million transactions, according to an October 28,
2010 report by Bloomberg News.

To be eligible for the 2011 incentive plan, a worker must be
employed by the Debtors or by LAMCO Holdings LLC and its
subsidiaries from January 1 to December 31, 2011.  LAMCO is a new
subsidiary established by the Debtors to provide management
services and administer their assets.  Many of LBHI's employees
were transferred to LAMCO in compliance with a prior court order.

Workers hired between January 1 to October 1, 2011, and are
employed through the end of the year as well as those who have
dedicated a portion of their time to unwind the Debtors'
derivatives businesses may also be eligible to earn incentives.

An employee will not be entitled to receive incentive payment if
he is terminated without cause before September 30, 2011.
However, he will receive his base salary, contractual bonus and
50% of the incentives he earned under the 2010 incentive program.

Meanwhile, an employee who is terminated without cause after
September 30, 2011 but before December 31, 2011, will not be
entitled to receive incentive payment unless the maximum amount
distributed to eligible employees is less than 75% of the $15
million incentive pool.

Under the 2011 incentive plan, the Debtors and the LAMCO entities
may offer to extend the contracts of their employees.

Contributions to the incentive pool will be calculated based upon
total recovery value in excess of the greater of $15 billion and
the total recovery value determined for the 2010 incentive
program as of December 31, 2010.

A full-text copy of the document comparing the Debtors' 2010 and
2011 incentive plans is available without charge at:

    http://bankrupt.com/misc/LBHI_2011IncentivePlan.pdf

                       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: Court OKs Lloyd's Payment of $10 Million
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates received the U.S.
Bankruptcy Court for the Southern District of New York's authority
for Lloyd's London and London Market Company to pay US$10 million
in connection with a settlement deal involving their former
officers.

Lloyd's is one of the firms tapped by Lehman Brothers Holdings
Inc. to provide insurance coverage to former and incumbent
directors and officers who are facing various lawsuits, some of
which stemmed from the company's bankruptcy filing in 2008.  It
provides coverage of $10 million in excess of US$45 million.

LBHI earlier entered into an agreement with Booth Foundation Inc.
to settle the lawsuits it filed against former Lehman officers
including Richard Fuld Jr. and Martin Shafiroff.  The lawsuits
allege unsuitability and failure to supervise claims, which
stemmed from alleged activities of certain Lehman brokers in
connection with the sale to Booth Foundation of LBHI-issued
notes.  The lawsuits are pending in the U.S. Court of Appeals for
the Second Circuit.

According to LBHI's lawyer, Richard Krasnow, Esq., at Weil
Gotshal & Manges LLP, in New York, the settlement deal will not
take effect unless the U.S. Bankruptcy Court for the Southern
District of New York permits Lloyd's to pay US$10 million to Booth
Foundation as condition for the dismissal of the lawsuits.

Mr. Krasnow says that if Lloyd's is barred from paying out the
$10 million, Mr. Fuld could file a claim against LBHI for that
amount.

"Consequently, payment of the settlement amount under the Lloyd's
policy will reduce or eliminate the claims that Fuld could assert
against the Debtors," Mr. Krasnow says in court papers.

The settlement payment would equal about 5% of Lehman's total
insurance coverage for directors and officers from 2007 to 2008,
according to an October 28, 2010 report by Bloomberg News.

                       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: Bank of America Ordered to Return $500 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
ordered Bank of America to return $500 million that it seized
from Lehman Brothers Holdings Inc.

In a November 16 memorandum opinion, Judge Peck held that the
post-bankruptcy seizure of funds was "unauthorized" and
"impermissible" in violation of bankruptcy laws that protect
companies in Chapter 11 from having creditors seize assets.

"The current litigation between LBHI and [BofA] sheds light on
actions taken by [BofA] to better protect itself from Lehman-
related credit risk in August 2008, only a matter of weeks before
LBHI filed for bankruptcy," Judge Peck said.

Judge Peck noted that BofA was particularly worried about the
risk of suffering potentially significant losses in the course of
performing its role as Lehman's clearing bank.

The bankruptcy judge reserves his decision on the issue of any
costs, damages or sanctions to be awarded.

LBHI deposited the $500 million into a cash collateral account
weeks before its bankruptcy filing in September 2008 as
additional protection to BofA.  In November 2008, BofA seized
those funds without prior bankruptcy court approval to offset the
$500 million against debts owed by LBHI.

The case is Bank of America, N.A., Plaintiff and Counterclaim-
Defendant, v. Lehman Brothers Holdings Inc., Defendant and
Counterclaim-Plaintiff, and Lehman Brothers Special Financing
Inc., Defendant, Adv. Pro. Case No. 08-01753 (Bankr. S.D.N.Y.).

                       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: Lehman, Nortel Challenge U.K. on Pension Debt
--------------------------------------------------------------
Lehman Brothers Holdings Inc.'s European unit and Nortel Networks
Corp. said they should not be required to pay a combined GBP2.25
billion bill to support their pension funds, according to a
November 25 report by Bloomberg News.

At the November 24 hearing in London, Nortel's lawyer, William
Trower, Esq., said the pension regulator does not have the power
to issue so-called financial support directions against companies
in administration or liquidation, according to the report.

Earlier, the pension regulator sought funds from Lehman Brothers
International Europe to cover the GBP148 million deficit in its
retirement plan, and as much as GBP2.1 billion from Nortel for
the underfunding of its plan.

"If Parliament had intended an FSD to be an administrative
expense, Parliament would also have required the pension
regulator to take into account the consequences of the FSD on the
administration," said Mr. Trower, who said he was speaking on
behalf of Nortel and Lehman Brothers.

                       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)


LINDA VISTA: Plan Violates Sec. 524(e) Discharge Provision
----------------------------------------------------------
The Hon. James M. Marlar declined to confirm Linda Vista Cinemas
L.L.C.'s amended Chapter 11 plan of reorganization, ruling that
the plan violated discharge provisions under 11 U.S.C. Sec.
524(e).  Except for Sec. 524(e), Judge Marlar said the Debtor
satisfied the legal requirements for confirmation.

Judge Marlar has given the Debtor until Christmas Eve to file an
amended plan.  All stays will remain in effect until further
hearings.

The Debtor originally filed a plan on August 24, 2010, and amended
it on September 14, 2010.  The Plan proposes to repay all of the
Debtor's creditors 100% of their outstanding indebtedness, over a
period of time.  Contributions to the Debtor will be made, as
needed, by the principals and affiliates of the Debtor.  These
same parties have also guaranteed the obligations of the Debtor to
its primary secured creditor, Bank of Arizona, N.A.

The Plan also proposes enjoin legal actions against the Guarantors
for the duration of the Plan term, and so long as Plan payments
are timely made pursuant to the Plan.

The Bank, owed roughly $5.29 million, objected to confirmation,
arguing that:

     1. The Plan violated 11 U.S.C. Sec. 524(e), and therefore the
        Debtor could not clear the statutory hurdles of Sections
        1129(a)(1) and (2).

     2. The Plan was speculative and therefore not feasible under
        Section 1129(a)(11).

     3. The Plan violated the absolute priority rule under Section
        1129(b)(2)(B)(ii).

     4. The Plan was unfair because the provisions for alternative
        treatment of the Bank, depending on how it voted, were not
        appropriate.

Judge Marlar held that, even though the Debtor's case is deserving
of confirmation, his hands are tied by Ninth Circuit precedence.
"This court cannot get past what it believes to be the Circuit's
pronouncements on the [Section] 524(e) issue," Judge Marlar said.

A copy of Judge Marlar's Memorandum Decision, dated November 24,
2010, is available at http://is.gd/hYQnKfrom Leagle.com.

Based in Tucson, Arizona, Linda Vista Cinemas, L.L.C., owns and
operates a movie multi-plex known as Tower Theatres.  Linda Vista
Cinemas filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No.
10-14551) on May 12, 2010.  Michael W. McGrath, Esq., at Mesch
Clark & Rothschild, in Tucson, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.


LIONS GATE: Carl Icahn Reports 37.13% Equity Stake
--------------------------------------------------
Carl C. Icahn disclosed in an amended Schedule 13D filing with the
Securities and Exchange Commission on November 26, 2010, that he
beneficially owns 44,772,451 shares of Lions Gate Entertainment
Corp. common stock representing 37.13% of the shares outstanding.

Other subsidiaries of Mr. Icahn also beneficially own these
shares:

                                   Amount of Shares    Equity
                                  Beneficially Owned    Stake
                                  ------------------   ------
High River Limited Partnership       8,954,490        7.43%
Hopper Investments LLC               8,954,490        7.43%
Barberry Corp.                       8,954,490        7.43%
Icahn Partners Master Fund LP       15,372,255       12.75%
Icahn Partners Master Fund II LP     5,381,689        4.46%
Icahn Partners Master Fund III LP    2,032,423        1.69%
Icahn Offshore LP                   22,786,367       18.90%
Icahn Partners LP                   13,031,594       10.81%
Icahn Onshore LP                    13,031,594       10.81%
Icahn Capital LP                    35,817,961       29.70%
IPH GP LLC                          35,817,961       29.70%
Icahn Enterprises Holdings L.P.     35,817,961       29.70%
Icahn Enterprises G.P. Inc.         35,817,961       29.70%
Beckton Corp.                       35,817,961       29.70%

The percentages are based upon the 136,694,840 Shares outstanding
as of November 12, 2010, as reported by Lions Gate in its Proxy
Statement for the 2010 Annual General Meeting of Shareholders of
Lions Gate filed on November 19, 2010, minus the 16,236,305 Shares
issued on July 20, 2010 to a director of Lions Gate, as reported
by Lions Gate in its Form 8-K filed on July 21, 2010, which were
not included in the calculation of percentage ownership because
the validity of such issuance is in dispute.

                         About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is an independent producer and
distributor of motion pictures, home entertainment, television
programming and animation worldwide and holds a majority interest
in the pioneering CinemaNow VOD business.

Lions Gate Entertainment Corp. reported total assets of
$1,592,874,000 against total liabilities of $1,594,454,000,
resulting in total deficiency of $1,580,000 as of June 30, 2010.

Lions Gate carries 'B-' issuer credit ratings from Standard &
Poor's.


LIVE NATION: S&P Gives Stable Outlook, Affirms 'B+' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Beverly
Hills Calif.-based Live Nation Entertainment Inc. to stable from
positive.  At the same time, Standard & Poor's affirmed its
ratings on the company, including its 'B+' corporate credit
rating.  Total debt was $1.7 billion as of Sept. 30, 2010.

"The outlook revision is based on weaker operating performance in
the key third quarter ended Sept. 30, 2010, increasing debt
leverage, and the narrowing margin of compliance with bank debt
covenant levels," noted Standard & Poor's credit analyst Hal
Diamond.

The 'B+' corporate credit rating reflects Standard & Poor's
expectation of only a modest recovery in the concert business in
2011 versus 2010's depressed state.  S&P believes that EBITDA will
decline roughly 15% in 2010, resulting in an increase in debt
leverage to roughly 6.0x from 5.1x in 2009, pro forma for the
January 2010 $930 million stock-based purchase of Ticketmaster
Entertainment Inc. S&P has factored into the current rating its
base case forecast of a 1% revenue and 8% EBITDA increase in 2011
due to cost reductions, resulting in a decline in debt leverage to
5.8x.  S&P expects Live Nation to perform in line with its
thresholds for the rating, including adjusted leverage at between
5.5x and 6.5x.

The rating also considers S&P's view that Live Nation will
eventually benefit from vertical integration opportunities
stemming from its acquisition of Ticketmaster.  Live Nation is now
managing artists, booking them in its network of owned and
operated venues, and selling concert tickets, concessions, and
high-margin corporate sponsorships.  S&P assesses the business
profile as fair, based on the company's strong position in the
live entertainment and ticketing industries, offset by low EBITDA
margins of the concert business and increasing ticketing
competition.  S&P views the company's financial profile as highly
leveraged because of its debt leverage and tightening covenants.


LRL CITI: Asks for Dismissal of Chapter 11 Cases
------------------------------------------------
Four related companies -- Hermann Street DE, LLC; LRL Citi
Properties I DE, LLC; Trophy Properties I DE, LLC; and Sutter
Associates DE, LLC -- which were part of the CitiApartments/Lembi
Group of companies have asked the Northern District of California
bankruptcy court to dismiss their pending chapter 11 cases,
netDockets reports.

According to the report, the companies, which owned 15 apartments
buildings in San Francisco at the time of their February 2010
bankruptcy filings, had proposed a plan of reorganization that was
based upon finding a buyer for their properties.  However, the
Debtors failed to locate an acquirer and, as a result, the court
denied confirmation of their proposed plan, the report relates.

Subsequently, the servicer of their $110 million in secured debt -
- CW Capital Asset Management, LLC -- received relief from the
automatic stay and foreclosed on all of the debtors' assets,
according to netDodckets.

Last week, the report says, the Debtors filed a motion with the
bankruptcy court seeking dismissal of their chapter 11 cases,
asserting that they "have no remaining assets" and that there are
"no available assets or valuable litigation claims for
administration by a Chapter 7 Trustee."  A hearing on the motion
is scheduled for December 17, 2010, the report adds.

                       About LRL Citi, et al.

San Francisco, California-based LRL Citi Properties I DE, LLC,
filed for Chapter 11 bankruptcy protection on February 8, 2010
(Bankr. N.D. Calif. Case No. 10-30414).  M. Elaine Hammond, Esq.,
at Friedman, Dumas and Springwater, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

The Debtor's affiliates -- Trophy Properties I DE, LLC; Sutter
Associates DE, LLC; Hermann Street DE, LLC -- filed separate
Chapter 11 petitions.

Four companies affiliated with CitiApartments, a major San
Francisco landlord, and its owners, the Lembi family, filed for
chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D.
Calif. Case No. 10-30414):

     -- LRL Citi Properties I DE, LLC
     -- Trophy Properties I DE, LLC Affiliate
     -- Sutter Associates DE, LLC Affiliate
     -- Hermann Street DE, LLC


LYONDELLBASELL INDUSTRIES: Moody's Lifts Corp. Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
of LyondellBasell Industries N.V. to Ba3 from B1 following the
company's recent announcement that it plans to repay approximately
$775 million of debt prior to year-end.  Moody's also raised LYB's
Speculative Grade Liquidity Rating to SGL-1 from SGL-2 given the
large increase in its cash balance in the third quarter.  The
rating outlook is positive.

Moody's also raised LYB's guaranteed senior secured first lien
term loan and notes to Ba2 from Ba3, its guaranteed senior secured
third lien notes to B2 from B3.

                        Ratings Rationale

"LyondellBasell has substantially outperformed Moody's
expectations over the last two quarters, which has greatly
improved their financial flexibility; this should allow management
to maintain very conservative financial metrics over the next year
or two, at a minimum," stated John Rogers Senior Vice President at
Moody's.

LyondellBasell's Ba3 CFR reflects its limited operating history
post-bankruptcy, lack of an independent board of directors and the
disproportionate control afforded to three shareholders at the
current time.  Moody's also believes that the company will need to
rationalize additional capacity in Europe and maintain capex at
elevated levels to improve the performance and reliability of all
of its facilities.  The ratings upgrade also reflects the
expectation that LYB will address some of its governance issues at
its shareholders meeting in the second quarter of 2011.

The company's large size, significant vertical integration,
operational diversity, leading market positions in key commodities
and a management team with a track record of conservative
financial management in the petrochemical industry are likely to
provide upside to the rating over time.  Management has stated
that it is seeking to achieve an investment grade rating and
Moody's noted that LYB has an investment grade Business Profile
according to Moody's Chemicals Industry Methodology.  However, due
to LYB's limited operating history, aforementioned governance
issues and secured debt structure, this is unlikely over the near
term.

The positive outlook reflects Moody's assumption that LYB will
address its governance issues at its first public shareholders
meeting next spring.  To the extent that the company can establish
an independent board and dilute the influence of minority
shareholders that have disproportionate board representation,
Moody's would likely raise the company's CFR to Ba2.  This
potential upgrade assumes that management policies and industry
conditions remain supportive of the higher rating.  Further
upgrades to the rating are possible once the company is further
along in addressing its operating issues and has developed a
viable plan to refinance its secured capital structure.

U.S. feedstock prices are likely to continue to have a positive
impact on LYB's financial performance over the next several years.
As U.S. exploration and production companies focus their drilling
on wet gas or natural gas liquids and mid-stream companies build
more pipelines and fractionation capacity.  Moody's expects the
price of ethane relative to natural gas prices to decline over the
next two years as new fractionation capacity is brought online and
pipeline projects are completed.  Ethane currently trades at a 70-
90% premium to natural gas.  Moody's expects that the ethane
premium in the U.S. will fall back below 50% by 2012 as increased
ethane supplies outstrip demand.  The decline in U.S. feedstocks
is expected to allow the company to maintain solid margins in the
U.S. olefins business despite additional pressure on international
polyolefin pricing in 2011.  The combination of good margins in
U.S. olefins and stable refining margins should allow LYB to
generate a meaningful level of free cash flow in 2011 despite
elevated capex and moderate increases in oil prices.

The upgrade of the speculative grade liquidity rating to SGL-1
reflects the company's large cash balance as of the end of the
third quarter, the expectation that LYB will generate strong
earnings and additional cash in the fourth quarter, very limited
use of the ABL revolver and no covenants (the ABL expires in 2014
and currently has no covenants unless availability falls below
$300 million; in April 2012 the threshold rises to $400 million).

Ratings upgraded:

LyondellBasell Industries N.V. (Guarantor of the rated debt)

  -- Corporate Family Rating to Ba3 from B1
  -- Probability of Default Rating to Ba3 from B1
  -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

Lyondell Chemical Company

  -- Guaranteed Senior Secured 1st lien term loan due 2016 to
     Ba2(LGD 3/37%) from Ba3 (LGD 3/37%)

  -- Guaranteed Senior Secured 1st lien notes due 2017 to Ba2(LGD
     3/37%) from Ba3 (LGD 3/37%)

  -- Guaranteed Senior Secured 3rd lien notes due 2018 B2(LGD
     5/81%) from B3 (LGD 5/88%)

LyondellBasell Industries N.V. is one of the world's largest
independent petrochemicals companies.  LYB is a leading
manufacturer of olefins, polyolefins, propylene oxide and related
derivatives; it also has a large global licensing and catalyst
business (primarily related to polyolefins production
technologies).  LYB also has two refineries with a total capacity
of over 370 thousand barrels per day.  LYB had revenues of roughly
$39 billion for the last four quarters ending September 30, 2010.


M FABRIKANT: Trust May Recoup $100,800 From Gramercy Jewelry
------------------------------------------------------------
Alan M. Jacobs, as Trustee of the Shared Assets Trust, sued
Gramercy Jewelry Manufacturing Corp. under 11 U.S.C. Sec. 547(b)
to recover $103,832 paid by M. Fabrikant & Sons, Inc., and
Fabrikant-Leer International Ltd. during the 90-day period
preceding the filing of the Debtors' chapter 11 petitions.  The
Court conducted a bench trial, and concludes that the plaintiff is
entitled to $100,797.17 judgment.  The Court held that payments by
the Debtors aggregating $102,984.17 are avoidable as preferences,
but Gramercy is entitled to a $2,187 credit under the "new value"
exception.

The case is ALAN M. JACOBS, as Trustee of the Shared Assets Trust,
Plaintiff, GRAMERCY JEWELRY MANUFACTURING CORP., Defendant, Adv.
Pro. 08-1690 (Bankr. S.D.N.Y.), and a copy of the Hon. Stuart M.
Bernstein's Nov. 4 order is available at http://is.gd/hZkz5from
Leagle.com.

                        About M. Fabrikant

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 and 06-12739).  Mitchel H. Perkiel, Esq., Lee
W. Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders
LLP represented the Debtors in their restructuring efforts.  Alan
Kolod, Esq., Lawrence L. Ginsberg, Esq., and Christopher J.
Caruso, Esq., at Moses & Singer LLP, served as counsel to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
showed $225,612,204 in assets and $70,443,195 in liabilities.


M-WISE INC: Incurs $430,000 Net Loss in September 30 Quarter
------------------------------------------------------------
m-Wise Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $430,064 on $530,464 of sales for the three months
ended Sept. 30, 2010, compared with net income of $28,540 on
$910,522 of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $686,394 in
total assets, $1.56 million in total liabilities, and a
stockholders' deficit of $868,610.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ffc

                       About m-Wise, Inc.

Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware
corporation that develops interactive messaging platforms for
mobile phone-based commercial applications, transactions, and
information services with internet billing capabilities.

The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is
located in Israel and was incorporated in 2000 under the laws of
Israel; and m-Wise Tecnologia LTDA., which is located in Brazil
and was incorporated in 2009 under the laws of Brazil.


MARK IV: Moody's Raises Corporate Family Rating to 'B1'
-------------------------------------------------------
Moody's Investors Service raised the Corporate Family and
Probability of Default Ratings of Mark IV LLC's to B1 from B2.  In
a related action Moody's assigned a Ba3 rating to Mark IV's new
Euro 200 million of senior secured notes, and assigned a Ba2
rating the new asset base revolving credit facility.  The rating
outlook is stable.

These ratings were raised:

Mark IV, LLC

  -- Corporate Family Rating, to B1 from B2;
  -- Probability of Default, to B1 from B2.

These ratings were assigned:

Mark IV Europe Luxembourg S.C.A./Mark IV USA Luxembourg S.C.A., as
co-issuers

  -- Euro 200 million senior secured notes, Ba3 (LGD3, 39%);

Dayco Products, LLC

  -- Ba2 (LGD2, 29%), for the new $45MM asset based revolver;

Dayco Canada Corp.

  -- Ba2 (LGD2, 29%), for the new $5MM asset based revolver.

These ratings were affirmed and will be withdrawn upon their
repayment:

Mark IV Luxembourg S.a.r.l.

  -- Ba2 (LGD1, 11%), for the $70MM senior secured term loan;

Dayco Products, LLC

  -- Ba2 (LGD1, 11%), for the $45MM asset based revolver;

  -- Ba2 (LGD1, 11%), for the $55MM senior secured term loan;

  -- B2 (LGD3, 48%), for the $177MM restructured debt - tranche B-
     2;

  -- B2 (LGD3, 48%), for the $25MM restructured debt - tranche B-
     4;

Mark IV Industries Corp

  -- Ba2 (LGD1, 11%), for the $5MM asset based revolver;
  -- Ba2 (LGD1, 11%), for the $20MM senior secured term loan;

Dayco Europe S.r.l.

  -- B2 (LGD3, 48%), for the $26.2MM restructured debt - tranche
     B-3.

                        Ratings Rationale

The rating action follows Mark IV's completion of the sale of the
Mark IV IVHS and the Luminator Technologies Group business
segments.  The IVHS business designs, produces, and markets
systems and components utilizing advanced radio frequency and
electronics used for toll collection (EZ-Pass).  The LTG business
encompassed the company's high resolution lighting and display
products for transportation and rail, bus, and aircraft lighting
systems.  Net proceeds from the sale of these businesses combined
with the net proceeds from the new senior secured note will be
used to repay the company's existing senior secured term loan
facilities and restructured second lien term loans.

The rating action incorporates Mark IV's completion of the sale of
the Luminator Technologies Group business segment and the expected
completion of the Mark IV IVHS business segment.  The LTG business
encompassed the company's high resolution lighting and display
products for transportation, rail, bus, and aircraft lighting
systems.  The IVHS business designs, produces, and markets systems
and components utilizing advanced radio frequency and electronics
used for toll collection (EZ-Pass).  Net proceeds from the sale of
these businesses combined with the net proceeds from the new
senior secured note will be used to repay the company's existing
senior secured term loan facilities and restructured debt.

The stable outlook considers Moody's expectation that Mark IV's
credit metrics should continue to support the assigned rating over
the near-term despite potential industry pressures in its end
markets.  Moody's expects European automotive production to soften
in the second half of 2010 as inventory replenishment from expired
government-sponsored vehicle scrappage programs has been
fulfilled.  In addition, revenues may be constrained by the impact
on consumer spending from European government austerity measures.

Mark IV is anticipated to have adequate liquidity over the next
twelve months, supported by cash balances and availability under
its committed long-term revolving facility.  Concurrent with the
Euro note offering, Mark IV will amend and extend the current
$50 million asset based revolving credit facility to November
2015.  The facility is expected to be unfunded upon closing with
approximately $13.2 million of issued letters of credit.  The new
senior secured Euro Note will not contain any financial
maintenance covenants, while the extended asset based revolver
will have a springing fixed charge coverage test of 1.1:1.0 when
availability falls between certain levels (to be determined).
Alternate liquidity is limited as most of the company's assets
secure the credit facilities and restrictions on additional liens.

Mark IV, LLC, is a diversified manufacturer of engineered systems
and components utilizing, mechanical power transmission, air
admission, and other technologies that serve industrial, and
automotive markets.  Pro forma revenues are expected to
approximate $1.2 billion following the sale of the IVHS and LTG
business segments.


MARK IV: S&P Raises Long-Term Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its long-
term corporate credit rating on automotive supplier Mark IV LLC to
'B+' from 'B'.  The outlook is stable.  In addition, S&P assigned
its 'BB' issue rating and '1' recovery rating on the company's
$50 million asset-based revolving credit facility, and S&P's 'BB-'
issue rating and a '2' recovery rating on its ?200 million senior
secured notes.

"The upgrade reflects S&P's expectation that the company will use
cash proceeds from asset sales to reduce debt, thereby improving
its credit profile, and that the proposed refinancing will help
the capital structure," said Standard & Poor's credit analyst
Lawrence Orlowski.  S&P now views the company's improved financial
risk profile as aggressive and continue to view the business risk
profile as weak.  The designation of weak reflects potentially
volatile industry demand and fierce competition, which more than
offset the company's geographic breadth and fair end-market
diversity.

On Oct. 29, 2010, Mark IV LLC completed the sale  of its Luminator
Technology Group for about $65 million in cash and a potential
earn-out of $5 million based on fiscal 2011 EBITDA.  S&P also
expects Mark IV IVHS (E-Z Pass) to be sold by Nov. 30, 2010, for
about $70 million.  The net proceeds from the issuance of the
senior secured notes and asset sales will be used to repay its
exit term and restructured loans.

Although the divestiture of the company's high-margin E-Z Pass
business will lower margins in the near term, S&P believes a
gradual recovery in its auto supplier businesses in Europe, plant
consolidations, and new contracts should help mitigate the adverse
effect of the sale.  S&P also believes the divestiture of the
transportation businesses should allow for a sharper strategic
focus that was not possible previously.

S&P has not factored in any significant improvement in results for
the fiscal year ending Feb. 28, 2011, because of the still-
sluggish global economy and the possibility that auto demand could
drop in Europe (which accounts for about 67% of Mark IV's total
revenues) after numerous vehicle scrappage incentive schemes end.
For calendar-year 2010, S&P expects vehicle sales in Europe to be
6% to 8% lower than they were in 2009.  Accordingly, European
production could be lower heading into 2011.  In the U.S., S&P
expects sales for calendar-year 2010 to be up by about 10% from
last year's levels and to rise about 13%, to 12.9 million units,
in 2011.

S&P considers Mark IV's business risk profile to be weak, largely
because of volatile auto production levels, high fixed costs,
fierce competition, and severe pricing pressures that characterize
the global auto supplier industry.  These pressures are only
partly offset by Mark IV's geographic breadth and fair customer
diversity.  Furthermore, Mark IV is not overly exposed to vehicle
segments such as SUVs or pickups, where demand could drop if gas
prices rise too steeply.  In S&P's opinion, Mark IV should benefit
from a continued trend of customers' preferring smaller, more
fuel-efficient engines, especially diesels, which are popular in
Europe and are gradually gaining popularity in the U.S.

The stable outlook reflects S&P's expectation that the proposed
transactions will reduce debt and, along with a slow but sustained
improvement in automotive demand, lead to leverage under 4.0x.
Although S&P expects minimal positive free operating cash flow in
fiscal 2011, S&P believes adequate cash balances, lower interest
on the new notes, and relatively low capital expenditures support
S&P's outlook.

S&P could consider lowering the rating if free operating cash flow
generation remains negative for several quarters, excluding
fluctuations caused by any change in accounts receivables sold
through factoring programs.  S&P could also lower the rating if
leverage moves above 4.0x, which could occur if the company's
gross margins fall below 23% with less than 2% growth in sales.

An upgrade would be most likely predicated on an improved
financial risk profile, based on substantial positive free cash
flow generation of $45 million or more and permanent debt
reduction such that leverage declines to 3.0x or better.
Alternatively, if the business risk profile were to improve
significantly, this could support an upgrade.  A better risk
profile would be reflected in permanently higher profitability --
for instance, gross margins above 25% -- brought about by a
sustained improvement in automotive demand or an increase in share
in the company's key markets, among other factors.


MBS MANAGEMENT: Judge Cuts Katrina Damage Suit Against Insurers
---------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has stripped bad
faith claims from a suit that MBS Management Services Inc. leveled
against Hartford Fire Insurance Co., RSUI Indemnity Co. Inc. and
others to recoup alleged losses caused by Hurricane Katrina.

                       About MBS Management

Metairie, Louisiana-based MBS Management Services Inc. and its
debtor-affiliates broker and managem multifamily properties.
MBS Management provides the real estate debtors with leasing,
maintenance coordination, on-site and regional management.
In most instances, MBS Management has engaged Gray Star
or Lincoln Property Company to handle the property management
for the Real Estate Debtors.

The Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007
(Bankr. E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey,
Esq., Jan Marie Hayden, Esq., and Douglas S. Draper, Esq. at
Heller, Draper, Hayden, Patrick & Horn and Patrick S. Garrity,
Esq., and William E. Steffes, Esq., at Steffes Vingiello &
McKenzie LLC, represent the Debtors in their restructuring
efforts.  No trustee, examiner, or creditors' committee has
been appointed in the Debtors' case.  The Debtors have disclosed
to the Court $12,299,366 in total assets and $9,461,174 in total
debts.

MBS-South Point Apartments, an affiliate of the Debtor that owns a
128-unit apartment in Desoto, Texas, filed for Chapter 11
protection on Nov. 19, 2007 (E.D. La. Case No. 07-12283).  MBS-The
Trails Ltd. and MBS-Fox Chase Ltd., affiliates of the Debtor,
filed separate chapter 11 petition on Dec. 4, 2007 (Bankr. N.D.
Tex. Case Nos. 07-45430 and 07-45431, respectively).  These
affiliates estimated assets and debts between $1 million and
$10 million when they filed for bankruptcy.


NEW ORIENTAL: Incurs $704,200 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
New Oriental Energy & Chemical Corp. filed its quarterly report on
Form 10-Q, reporting a net loss of $704,191 on $3.19 million of
revenue for the three months ended Sept. 30, 2010, compared with a
net loss of $3.17 million on $7.55 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$76.09 million in total assets, $74.32 million in total
liabilities, and stockholders' equity of $1.76 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ffe

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NEW ORIENTAL: Hikes Shareholders Equity as Xingyang Debt Converted
------------------------------------------------------------------
In its quarterly report on Form 10-Q for the period ended
September 30, 2010, filed with the Securities and Exchange
Commission on November 22, 2010, New Oriental Energy & Chemical
Corp. reported total shareholders' equity of $1,765,697 as of
September 30, 2010, which included the deduction of a quarterly
net loss of $660,901.

The Company entered into an Indebtedness Conversion Agreement with
Xingyang Hongchang Channel Gas Engineering Co., Ltd. on
October 18, 2010, for the conversion of $3,010,200 of debt into
3,010,200 shares of common stock of the Company.

As a result of that conversion, as of November 23, 2010, the
Company is reporting a total shareholders' equity of $4,741,299.

The Company's balance sheet at Sept. 30, 2010, showed
$76.09 million in total assets, $74.32 million in total
liabilities, and stockholders' equity of $1.76 million.

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NEWALTA CORP: DBRS Puts BB Rating on $125MM Sr. Unsec. Debentures
-----------------------------------------------------------------
DBRS has assigned a rating of BB, with a Stable trend, to Newalta
Corporation's (Newalta or the Company) $125 million 7.625% Senior
Unsecured Debentures, Series 1 due November 23, 2017 (Debentures).
The Debentures will be direct senior unsecured obligations of Newalta
and will rank pari passu in right of payment with all other unsecured
and unsubordinated indebtedness of Newalta.


OXBOW CARBON: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the 'BB-'
corporate credit rating on West Palm Beach, Florida-based Oxbow
Carbon LLC.  The rating outlook is positive.

At the same time, S&P assigned a 'BB' issue-level rating, one
notch above the corporate credit rating, and '2' recovery rating,
indicating its expectation of substantial (70%-90%) recovery in
the event of a payment default, to the company's senior secured
credit facilities.  As part of the proposed refinancing, a portion
of its existing term loan B lenders could choose to maintain a
maturity of 2014, though maintenance covenants, terms and baskets,
and pricing would likely be amended.  The ratings are based on
preliminary terms and conditions.

"The corporate credit rating affirmation and positive rating
outlook reflect the company's better-than-expected operating
performance during 2010," said Standard & Poor's credit analyst
Marie Shmaruk.

S&P expects this trend to continue in 2011, given its expectation
for continued improvements in the economy and demand for the
company's products.  As a result, S&P believes that Oxbow should
be able to maintain credit metrics at a level S&P would consider
good for the 'BB-' rating, despite the increase in debt the
company is contemplating to fund potential acquisitions in the
near term.  Given S&P's assessment of the company's business risk
profile as fair, S&P expects adjusted leverage to remain below
3.5x.  S&P estimates that pro forma adjusted leverage for the 12
months ended Sept. 30, 2010, will be between 2.5x and 3x.

The rating and outlook also reflect what S&P considers to be the
company's fair business risk and significant financial risk
profiles.  Oxbow has exposure to cyclical end markets, relatively
low operating margins, and potential risks associated with
sourcing supplies.  Still, the company maintains leading market
positions in the fuel-grade and calcined petroleum coke markets,
benefits from a diversified business base, and maintains credit
metrics that S&P would consider to be good for the current rating.


PERRY COUNTY: Abrahams Dist. Ct. Action Goes to Bankr. Ct.
----------------------------------------------------------
The Hon. William H. Steele referred ETHEL L. ABRAHAMS, et al.,
Plaintiffs, v. PHILL-CON SERVICES, LLC, Defendant (S.D. Ala. Case
No. 10-0326), to the Bankruptcy Court in the Chapter 11 cases of
Perry County Associates, LLC, and Perry Uniontown Ventures I, LLC,
at the Defendant's behest.  The District Court denied the
Plaintiffs' motion to withdraw the reference of the action to the
Bankruptcy Court.

A copy of Chief District Judge Steele's November 23, 2010 Order is
available at http://is.gd/hYKlQfrom Leagle.com.

Phill-Con operates a landfill in Perry County.  Some 34 plaintiffs
filed the District Court action in June 2010, asserting claims
against Phill-Con under the Clean Air Act and the Solid Waste
Disposal Act.  At roughly the same time, the plaintiffs and about
30 others filed suit in state court against Phill-Con and Phillips
& Jordan, Inc., a contractor at the landfill, asserting various
state-law claims arising out of the same course of conduct and
alleging violations of the same provision of the Alabama
Administrative Code as is cited in the federal complaint.  Phill-
Con and P&J removed the state action to the Bankruptcy Court,
where it remains as an adversary proceeding.

A Status Hearing on the case is slated for December 14, 2010, at
8:30 a.m. at Courtroom 2, 201 St. Louis Street, in Mobile,
Alabama.

Abrahams et al. is represented in the suit by:

          David Alan Ludder, Esq.
          9150 McDougal Ct.
          Tallahassee, FL 32312
          Telephone: (850) 386-5671
          Facsimile: (206) 888-5671
          E-mail: davidaludder@enviro-lawyer.com

               - and -

          George Keith Clark, Esq.
          130 Inverness Plaza, #234
          Birmingham, AL 35242
          Telephone: (205) 298-9429
          Facsimile: (205) 298-7823
          E-mail: gkeithclark@charter.net

Phill-Con is represented by:

          Kirkland Reid, Esq.
          JONES WALKER
          254 State St.
          Mobile, AL 36603-6474
          Telephone: 432-1414
          Facsimile: 433-1001
          E-mail: kreid@joneswalker.com

Phillips & Jordan is represented by:

          Elliott Britton Monroe, Esq.
          LLOYD, GRAY, WHITEHEAD & MONROE P.C.
          2501 20th Place South, Suite 300
          Birmingham, AL 35223
          Telephone: (205) 967-8822
          Facsimile: (205) 967-2380
          E-mail: bmonroe@lgwmlaw.com

                   About Perry County Associates

Atlanta, Georgia-based Perry County Associates, LLC, owns and
operates the Arrowhead Landfill in Uniontown, Alabama (Perry
County).  It filed for Chapter 11 bankruptcy protection on
January 26, 2010 (Bankr. S.D. Ala. Case No. 10-00277).  Affiliate
Perry Uniontown Ventures I, LLC, filed a separate Chapter 11
bankruptcy petition (Bankr. S.D. Ala. Case No. 10-00276).  Jeffery
J. Hartley, Esq. -- jjh@helmsinglaw.com -- at Helmsing, Leach,
Herlon, Newman & Rouse, assists the Debtors in their restructuring
effort.  PCA disclosed $0 in assets and $10,793 in liabilities.
Perry Uniontown disclosed $15,009,538 in assets and $67,489,007 in
liabilities.


PETTERS GROUP: Aircraft Leasing Unit Stays in Receivership
----------------------------------------------------------
The Hon. Ann D. Montgomery denied a request by Asset Based
Resource Group, L.L.C., as successor servicer to Acorn Capital
Group, L.L.C., to terminate the existing receivership as to
Petters Aircraft Leasing, LLC, or, alternatively, to appoint an
independent receiver.  The U.S. Government objected, arguing that
PAL must remain in the existing receivership to ensure PAL's
assets are marshaled and preserved until they can be equitably
distributed to good faith creditors, with any remaining assets
remitted to Ponzi scheme victims.  The Government argued Receiver
Douglas A. Kelley's control over multiple receivership entities
does not result in a conflict of interest at this time and is
necessary to provide a comprehensive perspective of the
receivership assets.  Receiver Kelley joined in the Government's
arguments opposing the Motion.

The case is United States of America, Plaintiff, v. Thomas Joseph
Petters; Petters Company, Inc., a/k/a PCI; Petters Group
Worldwide, LLC; Deanna Coleman, a/k/a Deanna Munson; Robert White;
James Wehmhoff; Larry Reynolds, and/or dba Nationwide
International Resources, aka NIR; Michael Catain and/or dba
Enchanted Family Buying Company; Frank E. Vennes, Jr., and/or dba
Metro Gem Finance, Metro Gem, Inc., Grace Offerings of Florida,
LLC, Metro Property Financing, LLC, 38 E. Robinson, LLC, 55 E.
Pine, LLC, Orlando Rental Pool, LLC, 100 Pine Street Property,
LLC, Orange Street Tower, LLC, Cornerstone Rental Pool, LLC, 2
South Orange Avenue, LLC, Hope Commons, LLC, Metro Gold, Inc.,
Defendants, Douglas A. Kelley, Receiver, Gary Hansen, Receiver,
Case No. 08-5348 (D. Minn.), and a copy of Judge Montgomery's
November 16 Memorandum Opinion and Order is available at
http://is.gd/hZ2SNfrom Leagle.com.

Receiver Douglas A. Kelley is represented by:

          James A. Lodoen, Esq.
          LINDQUIST & VENNUM, P.L.L.P.
          4200 IDS Center
          80 South 8th Street
          Minneapolis, MN 55402
          Telephone: (612) 371-3234
          Facsimile: (612) 371-3207
          E-mail: jlodoen@lindquist.com

               - and -

          Steven E. Wolter, Esq.
          KELLEY WOLTER & SCOTT, P.A.
          Centre Village Offices
          431 S Seventh St., Ste. 2530
          Minneapolis, MN 55415
          Telephone: 612-371-9090
          Facsimile: 612-371-0574
          E-mail: swolter@kelleywolter.com

Asset Based Resource Group is represented by:

          Thomas H. Boyd, Esq.
          Michael A. Rosow, Esq.
          WINTHROP & WEINSTINE, P.A.
          Capella Tower, Suite 3500
          225 South Sixth Street
          Minneapolis, MN 55402-4629
          Telephone: (612) 604-6505
          Facsimile: (612) 604-6805
          E-mail: tboyd@winthrop.com
                  mrosow@winthrop.com

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on Oct. 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., estimated its debts at
$500 million and $1 billion.  Its parent, Petters Group
Worldwide, LLC, estimated its debts at not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POINT BLANK: Shareholders Offer Reorganization Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official shareholders' committee for Point Blank
Solutions Inc. says it has a "fully funded" reorganization plan, a
"backstopped rights offering," and "an alternative $15 million DIP
financing commitment" -- as an alternative to a sale of the
business in December.

Mr. Rochelle relates that a hearing is scheduled today, Dec. 1, to
consider Point Blank's request to hold an auction for the business
on Dec. 15.  A sale is required under the Debtor's DIP financing
facility.  Point Blank has no buyer under contract.  It is
proposing that $14 million be the minimum bid at auction.

The Equity Committee, according to the report, wants the
bankruptcy judge in Delaware to terminate the Debtor's exclusive
period to propose a plan so shareholders can file a reorganization
plan.  The Equity Committee says the Official Committee of
Unsecured Creditors won't support its plan without a financing
commitment from a source other than the one proposed by
shareholders.  The creditors also want a cash-flow forecast
showing that the company won't run out of liquidity in the first
quarter of 2011.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


PROVISION HOLDING: Incurs $522,700 Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
Provision Holding Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $522,774 on $35,711 of revenue for the
three months ended Sept. 30, 2010, compared with a net loss of
$1,091,346 on $54,139 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.40 million in total assets, $5.82 million in total liabilities,
and a stockholders' deficit of $4.42 million.  Stockholders'
deficit was $4.15 million at June 30, 2010.

Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant losses in 2010 and 2009 and has negative
working capital of $4.29 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ffd

                     About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays.


PUGET ENERGY: Moody's Assigns 'Ba2' Rating on Senior Notes
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to a planned issue
of senior secured notes by Puget Energy, Inc., and affirmed all of
the company's other existing ratings, including its Ba2 Term
Loans, as well as its stable rating outlook.  Concurrently,
Moody's affirmed all the existing ratings and the stable rating
outlook of Puget Energy's utility subsidiary, Puget Sound Energy,
Inc., including ratings: Baa1 senior secured first mortgage bonds,
medium-term notes and tax-exempt debt; Baa3 Issuer Rating; Baa3
bank credit facilities; Ba1 junior subordinated notes; (P)
Baa1/(P)Baa3 shelf rating for prospective issuance of senior
secured and senior unsecured debt, respectively; and P-3 short-
term rating for commercial paper.

                        Ratings Rationale

The rating assignment and affirmations take into account that the
planned senior secured notes are, subject to certain exceptions,
secured by substantially all of Puget Energy's assets and equity
interests owned by its unrated parent company, Puget Equico.  The
collateral consists mainly of all of the issued and outstanding
stock in Puget Energy's wholly owned operating subsidiary, PSE.
The same security also applies to Puget Energy's existing bank
debt, which is also rated Ba2.  Moody's anticipates that Puget
Energy will use the net proceeds from the issuance of the senior
secured notes to repay a portion of its outstanding bank debt.
The Ba2 rating also considers that Puget Energy is following
through on plans to lengthen and diversify its debt maturity
profile and that all of Puget Energy's debt is structurally
subordinated to all the existing and future indebtedness,
obligations, and other liabilities of PSE.

"The Ba2 rating reflects a wider than typical notching from the
PSE Baa3 senior unsecured rating due to the significant financial
risks that exist since almost $1.5 billion of standalone debt
resides above PSE following the February 2009 ownership change and
Moody's anticipate that this amount will increase" said Kevin
Rose, Moody's lead analyst for Puget Energy.  "The wider notching
also incorporates the ring-fence mechanisms in place to protect
investors at the PSE level, which could potentially limit the
upstream of distributions to service the standalone parent debt"
Rose added.

The ratings for Puget Energy and PSE incorporate the relatively
low risk utility operations of PSE, whose business profile is
characterized by generally collaborative regulatory relationships
and reasonably credit supportive rate case outcomes, efficient
handling of growing electric and gas supply needs, solid credit
metrics under Moody's Rating Methodology for Regulated Electric
and Gas Utilities published in August 2009, and ample access to
committed bank credit facilities to supplement internal cash flow.
Prospectively, Moody's currently see Puget Energy as reasonably
well positioned at Ba2, assuming continuation of credit supportive
regulatory decisions in the pending and periodic future rate case
proceedings that Moody's expect for PSE given a very large multi-
year capital program over the next few years, albeit reduced from
earlier levels planned due to the effects of the economy and
changes to the company's proposed resource plans.  The ratings
capture the increase in financial risk Moody's see as Puget Energy
is expected to continue to support PSE's funding needs primarily
with draws under the holding company's committed $1.0 billion
capital expenditure facility, thereby considerably weakening key
credit metrics from stronger levels noted at September 30, 2010,
which are largely due to accounting conventions related to the
ownership change in February 2009.  Despite the sizable standalone
parent debt that increases dependence on PSE to service those
obligations, Moody's currently believe that PSE will have
sufficient flexibility to comply with key financial covenants in
its bank revolvers and regulatory mandates that govern its
dividend distributions to the parent.  Moreover, there are
financial covenants that preclude Puget Energy's payment of
distributions to private equity investors under certain
circumstances, which afford some additional protection for debt
holders at the parent level.

The stable rating outlooks for Puget Energy and PSE reflect
Moody's view that PSE can sustain its recent financial performance
under its private equity ownership structure, which is paramount
given the significant amount of structurally subordinated
standalone debt at the parent.  Moody's expectations assume that
sufficiently conservative financing strategies are maintained and
that PSE continues to receive supportive decisions from the
Washington Utilities and Transportation Commission (WUTC) in the
pending and periodic rate cases expected in the future.  Under
this scenario, PSE should have ample flexibility to pay dividends
to Puget Energy in support of meeting the parent's debt
obligations.

An upgrade in the near term is unlikely given the significant
standalone debt that currently exists at Puget Energy which is
expected to increase over the next several years.  Puget Energy
and PSE could be upgrade candidates in the medium term if stronger
than anticipated consolidated financial results are achieved,
while PSE copes with the challenges of executing a large capital
program and helping service the parent's standalone debt.  In
particular, if Puget Energy can produce consolidated CFO Pre-W/C
plus interest to interest and consolidated CFO Pre-W/C to debt
closer to 3x and the low-to-mid-teens, respectively, on a
sustainable basis excluding the effects of accounting conventions
related to the ownership change, then a positive rating action
could occur.  As for PSE, producing CFO Pre-W/C plus interest to
interest and CFO Pre-W/C to debt closer to the mid-4x and 23%,
respectively, on a sustainable basis could overcome the existing
constraints in the rating and provide impetus for positive rating
action.

Adding more standalone debt at Puget Energy than currently
expected that creates undue pressure for higher utility dividends
could lead to a downgrade at both companies, especially if there
is any unexpected decline in the WUTC's supportiveness.  Moreover,
shortfalls in consolidated financial performance that reduce Puget
Energy's CFO Pre-W/C plus interest to interest and consolidated
CFO Pre-W/C to debt well below 2.8x and 10%, respectively, for an
extended period of time, could lead to a downgrade.  A downgrade
of PSE's ratings could result from shortfalls in its performance
that reduce CFO Pre-W/C plus interest to interest and CFO Pre-W/C
to debt well below 3.0x and the low teens, respectively, for an
extended period of time.

Puget Energy, Inc., is a holding company whose sole subsidiary is
Puget Sound Energy, Inc., a combination electric and natural gas
utility.  Both companies are headquartered in Bellevue,
Washington.


QUICKSILVER INC: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Boardriders
SA's proposed offering of EUR200 million senior unsecured notes
due 2017.  Boardriders SA is a wholly-owned subsidiary of
Quiksilver, Inc.  Proceeds from the notes will be used to
refinance Quiksilver's existing secured European bank credit
facilities.  Moody's also affirmed Quiksilver's B2 Corporate
Family Rating, B2 Probability of Default Rating, and Caa1
$400 million 6 7/8% senior unsecured notes due 2015.  The
company's Speculative Grade Liquidity rating was raised to SGL-2
from SGL-3.  The rating outlook remains positive.

                        Ratings Rationale

Quiksilver's B2 Corporate Family Rating reflects its moderate
leverage with debt/EBITDA in the mid 4 times range, pro-forma for
the August 2010 exchange of approximately $140 million of secured
term loans for common equity.  The rating also acknowledges that
the proposed note offering -- if completed as planned -- is
leverage neutral, though it will result in a more relaxed debt
maturity profile.  The Corporate Family Rating also takes into
consideration the company's inherent exposure to fashion risk.
Additionally, Quiksilver's product range is generally sold at a
relatively higher price point vis-a-vis other apparel offerings.
As a result the company is vulnerable to weak consumer spending as
shoppers have been focusing on value, which is most evident in the
recent weak performance of Quiksilver's Roxy brand.

The Ba3 rating assigned to the proposed EUR200 million notes
reflects their structural seniority in Quiksilver's capital
structure relative to the company's US$400 million notes.  The
proposed notes will also benefit from domestic and foreign
guarantees while Quiksilver's existing US$400 million notes will
only benefit from guarantees by Quiksilver's US subsidiaries.

The upgrade of the Speculative Grade Liquidity rating to SGL-2
reflects Quiksilver's higher cash balances, as well as Moody's
expectation that the company will continue to generate meaningful
levels of cash flow and maintain this higher level of internal
cash sources.  The SGL-2 rating also reflects the company's good
level of committed availability under its $150 million asset-based
revolver which does not expire until 2014.

The positive outlook reflects recent margin improvements as a
result of cost cutting and better inventory management.  Ratings
could be upgraded if Quiksilver demonstrates sales and margin
stability through the 2011 spring/summer season and continues to
maintain debt/EBITDA in the mid 4 times range and a good liquidity
profile.

The outlook could be revised to stable from positive if there is
an erosion in sales and margins and it appears that debt/EBITDA
was likely to increase to 5.0 times or EBITA/interest likely to
drop to 1.5 times.  Ratings could be downgraded if debt/EBITDA
approached 5.5 times or EBITA/interest coverage approached 1.25
times.  More aggressive financial policies, such as debt financed
acquisitions or other shareholder friendly actions could also lead
to a downgrade.

New rating assigned and subject to receipt and review of final
documentation:

  -- EUR200 million senior unsecured notes due 2017 at Ba3 (LGD
     2, 29%)

Rating upgraded:

  -- Speculative Grade Liquidity rating to SGL-2 from SGL-3

Ratings affirmed and LGD point estimates revised:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $400 million 6 7/8% senior unsecured notes due 2015 at Caa1
     (LGD 5, 78% from LGD 5, 77%)


QUIKSILVER INC: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Huntington Beach, Calif.-based
Quiksilver to 'B' from 'B-'.  S&P raised its issue-level rating
on the company's existing senior unsecured notes to 'CCC+' (two
notches lower than the corporate credit rating) from 'CCC'.  The
recovery rating remains '6', indicating S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.
At the same time, S&P removed these ratings from CreditWatch
positive, where they were placed on Aug. 10, 2010.  The outlook
is stable.

In addition, S&P assigned its 'B' (the same as the corporate
credit rating) issue rating and '3' recovery rating, indicating
its expectation for meaningful (50% to 70%) recovery in the event
of a payment default to the proposed new Euro senior unsecured
notes.

"S&P raised its rating on Quiksilver to reflect the company's
improved credit metrics after its debt-for-equity exchange and
improved liquidity due to looser covenants and sufficient covenant
cushion upon completion of the proposed Euro 200 million senior
unsecured notes issue," said Standard & Poor's credit analyst Jeff
Burian.

S&P's ratings on Quiksilver reflect its view that the company has
a vulnerable business risk profile due to its exposure to the
cyclical apparel industry, its relatively narrow niche focus, the
fashion risk inherent in its target market, and continued
restrained retail consumer spending.  S&P characterizes
Quiksilver's financial risk profile as aggressive based on the
company's highly leveraged capital structure, weak cash flow
measures, and aggressive financial policies.

Leverage measures (including S&P's standard adjustments) remain
high but have generally improved over the last 12 months,
primarily as a result of debt reduction.  For the 12 months ended
July 31, 2010, S&P estimates lease-adjusted total debt to EBITDA
was about 5.3x and funds from operations to total debt was about
16%, compared with 6.2x and 12%, respectively, for the 12 months
ended July 31, 2009.  EBITDA coverage of interest declined from
about 2.7x to about 2.0x over the same period, as a result of
increased interest expense, but is expected to improve pro forma
for the recent debt reduction measures.  These measures are in-
line with 'B' category medians.  S&P expects leverage measures for
the fiscal year ended Oct. 31, 2010, which will include the impact
of Quiksilver's $140 million debt-for-equity exchange involving
its Rhone Capital term loan, will reflect additional improvement
yet remain high, with lease-adjusted total debt to EBITDA
declining to below 5.0x.  S&P expects that the company's credit
measures could deteriorate somewhat in 2011 if it is not able to
maintain recent EBITDA levels.

Quiksilver designs and markets young men's and women's casual surf
lifestyle apparel and related products.  The company's main
apparel brands are Quiksilver, Roxy, and DC Shoes.  Quiksilver has
built its niche business in young men's and women's surfboard- and
skateboard-riding-related apparel and accessories from the
grassroots level.  The global lifestyle brands are marketed with
both athlete endorsements and sponsorship of board-riding-related
events.  Nevertheless, fashion risk in this segment is especially
high as customer tastes tend to change frequently, which could
lead to excess inventories and promotional activity.  The
company's sales remain geographically diverse; about 47% of 2009
sales came from the Americas (the non-U.S. portion includes Canada
and Central and South America and accounts for about 8%), 40% from
Europe, and 13% from the Asia-Pacific region.

The rating outlook is stable, reflecting S&P's expectation that
Quiksilver will maintain adequate liquidity by continuing to
generate positive free cash flow (after capital spending).  S&P
would consider lowering the ratings if the company were to
experience a significant sales decline due to changes in consumer
tastes and the weak economy, if its covenant cushion drops below
10%, if liquidity becomes constrained, or adjusted leverage
exceeds 6.5x.  S&P estimates that it would take an EBITDA decline
of about 10% for the covenant cushion to decline below 10%.  On
the other hand, S&P would consider raising the ratings if the
company can successfully grow its sales, sustain margins, and
reduce leverage to less than 4.0x.  S&P estimates this could occur
under a scenario of sales increasing by over 17% and EBITDA
margins remaining near current levels.


RADIENT PHARMACEUTICALS: Incurs $12-Mil. Net Loss in 3rd Qtr.
-------------------------------------------------------------
Radient Pharmaceuticals Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $11.95 million on net revenues
of only $34,446 for the three months ended Sept. 30, 2010,
compared with a net loss of $5.13 million on $2.71 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6fdf

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., 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 a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.


REEF ENVIRONMENTAL: Attorney Seeks Relief from Chapter 11 Stay
--------------------------------------------------------------
Matt Quillen at The Daily Home reports that Chris Hood, an
attorney involved in a civil lawsuit against REEF Environmental
Services, asked a Montgomery bankruptcy court judge for relief
from a stay for pending court cases against the Company.

The Daily Home, citing papers filed with the court, reports that
the plaintiffs seek monetary damages and injunctions to force the
Company to halt what they say are "illegal, noxious and dangerous
emissions into the air and water."  The plaintiffs claim the
emissions are harmful to the public and a nuisance, he adds.

A hearing is set for Dec. 14, 2010, at 10:00 a.m., to consider
approval of the Mr. Hood's request.

Reef Environmental Services LLC filed for Chapter 11 bankruptcy
protection on September 22, 2010 (Bankr. M.D. Ala. Case No. 10-
32555).  Assets and debts were under $1,000,000.  See
http://bankrupt.com/misc/almb10-32555.pdf


RENAL ADVANTAGE: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Brentwood, Tenn.-based Renal Advantage Holdings
Inc.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed $350 million
senior secured term loan due 2016 and $50 million revolving credit
agreement due 2015 a rating of 'B' (at the same level as the 'B'
corporate credit rating).  S&P also assigned this debt a recovery
rating of '3', indicating S&P's expectation of meaningful (50%-
70%) recovery for lenders in the event of a payment default.

The proposed transaction is considered to be a change of control
under the existing rated bank debt of RAHI.  Therefore, S&P
expects that the obligations will be repaid at or before the
company's acquisition, which is expected to close by Dec. 31.  At
that time, S&P plans to withdraw its ratings on these borrowings.

"S&P's low speculative-grade rating on RAHI reflects the company's
vulnerable business risk profile and highly leveraged financial
risk profile," said Standard & Poor's credit analyst Gail Hessol.
"The company's narrowly focused business depends on the treatment
of a single disease, and S&P expects the pricing of its services
to continue to be subject to intense pressure from government and
private payors.  At the same time, the company is likely to
continue operating with heavy borrowing, including high-coupon
pay-in-kind debt at its holding company."


RICHARTZ FLISS: Clawback Suit vs. Bridal Guide Magazine Dismissed
-----------------------------------------------------------------
The Hon. Martin Glenn granted Bridal Guide Magazine's request to
dismiss ANGELA TESE-MILNER, as Chapter 7 Trustee of Richartz,
Fliss, Clark & Pope, Inc., Plaintiff, v. BRIDAL GUIDE MAGAZINE,
Defendant, (Bankr. S.D.N.Y. Adv. Proc. No. 10-03317), for failure
to state a claim upon which relief can be granted.  The Trustee is
seeking to recover for the benefit of the estate as alleged
property of Richartz, Fliss, Clark & Pope, Inc., under 11 U.S.C.
Section 549, a $24,513 transfer made to RFP by a non-debtor third
party, the Grenada Board of Tourism.  The Court also held that an
amendment of the Complaint to name RFP as the proper party
defendant would be futile.  The Motion to Dismiss is granted with
prejudice.

A copy of Judge Glenn's Nov. 1 Opinion and Order is available at
http://is.gd/hZ6f9from Leagle.com.

The Bridal Guide Magazine is represented by:

         Walter Benzija, Esq.
         Alan D. Halperin, Esq.
         Debra J. Cohen, Esq.
         HALPERIN BATTAGLIA RAICHT, LLP
         555 Madison Avenue-9th Floor
         New York, NY 10022-3301
         Telephone: 212-765-9100
         facsimile: 212-765-0964
         E-mail: ahalperin@halperinlaw.net
                 wbenzija@halperinlaw.net
                 dcohen@halperinlaw.net

Based in New York, Richartz, Fliss, Clark & Pope, Inc., is an
advertising and public relation company.  It filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 08-13919) on October 6, 2008,
listing $500,000 to $1 million in assets and $1 million to $10
million in debts.  Lawrence R. Reich, Esq., at Reich Reich &
Reich, P.C., in White Plains, served as the Debtor's counsel.

On April 27, 2009, the Debtor's case was converted to one under
chapter 7 and Angela Tese-Milner, Esq., at Tese & Milner, LLP, in
New York, was appointed as chapter 7 trustee.


ROTHSTEIN ROSENFELDT: Victims Oppose Deal with Accountant
---------------------------------------------------------
More victims of Scott Rothstein's $1.2 billion Ponzi scheme have
stepped forward to oppose a $10 million settlement struck with the
imprisoned lawyer's accounting firm, arguing that the deal wrongly
bars them from pursuing lawsuits against the firm, Dow Jones'
Small Cap reports.

According to the report, the FEP Victims Group, whose members lost
about $20 million as a result of Rothstein's Ponzi scheme, are
joining victims who lost $160 million in urging the U.S.
Bankruptcy Court in Fort Lauderdale, Fla., to deny a settlement
with tax accounting firm Berenfeld Spritzer Shechter & Sheer LLP.

The report notes that the FEP Victims Group said the deal unfairly
brings in money for the general creditors of Rothstein's bankrupt
law firm while also wrongly barring parties not included in the
settlement - such as the victims - from pursuing claims against
the accounting firm upon whose auditing reports the victims relied
to make their investments.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, 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.


ROYAL INVEST: Posts $1.6 Million Net Loss in September 30 Quarter
-----------------------------------------------------------------
Royal Invest International Corp. filed its quarterly report on
Form 10-Q, reporting a net loss of $1.6 million on $1.7 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $1.2 million on $2.9 million of revenue for the
same period of 2009.

The Company has incurred a net loss of $6.4 million for the nine
months ended September 30, 2010, has an accumulated deficit of
$71.5 million at September 30, 2010, and is in default of its
mortgage payable and related debt covenants at September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$85.6 million in total assets, $144.9 million in total
liabilities, and a stockholders' deficit of $59.3 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss of
$44.0 million for the year ended December 31, 2009, an accumulated
deficit of $65.1 million at December 31, 2009, is in default of
one of the mortgages payable and related debt covenants at
December 31, 2009, and there are existing uncertain conditions
which the Company faces relative to its obtaining financing and
capital in the equity markets.

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

               http://researcharchives.com/t/s?701e

Shelton, Conn.-based Royal Invest International Corp. (OTC BB:
RIIC) -- http://www.royalinvestinternational.com/ -- owns,
operates and manages real estate, in Europe.  At September 30,
2010, the Company owned 17 properties located in the Netherlands.
The properties aggregate approximately 77,594 square meters
(approximately 835,215 square feet), which are comprised of office
buildings and business centers.  Effective June 30, 2010, the
Company sold its majority ownership in Royal Invest Germany
Properties 1 B.V. ("RIGP1"), a wholly-owned subsidiary which owned
the Company's sole property in Germany.


RQB RESORT: Court Abates Hearing on Goldman's Lift Stay Plea
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lender Goldman Sachs Mortgage Co. may not
have the hearing it sought on Dec. 9 to modify the automatic stay
and allow foreclosure of RQB Resort LP's Sawgrass Marriott Resort
in Ponte Vedra Beach, Florida.  The bankruptcy judge in
Jacksonville, Florida, signed an order November 29 where he noted
that Goldman hadn't served the lift-stay motion in the manner
required by bankruptcy rules.  The judge said he would "abate" the
hearing until service was completed as the rules require.

The bankruptcy judge also signed an order allowing RQB Resort's
use of cash until Feb. 25.  Goldman opposed the continued use of
cash that represents collateral for its secured claim.  The judge,
however, barred the resort from using the lender's cash collateral
to pay attorneys' fees.

According to Mr. Rochelle, Goldman said that the resort is using
an appraisal showing that the value of the property declined
$6.6 million during the Chapter 11 case.  Goldman says it is
entitled to a cash payment to make up for the diminution in value
of its collateral.

Mr. Rochelle relates RQB and Goldman are scheduled to begin trial
in December over the value of the property.  The lender, owed
$193 million, previously said it believes the property is worth
$135.3 million. The owner previously said the value was
$90 million.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAND TECHNOLOGY: Incurs C$745,500 Net Loss in Fiscal 2010
---------------------------------------------------------
SAND Technology Inc. filed, on November 26, 2010, its annual
report on Form 20-F with the Securities and Exchange Commission
for the fiscal year ended July 31, 2010.  The Company reported a
significant reduction of 37.4% in its net loss from C$1,191,695 in
fiscal 2009 to C$745,549 in fiscal 2010.  Total revenues of
C$6,562,411 for fiscal 2010 were lower by 6.9% compared to total
revenues of C$7,049,237 in fiscal 2009.

The Company's balance sheet at July 31, 2010, showed C$2,117,443
in assets, $4,578,107 in liabilities and C$2,450,664 shareholders'
deficiency.

Total assets of as of July 31, 2010 were 22.7% lower than the
previous year total of C$2,740,326.  The Company's cash balance as
at July 31, 2010 was C$579,270 compared to C$1,065,572 as at July
31, 2009 and C$775,443 at July 31, 2008.

A copy of the Annual Report is available for free at

              http://researcharchives.com/t/s?6ffb

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.


SCHUTT SPORTS: To Hold Kranos-Led Auction on December 14
--------------------------------------------------------
Lisa Brown at St. Louis Today reports that the U.S. Bankruptcy
Court for the District of Delaware approved a request by Schutt
Sports to hold an auction for its business on Dec. 14, 2010.
Competing bids must be submitted by Dec. 10, 2010.

Schutt Sports has signed a contract to sell the business for $25.1
million to Kranos Intermediate Holding Corp., absent higher and
better bids at the auction.

The Court will convene a hearing on Dec. 15 to approve the sale.

Riddell Inc. tried to block the auction because a sale could
affect its ability to collect on the  $29 million verdict but a
federal bankruptcy judge ruled against Riddel's request, according
to St. Louis today.

                        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 is assets and debts at $50 million to
$100 million as of the Petition Date.


SEALY CORP: Divests European Manufacturing Operations
-----------------------------------------------------
Sealy Corporation announced the divestiture of its European
manufacturing operations, which are located in France and Italy.
These operations will be combined into a separate entity, SAPSA
Group Srl, which will remain a valued Sealy partner through a
Sealy Brand licensing agreement in Europe.  The new entity will be
wholly-owned by a private Italian company.

"After carefully reviewing the alternatives available to us, we
concluded that a divestiture provided the greatest opportunities
for Sealy and SAPSA.  Our decision to divest SAPSA enables us to
better focus our resources on the areas of our business that are
aligned with our greatest growth opportunities.  This divestiture
will also position us to drive improved EBITDA performance and
reduce our net debt position," said Larry Rogers, Sealy's
President and Chief Executive Officer.  "We expect this improved
focus will drive increased shareholder value in both the near and
long-term as SAPSA will continue as a licensee of the Sealy
brand."

"We are also excited for the SAPSA business as we believe that the
new ownership team, whose management has significant European
operating experience, will provide it with renewed energy.  We
look forward to a profitable long-term relationship with SAPSA and
expect the new relationship to benefit SAPSA's customers,
employees and suppliers," said Mr. Rogers.

The newly appointed President of the SAPSA Group Srl, Andrea
Chalp, said, "I am excited about the opportunity to take over
leadership of SAPSA.  I believe the company has terrific future
growth prospects and look forward to working closely with our
dedicated employees to deliver superior product and service to our
valued customers.  We are committed to developing a long and
productive partnership with Sealy as we continue to build the
Sealy Brand in Europe."

Through the first nine months of fiscal 2010, Sealy's Europe
segment generated net sales to external customers of $76.8 million
and reported a loss of $25.2 million before interest expense,
income taxes, depreciation and amortization, which includes an
impairment charge of $23.0 million.

The transaction closed effective November 18, 2010.

Sealy was advised in the transaction by Gianni, Origoni, Grippo &
Partners and SAPSA Group Srl was advised by Orrick, Herrington &
Sutcliffe.

                        About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company's balance sheet at Aug. 29, 2010, showed
$964.88 million in total assets, $206.78 million in total current
liabilities, $749.66 million in long-term obligations,
$58.00 million in other liabilities, $875,000 in deferred income
tax liabilities, and a stockholders' deficit of $95.43 million.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SES SOLAR: Reports $1.1 Million Net Income in September 30 Quarter
------------------------------------------------------------------
SES Solar Inc. filed its quarterly report on Form 10-Q, reporting
net income of $1.1 on $4.1 million of revenue for the three months
ended September 30, 2010, compared with a net loss of $120,799 on
$38,046 of revenue for the same period of 2009.

"The change to net income for the three months ended September 30,
2010 from a net loss for the three months ended September 30,
2009, is mainly attributable to a reduction of the operating
expenses," the Company said in the filing.

The Company's balance sheet as of June 30, 2010, showed
$19.7 million in total assets, $16.7 million in total liabilities,
and stockholders' equity of $3.0 million.

As reported in the Troubled Company Reporter on April 21, 2010,
BDO Ltd., in Zurich, Switzerland, expressed substantial doubt
about SES Solar Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

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

               http://researcharchives.com/t/s?701d

Based in Geneva, Switzerland, SES Solar Inc. is a Delaware
corporation engaged in the business of designing, engineering,
producing and installing solar panels or modules and solar tiles
for generating electricity.  The Company conducts its operations
through two wholly owned subsidiaries, SES Prod. S.A. and SES
Societe d'Energie Solaire S.A.  The Company's shares are quoted
on the OTC Bulletin Board under the symbol "SESI.OB".


SHILO INN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shilo Inn, Diamond Bar, LLC
        3200 Temple Street
        Pomona, CA 91768

Bankruptcy Case No.: 10-60884

Chapter 11 Petition Date: November 29, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

The petition was signed by Christopher Campbell, authorized agent.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Pomona                     Transient Tax           $14,813
P.O. Box 660
Pomona, CA 91769

Southern California Edison         --                       $6,344
P.O. Box 300
Rosemead, CA 91772-0001

World Cinema Inc                   --                       $5,018
9801 Westheimer, #409
Houston, TX 77042-3953

Thyssenkrupp Elevator Corp         --                       $4,157

Liberty Northwest In               --                       $3,882

Verizon Northwest                  --                       $2,353

Baltic Linen Company               --                       $2,186

57 Express                         Gas                      $1,785

TW Telecom                         --                       $1,744

Ernest Packaging Sol               --                       $1,707

Southern California Gas Co.        --                       $1,608

Taskar Kibbee & Associates PC      --                       $1,450

PRO Clean Inc                      --                       $1,384

The Irwin-Hodson Com               --                       $1,274

Waste Management Of                --                       $1,195

Rayne Water Conditio               --                       $1,037

Max Communicating Resources Inc    --                       $1,000

Kelly Pools                        --                         $975

Office Depot                       --                         $902

Pacific Office Automation          --                         $724


SMART ONLINE: Amends Q3 2009 Form 10-Q for Subscription Revenue
---------------------------------------------------------------
Smart Online, Inc., has filed an amendment to its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009, filed with
the Securities and Exchange Commission on November 16, 2009.

The Company restated its previously issued consolidated financial
statements as of and for the year ended December 31, 2008, and
unaudited consolidated financial statements as of and for the
quarter ended September 30, 2009, to include net subscription
revenue as compared to gross subscription revenue as presented in
the original filings.  The Company typically has a revenue-share
arrangement with its marketing partners in order to encourage them
to market its products and services to their customers.
Subscriptions are generally payable on a monthly basis and are
typically paid via credit card of the individual end user.  The
Company accrues any payments received in advance of the
subscription period as deferred revenue and amortizes them over
the subscription period.  In the past, the Company recognized all
subscription revenue on a gross basis and in accordance with the
Company's policy to periodically review its accounting policies it
identified the fact that certain contracts required the reporting
of subscription revenue on a gross basis and others on a net basis
according to US GAAP.  On that basis, the Company continues to
report subscription revenue from certain contracts on a gross
basis and others on a net basis.  The net effect of this
reclassification of expenses only impacts gross revenue and
certain gross expenses; it does not change the Company's net
income.

In addition to the restatement of subscription revenue, the
Company restated the value of the iMart trade name as of
December 31, 2008, because of a recalculation of the net royalty
method of valuation.  The restatement caused an increase in the
amount of loss on impairment of intangible assets for the year
ended December 31, 2008, in the amount of $230,000.  The restated
total loss on impairment of intangible assets is $3,702,141 as
compared to the original loss of $3,472,141.  The restated loss
for the year ended December 31, 2008, decreased the total assets
by $230,000 to $2,992,717 and increased the accumulated deficit to
$72,908,076.

The amended September 30, 2009 Form 10-Q/A reflects the
restatement of revenue previously reported on a gross basis to a
net revenue presentation.   Other than Subsequent Events, none of
the other disclosures in the Original Filing have been amended or
updated.  Among other things, forward-looking statements made in
the Original Filing have not been revised to reflect events that
occurred or facts that became known to the Company after the
filing of the Original Filing.

The Company reported a net loss of $2,867,137 for the three months
ended September 30, 2009, compared with net loss of $1,392,419 for
the same period in 2008.

The Company reported total revenues of $293,650 for the three
months ended September 30, 2009, compared with total revenues of
$1,332,713 for the same period in 2008.

The Company's balance sheet at September 30, 2009, showed
$1,788,096 in total assets, $13,610,936 in total liabilities, and
a $11,822,840 stockholders' deficit.

Sherb & Co., LLP, the Company's independent registered public
accountants for fiscal 2008, has expressed substantial doubt in
their report included with the Company's Annual Report on Form
10-K for the year ended December 31, 2008, about the Company's
ability to continue as a going concern given the Company's
recurring losses from operations and deficiencies in working
capital and equity.  This opinion could materially limit the
Company's ability to raise additional funds by issuing new debt or
equity securities or otherwise.  If the Company fails to raise
sufficient capital, the Company won't be able to implement its
business plan, the Company may have to liquidate its business.

If the Company is unable to renegotiate an extension of the due
date for the outstanding bond debt, obtain conversion of the debt
to preferred stock or identify alternate financing sources, the
Company will be forced to liquidate its business.

As of November 12, 2009, the Company has $8,950,000 of outstand
debt due the bondholders.  The current terms of the bonds indicate
a due date of November 14, 2010.  If the Company is unable to
repay the amount of the principal on the due date or unable to
renegotiate an extension of the due date for the outstanding bond
debt, obtain conversion of the debt to preferred stock or identify
alternate financing sources, the Company may be forced to
liquidate its business.

A full-text copy of the Company's restated Form 10-Q for the three
months ended September 30, 2009, is available for free at:

               http://ResearchArchives.com/t/s?7027

The Company also amended its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009, which was filed with the SEC on
August 12, 2009.  The Company restated its previously issued
consolidated financial statements as of and for the year ended
December 31, 2008, and unaudited consolidated financial statements
as of and for the quarters ended June 30, 2009, to include net
subscription revenue as compared to gross subscription revenue as
presented in the original filings.  A full-text copy of the
restated Form 10-Q for the three months ended June 30, 2009, is
available for free at:

               http://ResearchArchives.com/t/s?7028

The Company also amended its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009, which was filed with the SEC on
May 14, 2009.  The Company restated its previously issued
consolidated financial statements as of and for the year ended
December 31, 2008, and unaudited consolidated financial statements
as of and for the quarter ended March 31, 2009, to include net
subscription revenue as compared to gross subscription revenue as
presented in the original filings.  A full-text copy of the
restated Form 10-Q for the three months ended March 31, 2009, is
available for free at:

               http://ResearchArchives.com/t/s?7029

                       About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

Smart Online reported a net loss of $1.32 million on $260,968 of
total revenues for the three months ended Sept. 30, 2010, compared
with a net loss of $2.86 million on $293,650 of total revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $631,424 in
total assets, $18.72 in total liabilities, and a stockholders'
deficit of $18.10 million.


STEPHEN YELVERTON: Ct. Rejects Bid to Reconsider Ch. 7 Conversion
-----------------------------------------------------------------
In a Memorandum Decision of October 7, 2010, the Bankruptcy Court
denied an earlier motion filed by Stephen Thomas Yelverton seeking
reconsideration of the order converting his Chapter 11 case to
Chapter 7.  (Troubled Company Reporter, October 13, 2010).

Mr. Yelverton sought reconsideration of that Memorandum Decision.
He argues that his alimony obligation was not fixed as an order of
the Superior Court, and thus, as a mere contractual obligation,
was subject to avoidance or discharge by the bankruptcy court.
Alternatively, he argues, if the obligation was incorporated as
part of a judicial decree in the Superior Court, it would be
subject to adjustment by the Superior Court based on Mr.
Yelverton's ability to pay.  Either way, he contends, the issue of
alimony should be stricken as a basis for converting the case to
Chapter 7.

The Hon. S. Martin Teel, Jr., says Mr. Yelverton could have raised
these issues in opposing the motion to convert, and ought not be
allowed belatedly to raise them now.  Moreover, he does not
contend that the propriety of conversion of the case to Chapter 7
would have been altered if alimony had been stricken as a factor
in deciding the motion to convert.

"This case was pending too long in chapter 11, with insufficient
progress being made towards a confirmable plan, and with no need
shown for utilizing the reorganization provisions of chapter 11
instead of a liquidation under chapter 7.  Even if Yelverton were
right regarding his alimony obligation, that would not have
altered the propriety of converting this case to chapter 7," Judge
Teel says.

A copy of Judge Teel's Memorandum Decision, dated November 22,
2010, is available at http://is.gd/hYSS6from Leagle.com.

Stephen Yelverton, a minority shareholder in Yelverton Farms,
Ltd., filed for Chapter 11 bankruptcy protection (Bankr. D. D.C.
Case No. 09-00414) on May 14, 2009.


STRATUS MEDIA: Posts $1.83-Mil. Net Loss in September 30 Quarter
----------------------------------------------------------------
Stratus Media Group, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $1,832,721 for the three months ended
September 30, 2010, compared with net loss of $598,043 for the
same period last year.

The Company reported zero event and card revenues during the third
quarter of 2010 and 2009.

The Company's balance sheet at September 30, 2010, showed
$6,177,373 in total assets, $4,589,822 in total liabilities, and
$1,587,551 in shareholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 21, 2010,
Goldman Parks Kurland Mohidin LLP, in Encino, Calif., 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 has suffered recurring losses and
has negative cash flow from operations.

In the Form 10-Q, the Company said it has suffered losses from
operations and, without additional capital, currently lacks
liquidity to meet its current obligations.  The Company is
actively seeking additional capital to grow operations, implement
the Stratus Rewards card for the European Market and event
businesses and complete and integrate targeted acquisitions.  The
Company had net losses for 2009 and 2008 of $3,401,098 and
$2,093,267, respectively, and a net loss of $5,406,865 for the
nine months ended September 30, 2010.  As of September 30, 2010,
the Company had negative working capital of $3,163,746 and
cumulative losses of $23,480,646.  These conditions indicate the
Company may not be able to continue as a going concern.  In the
year ended December 31, 2009, the Company raised $1,294,000 in
capital through issuance of common stock and warrants and in the
nine months ended September 30, 2010, the Company raised
$2,260,000 through issuance of common stock and warrants and
$340,960 through issuance of Series C 10% Preferred Stock.

The Company is actively pursuing equity capital of $10 million or
more.  The proceeds raised will be used for operational expenses,
settling existing liabilities, acquisitions and selling expenses.
Due to the Company's history of operating losses and the current
credit constraints in the capital markets, the Company cannot
assure that the financing will be available to the Company on
favorable terms, or at all.   If the Company cannot obtain the
financing, it will be forced to curtail its operations or may not
be able to continue as a going concern, and it may become unable
to satisfy its obligations to our creditors.  In such an event the
Company will need to enter into discussions with its creditors to
settle, or otherwise seek relief from, its obligations.

At September 30, 2010, the Company's principal sources of
liquidity consist of increases in accounts payable and accrued
expenses, and the issuance of equity securities.  In addition to
funding operations, the Company's principal short-term and long-
term liquidity needs have been, and are expected to be, the
settling of obligations to the Company's creditors, capital
expenditures, the funding of operating losses until the Company
achieves profitability, and general corporate purposes.  In
addition, commensurate with our level of sales, the Company
requires working capital for purchases of inventories and sales
and marketing costs to increase the promotion and distribution of
its services.  At September 30, 2010, the Company's cash and cash
equivalents were $13,023 and the Company had negative working
capital of $3,163,746.  At September 30, 2010, the Company had
$1,531,605 in debt obligations (comprised of in $324,588 loans to
officers and a director, $1,090,000 of notes payable to related
parties and $117,017 in notes payable), all of which are due upon
demand, and $215,000 is in default for non-payment.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?7026

                       About Stratus Media

Based in Los Angeles, California, Stratus Media Group, Inc. (OTC
BB: SMDI) -- http://www.stratusmediagroup.com/-- specializes in
sports and entertainment events that it owns, and intends to
operate, manage, market and sell in national markets.  In
addition, Stratus acquired the business of Stratus Rewards, LLC in
August 2005.  Stratus Rewards is a credit card rewards marketing
program that uses the Visa card platform that offers a unique
luxury rewards redemption program, including private jet travel,
premium travel opportunities, exclusive events and luxury
merchandise.


SUNCAL COS: Wants Court to Allow Units to Challenge Lehman Claims
-----------------------------------------------------------------
Bankruptcy Law360 reports that SunCal Cos. asked appeals court
judges Monday for a ruling allowing the Company's bankrupt
affiliates to challenge the priority of claims filed by Lehman
Brothers Holdings Inc., which provided as much as $1.5 billion in
debt financing for the SunCal projects.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUNCAL COS: Amer. Spectrum's Speier Continues to Serve as Trustee
-----------------------------------------------------------------
American Spectrum Realty, Inc. disclosed that Steven M. Speier,
Director of Receivership, Bankruptcy and Litigation Services for
American Spectrum Realty Management, LLC, continues to serve in
his capacity as Chapter 11 Trustee in eight land development cases
in which the SunCal Companies of California are the developer and
various Lehman Holding entities of New York are the lender and/or
investor.

The projects consist of over 4,000 acres of prime real estate
primarily located in southern California.  The properties have
been in Chapter 11 bankruptcy since 2008 and Mr. Speier has served
in his capacity as Chapter 11 Trustee since January 2009.  Mr.
Speier is also currently serving as Receiver in various operating
businesses and real estate cases as well as a Chapter 7 and 11
Trustee on numerous bankruptcy cases.

Mr. Speier joined ASRM with over 30 years of real estate lending
experience and almost 20 years experience as a top level court
appointed receiver.  Mr. Speier has been an active U.S. Bankruptcy
Chapter 7 Trustee since 1998 and is currently President of the
California Bankruptcy Forum.  He heads the ASRM Special Assets
Group's newly formed Receivership, Litigation and Bankruptcy
Practice.

American Spectrum Realty, Inc., is a real estate investment
company that owns 30 offices, industrial and retail properties
aggregating approximately 2.7 million square feet in California,
Texas, Arizona and the Midwest, and has been publicly traded on
the Exchange since 2001.  American Spectrum Management Group,
Inc., a wholly-owned subsidiary of American Spectrum Realty, Inc.,
manages and leases all properties owned by American Spectrum
Realty, Inc.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


TAMARACK RESORT: Owner Opposes Credit Suisse Attempt to Block Sale
------------------------------------------------------------------
The Associated Press reports that Tamarack Resort's owner Jean-
Pierre Boespflug accused Credit Suisse of trying to block the
Company's sale as a package "for reasons that are entirely counter
intuitive and perhaps senseless."  The AP relates that Credit
Suisse contends creditors owed more than $300 million doubt
Mr. Boespflug is acting in their best interests.  A hearing is set
for Dec. 6, 2010, wherein a federal bankruptcy judge will decided
whether to continue the Company's Chapter 11 bankruptcy case or
liquidate it under Chapter 7, notes The AP.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TARGUS INFORMATION: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to Vienna, Va.-based
TARGUS Information Corp.  S&P also assigned its preliminary 'B+'
issue-level rating and preliminary '3' recovery rating to the
company's proposed $245 million senior secured credit facility.
The facility consists of a $230 million term loan due 2016 and a
$15 million revolving credit facility due 2015.  The preliminary
recovery rating of '3' indicates S&P's expectation for meaningful
(30%-50%) recovery in the event of default.

The company plans to use proceeds, in addition to cash from the
balance sheet, to fund a $230 million shareholder dividend, redeem
all outstanding preferred stock, and cover related fees.  S&P
expects to assign final ratings upon closing of the proposed
transaction and S&P's review of final documentation.

"The preliminary ratings on TARGUS reflect its participation in a
competitive market dominated by well-capitalized incumbent
telecommunications providers, a concentrated customer base, and an
aggressive financial policy," said Standard & Poor's credit
analyst Michael Senno.  S&P believes the company's new Internet-
based products have the potential to generate high revenue growth,
although demand prospects are uncertain.  Factors that partially
offset these risks include multiyear contracts providing high
visibility into recurring revenue, a strong customer retention
record, and healthy EBITDA margins.  Pro forma for the proposed
financing, TARGUS will have debt to EBITDA of about 4.4x,
including S&P's adjustments for operating leases.


TCO FUNDING: Moody's Downgrades Corporate Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating and probability of default rating for TCO Funding Corp., a
wholly owned finance subsidiary of Tensar Corporation, to Caa3
from Caa2.  In addition, the B3 (LGD2, 18%, point estimate change
from 26%) rating on the $180 million first lien term loan due 2012
has been affirmed.  The rating outlook remains negative.

                        Ratings Rationale

The rating downgrades reflect Moody's belief that Tensar has not
been in compliance with certain covenants in its term loan
agreement throughout 2010 and that negotiations with lenders could
lead to a distressed exchange within its capital structure.  If a
loss were to occur to lenders of its rated or unrated debt,
Moody's would likely view it as a default and assign a "LD"
designation to the probability of default rating.  The LD
designation would likely be removed shortly thereafter and the
ratings would be re-evaluated to incorporate the prospective
capital structure.

In addition, Moody's has withdrawn the B3 rating on Tensar's
revolving credit facility following its repayment and maturity in
October 2010.

The last rating action on Tensar was the May 27, 2010 downgrade of
the CFR to Caa2 from B3.

Headquartered in Atlanta, Georgia, Tensar Corporation offers an
integrated suite of products and services that provide soil
stabilization, earth retention, foundation support, high
performance roadways, and erosion and sediment control.


TERRESTAR NETWORKS: Wins Nod to Reject 6 Motient Leases
-------------------------------------------------------
TerreStar Networks Inc. and its units sought and obtained
authority from the Bankruptcy Court to reject six unexpired leases
and subleases of non-residential real property as of October 19,
2010, pursuant to Section 365(a) of the Bankruptcy Code.

The Real Property Leases are:

  (1) A commercial lease agreement between Motient
      Communications Inc., formerly known as Ardis Company, as
      tenant, and Knightsbridge II, as landlord, dated as of
      January 31, 1991

  (2) A sublease agreement between Motient, as sublessor and
      Xata Corporation, as successor to Geologic Solutions Inc.,
      affiliate and permitted assignee of Logo Acquisition
      Corporation, as sublessee, dated as of September 14, 2006

  (3) A sublease agreement between Motient, as sublessor and
      Extend Health, Inc., as sublessee, dated as of August 20,
      2007

  (4) A sublease agreement between Motient, as sublessor, and
      Rollin J. Soskin & Associates, Ltd., as sublessee,
      effective as of November 2006

  (5) A sublease agreement between Motient, as sublessor, and
      Amphenol T&M Antennas, Inc., as sublessee, dated as of
      September 10, 2007

  (6) A commercial and industrial lease agreement between
      TerreStar Networks Inc., as tenant, and BCI Northwood
      Flex, L.C., as landlord, dated as of October 22, 2007

The Debtors have reviewed and determined that the Leases are no
longer of any value or utility to them or to their estates.  The
Debtors neither occupy nor require the office space located in
the Knightsbridge Building and the BCI Building.  The Debtors
also do not believe that any material value can be obtained in an
assumption and assignment of the Leases.

The Debtors note that if the Leases are not rejected, they would
incur unnecessary monthly expenses aggregating $380,488.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc., will act as claims and noticing agent
in the Chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TERRESTAR NETWORKS: Gets Approval to Reject Telx Group Contracts
----------------------------------------------------------------
TerreStar Networks Inc. and its units obtained authority from the
Bankruptcy Court to reject the executory contract they entered
into with The Telx Group, Inc., pursuant to Section 365(a) of the
Bankruptcy Code.

The Contracts consists of (i) the TerreStar Master
Interconnections Facilities License Agreement between TSN and
Telx, which includes two Facility Specific Rider agreements; and
(ii) a letter agreement dated May 14, 2010, between TSN and Telx-
Dallas LLC.

Upon review, the Debtors ascertained that the Telx Contracts are
no longer necessary for their business operations.

The Debtors assert that rejection of the Contracts is appropriate
as they have never used the New York Licensed Area and have
neither used the services of nor occupied the Dallas Licensed
Area since 2008.

Instead, the Contracts only represent a net drain to the Debtors'
estates.  The Debtors cite that rejection of the Contracts will
enable them to save about $28,000 per month for the use of the
Dallas Licensed Area, and about $22,000 for the use of the New
York Licensed Area.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc., will act as claims and noticing agent
in the Chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TERRESTAR NETWORKS: Shareholder Fails to Get Examiner
-----------------------------------------------------
Jeffrey M. Swarts, a shareholder of TerreStar Corporation, says
that TerreStar Networks' bankruptcy is "engineered" in an effort
to minimize or eliminate the claims of trade creditors, employees
and common stockholders.

In a document submitted to the Court, Mr. Swarts seeks the
appointment of an examiner to investigate TerreStar's asset
values and "allegations of misconduct that have been widely
speculated upon in the financial press."

Mr. Swarts points out that the Debtors' selection of their
bankruptcy professionals is questionable.  Even the selection of
Susan Golden, Esq., a trial attorney for the U.S. Trustee of
Region 2, is questionable, he notes.  He questions the U.S.
Trustee's relationship with Daniel Golden, Esq., an attorney at
Akin Gump Strauss Hauer & Feld LLP, the Debtors' main counsel,
who, according to Mr. Swarts, has a history of interfering and
improperly influencing legitimate functions of the U.S. Trustee's
office in the Southern District of New York.

In addition, Mr. Swarts points out the presence of Avi Katz, the
vice president of Loral, Inc. who is one of the members of the
Official Committee of Unsecured Creditors as selected by Ms.
Golden of the U.S. Trustee's office.  "I object to [Mr. Katz's]
presence, and that of Loral, on the Unsecured Creditors
Committee.  They have proven to be repeated and unrepentant
concealers and falsifiers of material financial information," Mr.
Swartz says.

He notes that the recipient of many of Loral's assets is Lehman
Brothers, which was a prime facilitator of Loral's filing for
bankruptcy.

Mr. Swartz further notes that during Mr. Katz's tenure as Loral's
chief corporate counsel, significant assets were dispersed years
and months before the company filed for bankruptcy.

            U.S. Trustee Answers Swartz Allegations

In a letter addressed to the Court, Tracy Hope Davis, the United
States Trustee for Region 2, assures the Court that Ms. Golden
and Mr. Golden are not relatives and that the Mr. Golden
identified by Mr. Swartz as "improperly influencing and
interfering with the legitimate functions of the U.S. Trustee's
Office in the Southern District of New York" resigned as U.S.
Trustee in 2006.

The U.S. Trustee also assures Judge Lane that the decision
regarding the membership of the Creditors' Committee was that of
the U.S. Trustee only.

As there is no basis for the allegations and objections raised by
Mr. Swartz, the U.S. Trustee asserts that the allegations have no
bearing on whether an examiner should be appointed in the
Debtors' Chapter 11 cases.

                          *     *     *

The Court has denied Mr. Swarts' Request for failure to allege a
"prima facie" entitlement to relief and failure to comply with
the local and federal rules for the filing and serving of
pleadings, including Rules 5005, 9013, 9014 of the Federal Rules
of Bankruptcy Procedure and Rules 5005-2, 9006-1, and 9013-1 of
the Local Rules of Bankruptcy Procedure.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc., will act as claims and noticing agent
in the Chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


THERMOENERGY CORP: Preferreds Elect Three Directors
---------------------------------------------------
ThermoEnergy Corporation said, on November 18, 2010, the holders
of its Series B Convertible Preferred Stock, acting by written
consent pursuant to Section 228 of the Delaware General
Corporation Law, elected David Anthony, J. Winder Hughes III, and
Shawn R. Hughes as directors to serve until the Company's 2011
Annual Meeting and until their successors are duly elected and
qualified.

Also on November 18, 2010, at the Special Meeting in lieu of the
Company's 2010 Annual Meeting, the holders of its Common Stock and
Series A Convertible Preferred Stock elected Cary G. Bullock,
Dennis C. Cossey and Arthur S. Reynolds as directors to serve
until our 2011 Annual Meeting and until their successors are duly
elected and qualified.

The Company said, "Our Certificate of Incorporation, as amended,
provides that our Board of Directors shall be composed of seven
members, four of whom are elected by the holders of our Series B
Convertible Preferred Stock and three of whom are elected by the
holders of our Common Stock and our Series A Convertible Preferred
Stock, voting together as a single class.  All of our newly-
elected directors were incumbent members of our Board of
Directors."

A full-text copy of the Company's 2008 Incentive Plan is available
for free at http://ResearchArchives.com/t/s?7010

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company's balance sheet as of September 30, 2010, showed
$7
million in total assets, $18.8 million in total current
liabilities, and a stockholders' deficit of $11.8 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Kemp & Company, a Professional Association, in Little Rock, Ark.,
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 has incurred net
losses since inception and will require substantial capital to
continue commercialization of the Company's technologies and to
fund the Company's liabilities.


TRANSAX INTERNATIONAL: Posts $460,800 Net Loss in Q3 2010
---------------------------------------------------------
Transax International Limited filed its quarterly report on Form
10-Q, reporting a net loss of $460,813 on $1.21 million of revenue
for the three months ended September 30, 2010, compared with net
income of $1.78 million on $1.16 million of revenue for the same
period last year.

Since inception, the Company has incurred cumulative net losses of
$19.04 million, has a stockholders' deficit of $9.54 million, and
a working capital deficit of $7.77 million at September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$1.13 million in total assets, $10.68 million in total
liabilities, and a stockholders' deficit of $9.54 million.

As reported in the Troubled Company Reporter on April 21, 2010,
MSPC Certified Public Accountants and Advisors, P.C., in New York,
expressed substantial doubt about Transax International Limited's
ability to continue as a going concern, following the Company's
2009 results.  The independent auditors noted that the Company has
accumulated losses from operations of roughly $17.21 million, a
working capital deficiency of roughly $6.16 million and a
stockholders' deficiency of roughly $7.39 million at December 31,
2009.

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

               http://researcharchives.com/t/s?701f

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".



TRIBUNE CO: Hearing on Disclosure Statements to Resume Dec. 6
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware will continue on December 6, 2010, the hearing to
consider the adequacy of the disclosure statements accompanying
the plans of reorganization filed by each of:

  -- Tribune Company and its debtors affiliates, the Official
     Committee of Unsecured Creditors, Oaktree Capital
     Management, L.P., Angelo Gordon & Co., L.P., and JPMorgan
     Chase Bank, N.A.;

  -- Aurelius Capital Management, LP, Deutsche Bank Trust
     Company Americas, Law Debenture Trust Company and
     Wilmington Trust Company; and

  -- certain Holders of Step One Senior Loan Claims; and

  -- King Street Acquisition Company, LLC, King Street Capital,
     L.P. and Marathon Asset Management, L.P.

Judge Carey told attorneys to tone down their attacks on the
Disclosure Statements during the November 29, 2010 hearing, the
Associated Press reported.

"I think they have to be moderated," Judge Carey said toward the
end of the hearing, according to the report.

According to AP, Judge Carey expects that revisions be made to the
Disclosure Statements to reflect, among other things, what the
examiner said about the buyout.  Judge Carey also indicated that
he may impose page limitations or rewrite the documents himself,
the report added.

"I will do it myself if we can't get to a place where I'm
satisfied," Judge Carey said at the November 29 hearing, Bloomberg
News said.

After listening to attorneys for the groups argue for about six
hours, Judge Carey ordered them to change some of the wording in
their disclosures and resubmit them later this week, Bloomberg
relates.

An attorney for Sam Zell complained that none of the proposed
Disclosure Statements makes it clear that the Examiner determined
that any legal claims against Mr. Zell likely would not succeed,
the Associated Press reported.  Mr. Zell's attorney, David J.
Bradford, said in court that his client, who has called the buyout
"the deal from hell," was exonerated by the Klee report, Bloomberg
related.

The bankruptcy has become a "four-ring circus," David LeMay, Esq.,
at Chadbourne & Parke LLP, in New York, an attorney for the
official committee of unsecured creditors, told the judge,
according to Bloomberg.  "There are more plans in this case than I
have ever seen in my life," Bloomberg quoted Mr. LeMay as saying.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proponents Amend Competing Reorganization Plans
-----------------------------------------------------------
The four groups of plan proponents filed with the U.S. Bankruptcy
Court for the District of Delaware their First Amended Plans of
Reorganization for Tribune Company and its debtor affiliates on
November 23, 2010.

The Plan Proponents are:

  A. Debtors, the Official Committee of Unsecured Creditors,
     Oaktree Capital Management, L.P., Angelo Gordon & Co.,
     L.P., and JPMorgan Chase Bank, N.A.;

  B. Aurelius Capital Management, LP, Deutsche Bank Trust
     Company Americas, Law Debenture Trust Company and
     Wilmington Trust Company or the "Pre-LBO Noteholders Plan
     Proponents;"

  C. certain holders of Step One Senior Loan Claims; and

  D. King Street Acquisition Company, LLC, King Street Capital,
     L.P. and Marathon Asset Management, L.P., or the "Bridge
     Plan Proponents."

                   Debtor/Committee/Lender Plan

The Debtor/Committee/Lender Plan modifies the provisions on
settlement of claims related to the Leveraged Employee Stock
Ownership Plan Transactions, pursuit of preference actions,
certain indemnity and guaranty obligations related to the Chicago
Cubs Transactions, and Senior Lender Holdback.

The Debtor/Committee/Lender Plan provides that, in return for the
substantial consideration that would be provided by the Released
Parties -- the Debtors, their non-Debtor affiliates, the current
and former Senior Lenders, etc. -- in connection with the
Settlement, the Released Parties desire to obtain full resolution
of any claims that might be asserted, with no possibility of being
exposed to additional liability on account of claims they have
already paid substantial amounts to settle.  Those provisions,
which are variously known as bar orders or contribution bars, are
common in multi-party litigations involving settlements with some
parties and not others, the Debtor/Committee/Lender Plan
proponents relate.

According to the Debtor/Committee/Lender Plan proponents,
creditors are not prejudiced since the bar order simply prevents
them from indirectly imposing additional liability on Released
Parties on account of claims that Released Parties have paid
substantial amounts to settle.  The provisions of the bar order do
not apply to claims for contractual indemnity, claims for which a
court has determined there is no joint liability between a Barred
Person and a Released Party, or any claims for contribution or
non-contractual indemnity that are asserted with respect to any
claims that have not been brought by or on behalf of the Debtors'
estates, the Litigation Trust, the Creditors' Trust or any Person
asserting a Preserved Causes of Action.  The
Debtor/Committee/Lender Plan proponents clarify that nothing in
the Bar Order precludes the rights of any Barred Person to assert
claims, other than Barred Claims, against any Released Party.

The Debtor/Committee/Lender Plan proponents tell the Court that
the Debtors and Committee have commenced vigorous preference
avoidance actions against third parties and insiders of the
Debtors or entered into tolling agreements with various preference
defendants extending the applicable statute of limitations for
purposes of initiating those preference causes of actions.  The
Debtor/Committee/Lender Plan provides that these preference causes
of action, along with any proceeds therefrom, will be (i) retained
by the Reorganized Debtors to the extent the preference causes of
action constitute Ordinary Litigation Claims, and (ii) transferred
to the Litigation Trust to the extent the preference causes of
action constitute LBO-Related Causes of Action.  Ordinary
Litigation Claims are the claims, rights of action, suits or
proceedings, whether in law or in equity, whether known or unknown
that any Debtor or Estate may hold against any person as of the
Petition Date.

The Debtor/Committee/Lender Plan proponents state that most of the
preference actions being pursued by the Committee against the
Senior Lenders, Bridge Lenders and insiders constitute LBO-Related
Causes of Action.  The remainder of the preference actions, some
of which are being pursued by the Committee but most of which are
being pursued by the Debtors, constitute Ordinary Litigation
Claims.  To the extent any potential preference avoidance action
was not commenced as of the Effective Date, or the time to
commence those actions was not extended by tolling agreements as
of the Effective Date, the Debtor/Committee/Lender Plan does not
preserve any of those potential causes of action.

The Debtor/Committee/Lender Plan provides that the indemnification
or guaranty obligations of the Debtors contained in (i) the
Indemnity Agreement between CSC Holdings, Inc., NMG Holdings, Inc.
and Tribune dated July 29, 2008; (ii) the Guaranty of Collection
entered into on October 27, 2009 made by Tribune to various
parties with respect to the obligations of Chicago Baseball
Holdings, LLC in respect of the Credit Agreement Loans and the
Private Placement Notes; and (iii) the Subordinated Guaranty of
Collection entered into on October 27, 2009 made by Tribune to
various parties with respect to the obligations of Chicago
Baseball Holdings, LLC in respect of the Loans will continue in
full force and effect.

As a component of the Settlement, except for the Senior Lender
Holdback, the Senior Lender Loan Agent will not hold back,
withhold, keep, reserve, recoup, setoff against, delay delivery
of, or refuse to deliver any distributions payable to the Holders
of Senior Loan Claims at any time for any reason whatsoever.  All
other rights of JPMorgan and the Senior Lenders under the Senior
Loan Agreement or otherwise are expressly preserved.  JPMorgan
will be irrevocably entitled to utilize the Senior Lender Holdback
and will ultimately distribute any unused portion of the Senior
Lender Holdback to the Holders of Senior Loan Claims in accordance
with the provisions of the Senior Loan Agreement.  JPMorgan's fees
and expenses incurred from the Petition Date through the Effective
Date will be reimbursed on the Effective Date in accordance with
the Debtor/Committee/Lender Plan and not from the Senior Lender
Holdback.

Clean and redlined copies of the Debtor/Committee/Lender Plan are
available for free at:

    http://bankrupt.com/misc/Tribune_DebtorsPlanNov23.pdf
    http://bankrupt.com/misc/Tribune_DebtorPlannov23RED.pdf

Clean and blacklined copies of the Debtor/Committee/Lender
Disclosure Statement are available for free at:

    http://bankrupt.com/misc/Tribune_DebtorDSNov23.pdf
    http://bankrupt.com/misc/Tribune_DebtorDSblacknov23.pdf

The Debtors subsequently delivered to the Court Exhibit 5.15.1(2)
of the First Amended Plan which contains a full-text copy of the
Step Two/Disgorgement Settlement Procedures, which is available
for free at http://bankrupt.com/misc/Tribune_Ex5.15nov24.pdf
                 Pre-LBO Noteholders Plan

The Amended Pre-LBO Noteholders Plan provides that insurance
policies issued to, or insurance agreements entered into by, any
of the Debtors prior to the Petition Date will continue in effect
after the Effective Date.  To the extent that those insurance
policies or agreements are considered to be executory contracts,
the Noteholder Plan will constitute a motion to assume or ratify
those insurance policies and agreements, and, subject to the
occurrence of the Effective Date, the entry of the Confirmation
Order will constitute approval of that assumption pursuant to
Section 365(a) of the Bankruptcy Code and a finding by the
Bankruptcy Court that each assumption is in the best interest of
each Debtor and its Estate.  Unless otherwise determined by the
Bankruptcy Court, no payments will be required to cure any
defaults of the Debtors existing as of the Confirmation Date with
respect to each insurance policy or agreement.  To the extent that
the Bankruptcy Court determines otherwise as to any insurance
policy or agreement, the Noteholder Plan proponents reserve the
right to seek the rejection of that insurance policy or agreement
or other available relief.

Pursuant to the Noteholder Plan, and as consideration for the
Guarantor Non-Debtor Release, the Guarantor Non-Debtors will each
(i) execute a guaranty under the New Senior Secured Term Loan and
(ii) grant liens on certain of their property.

The Guarantor Non-Debtors include Tribune (FN) Cable Ventures,
Inc., Tribune Interactive, Inc., Tribune ND, Inc. and Tribune
National Marketing Company.

Clean and redlined copies of Amended Noteholder Plan are available
for free at:

    http://bankrupt.com/misc/Tribune_PlanAureliusnov23.pdf
    http://bankrupt.com/misc/Tribune_PlanAureliusnov23red.pdf

Clean and redlined copies of the Noteholder Plan Disclosure
Statement are available for free at:

    http://bankrupt.com/misc/Aurelius_AmDSnov23.pdf
    http://bankrupt.com/misc/Tribune_AureliusDSred.pdf

                      Step One Plan

The Step One Lender Plan provides that, subject to class votes in
favor of the Step One Lender Plan, there will be significant
recoveries to the Debtors' creditors from distributions that would
have otherwise been paid to Step One Lenders under the Bankruptcy
Code.  Thus, in addition to the opportunity to participate in
substantial additional distributions as a result of the
prosecution rather than settlement of the Step Two LBO-Related
Causes of Action, the Step One Lender Plan provides for these
Effective Date "gift" recoveries:

  -- Senior Noteholders: a $300 million cash distribution to
     Senior Noteholders that accept the Plan;

  -- Other Parent Claims: a cash payment to Holders that accept
     the Plan equal to 25.83% of their Allowed Claims; and

  -- General Unsecured Creditors of Filed Subsidiary Debtors: a
     cash payment to Holders that accept the Plan equal to the
     lesser of (a) 100% of their Allowed Claims or (b) their Pro
     Rata share of $225 million.

The Step One Lender Plan also honors the rights of the Step One
Lenders under the Senior Loan Agreement by preserving their right
to adjudicate the Sharing Provision Dispute rather than having it
predetermined to their prejudice.  In doing so, the Step One
Lender Plan provides Step One Lenders with the opportunity to
recover at least 70.70% and up to 94.51% if the resolution of
either the Step Two LBO-Related Causes of Action or the Sharing
Provision Dispute is favorable.

The Step One Lender Plan now classifies the Swap Claim as a Step
One Senior Loan Claim.  The obligations under the Swap Claim arose
in connection with the incurrence of the loans under the Senior
Loan Agreement and are, in fact, guaranteed pursuant to the Senior
Loan Guaranty Agreement.  The Step One Proponents believe that it
is inconsistent and unfair to provide the Swap Claim with the
benefit of the higher recoveries obtained through classification
as a Senior Loan Guaranty Claim (69.95%) at the Filed Subsidiary
Debtor level while avoiding the significantly lower recoveries of
Senior Loan Claims (1.09%) at the Tribune level by classifying the
Swap Claim as an Other Parent Claim (35.18%).

The Step One Lender Plan provides for the creation of reserves to
make distributions to Holders of Disputed Other Parent Claims and
Disputed General Unsecured Claims against the Filed Subsidiary
Debtors.  As the Step One Lender Plan is not a "settlement plan",
after distributions are made to Holders of Disputed Claims that
become Allowed Claims any cash remaining in these reserves will be
paid Pro Rata:

  (i) from the Other Parent Claim Reserve, to Holders of
      Allowed Step One Senior Loan Claims, Allowed Step Two
      Senior Loan Claims, Allowed Bridge Loan Claims, Allowed
      Senior Noteholder Claims and Allowed Other Parent Claims;
      and

(ii) from the Subsidiary GUC Reserve, to Holders of Allowed
      Step One Senior Loan Guaranty Claims, Allowed Step Two
      Senior Loan Guaranty Claims, Allowed Bridge Loan Guaranty
      Claims, Allowed General Unsecured Claims against the Filed
      Subsidiary Debtors to the extent that those holders have
      not been paid in full.

However, if either the Other Parent Claim class or the General
Unsecured Claims class against Filed Subsidiary Debtors becomes
entitled to the Other Parent Claim Gift Distribution and the
Subsidiary GUC Gift Distribution, respectively, the Other Parent
Claim Reserve and the Subsidiary GUC Reserve will be funded with
substantially more cash as a result of the gift from Step One
Lenders.  The Step One Lender Plan refers to this incremental cash
as the "Gift Amount," as it is the difference between what Holders
of Other Parent Claims and Holders of General Unsecured Claims
against the Filed Subsidiary Debtors would be entitled to receive
under the Bankruptcy Code and the distribution they are receiving
as a gift.  As the Step One Lenders are reallocating portions of
the distributions they would otherwise be entitled to receive
under the Bankruptcy Code to make the Gift Distributions, the Step
One Lender Plan provides that only Step One Lenders may receive a
Pro Rata share, based on the Gift Amount, of the cash
remaining from a Gift Distribution.

The Other Parent Claims generally include Claims against Tribune
arising under Non-Qualified Former Employee Benefit Plans, and a
limited number of contract and other claims.  Although some Other
Parent Claims may not be entitled to the benefit of the
contractual subordination of the PHONES Notes Claims and the EGI-
TRB LLC Notes Claims, as part of the gift plan all Allowed Other
Parent Claims are entitled to receive the same distributions under
the Step One Lender Plan.  The Plan does not, however, specify
which of the Other Parent Claims are senior or subordinated to the
PHONES Notes Claims or EGI-TRB LLC Notes Claims in respect of
distributions on Litigation Trust Interests or Creditors Trust
Interests.

To the extent any potential preference avoidance action was not
commenced as of the Effective Date, or the time to commence those
actions was not extended by tolling agreements as of the Effective
Date, the Step One Lender Plan does not preserve any of those
potential causes of action.

The Step One Lender Plan provides that the indemnification or
guaranty obligations of the Debtors contained in (i) that certain
Indemnity Agreement between CSC Holdings, Inc., NMG Holdings,
Inc. and Tribune dated July 29, 2008; (ii) that certain Guaranty
of Collection entered into on October 27, 2009 made by Tribune to
various parties with respect to the obligations of Chicago
Baseball Holdings, LLC in respect of the Credit Agreement Loans
and the Private Placement Notes; and (iii) that certain
Subordinated Guaranty of Collection entered into on October 27,
2009 made by Tribune to various parties with respect to the
obligations of Chicago Baseball Holdings, LLC in respect of the
Loans will continue in full force and effect.

Clean and redlined copies of the Step One Plan are available for
free at:

    http://bankrupt.com/misc/Tribune_StepOnePlannov23.pdf
    http://bankrupt.com/misc/Tribune_StepOnePlanRednov23.pdf

Clean and redlined copies of the Step One Disclosure Statement are
available for free at:

    http://bankrupt.com/misc/Tribune_StepOneDSnov23.pdf
    http://bankrupt.com/misc/Tribune_StepOneDSnov23Red.pdf

                   Bridge Lender Plan

Under the Bridge Lender Plan, all distributions that would
otherwise go to holders of EGI-TRB LLC Notes Claims on account of
(i) the Parent Claims Minimum Distribution Percentage of EGI-TRB
LLC Notes Claims, and (ii) Class 1h Distribution Trust Interests
will be distributed pursuant to the subordination provisions of
the EGI-TRB LLC Notes Pro Rata to (x) the Holders of Senior
Noteholder Claims and (y) the other potential beneficiaries of the
EGI-TRB LLC Notes subordination pending a determination of the
allowance of the Claims of those potential beneficiaries and the
enforceability of the subordination provision vis-a-vis avoided or
equitably subordinated debt.

The Bridge Lender Plan provides that on the Effective Date, the
Litigation Trust will succeed to all rights of the Debtors and the
Committee with respect to the Litigation Trust Causes of Action
and all assets and information of the Debtors necessary to
investigate, prosecute, protect and conserve all Litigation Trust
Causes of Action including, without limitation, control over all
attorney/client privileges, work product privileges,
account/client privileges and any other evidentiary privileges
related to the Litigation Trust Causes of Action that, prior to
the Effective Date, belonged to the Debtors pursuant to the
applicable federal and state law.  The Litigation Trust will have
the exclusive power, on behalf and in the name of the Estates, to
prosecute, defend, compromise, settle, and otherwise deal with all
Litigation Trust Causes of Action subject to the restrictions in
the Bridge Lender Plan and the Litigation Trust Agreement.

Clean and redlined copies of the Bridge Lender Plan are available
for free at:

     http://bankrupt.com/misc/Tribune_KingStreetPlanNov23.pdf
     http://bankrupt.com/misc/Tribune_KingStreetPlanNov2Red.pdf

Clean and redlined copies of the Bridge Lender Disclosure
Statement are available for free at:

    http://bankrupt.com/misc/Tribune_KingStreetDSNov23.pdf
    http://bankrupt.com/misc/Tribune_KingStreetDSredNov23.pdf

                    Joint Disclosure Statement

The Debtors also delivered to the Court on November 23, 2010, a
proposed Joint Disclosure Statement for these plans of
reorganizations filed by the four Plan Proponents.

The Joint Disclosure Statement contains copies of Corporate
Organization Chart, Collective Bargaining Agreements, Examiner's
Report, Liquidation Analysis, Financial Projections, Reorganized
Value Analysis, Selected Historical Financial Information, which
are available for free at:

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

Full-text copy of blacklined Proposed Joint Disclosure Statements
is available for free at:

    http://bankrupt.com/misc/Tribune_JointDSnov23red.pdf

                      Responsive Statements

The Plan Proponents also filed with the Court their revised
Responsive Statements that they propose to include in the Master
Disclosure Statement.

The Debtors believe that since the Noteholder Plan does not
resolve any of the critical issues in their Chapter 11 cases, not
only the amount, but also the timing, of any consideration that
Holders of Claims may ultimately receive under the Noteholder Plan
are not only speculative, but also unascertainable at present.  A
full-text copy of the Statement is available for free at
http://bankrupt.com/misc/Tribune_DebtorsRSnov23.pdf

The Committee says that although the best case scenarios under the
Noteholder Plan yield full-recovery to general unsecured
creditors, these scenarios are fraught with risk and do not
provide Non-LBO Creditors with any certainty of achieving the
distributions provided in the Debtor/Committee/Lender Plan.  The
Committee maintains that the Bridge Plan is entirely illusory
because the Settlements it advertises will never take place.  A
full-text copy of the Statement is available for free at:

    http://bankrupt.com/misc/Tribune_CommitteeRSnov23.pdf

Angelo Gordon and Oaktree Capital asserts that although the Pre-
LBO Noteholder Plan is presented as a fallback option with no
obstacles to confirmation, its proponents gloss over or ignore
numerous issues that would in fact have to be litigated to
conclusion in order to confirm the Noteholder Plan, including
valuation, the propriety of the size and contents of the proposed
reserves, control over and operation of the Litigation Trust, and
the proposed corporate governance of the Reorganized Debtors.  A
full-text copy of the Statement is available for free at:

    http://bankrupt.com/misc/Tribune_AngeloRSnov23.pdf

The Step One Lender Plan Proponents assert that their Plan is the
only plan that treats Step One Lenders fairly by offering them a
near par recovery.  A full-text copy of the Statement is available
for free at:

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

The Pre-LBO Noteholders Plan Proponents complain that the
Committee has failed to provide a substantive rationale for
endorsing the Debtor/Committee/Lender Plan, especially in light of
the Examiner's Report.

The Debtor/Committee/Lender Plan grants sweeping releases in
exchange for woefully inadequate consideration, and in certain
instances no consideration at all.

While the releases relating to Step Two shareholders are subject
to certain limitations and apply only with respect to the first
$100,000 of LBO proceeds received by those shareholders, the
Debtor/Committee/Lender Specific Disclosure Statement does not
disclose the magnitude of claims against the released Step Two
shareholders and, therefore, the financial impact of the
releases and the limitations thereon cannot be determined.  The
Proponents believe that the foregoing releases constitute a waste
of estate assets that cannot stand under well-settled law.  A
full-text copy of the Statement is available for free at:

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

The Proposed Bridge Lender Plan Proponents assert that their
proposed Settlements are voluntary, unlike  the so-called
settlements in the LBO Lender Plans, and are comprised of three
independent and severable settlements with each of the three
principal LBO Lender defendant constituencies.  Therefore, if the
Proposed Bridge Lender Plan Settlements are not approved, the
Bridge Lender Plan will make distributions to creditors in a
manner that, in many respects, is substantially identical to that
provided by the Noteholder Plan, adjusted if the allocation of
value as between Tribune and the Guarantor Subsidiaries described
in the Bridge Lender Plan is accepted.  A full-text copy of the
Statement is available for free at:

    http://bankrupt.com/misc/Tribune_KingStreetRSnov23.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Court Lets Committee to Pursue Suits vs. Professionals
------------------------------------------------------------------
As reported in the Troubled Company Reporter on November 26, 2010,
the Official Committee of Unsecured Creditors for Tribune Co.
seeks leave, standing and authority to toll or commence,
prosecute, settle, and recover certain causes of action on behalf
of the Debtors' estates arising under Sections 547 and 550 of the
Bankruptcy Code against certain of the Debtors' professionals who
received payments in the 90 days prior to the Petition Date.

The Preference Defendants are:

  * Sidley Austin LLP
  * McDermott Will & Emery
  * PricewaterhouseCoopers
  * Jenner & Block LLP
  * Paul, Hastings, Janofsky & Walker LLP
  * Seyfarth Shaw LLP
  * King, Blackwell, Downs & Zehnder, P.A.
  * Davis Wright & Tremaine
  * Levine Sullivan Koch & Schulz, LLP

Judge Carey granted the Committee leave, standing and authority to
either toll certain causes of actions belonging to the Debtors'
estates arising under Section 547 and 550 of the Bankruptcy Code
or to commence and prosecute the Preference Actions.  Judge Carey
directed the Committee to enter into tolling agreements or
commence the Preference Actions by filing its complaints no later
than December 7, 2010.

Any objections to the Motion that have not been withdrawn, waived
or settled are denied and overruled with prejudice.

The Order provides that neither the Debtors nor the Committee will
settle any of the Preference Actions without the other's consent
unless and until the earliest to occur of:

  (i) the Committee and the Debtors withdraw their support for
      the Joint Plan of Reorganization for Tribune Company and
      its debtor affiliates as proposed by the Debtors, the
      Committee, Oaktree Capital Management, L.P., Angelo,
      Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.;

(ii) the Court declines to confirm the Settlement Plan; or

(iii) April 1, 2011.

If a Termination Event occurs, either the Debtors or the Committee
will have the right to settle claims that the Committee has been
authorized to pursue, and the Committee will have the right to
file a motion seeking entry of a court order granting it the
exclusive right to settle those claims.

With respect to any Preference Actions that have been filed and
served, the Preference Actions will be deemed stayed until a
Termination Event occurs, provided that if the Termination Event
is the withdrawal of support for the Settlement Plan by the
Debtors or the Committee, the Committee will have the right to
extend the Stay by filing and serving a notice that the Stay will
continue.

All applicable deadlines are suspended during the period of Stay.
During the pendency of the Stay, no defendant to the Preference
Actions will answer or otherwise respond to the Preference
Actions.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIPEAK, LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: TriPeak, LLC
        645 W. Pomona Boulevard
        Monterey Park, CA 91754

Bankruptcy Case No.: 10-60945

Chapter 11 Petition Date: November 29, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Roseann Frazee, Esq.
                  FRAZEE/LARON
                  123 N. Lake Avenue, Suite 200
                  Pasadena, CA 91101
                  Tel: (626) 744-0263
                  Fax: (626) 744-0548
                  E-mail: RoseAnn@frazeelaron.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Lingoi Ko, managing member.


UNILAVA CORP: Incurs $440,500 Net Loss in September 30 Quarter
--------------------------------------------------------------
Unilava Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $440,488 on $1.26 million of revenue for
the three months ended Sept. 30, 2010, compared with a net loss of
$707,808 on $1.79 million of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $5.42 million in total liabilities,
and a stockholders' deficit of $776,747.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7007

                    About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.


UNITED CONTINENTAL: Pilots Protest Outsourcing of Flying
--------------------------------------------------------
The pilots of United Air Lines, Inc. and Continental Airlines,
Inc., represented by the Air Line Pilots Association, Int'l (ALPA)
are conducting informational picketing in Newark and Houston, the
site of major Continental Airlines hubs, on Nov. 22 and 23 and in
Chicago, home of United Airlines, on Dec. 1 to reaffirm their
stance against management's plans to continue and expand the
practice of outsourcing flying to other airlines.  The airline
intends to use the CO code on flights from Continental hubs, using
outsourced 70-seat jets, a practice the union believes is in
violation of the Continental pilots' current contract.

"The pilots of Continental and United are unified on the issue of
protecting the jobs of our pilots, and to stop the outsourcing of
our flying," said Capt. Jay Pierce, Chairman of the Continental
pilots unit of ALPA.  "We have no reservations about using the
full range of legal methods available to bring resolution to this
issue and ultimately prevent the outsourcing that we strongly
believe violates the Continental pilots' contract."

"It is no secret that the issues of scope and outsourcing are
paramount in our current negotiations for a joint collective
bargaining agreement that will eventually cover both Continental
and United pilots," said Capt.  Wendy Morse, Chairman of the
United unit of ALPA.  "Management's concept that outsourcing is
the only viable solution is based on outdated business models that
simply fail to recognize that the business of an airline is to fly
-- not to outsource flying to the lowest bidder or to merely act
as a ticket agent."

Capt. Pierce added, "We would hope management isn't attempting to
circumvent the bargaining process.  It would serve the new United
well to establish a productive labor-management relationship, and
concentrate on reaching an agreement over scope rather than
willingly violate our existing contract by introducing regional
jets to markets where Continental pilots should be flying."

"No issue impacts our pilots more than the protection of our
jobs," added Capt. Morse.  "Scope is at the center of the current
negotiations with the company.  The ultimate success of this
merger requires that management focus on reaching agreement with
its pilots in the Joint Collective Bargaining process ? on this
and other issues.  The sooner management abandons its practice of
outsourcing our flying, the sooner United will reap the rewards
this merger was promised to bring."

                  About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: Names B. Hart as SVP, General Counsel
---------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) announced that Brett
J. Hart will become its senior vice president, general counsel and
secretary.  Hart will join the company by Dec. 15.  He will be
responsible for managing the company's legal affairs worldwide,
reporting directly to President and CEO Jeff Smisek.

"Brett's experience, leadership skills and legal expertise are
great assets to our senior management team," said Mr. Smisek.  "He
will play a key role as we integrate United and Continental and
build the world's leading carrier."

Mr. Hart most recently served as executive vice president, general
counsel and corporate secretary at Sara Lee Corporation, where he
directed global legal operations for the corporation.  Prior to
Sara Lee, Mr. Hart was a partner with Sonnenschein Nath &
Rosenthal in Chicago, and previously served as special assistant
to the general counsel at the U.S. Department of the Treasury in
Washington, D.C.  He replaces Tom Sabatino, who is leaving United.

Mr. Hart earned a juris doctorate degree from the University of
Chicago Law School and a bachelor's degree in philosophy and
English from the University of Michigan.

                  About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: Obtains DOT Order on Antitrust Immunity
-----------------------------------------------------------
United Air Lines, Inc., Continental Airlines Inc. and All Nippon
Airways Co., Ltd. announced the U.S. Department of Transportation
(DOT) issued a final order granting anti-trust immunity enabling
the three carriers to execute a trans-Pacific joint venture under
which they intend to jointly develop flight schedules and sales
activities.

Customers traveling between the Americas and Asia will enjoy more
convenient flight schedules, with a broader range of fare and
product options, once the joint venture is implemented.

Jeff Smisek, president and CEO of United Continental
Holdings, said in a Nov. 10 statement, "Today's final approval by
DOT enables us to begin working toward a more convenient, more
seamless experience for travelers on both sides of the Pacific.
We thank the DOT for their thoughtful review."

Shinichiro Ito, president and CEO of ANA, said: "ANA would like to
express its appreciation to the U.S. Department of Transportation
for this final order, which recognizes the positive benefits from
our joint application.  The clearance enables us to begin the
preparatory work necessary to launch our joint venture next
Spring, and to co-operate more closely with United and Continental
for the benefit of customers."

                           About ANA

Established in 1952, ANA (All Nippon Airways Co., Ltd.) is a
leading Japanese provider of air transportation services, carrying
almost 50 million passengers every year to 50 destinations in
Japan and 27 cities throughout Asia, Europe and the US on its
fleet of 226 aircraft.  It is the tenth largest airline in the
world by passenger load, according to IATA rankings and the
largest domestic carrier in Japan.  ANA has won awards in all
categories for its products and services and was voted Airline of
the Year for 2007 by Air Transport World Magazines.  ANA is the
launch customer of Boeing 787 Dreamliner and Mitsubishi Regional
Jet, and joined the Star Alliance in 1999 and celebrated its 10th
year Star Alliance membership in October, 2009.

                    About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


VALLEJO, CA: Council Meeting on Nov. 30 to Consider Budget Plan
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review said city officials in Vallejo,
the largest California municipal entity to file for bankruptcy
since Orange County in 1994, were scheduled to vote Tuesday
evening on a five-year plan that could mark the beginning of its
exit from that situation.

Citing Vallejo Times Herald staff writer Jessica A. York, The
Troubled Company Reporter reported November 25, 2010, that
Vallejo's bankruptcy attorney Marc Levinson, Esq., said the budget
strategy will be used to justify paying only about 5 or 10 cents
on the dollar to creditors.  According to Times Herald, although
the actual amount Vallejo owes has yet to be nailed down, Mr.
Levinson said it may be roughly $50 million.  According to a draft
of the plan released mid-November, for unsecured creditors -- like
city employees whose contracts were bent or thrown out -- there is
only $5 million from which to draw.

As reported by the TCR on November 19, 2010, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, said the city manager of
Vallejo gave the city council a five-year budget to form the basis
for a plan for concluding the city's Chapter 9 municipal
reorganization.  According to the Bloomberg report, the budget
would defer principal payments on debt until 2013, when payments
would begin on a reduced level.  The manager also wants city
workers to increase contributions to their health plan and reduce
benefits for future workers.  The budget was under discussion with
creditors and unions.

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VICTOR TIBALDEO: Follows Company Into Ch. 11 After Foreclosure
--------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Victor Tibaldeo filed for Chapter 11 bankruptcy protection, after
the properties of Victor Pianos & Organs fell into foreclosure by
Bank of America during the recession, as annual sales declined
from $650,000 a year to $47,796 in fiscal year 2008.

Business Journal relates that Mr. Tibaldeo placed Victor Pianos &
Organs into bankruptcy early this year, disclosing assets of $7.27
million and liabilities of $2.64 million.

Victor Tibaldeo, Sr., filed for Chapter 11 bankruptcy protection
on Nov. 21, 2010 (Bankr. S.D. Fla. Case No. 10-45696).  Judge A.
Jay Cristol precedes the case.  Joel M. Aresty, Esq., represents
the Debtor in its restructuring efforts.  The Debtor estimated
both assets and debts of between $1 million and $10 million as of
the Petition Date.

Victor Pianos and Organs Inc., a debtor-affiliate, filed for
Chapter 11 bankruptcy protection on Feb. 25, 2010 (Case No.
10-14721).


WASHINGTON MUTUAL: Plan Confirmation Hearing Begins Today
---------------------------------------------------------
Washington Mutual Inc. will present its plan for confirmation at a
hearing that starts December 1.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual will be required to use the
cramdown process after all but three classes of creditors and
equity holders voted down the plan.  WaMu's plan was accepted by
the required majorities of creditors in the classes for senior
notes, senior subordinated notes, and general unsecured creditors.
The remaining seven classes voted "no."

Mr. Rochelle relates that with more than one class voting "yes,"
WaMu still can win confirmation using cramdown, where the
bankruptcy judge must determine that dissenting creditors and
equity holders are receiving more than they would through
liquidation in Chapter 7.

Classes that voted against the plan include guarantee claims, so-
called PIERS claims, and holders of the bank subsidiary's senior
notes.

Mr. Rochelle reports Kevin Starke from Stamford, Connecticut-based
CRT Capital Group LLC, said "it is ironic that" the PIERS class
voted against the plan.  In a message to customers, Mr. Starke
said the PIERS class "needs this plan to be confirmed in the
biggest hurry."  Mr. Starke noted that no one in the class "opted
out of granting" releases.

WaMu's Chapter 11 plan is based on settlements with the Federal
Deposit Insurance Corp. and JPMorgan Chase & Co.  The revised plan
will distribute more than $7 billion to creditors.

                      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 $500,000,000 to $1,000,000,000 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 JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: Shareholders May Block Public From Hearing
-------------------------------------------------------------
Steven Church at Bloomberg News said in a report that Washington
Mutual Inc. shareholders may force the public out of a courtroom
this week when the company seeks approval to pay creditors
$7 billion.

According to the report, the official committee of shareholders
filed a motion Nov. 30 seeking permission to use confidential
material when it makes its case that the liquidation plan is
unfair and should be rejected by U.S. Bankruptcy Judge Mary F.
Walrath.  The shareholders argue that pursing the lawsuits --
rather than the settlement-based Chapter 11 plan proposed by
management -- could bring enough money to pay all of WaMu's debt
and still leave money for them.

The confidential materials are internal WaMu documents that show
the company decided to settle without thoroughly investigating the
possibility that lawsuits could raise more money to repay
creditors, shareholders said in the filing.  The courtroom may
need to be closed when the documents are mentioned during the
hearing, shareholders said.

Separately, the shareholders asked Judge Walrath to prevent WaMu
from using any portion of a report by court-appointed examiner
Joshua R. Hochberg that concluded the settlement is reasonable.
Mr. Hochberg's report is inadmissible under court rules because it
relies on testimony that wasn't taken under oath, the shareholders
argued in a filing Nov. 30.

WaMu's Chapter 11 plan is based on settlements with the Federal
Deposit Insurance Corp. and JPMorgan Chase & Co.  The revised plan
will distribute more than $7 billion to creditors.

                      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 $500,000,000 to $1,000,000,000 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 JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: Modifies Sixth Amended Plan
----------------------------------------------
BankruptcyData.com reports that Washington Mutual Inc. filed with
the U.S. Bankruptcy Court a modification to its Sixth Amended
Joint Plan of Reorganization.

BData says the modification includes updates in regards to the
following: reorganized common stock, timeliness of payments,
failure to claim undeliverable distributions, directors of the
reorganized debtor, discharge and release of claims and
termination of equity interests, releases by the debtor, releases
by holders of claims and equity interests, injunction related to
releases, bar order and supplement injunction.

                      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 $500,000,000 to $1,000,000,000 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 JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date


WASTE2ENERGY HOLDINGS: Did Not Make Payment on Senior Conv. Notes
-----------------------------------------------------------------
Waste2Energy Holdings Inc. said, on November 19, 2010, a total of
$111,500 of principal amount of the Company's 12% Senior
Convertible Debentures became due.

The Company said it did not make the required payment on the
Maturity Date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration shall become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.

Commencing 5 days after the occurrence of any Event of Default
that results in the eventual acceleration of the Debenture, the
interest rate on the Debenture shall accrue at an interest rate
equal to the lesser of 17% per annum or the maximum rate permitted
under applicable law.  As used in the Debentures, Mandatory
Default Amount means the sum of:

     a) the outstanding principal amount of the Debenture, plus
        all accrued and unpaid interest hereon, divided by the
        Conversion Price of the Debenture on the date the
        Mandatory Default Amount is either (A) demanded or
        otherwise due or (B) paid in full, whichever has a lower
        Conversion Price, multiplied by the VWAP on the date the
        Mandatory Default Amount is either (x) demanded or
        otherwise due or (y) paid in full, whichever has a higher
        VWAP, and

     b) all other amounts, costs, expenses and liquidated damages
        due in respect of this Debenture.

Subject to the terms of the Debenture, the VWAP is the most recent
bid price per share of the Common Stock reported in the "Pink
Sheet" published by Pink OTC Markets Inc.

                  About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WAVE HOUSE: Coaster Firm Assures Park is Financially Sound
----------------------------------------------------------
In light of the current news that the landlord of Belmont Park,
Wave House Belmont Park LLC, has filed for Chapter 11 Bankruptcy,
the owners, management and employees of the San Diego Coaster
Company wanted to be sure its friends, vendors and Guests
understand that it has no effect on the Coaster Company, operators
of the Historic Giant Dipper Roller

Coaster and other rides located within the footprint of Belmont
Park.

The San Diego Coaster Company holds a separate land lease with the
City of San Diego for the Giant Dipper Roller Coaster and other
rides as well as leasing property from Wave House Belmont Park
LLC.

"We appreciate the outpouring of concern on our behalf," said
Wendy Crain, General Manager, San Diego Coaster Company.  "We want
everyone to know that the Coaster Company, Historical Giant Dipper
as well as all the other rides we operate, are not involved in the
current situation and that we are financially solvent."

The San Diego Coaster Company has seen record attendance every
year over the last three years, despite a challenged economy.  The
San Diego Coaster Company recently introduced a brand new ride
called "Control Freak" in August of this year and is looking
forward to the installation of another new ride called the
OctoTron opening this December, it will be the first of its kind
in California.

Belmont Park is a seven-acre beach front amusement park and
entertainment center located at the corner of Mission Blvd. and
West Mission Bay Drive in Mission Beach.

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
S.D. Calif. Case No. 10-19663).  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.


WESTSTAR FINANCIAL: Has $4.6MM Q3 Loss; Bank Under Consent Order
----------------------------------------------------------------
Weststar Financial Services Corporation, the holding company for
the Bank of Asheville, filed its Form 10-Q, reporting a net loss
of $4,657,214 for three months ended Sept. 30, 2010, compared with
a net loss of $131,623 for the same period in 2009.

Net interest income for the quarter ended September 30, totaled
$1,817,206 compared to $2,165,136 in 2009.  The decrease was
attributable to decreases in net earning assets and net interest
margin.

The Company's balance sheet at September 30, 2010, showed total
assets of $195,305,850, total liabilities of $197,158,173, and a
stockholders' deficit of $1,852,323.

Net charge-offs during the three month periods ended September 30,
totaled $232,621 compared with $196,639 in the same period in
2009.  Third quarter 2010 charge-offs were primarily related to
declines in real estate values of impaired collateral dependent
loans and changes in the types of appraisals obtained to support
valuations on properties that are expected to be resolved via
foreclosure.  The sluggish real estate market continues to
significantly affect real estate collateral values which directly
impacts the level of specific reserves required on impaired loans.
Year-to-date net charge-offs resulted in a significant reduction
to the Company's capital.

Non-performing assets totaled $33,377,051 at September 30.  Loans
outstanding decreased 10.87% to $165,309,503, when compared to
December 31, 2009 primarily as a result of loan charge-offs and
write-downs.  The investment portfolio decreased to $11,631,139,
when compared to $25,046,500 at December 31, as a result of sales
of investments to provide liquidity for operations.

The Company noted in the Form 10-Q that on September 30, 2010, the
Bank of Asheville entered into a stipulation to the Issuance of a
Consent Order with the North Carolina Office of the Commissioner
of Banks whereby the Bank consented to the issuance of a Consent
Order by the Commissioner.   Under the Order, the Bank's board of
directors has agreed to increase its participation in the affairs
of the Bank, including assuming full responsibility for the
approval of policies and objectives for the supervision of all of
the Bank's activities.  These matters potentially raise
substantial doubt about the Bank's ability to continue as a going
concern.

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

               http://ResearchArchives.com/t/s?6ff6

                     About Weststar Financial

Ashville, N.C.-based Weststar Financial Services Corporation (OTC
BB: WFSC) is the parent company of The Bank of Asheville.
Weststar Financial Services Corporation owns 100% interest in
Weststar Financial Services Corporation I, a statutory trust.  The
Bank operates five full-service banking offices in Buncombe
County, North Carolina - Downtown Asheville, Candler, Leicester,
South Asheville and Reynolds.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: November 14, 2010

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***