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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, December 3, 2010, Vol. 14, No. 335

                            Headlines

17TH ST. AUTO: Case Summary & 17 Largest Unsecured Creditors
ACADEMY HOTEL: Case Summary & 20 Largest Unsecured Creditors
ADINO ENERGY: Posts $162,900 Net Loss in September 30 Quarter
AMC ENTERTAINMENT: S&P Assigns 'CCC+' Rating on $600 Mil. Notes
AMC ENTERTAINMENT: Moody's Rates $600 Mil. Senior Notes at 'Caa1'

AMERICAN HOME: N.D. Ga. Court Halts Zeimba Foreclosure
AMERICAN INT'L: Sells $2 Billion Sr. Unsecured Notes in 2 Parts
AMERICAN MEDIA: Files Chapter 11 Reorganization Plan Summary
AMERICAN MEDIA: Wins Nod to Assume Restructuring Support Agreement
AMERICAN MEDIA: Wins Approval to Sign New Financing Deals

AMERICAN MEDIA: Gets Interim OK to Use $25-Mil. of Cash Collateral
ARNA VODENOS: Voluntary Chapter 11 Case Summary
ARVINMERITOR INC: Posts $26 Million Net Income in Fiscal 2010
ASSET RESOLUTION: Nevada Dist. Ct. Rules on Motions in Limine
AVENTINE RENEWABLE: Moody's Assigns 'Caa1' Corp. Family Rating

AXCAN INTERMEDIATE: S&P Downgrades Corp. Family Rating to 'B2'
BALL CORPORATION: Moody's Assigns 'Ba1' Rating to $1.4 Bil. Loan
BALL CORP: S&P Assigns Rating on Senior Secured Facilities
BAYOU GROUP: Judge Refuses to Vacate $20-Mil. Award vs. Goldman
BAYOU GROUP: Judge Upholds $20 Million Award vs. Goldman

BENDA PHARMACEUTICAL: Reports $283,600 Net Income in Q3 2010
BERNARD L MADOFF: Trustee Sues JPMorgan to Recover $6.4 Billion
BERNARD L MADOFF Trustee Files $3.14 Billion Sealed Suit
BERNARD L MADOFF: Trustee Seeking Aston Martin, London Assets
BOOZ ALLEN: Moody's Upgrades Ratings on Mezzanine Loan to 'B2'

BUMBLE BEE: S&P Affirms 'B+' Corporate Credit Rating
CAESARS ENTERTAINMENT: Appoints D. Sambur & J. Wang as Directors
CAESARS ENTERTAINMENT: Apollo & TPG Have 89.3% Equity Stake
CAFE VALENCIA: Case Summary & 20 Largest Unsecured Creditors
CAMBIUM LEARNING: S&P Assigns 'B' Rating on $175 Mil. Notes

CAPITAL POWER: S&P Assigns 'BB+' Rating on Preferred Share
CAPSALUS CORP: Posts $1.4 Million Net Loss in September 30 Quarter
CARDO MEDICAL: Posts $8.1 Million Net Loss in September 30 Quarter
CARLTON GLOBAL: Case Summary & 16 Largest Unsecured Creditors
CASCADIA PARTNERS: Case Summary & 3 Largest Unsecured Creditors

CAVE LAKES: U.S. Trustee Fails to Form Creditors Committee
CENVEO CORPORATION: Moody's Rates New Senior Loan at 'Ba3'
CENVEO INC: S&P Lowered Corporate Credit Rating to 'B'
CHARLES BARROS, JR.: Case Summary & 12 Largest Unsecured Creditors
CHARLES PEELE: Case Summary & 20 Largest Unsecured Creditors

CHINA BROADBAND: Posts $7.4 Million Net Loss in Q3 2010
CHINA YOUTH: Posts $545,700 Net Loss in September 30 Quarter
CHURCHILL FINANCIAL: Supplemental Pact Won't Move Moody's Ratings
CIELO TOWER: Voluntary Chapter 11 Case Summary
CIRCUIT CITY: Bankr. Ct. Rejects Mitsubishi's "New Value" Defense

CLARK AND LELAND: Voluntary Chapter 11 Case Summary
CLEARWIRE CORP: Unit to Issue Over $1.1BB in New Debt Securities
CLEARWIRE CORP: Sprint Nominates 3 Directors
CNO FINANCIAL: S&P Puts 'B-' Rating on CreditWatch Positive
COMMUNICATIONS & POWER: S&P Puts 'B+' Rating on Negative Watch

CROSSTOWN STOR-N-MORE: Confirmation Hearing Set for December 13
CSG SYSTEMS: S&P Assigns 'BB' Corporate Credit Rating
CYBRDI INC: Posts $150,700 Net Loss in September 30 Quarter
DAVITA INC: Moody's Assigns 'B2' Rating on Senior Unsec. Shelf
DEBORAH'S STAGE: Case Summary & 20 Largest Unsecured Creditors

DENNIS SEVERSON: Voluntary Chapter 11 Case Summary
DINEEQUITY INC: Fitch Assigns 'B' Issuer Default Rating
DREIER LLP: Trustee Files 50 Preference Suits, Seeking $4 Mil.
EARTHBOUND HOLDING: S&P Assigns 'B' Corporate Credit Rating
ENERGY XXI: Fitch Assigns 'B' Issuer Default Rating

ENERGY XXI: Moody's Assigns 'Caa1' Rating on $700 Mil. Notes
ENERGY XXI: S&P Assigns 'B' Rating on Senior Unsec. Notes
EUGENE MORRIS: Voluntary Chapter 11 Case Summary
EVA ANDERSON: Case Summary & 8 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: Proposes to Cease Distribution of Warrants

EXIDE TECHNOLOGIES: Seeks 4 Months to Remove State Court Actions
EXIDE TECHNOLOGIES: Wants Until Feb. 28 to Remove Fla. Action
EXIDE TECHNOLOGIES: Objects to Bay Corrugated, et al., Claims
FGIC CORP: Policyholders to Negotiate Restructuring Plan
FIDDLER'S CREEK: Secured Lender Has Plan for Project

FIRST DATA: Raises Exchange Offer Size After 86% of Notes Tendered
FIRST OCCUPATIONAL: Case Summary & 20 Largest Unsecured Creditors
FLESS 5: Case Summary & 10 Largest Unsecured Creditors
FLETCHER GRANITE: Committee Renews Motion for NHB as Advisors
FLORIDA REPROGRAPHICS: Case Summary & Creditors List

FORD MOTOR: Swaps 2.54-Bil. Notes for 274MM Shares & $547MM Cash
FRANK JODZIO: Taps CBIZ Valuation as Financial Advisor
FT SILFIES: In Settlement Talks with Chrysler Fin'l and DCFS
GENON ENERGY: Moody's Affirms 'B2' Corporate Family Rating
GLO-TEX INT'L: Petitioners Can Pursue Suits v. Ex-Shareholders

GLEN ROSE: Posts $1 Million Net Loss in September 30 Quarter
GOLDEN EAGLE: Reports $3.7 Million Net Income in Q3 2010
GP INVESTMENTS: Fitch Affirms 'B+' Issuer Default Rating
GREENSBURG STATION: Case Summary & Largest Unsecured Creditor
GROVE STREET: Plan Outline Hearing Set for December 14

GS LODGING: Case Summary & 20 Largest Unsecured Creditors
GSC GROUP: Sale Requires Clients' Consent, Investors Say
HARVEST OAKS: Confirmation Hearing Continued Until January 20
HARVEST OAKS: CSMC Wants $36,038 in Counsel Retainers be Disgorged
HCA HOLDINGS: Now Holding Company for HCA Inc.

HCA HOLDINGS: Issues $1.525 Billion of Senior Unsecured Notes
HEALTH MANAGEMENT: Moody's Gives Positive Outlook, Affirms Ratings
HELLER EHRMAN: Trustee Sues 22 Law Firms Over Business Transfers
HERMANTO SENTOSO: Case Summary & 20 Largest Unsecured Creditors
HILL TOP: Court Extends Plan Filing Exclusivity Until Dec. 7

HOMEBANC MORTGAGE: N.D. Ga. Court Halts Zeimba Foreclosure
HUDSON'S FURNITURE: Plan of Reorganization Wins Court Approval
I-10 BARKER: Files Schedules of Assets and Liabilities
IHEALTH TECHNOLOGIES: S&P Puts 'B+' Corporate Credit Rating
INDIGO-ENERGY INC: Posts $1.2 Million Net Loss in Q3 2010

INTELLIGENT COMMUNICATION: Posts $1.7 Million Net Loss in Q3 2010
INTELSAT S.A.: Anita Beier Resigns as Senior Vice President
JAIME GONZALEZ: Asks for OK to Use JP Morgan's Cash Collateral
JAMES WESLOW: Case Summary & 9 Largest Unsecured Creditors
JERRY HARMON: Case Summary & 20 Largest Unsecured Creditors

JIMMY MORRIS: Bankr. Court Rejects Appeals as Late-Filed
JOSE ESPINAL: Case Summary & 20 Largest Unsecured Creditors
KELLY SAMPLE: Case Summary & 15 Largest Unsecured Creditors
LAKE COUNTY GRAPEVINE: Former Partner Fails to Dismiss Case
LEONARDO PORTELA-TORRES: Case Summary & Creditors List

L. J. DUDLEY: Voluntary Chapter 11 Case Summary
LOWER BUCKS: Jan. 7 Hearing on Jurisdiction Issue in BoNY Suit
MAJESTIC STAR: Plan Proposal Exclusivity Extended to Jan. 15
MARGARET FLANIGAN: Case Summary & 18 Largest Unsecured Creditors
MESA AIR: Wants Plan Solicitation Exclusivity Until May 2

MESA AIR: To Abandon Commerce Drive, S.C., Hangar
METAMORPHIX INC: Organizational Meeting to Form Panel on Dec. 8
MICHAEL BLAU: Case Summary & 16 Largest Unsecured Creditors
MID-STATES EXPRESS: Hartmanns Liable to FFCI Obligations
MIDWEST BANC: Creditors Committee Down to Four Members

MMI GENOMICS: Organizational Meeting to Form Panel on Dec. 8
MPG TRUST: Grants New CEO 600,000 Shares of Restricted Stock
NEVLINA FUNDING: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: To Sell China JV Assets to Ericsson for $50MM
NYC OFF-TRACK: Defers Plan Process to Wait for Legislation

ODYSSEY PROPERTIES: Wants Until January 31 to Propose Plan
ODYSSEY PROPERTIES: Hearing on DIP Loan Continued Until Dec. 16
OMNICARE INC: Moody's Assigns 'Ba3' Rating on Bond Offering
PALM HARBOR: Taps BMC Group as Claims, Noticing & Balloting Agent
PALM HARBOR: Taps Locke Lord as Bankruptcy Counsel

PALM HARBOR: Wants to Hire Raymond James as Investment Banker
PALM HARBOR: Organizational Meeting to Form Panel on Dec. 13
PAUL PANELLI: Case Summary & 20 Largest Unsecured Creditors
PERFORMANCE FOOD: S&P Withdraws 'CCC+' Rating on Senior Notes
PROPERTY DATA: Moody's Assigns 'B2' Corporate Family Rating

PROPERTY DATA: S&P Assigns 'B' Long-Term Corporate Credit Rating
REALOGY CORP: Exchange Offer Cues S&P's Rating Cut to 'D'
REALOGY CORPORATION: Moody's Sees Notes Exchange as "Distressed"
RICHARD PEACOCK: Wants Access to Coconut Grove's Cash Collateral
RICHARD PEACOCK: Taps Shraiberg Ferrera as Bankruptcy Counsel

RICHARD PEACOCK: U.S. Trustee Unable to Form Creditors Panel
RICHARD PEACOCK: Files Schedules of Assets and Liabilities
RICHARD PLANT, JR.: Case Summary & 10 Largest Unsecured Creditors
RICHARD RALPH: Section 341(a) Meeting Scheduled for Dec. 28
ROBERT ROOD: Md. Dist. Ct. Rejects Appeal on Chapter 7 Conversion

ROCK US: Wins Confirmation for Madison Ave. Building Sale
ROSEMARIE BREAULT: Case Summary & 6 Largest Unsecured Creditors
SAGECREST HOLDINGS: Trial in Art Capital Suits to Begin Dec. 7
SAINT VINCENTS: Hiring CB Richard Ellis to Arrange Sale
SALINAS INVESTMENT: Plan Proposal Period Expires December 7

SEAGATE TECHNOLOGY: Fitch Changes Restricted Payment Capacity
SMILE BRANDS: Moody's Assigns 'B2' Corporate Family Rating
SOLAR THIN: Reports $618,300 Net Income in September 30 Quarter
SMURFIT-STONE CONTAINER: Employees Consolidate ERISA Actions
STEPHANIE REAM: Files Schedules of Assets and Liabilities

STILLWATER MINING: Marathon Obtains Court Approval of Acquisition
SUNQUEST INFORMATION: S&P Downgrades Corp. Credit Rating to 'B'
SUNSHINE HOLDING: Case Summary & 20 Largest Unsecured Creditors
SUREFIL LLC: Judge Converts Chapter 11 Case to Chapter 7
SUSTAINABLE ENVIRONMENTAL: Posts $499,700 Loss in Fiscal 2nd Qtr.

TRANSDIGM GROUP: Fitch Cuts Ratings on Senior Notes to 'B-/RR5'
TRANSDIGM INC: Moody's Affirms 'B1' Corporate Family Rating
TRANSTAR HOLDING: S&P Assigns 'B+' Corporate Credit Rating
TRL INC: 3rd Circuit Affirms Dismissal of Donnelly Suit
TUSCAN SUN RISTORANTE: E.D.N.Y. Court Converts Case to Chapter 7

UNITED COMPONENTS: S&P Puts 'B' Rating on CreditWatch Developing
UNIVERSITY SHOPPES: Summit Hotel Wins Auction for Assets
USA COMMERCIAL: Nevada Dist. Ct. Rules on Motions in Limine
VIVAKOR INC: Posts $250,500 Net Loss in September 30 Quarter
VONAGE HOLDINGS: S&P Raises Rating on $200 Mil. Loan to 'BB'

VU1 CORPORATION: Posts $3.8 Million Net Loss in Q3 2010
WORKFLOW MANAGEMENT: Has December 10 Deadline for Plan Filing
ZOO-KONCEPTS, LLC: Case Summary & 20 Largest Unsecured Creditors
ZUFFA LLC: Moody's Gives Positive Outlook; Retains 'Ba3' Rating

* Moody's: Junk Debt Maturing Sooner Than Stated Dates

* BOOK REVIEW: Health Plan - The Practical Solution to the Soaring
               Cost of Medical Care

                            *********

17TH ST. AUTO: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 17th St. Auto Care Center, Inc.
          dba Wally's Auto Care Center
        1608 Midway
        Idaho Falls, ID 83406

Bankruptcy Case No.: 10-42127

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Robert J. Maynes, Esq.
                  P.O. Box 3005
                  Idaho Falls, ID 83403-3005
                  Tel: (208) 552-6442
                  E-mail: mayneslaw@hotmail.com

Estimated Assets: $50,001 to $100,000

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-42127.pdf

The petition was signed by Wally Stewart, president.


ACADEMY HOTEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Academy Hotel, LLLP
        8110 North Academy Boulevard
        Colorado Springs, CO 80920

Bankruptcy Case No.: 10-40134

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-40134.pdf

The petition was signed by E.D. Wilkins, general partner.


ADINO ENERGY: Posts $162,900 Net Loss in September 30 Quarter
-------------------------------------------------------------
Adino Energy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $162,913 on $389,019 of revenue for the
three months ended September 30, 2010, compared with net income of
$109,023 on $533,998 of revenue for the same period of 2009.

As of September 30, 2010, the Company has a working capital
deficit of $3.34 million and total stockholders' deficit of
$2.36 million.

The Company's balance sheet as of September 30, 2010, showed
$3.82 million in total assets, $6.18 million in total liabilities,
and a stockholders' deficit of $2.36 million.

M&K CPAs, PLLC, in Houston, Tex., expressed substantial doubt
about Adino Energy Corporation'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 and maintains a working capital deficit.

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

               http://researcharchives.com/t/s?704e

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


AMC ENTERTAINMENT: S&P Assigns 'CCC+' Rating on $600 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the newly
proposed debt of Kansas City, Mo.-based movie exhibitor super-
holding company AMC Entertainment Holdings Inc.'s operating
subsidiary, AMC Entertainment Inc.  S&P assigned the company's
proposed $600 million senior subordinated notes due 2020 an issue-
level rating of 'CCC+' (two notches lower than the 'B' corporate
credit rating on AMC Entertainment Holdings).  The recovery rating
on this debt is '6', indicating S&P's expectation of negligible
(0% to 10%) recovery for noteholders in the event of a payment
default.  The company plans to use proceeds of the notes to retire
subsidiary holding company Marquee Holdings Inc.'s 12% notes due
2014 and operating subsidiary AMC Entertainment Inc.'s 11% senior
subordinated notes due 2016.

S&P's corporate credit rating on AMC is 'B' and the rating outlook
is stable.  Standard & Poor's rates AMC Entertainment Holdings on
a consolidated basis with holding company subsidiary Marquee
Holdings Inc. (B/Stable/--) and operating subsidiary AMC
Entertainment Inc. (B/Stable/--).  The 'B' corporate credit rating
reflects S&P's expectations that the company will continue to have
a high tolerance for financial risk, that leverage will remain
high, and that the company's EBITDA margin will remain lower than
peers'.  The EBITDA margin is in the low- to mid-teens area
because of high fixed costs and a heavy reliance on lease
financing in major urban markets.

                           Ratings List

                 AMC Entertainment Holdings Inc.
                     AMC Entertainment Inc.
                      Marquee Holdings Inc.

        Corporate Credit Rating              B/Stable/--

                           New Rating

                      AMC Entertainment Inc.

            $600M sr sub nts due 2020            CCC+
              Recovery Rating                    6


AMC ENTERTAINMENT: Moody's Rates $600 Mil. Senior Notes at 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service rated AMC Entertainment, Inc.'s new
$600 million senior subordinated notes Caa1.  Together with cash
on hand, the proceeds will be used to retire approximately
$566 million of existing obligations (plus fees and expenses):
AMC's Caa1-rated $325 million 11% notes and Marquee Holdings,
Inc.'s Caa1-rated $241 million 12% notes (AMC is a wholly-owned
subsidiary of Marquee Holdings, Inc.).  AMC also plans to amend
and extend the whole or a considerable part of its Ba2-rated term
loan due 2013; plans call for an extension.  The company also
plans to replace its Ba2-rated revolving credit facility with a
new five year facility.  With no material change in the
consolidated debt level, the transaction is credit neutral and
there is no change to the B2 corporate family and probability of
default ratings which reside at Marquee.  Similarly, Marquee's
speculative grade liquidity rating remains unchanged at SGL-1 and
the rating outlook remains stable.  As well, with no material
change in the stratification of the consolidated debt structure,
the new instruments are rated at the same level as the instruments
they replace.

This summarizes the corporate family's ratings and the rating
actions:

Assignments:

Issuer: AMC Entertainment, Inc.

  -- Senior Secured Amended and Extended Bank Credit Facility,
     Assigned Ba2 (LGD1, 9%)

  -- Senior Subordinated Regular Bond/Debenture, Assigned Caa1
     (LGD5, 80%)

Ratings and Outlook Actions:

Issuer: Marquee Holdings, Inc.

  -- Probability of Default Rating, Unchanged at B2
  -- Corporate Family Rating, Unchanged at B2
  -- Speculative Grade Liquidity Rating, Unchanged at SGL-1

Issuer: AMC Entertainment, Inc.

  -- Senior Secured Bank Credit Facility, Unchanged at Ba2 (LGD1,
     9%)

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at B1
     (LGD3, 36%)

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at Caa1
     (LGD5, 77%)

Moody's most recent rating action concerning Marquee was taken on
April 22, 2010, at which time Moody's affirmed Marquee's ratings.

Marquee's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such
as i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure
and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term,
and iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Marquee's core industry and Marquee's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Kansas City, Missouri, Marquee is an investment
holding company that, through AMC Entertainment, Inc., owns and
operates 299 theatres and 4,528 screens, 99% of which are located
in the United States and Canada.  Marquee is indirectly owned
through AMC Entertainment Holdings, Inc. by a private equity
consortium comprised of: J.P. Morgan Partners, LLC, Apollo
Management, L.P. and certain related investment funds and
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors.


AMERICAN HOME: N.D. Ga. Court Halts Zeimba Foreclosure
------------------------------------------------------
David Ziemba obtained a refinance loan from and executed a
security deed and promissory note to Homebanc Mortgage Corporation
on March 2, 2007, for a residential property located at 3378 Misty
Valley Road, in Decatur, Georgia.  On August 7, 2007, HomeBanc
Mortgage filed for Chapter 11 bankruptcy protection.  On July 17,
2010, American Home Mortgage Servicing, Inc., Security
Connections, Inc., and McCurdy & Candler, LLC recorded in the
property records of DeKalb County, Georgia a "Corporate
Assignment" purporting to assign Homebanc's interest in the
subject property to American Home.

On July 30, 2010, the Defendants commenced foreclosure proceedings
and provided the Plaintiff a Notice of Default and Notice of Sale
under Power.  The Plaintiff sued for injunctive relief to prevent
the Defendants from further proceeding with the foreclosure
auction until the suit is resolved.

In this regard, the Hon. Richard W. Story granted Mr. Ziemba's
Motion for Preliminary Injunction.  Upon payment by the Plaintiff
of $23,648 into the registry of the Court, the Defendants are
enjoined from proceeding with foreclosure on the property until
further Court order.  The Plaintiff's Motion to remand the suit to
state court is denied.

The case is David A. Ziemba, v. American Home Mortgage Servicing,
Inc., Option One Corporation, HomeBanc Mortgage Corporation,
Security Connections, Inc., McCurdy & Candler, LLC, Does 1-10,
10-cv-02781 (N.D. Ga.).  A copy of Judge Story's November 15, 2010
Order is available at http://is.gd/i5trdfrom Leagle.com.

                         About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- was a mortgage banking company
focused  on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor, was selected by the Debtors to represent them
in these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5.1 billion and total liabilities of
$4.9 billion.

HomeBanc filed a joint consolidated liquidating plan and
accompanying disclosure statement, dated April 30, 2008, but
failed to obtain confirmation of that plan.  HomeBanc subsequently
moved for conversion of its cases to Chapter 7, which was granted
by the Court, effective February 24, 2009.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP, represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.


AMERICAN INT'L: Sells $2 Billion Sr. Unsecured Notes in 2 Parts
---------------------------------------------------------------
American International Group, Inc., late on Tuesday sold $2
billion of senior unsecured notes, according to a December 1
report by IFR, a Thomson Reuters service.

AIG filed with the Securities and Exchange Commission a free
writing prospectus on December 1 for the issuance of

   (a) $500,000,000 of 3.650% senior unsecured fixed rate notes
       due 2014.  The notes were priced to the public at 99.969%
       of principal amount.
       See http://ResearchArchives.com/t/s?703f

    (b) $1,500,000,000 of 6.400% senior unsecured fixed rate notes
        due 2020.  The notes were priced to the public at 99.741%
        of principal amount.
        See http://ResearchArchives.com/t/s?7040

The book-running managers for the offerings were Morgan Stanley,
Barclays, Bank of America Merrill Lynch, and Citigroup.

AIG first filed a preliminary prospectus on the offerings on
November 30.

                             About AIG

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

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN MEDIA: Files Chapter 11 Reorganization Plan Summary
------------------------------------------------------------
American Media, Inc. and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York a
summary of their Joint Prepackaged Plan of Reorganization on
November 22, 2010.

The Plan sets forth the Debtors' post-Effective Date capital
structure and the distribution that each Class of the Debtors'
creditors is to receive under the Plan.  Specifically, upon the
Effective Date:

  (a) holders of Term Facility Claims will receive their pro
      rata share of the following in an aggregate amount equal
      to the Allowed amount of all Term Facility Claims: (i)
      cash, in an amount to be determined by the Debtors but in
      any event no less than 70% of the amount of all Allowed
      Term Facility Claims; and (ii) New Second Lien Notes;
      provided however, that the aggregate amount of New Second
      Lien Notes distributed to Term Facility Lenders will not
      be greater than the Backstop Commitment; provided further,
      however, that notwithstanding the foregoing, and for the
      avoidance of doubt, the unpaid reasonable and documented
      out-of-pocket fees and expenses of the Administrative
      Agent through and including the Effective Date will be
      paid in full, in cash to the Administrative Agent.  In
      addition, and pursuant to the Plan, each holder of a Term
      Facility Claim will have the right to require the Backstop
      Parties to purchase from that holder, on the Effective
      Date, its pro rata share of the New Second Lien Notes
      which it receives pursuant to the Plan for the face amount
      of that holder's New Second Lien Notes, which face amount
      that holder will receive in cash;

  (b) holders of Allowed Revolver Claims will receive payment in
      full, in cash;

  (c) holders of Allowed Subordinated Notes Claims will receive
      98% of the New Common Stock, subject to dilution for the
      Equity Incentive Plan;

  (d) holders of Allowed PIK Notes Claims will receive, at the
      Debtors' option, but with the Committee's consent, (i)
      New Second Lien Notes, (ii) New PIK Notes, if any, (iii)
      New Preferred Stock, if any, or (iv) a combination of the
      foregoing;

  (e) holders of Allowed 2011 Notes Claims will receive
      approximately 2% of the New Common Stock, subject to
      dilution for the Equity Incentive Plan;

  (f) holders of Allowed General Unsecured Claims will be
      unimpaired; and

  (g) Interests in AMI, including warrants, will be cancelled.

This summarizes the treatment provided by the Plan to each class
of claims and interests and indicates the acceptance or rejection
of the Plan by each class entitled to vote:

                                                    Estimated
Class  Designation                      Impairment  Recovery
-----  -----------                      ----------  ---------
  1    Priority Non-Tax Claims          Unimpaired     100%
  2    Term Facility Claims             Impaired       100%
  3    Revolver Claims                  Unimpaired     100%
  4    Other Secured Claims             Unimpaired     100%
  5    PIK Notes Claims                 Impaired       100%
  6    Subordinated Notes Claims        Impaired      53.5%
  7    2011 Notes Claims                Impaired      53.5%
  8    General Unsecured Claims         Unimpaired     100%
  9    Intercompany Claims              Impaired        N/A
10    Interests in AMI                 Impaired         0%

A full-text copy of the Plan Summary is available for free
at http://bankrupt.com/misc/AMI_PlanSummary.pdf

                       Plan Supplements

The Debtors delivered to the Court Plan Financing Supplement to
their Joint Prepackaged Plan of Reorganization under Chapter 11 of
the Bankruptcy Code.  The Plan Financing Supplement Documents
include the indicative terms of the New First Lien Notes and
indicative terms of a New Second Lien Notes, copies of which are
available for free at:

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

                      About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

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


AMERICAN MEDIA: Wins Nod to Assume Restructuring Support Agreement
------------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized American Media Inc. and its debtor
affiliates to assume the Restructuring Support Agreement they
negotiated with the RSA Parties composed of:

    (i) an ad hoc committee of holders of certain of the
        Debtors' prepetition unsecured note issuances;

   (ii) certain lenders under the term facility pursuant to a
        Credit Agreement dated as of January 30, 2006, as
        amended and restated as of December 31, 2008, and which
        became effective on January 30, 2009, and as may be
        further amended from time to time, among American
        Media, Inc., American Media Operations, Inc., and
        JPMorgan Chase Bank, N.A., as administrative agent; and

  (iii) certain lenders under the revolving facility pursuant to
        the 2009 Credit Agreement.

The Court held that notwithstanding the Debtors' assumption of the
RSA, the RSA Parties' and the Debtors' remedy for breach of the
RSA will be limited to specific performance.  No entity other than
the RSA Parties and the Debtors will have any right to seek or
enforce specific performance of the RSA, the judge ruled.

The RSA Parties collectively hold at least 70% of the Term
Facility, approximately 77.6% of the unsecured 14% senior
subordinated notes due 2013, and approximately 89% of the
unsecured 9% senior PIK notes due 2013.

In September 2010, the Debtors began discussions with certain of
their major creditors regarding a restructuring and repayment of
their outstanding debt obligations.  Ultimately, as a result of
extensive, arm's-length negotiations, the Debtors were able to
reach an agreement on the terms of a comprehensive balance sheet
restructuring with the RSA Parties.

The RSA contemplates that a restructuring would be implemented
through a "prepackaged" bankruptcy and the commencement of the
Debtors' Chapter 11 cases.  The RSA Parties committed to support
the Plan, at the appropriate time and consistent with applicable
law.  Accordingly, the RSA Parties' support for the Plan was
instrumental in obtaining acceptance of the Plan prior to the
Petition Date, the Debtors aver.

The Debtors assert that the restructuring contemplated by the RSA
and embodied in the Plan provides them with a clear exit strategy
for their Chapter 11 cases, and provides for a comprehensive
balance sheet restructuring that will improve their financial
position and enable them to maximize their enterprise value going
forward.

In general, the Plan would, among other things, (i) reduce the
Debtors' outstanding indebtedness and interest expense, (ii)
improve the Debtors' capital structure, (iii) better position the
Debtors to enter into value-enhancing and strategic transactions,
(iv) enhance the Debtors' enterprise value in excess of the
principal amount of their debt, (v) provide suppliers, customers
and employees with more confidence in the Debtors, (vi) enable the
Debtors to capitalize on available opportunities to expand their
publishing services business, and (vii) mitigate the Debtors'
refinancing risks.

While the Debtors believe that the Plan represents the best
opportunity to maximize the value of their estates, they further
negotiated for, and the RSA contains, "fiduciary out" provisions
that will enable them to fully comply with their fiduciary duties.
Specifically, the Debtors negotiated that nothing in the RSA will
require the American Media Parties, their affiliated entities, or
any of their directors or officers to take any action inconsistent
with, or to refrain from taking any action consistent with, its or
their fiduciary obligations under applicable law.

                      About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

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


AMERICAN MEDIA: Wins Approval to Sign New Financing Deals
---------------------------------------------------------
American Media Inc. and its units received the Bankruptcy Court's
authority to assume or enter into, as applicable, certain
agreements related to a new financing and a backstop commitment.

The Agreements refer to:

    * an engagement letter related to notes offerings that will
      enable the Debtors to fund $385 million of New First Lien
      Financing and up to approximately $140 million of New
      Second Lien Financing;

    * a commitment letter related to an approximately $40
      million New Revolver Facility;

    * a backstop agreement pursuant to which Avenue Capital
      Management II, L.P. and Angelo, Gordon & Co., L.P., as
      backstop parties, have committed to purchase any New
      Second Lien Notes distributed to holders of Term Facility
      Claims under the Plan;

    * certain escrow agreements related to the New First Lien
      Financing and the New Second Lien Financing, if
      necessary; and

    * certain fee agreements related to the New Revolver
      Facility and the Notes Offerings.

Contemporaneously with negotiating the Restructuring Support
Agreement, the Debtors also entered into negotiations with various
financial institutions with respect to the terms of new financing
they would require to consummate their restructuring and fund
ongoing working capital needs.

In connection with those negotiations, the Debtors contacted five
banks and sought proposals for $525 million in new first lien
financing to refinance their total outstanding indebtedness under
the 2009 Credit Agreement.  However, none of the banks contacted
were able to generate enough market interest to fund a facility of
the requested magnitude, Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, relates.

The Debtors, faced with the reality that they would not be able to
raise more than $385 million in first lien financing and would
thus be unable to pay all of their prepetition secured lenders in
full and in cash, entered into discussion with certain of their
bondholders with respect to the terms of potential second lien
financing.  As a result of those discussions, the Debtors and
those bondholders negotiated a backstop agreement that would
provide holders of Term Facility claims with a mechanism, should
they wish, to receive payment in full and in cash of their claims
under a plan of reorganization.

The Debtors ultimately realized that they could not secure a
commitment from the banks to place the new second lien financing
and thus, executed the Backstop Agreement to ensure the successful
consummation of the consensual restructuring described under the
Plan of Reorganization.

Indeed, without the agreement of the Backstop Parties, the Debtors
would likely have been unable to propose a plan of reorganization
acceptable to the prepetition secured lenders, Mr. Dizengoff tells
the Court.

                         New Financing

Prior to the Petition Date, the Debtors engaged in a first and
second lien notes offering to raise the New First Lien Financing
and the New Second Lien Financing.  In order to facilitate the
closing of the First Lien Notes Offering and, to the extent
applicable, the Second Lien Notes Offering, the Debtors
established a new non-Debtor Delaware company -- "New LLC" -- and
AMO Escrow Corporation, a subsidiary of New LLC that is also a
non-Debtor Delaware company.  AMO is referred to as the "Escrow
Issuer."

On November 16, 2010, the Escrow Issuer entered into a purchase
agreement related to the pricing of the New First Lien Notes, but
due to market conditions was unable to price the New Second Lien
Notes.  Mr. Dizengoff says that, subject to the Court's approval,
the New First Lien Notes Offering will close into escrow into the
Escrow Issuer after the Petition Date.  To the extent market
conditions permit in the future, the Escrow Issuer may market to
interested investors and price a portion of the New Second Lien
Notes after the Petition Date.

The cash proceeds of the New First Lien Notes and the New Second
Lien Notes, to the extent sold prior to confirmation of the Plan,
will be held in escrow until certain conditions are satisfied,
including confirmation and effectiveness of the Plan.  If the
Release Conditions are satisfied, the Escrow Issuer will merge
into reorganized Debtor American Media Operations, Inc., with
Reorganized AMO as the surviving entity, and the Cash Proceeds
will be released to Reorganized AMO.  In that case, the New First
Lien Notes and the New Second Lien Notes, to the extent sold prior
to confirmation of the Plan, will be assumed by, and thus will
become, obligations of Reorganized AMO.

During the escrow period, the New First Lien Notes and the New
Second Lien Notes will be secured by a lien on the Cash Proceeds
and all other assets held by the Escrow Issuer, if any.  The Cash
Proceeds and assets held by the Escrow Issuer, whether or not in
the escrow, will not constitute property of the Debtors' estates.
Conversely, the Debtors will have no obligations under the New
First Lien Notes or the New Second Lien Notes, other than the fee,
expense reimbursement, interest and indemnity obligations.

In the event that the Release Conditions are not satisfied, the
New First Lien Notes and the New Second Lien Notes will be subject
to a special mandatory redemption at a price for each series of
notes that is equal to 100% of the issue price of those notes,
plus accrued and unpaid interest from the issue date up to, but
not including, the date of redemption.

In connection with the Notes Offerings, the Debtors entered into
the Engagement Letter, which is on an uncommitted basis, with
certain financial institutions to be lead underwriters, initial
purchasers, and placement agents.

The Debtors also ask the Court to determine that New LLC and the
Escrow Issuer are non-Debtor entities, and that any proceeds from
the Notes Offerings or other assets they have will not be property
of the Debtors' estates and will not be consolidated with the
Debtors' assets or estates.

                    New Revolver Facility

In addition to the New First Lien Financing and the New Second
Lien Financing, the Debtors intend to enter into the New Revolver
Facility.

Proceeds of the New Revolver Facility will be used for the
Debtors' working capital and other corporate purposes, including,
without limitation, effecting permitted acquisitions and
investments.

The principal terms of the New Revolver Facility are set forth in
the commitment letter among the Debtors and certain financial
institutions.

The Debtors will not enter into the New Revolver Facility until
the effective date of the Plan, and no borrowing will occur under
the New Revolver Facility until that time.

Mr. Dizengoff clarifies that at this time, the Debtors do not seek
approval to incur borrowing obligations associated with the New
Revolver Facility.  The Debtors only seek authority only to assume
the Commitment Letter and the New Revolver Fee Letter.

                       BackStop Agreement

The Plan provides that holders of Term Facility Claims will
receive their pro rata share of the following in an aggregate
amount equal to the allowed amount of all Term Facility Claims:
(i) cash, in an amount to be determined by the Debtors but in any
event no less than 70% of the amount of all allowed Term Facility
Claims; and (ii) New Second Lien Notes.  However, the aggregate
amount of New Second Lien Notes distributed to holders of Term
Facility Claims will not be greater than the Backstop Commitment.
In addition, pursuant to the terms of the Plan, holders of allowed
Term Facility Claims will have the option to put any New Second
Lien Notes they receive pursuant to the Plan to the Backstop
Parties.  The Put Right and the commitment of the Backstop Parties
to purchase the New Second Lien Notes are integral components of
the Plan, Mr. Dizengoff points out.

In order to facilitate confirmation of the Plan, the Debtors and
the Backstop Parties have entered into a backstop commitment
letter dated as of October 30, 2010.  Holders of allowed Term
Facility Claims may elect to have the Backstop Parties purchase
their pro rata share of the New Second Lien Notes received under
the Plan for the face amount of such New Second Lien Notes, which
face amount will be paid to those holders in cash.

Pursuant to the Backstop Agreement and in accordance with the
terms of the Plan, the Backstop Parties have, severally and not
jointly, committed to purchase their allocable share of any New
Second Lien Notes that would otherwise be distributed to the
holders of the allowed Term Facility Claims under the Plan.

The Backstop Parties will consummate the purchase of the New
Second Lien Notes on the effective date of the Plan.

                  Payment of Fees and Expenses

The Debtors also seek the Court's authority to assume obligations
for, or to pay, certain fees, expenses and indemnifications as is
reasonable and customary for transactions in the nature of the
Notes Offering.

In order to pay the fees, interest and other amounts associated
with the New First Lien and Second Lien Financings, to the extent
that the New Second Lien Notes are sold prior to confirmation of
the Plan, the Debtors intend to transfer up to $15 million into
escrow.

In connection with the Commitment Letter, the Debtors entered into
a related letter agreement to pay certain fees and expenses to the
Initial Lenders.

Pursuant to the Backstop Agreement, the Debtors have agreed to pay
these fees and expenses to the Backstop Parties:

  * Initial Shares: On the effective date of the Plan, each
    Backstop Party will be entitled to a fully earned and
    non-refundable fee payable in fully-paid and non-assessable
    shares of the common stock of reorganized AMI to be issued
    on the effective date of the Plan,  representing its
    allocable share of 5% of the New Common Stock to be issued
    and outstanding on the effective date of the Plan, including
    after the issuance of the New Common Stock to the Backstop
    Parties on account of their Subordinated Notes holdings and
    without dilution in respect of the Additional Shares.  If
    the Backstop Parties are not required to fund any portion of
    the New Second Lien Financing, then the Backstop Percentage
    Interest will be reduced to 3.5%.

  * Additional Shares: In addition, on the effective date of the
    Plan, each Backstop Party will be entitled to additional
    fully-paid and non-assessable shares of New Common Stock as
    are required so that its Initial Percentage Ownership will
    not be diluted by the issuance of the Initial Shares.

  * Cash Payment: On the effective date of the Plan, each
    Backstop Party will be entitled to a fee payable in cash
    equal to 5% of the aggregate face amount of the New Second
    Lien Financing issued or put such Backstop Party pursuant to
    the Backstop Agreement and the Plan.

  * Expenses: The Debtors have agreed to pay, on an ongoing
    basis, the fees, costs and expenses of each Backstop Party,
    including, without limitation, the reasonable and documented
    fees and expenses of counsel.

  * Indemnification: The Debtors have agreed to indemnify and
    hold harmless each Backstop Party and each of its affiliates
    and all their officers, directors, partners, trustees,
    employees, shareholders, advisors, agents, representatives,
    attorneys and controlling persons and each of their heirs,
    successors and assigns.

The Debtors also ask the Court to determine that any amounts they
are obligated to pay under the financing deals be entitled to
priority treatment as administrative expenses.  The Debtors
maintain that without the payment of the relevant fees and escrow
expenses, they would be unable to secure the New Financing and
failure to obtain the New Financing would jeopardize their ability
to confirm the Plan and preserve the value of their businesses for
the benefit of all parties-in-interest.

                           *     *     *

Judge Glenn authorized the Debtors to assume or enter into the New
Financing and Backstop Agreements.  The New Financing includes a
$385 million in first-lien debt, a $140 million second-lien debt
and a $40 million revolving credit facility.

Judge Glenn authorized the Debtors to incur and pay all of their
fees and other obligations related to the New Financing and
Backstop Agreements, including the fee letters concerning the
indenture trustees, the collateral agents and the escrow agents
with respect to the New First Lien Notes and the New Second Lien
Notes.

The judge held that the Debtors' obligations under the New
Financing and Backstop Agreements are actual, necessary costs and
expenses of preserving their estates and will be treated as
allowed administrative expenses under Section 503(b)(1) and 507 of
the Bankruptcy Code and may be paid without further order of the
Court.

Pursuant to the Court's order, the Debtors are authorized to
transfer up to $15 million into escrow or to the Escrow Issuer to
pay fees, including fees payable to the indenture trustees, the
collateral agents and the escrow agents with respect to the New
First Lien Notes and the New Second Lien Notes, interest and other
amounts associated with (i) the New First Lien Financing; and (ii)
the New Second Lien Financing.

Before the entry of the Order, Zul Jamal, senior vice president at
Moelis & Company LLC, filed with the Court a declaration in
support of the Motion.  Mr. Jamal believes that the Debtors would
face significant risk in obtaining New First Lien Financing on
similar or better terms than those already obtained if the Motion
were denied.  In addition, if the Motion were denied, Mr. Jamal
believes there would be a significant risk that the Backstop
Parties may not agree to purchase the New Second Lien Financing on
the terms they are presently being offered or that the Debtors
would be unable to obtain New Second Lien Financing on any terms.
The occurrence of any of these events would put consummation of
the Debtors' restructuring at risk.

In a separate order, the Court authorized the Debtors to file the
Fee Letters under seal.  The Debtors relate that they have now
reached an agreement with the Office of the U.S. Trustee with
respect to the filing of a redacted version of the Fee Letters.
Accordingly, the Debtors are no longer seeking authority to file
Fee Letters under seal in their entirety.

The Debtors delivered to the Court, on November 22, 2010, a
redacted version of a New Notes Offering Fee Letter, a copy of
which is available for free at:

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

                      About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

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


AMERICAN MEDIA: Gets Interim OK to Use $25-Mil. of Cash Collateral
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn authorized American Media Inc. and
its units to use up to $25,000,000 cash collateral of JPMorgan
Chase Bank, N.A. -- as administrative agent -- and the Prepetition
Lenders, on an interim basis.

The Court found that the Debtors do not have sufficient available
sources of working capital and financing to operate their
businesses or to maintain their property without the use of Cash
Collateral.  According to Judge Glenn, the ability of the Debtors
to finance their operations requires the use of Cash Collateral,
absent which immediate and irreparable harm will result to the
Debtors, their estates and creditors, and the possibility for
successful Chapter 11 cases.

JPMorgan is entitled to receive adequate protection to the extent
of any diminution in value of its interests in the Prepetition
Collateral pursuant to Sections 361, 362 and 363 of the Bankruptcy
Code.

The Debtors are authorized to use Cash Collateral from the
Petition Date through the date which is the earlier to occur of:
(i) the expiration of the remedies notice period; or (ii) February
17, 2011.  Remedies Notice Period is five business days after
JPMorgan declares a termination, reduction or restriction of the
ability of the Debtors to use any cash Collateral.

During the Specified Period, Cash Collateral may be:

  (a) used in the ordinary course of business for working
      capital and general corporate purposes;

  (b) used for the payment of professional fees and other fees
      and expenses, in each case, to the extent of the Carve
      Out;

  (c) used to make Adequate Protection Payments;

  (d) used for the payment of expenses not incurred in the
      ordinary course of business, in an aggregate amount not
      not exceed $5,000,000; and

  (e) transferred to the Escrow Issuer for the payment of fees,
      interest and other amounts relating to the escrow of
      proceeds from the offering of New First Lien Notes and New
      Second Lien Notes to the extent that transfer is approved
      by the Bankruptcy Court, in the aggregate amount during
      the Specified Period not to exceed $15,000,000.

Carve Out means the (i) unpaid fees of the Clerk of the Bankruptcy
Court and the U.S. Trustee, (ii) reasonable and documented unpaid
fees and expenses of professional persons retained by the Debtors
or any Statutory Committee, (iii) reasonable and documented unpaid
Professional Fees, in an aggregate amount not to exceed
$1,000,000, of Professionals incurred subsequent to delivery of a
Carve Out Trigger Notice, and (iv) in the event of a conversion of
the cases to cases under Chapter 7 of the Bankruptcy Code, the
payment of fees and expenses incurred by a trustee and any
professional retained by that trustee, in an aggregate amount not
to exceed $100,000 under Section 726(b) of the Bankruptcy Code.

A full-text copy of the Interim Cash Collateral Order is available
for free at:

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

The hearing to consider final approval of the Motion is scheduled
for December 6, 2010.  Objection deadline is November 29.

                      About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

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


ARNA VODENOS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Arna Susan Vodenos
        17945 Tulsa Street
        Granada Hills, CA 91344

Bankruptcy Case No.: 10-25103

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

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

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

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

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


ARVINMERITOR INC: Posts $26 Million Net Income in Fiscal 2010
-------------------------------------------------------------
ArvinMeritor, Inc., has filed its annual report on Form 10-K,
reporting net income of $26,000,000 for the fiscal year ended
September 30, 2010, compared with a net loss of $1,176,000,000 in
the prior year.

Excluding net income attributable to controlling interests,
ArvinMeritor's net income is $12,000,000 for fiscal 2010, compared
with a net loss of $1,188,000,000 in fiscal 2009.

Total sales were $3,590,000,000 in fiscal 2010, compared with
$3,075,000,000 in fiscal 2009.

The balance sheet at September 30, 2010, showed $2,879,000,000 in
assets, $3,902,000,000 in liabilities and a $1,023,000,000
shareholders' deficiency.  Stockholders' deficit was $909.0
million at June 30, 2010.

A copy of the annual report filed with the Securities and Exchange
Commission is available for free at:

               http://ResearchArchives.com/t/s?703e

                        About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

ArvinMeritor has 'B3' corporate family and probability of default
ratings from Moody's Investors Service.  In July 2010, when
Moody's raised the ratings to 'B3' from 'Caa1', it noted that
about 52% of the company's fiscal 2010 revenues to date are from
North America, where demand is expected to strengthen in the
second half of the year.  But with 21% of the Company's revenue
from Europe, a slower pace of economic recovery is expected to
constrain overall growth.  Tight credit markets also may limit
near-term growth in commercial vehicle purchases, Moody's said.


ASSET RESOLUTION: Nevada Dist. Ct. Rules on Motions in Limine
-------------------------------------------------------------
Certain financial institutions and individuals that had lent money
for the purchase of commercial real estate sued Compass USA SPE
LLC in the U.S. District Court for the District of Nevada to
determine their rights and obligations under Loan Servicing
Agreements and for various torts.  The Direct Lenders allege that
they have been damaged by the loss of interest in monies they
would have collected had the loan servicer honored their requests
to accept less than that which was due on certain loans in full
satisfaction of them.

USA Commercial Mortgage Co., was a loan servicing company that
went bankrupt.  Compass purchased USA Commercial's interest in
thousands of Loan Servicing Agreements.  Silar Advisors, LP and
Silar Special Opportunities Fund, LP, financed Compass's purchase,
retaining a security interest in the LSAs.  Silar later assigned
the loan and corresponding security interest in the LSAs to Asset
Resolution LLC, an entity created and owned by Silar for this
purpose.  Asset Resolution eventually foreclosed on the LSAs.

Asset Resolution and Silar intervened in the Direct Lenders' suit.

Asset Resolution LLC -- but not Silar -- filed for Chapter 11
bankruptcy in the United States Bankruptcy Court for the Southern
District of New York on October 14, 2009.  On November 24, 2009,
the Bankruptcy Court for the Southern District of New York granted
a motion for transfer of venue, transferring the bankruptcy action
to the Bankruptcy Court for the District of Nevada.  The Nevada
Court later converted Asset Resolution's bankruptcy to Chapter 7.
William A. Leonard, Jr., was appointed Chapter 7 Trustee.

On November 29, 2010, the Hon. Robert C. Jones of the U.S.
District Court for the District of Nevada ruled on motions in
limine filed by Silar and the Direct Lenders.  A motion in limine
is a procedural device to obtain an early and preliminary ruling
on the admissibility of evidence.

On November 12, Judge Jones ruled on a motion in limine filed by
defendants Compass, Piskun, and Blatt.  Judge Jones also ruled on
Silar's motion to limit the opinions of Plaintiffs' expert witness
Jeremy Aguero.

A copy of the District Court's November 29 order is available at
http://is.gd/i54Ghfrom Leagle.com.

A copy of the District Court's November 12 order is available at
http://is.gd/i55o2from Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.

                      About Asset Resolution

Asset Resolution LLC was formed by Silar Advisors, L.P., to hold
assets that served as collateral for a $67 million loan to Compass
USA SPE LLC, which was used by Compass to acquire the assets of
USA Commercial Mortgage Company in an earlier bankruptcy case
through a sale under Section 363 of the Bankruptcy Code.  Silar
foreclosed on Compass in September 2008 when alleged interference
from former investors in USA Commercial prevented proper
management and sale of the properties.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serveD as counsel to the
Debtors.  In its schedules, Asset Resolution disclosed
$423,498,002 in assets and $22,642,531 in debts.


AVENTINE RENEWABLE: Moody's Assigns 'Caa1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Aventine Renewable Energy
Holdings, Inc.'s a Caa1 Corporate Family Rating and rated its
proposed term loan B due 2015 Caa1.  The proposed term loan will
refinance $155 million of notes and provide approximately
$29 million of cash for general corporate purposes.  A speculative
grade liquidity rating of SGL-4 (poor liquidity) was also
assigned.  These are first time ratings for Aventine since it
emerged from bankruptcy on March 15, 2010.  The outlook remains
stable.  This summarizes the ratings.

Aventine Renewable Energy Holdings, Inc.

Ratings assigned:

* Corporate Family Rating -- Caa1
* Probability of Default Rating -- Caa1
* $200mm Sr sec term loan B due 2015 -- Caa1 (LGD4, 54%)
* Speculative grade liquidity rating - SGL-4

                        Ratings Rationale

Aventine's CFR reflects its modest size ($431 million of revenues
for the twelve months ended September 30, 2010), narrow product
profile with predominately one commodity product (ethanol), poor
liquidity and challenging ethanol industry fundamentals.  The
company currently operates ethanol plants with 202 million gallons
per year (MGPY) of capacity in two locations, is in the process of
completing and starting two new plants that will add 220MGPY of
capacity, and has acquired a small 37MGPY plant that will bring
total capacity to approximately 460MGPY.  The ethanol industry is
supported by a myriad of federal and state legislation that
mandates the use of ethanol and provides economic incentives to
blenders.  However, despite ongoing positive governmental support
(e.g., in 2010, the EPA has supported the use of E15 for model
year 2007 and newer light vehicles) and increasing mandated usage
under the renewable fuels standard, government legislation has not
assured the profitability of producers.  Cash margins have varied
significantly, leaving producers with break-even cash margins at
times, and played a role in many producers filing for bankruptcy
protection in the past.  The ratings also consider industry
conditions including low barriers to entry, ethanol capacity and
excess ethanol usage credits from prior years in excess of
mandated demand, a large sophisticated customer base and the
presence of competitors with substantially greater resources.

The ratings are supported by modest leverage for the rating
category ($0.43 per gallon of capacity), attractive manufacturing
assets such that Aventine believes it is a low cost producer, and
a lower cost structure after restructuring in the bankruptcy
process.  Aventine enjoys new plants with low capital expenditure
requirements, lower operating costs per gallon of ethanol produced
at its wet mill plant, access to amply corn supplies in the areas
surrounding its plants and low transportation costs due to water
access at the Mt. Vernon plant.

The company's SGL-4 speculative grade liquidity rating (poor
liquidity) based on Moody's expectations that it does not
currently have sufficient backup liquidity to cover potential
periods of poor industry margins, fluctuating liquidity needs for
hedging and unforeseen sector circumstances, which industry
participants have faced in the past.  Most of the firm's capital
expenditures for its new plants and the acquisition cost of the
Canton, IL facility will be completed in 2010, but the company
will be required to fund the working capital associated with the
new plants.  Moody's would expect the firm to have at least $100-
$150 million of excess liquidity sources after it has all of its
new facilities operating before Moody's would consider liquidity
adequate.  Liquidity is provided by unrestricted cash balances
($42 million as of September 30, 2010), a $20 million revolving
credit facility due 2013 and expectations for positive cash flows
from operations.  Industry margins have historically varied
significantly and future positive cash flow from operations is
difficult to predict.  The proposed term loan financing will add
approximately $29 million to cash balances and the company had
$19 million of restricted cash (as of September 30, 2010) that
could be partially or wholly released to the company in the
future.  As of September 30, 2010, the $20 million revolver had no
borrowings and $5.5 million of letters of credit, leaving
$9.4 million of availability.  Moody's would expect the revolver
to be increased to support greater working capital and potential
hedging needs as the company grows its capacity.  Additionally,
the company could seek other sources of funds, such as an equity
offering.  However, Moody's liquidity analysis only considers the
company's current sources of liquidity, given the lack of
certainty associated with alternate sources.

The stable outlook reflects Moody's expectations that the firm
will seamlessly startup its new capacity and work to improve its
liquidity.  The industry is supported by favorable government
legislation that can support near-term cash requirements,
expectations for steady operating cash flow from its recent
ethanol capacity addition, and favorable ethanol legislative
environment conditions.  The rating could be upgraded if the
company is successful in starting up its new plants, improves its
liquidity such that it has at least $100-150 million of excess
liquidity and generates positive free cash flow.  A deterioration
in liquidity, further levering of Aventine's balance sheet or
prolonged periods of unattractive operating margins could put
negative pressure on the rating.

Aventine is a producer and marketer in the United States of
ethanol used as a blending component for gasoline.  It produces
ethanol and co-products at its wholly-owned Pekin, IL wet milling
and dry milling plants and its dry milling Aurora, NE plant.  It
is building two new 110MGPY dry mill facilities in Mt Vernon, IL
(to start in Q4 2010) and Aurora, NE (to start in H1 2010), and
purchased a 37MGPY facility in Canton, IL in August 2010.  The
firm emerged from bankruptcy on March 15, 2010.  Revenues for the
twelve months ended September 30, 2010 were approximately
$431 million.


AXCAN INTERMEDIATE: S&P Downgrades Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Axcan
Intermediate Holdings, Inc., the parent of Axcan Pharma Inc. and
Axcan Pharma US, Inc., including the Corporate Family Rating and
Probability of Default Rating to B2 from B1, and various
instrument ratings.  Following these actions, the ratings remain
under review for possible downgrade.

The ratings downgrade follows two recent announcements: (1) that
Axcan has commenced a tender offer to acquire Eurand N.V. for
$583 million; and (2) that the FDA has issued Complete Response
letters for Axcan's Ultrase and Viokase, again delaying the
approval of these products.

Ratings downgraded and placed under review for further downgrade:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- $115 million senior secured revolving credit facility due
     2014 to Ba3 (LGD2, 27%) from Ba2 (LGD2, 27%)

  -- $175 million senior secured term loan A due 2014 to Ba3
     (LGD2, 27%) from Ba2 (LGD2, 27%)

  -- $228 million 9.25% senior secured notes due 2015 to Ba3
     (LGD2, 27%) from Ba2 (LGD2, 27%)

  -- $235 million 12.75% senior unsecured notes due 2016 to Caa1
     (LGD5, 82%) from B3 (LGD5, 82%)

                        Ratings Rationale

The downgrade to B2 from B1 reflects the continuing delay in
attaining FDA approval for Ultrase and Viokase, which Moody's
previously cited as a potential factor leading to a downgrade of
Axcan's ratings.  The downgrade to B2 also reflects the expected
increase in leverage to result from the pending acquisition of
Eurand.  Although full details of the pro forma capital structure
have not been announced, Moody's currently believes Debt/EBITDA
could exceed 5.0x.

The review of Axcan's ratings will focus on: (1) expected benefits
of the Eurand transaction including increased scale, diversity and
market share in the PEP category; (2) key financial metrics
including Debt/EBITDA and cash flow to debt; and (3) the status of
Ultrase and Viokase.

Axcan Pharma Inc., based in Mont St-Hilaire, Quebec, is a
specialty pharmaceutical company concentrating in the field of
gastroenterology with operations in North America and Europe.
Axcan had revenue of approximately US$371 million for the twelve
months ended June 30, 2010.


BALL CORPORATION: Moody's Assigns 'Ba1' Rating to $1.4 Bil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$1.4 billion senior credit facilities of Ball Corporation.
Moody's also affirmed the company's Ba1 corporate family and
probability of default ratings.  The rating outlook remains
stable.  Additional instrument ratings are detailed below.

The new credit facilities will replace the exisiting credit
facilities and include a $1 billion five-year multi-currency
revolving credit facility, a $200 million five-year Tranche A term
loan facility, a GBP55 million five-year Tranche B term loan
facility and a EUR100 million five-year Tranche C Term loan
facility.

Moody's took these rating actions:

  -- Affirmed corporate family rating, Ba1

  -- Affirmed probability of default rating, Ba1

  -- Assigned $1 billion five-year multi-currency revolver, Ba1
     (LGD 4, 54%)

  -- Assigned $200 million five-year Tranche A term loan facility,
     Ba1 (LGD 4, 54%)

  -- Assigned GBP55 million five-year Tranche B term loan
     facility, Ba1 (LGD 4, 54%)

  -- Assigned EUR100 million five-year Tranche C Term loan
     facility, Ba1 (LGD 4, 54%)

  -- Affirmed $715 million multicurrency credit facility due
     October 2011, Ba1 (LGD 4, 54%) ($700 million after
     consideration of the Lehman bankruptcy) (To be withdrawn
     after transaction closes)

  -- Affirmed $35 million Canadian credit facility due October
     2011, Ba1 (LGD 4, 54%) (To be withdrawn after transaction
     closes)

  -- Affirmed GBP 55 million Term A Loan due October 2011, Ba1
     (LGD 4, 54%) (51 million outstanding-to be withdrawn after
     transaction closes)

  -- Affirmed EUR158 million Term B Loan due October 2011, Ba1
    (LGD 4, 54%) (To be withdrawn after transaction closes)

  -- Affirmed CAD 111 million Term C Loan due October 2011, Ba1
     (LGD 4, 54%) (To be withdrawn after transaction closes)

  -- Affirmed $300 million Term D Loan due October 2011, Ba1 (LGD
     4, 54%) ($0 outstanding-To be withdrawn after transaction
     closes)

  -- Affirmed $450 million 6.625% senior unsecured notes due March
     2018, a Ba1 (LGD 4, 54%)

  -- Affirmed $375 million 7.125% senior unsecured notes due
     September 2016, Ba1 (LGD 4, 54%)

  -- Affirmed $325 million 7.735% senior unsecured notes due
     September 2019, Ba1 (LGD 4, 54%)

  -- Affirmed $500 million 6.75% senior unsecured notes due 2020,
     Ba1 (LGD 4, 54%)

  -- Affirmed $500 million 5.75% senior unsecured notes due2021,
     Ba1 (LGD 4, 54%)

The ratings are subject to receipt and review of the final
documentation.

                        Ratings Rationale

The affirmation of the rating and outlook reflect the largely
credit neutral impact of the transaction.  The affirmation also
reflects the company's stable profitability, well-consolidated
industry structure with long-standing competitive equilibrium and
scale.  The Ba1 rating also reflects the company's high percentage
of long-term contracts with strong cost pass-through provisions,
geographic diversification and continued emphasis on innovation
and product diversification.

The ratings are constrained by Ball's aggressive financial policy,
concentration of sales and primarily commoditized product line.
The ratings are also constrained by an EBIT margin that is weak
for the rating category.  The AB Inbev acquisition has increased
the company's exposure to the declining carbonated soft drinks
market as well.

                What Could Change the Rating -- Down

The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation.  Deterioration in the operating and competitive
environment or the failure to refinance the existing credit
facilities in a timely manner and maintain adequate liquidity
could also result in a downgrade.  Specifically, the ratings could
be downgraded if adjusted total debt to EBITDA rises above 4.0
times, EBIT margins decline below 9% and/or free cash flow to debt
declines below the high single digits.

                What Could Change the Rating -- Up

Ball's financial aggressiveness is the primary impediment to an
upgrade.  An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an improvement in the EBIT
margin and continued stability in the competitive and operating
environment.  Specifically, the rating could be upgraded if the
EBIT margin improved to the low teens, adjusted total debt to
EBITDA improved to 3.0 times or better and adjusted free cash flow
to debt remained above 10% on a sustainable basis.


BALL CORP: S&P Assigns Rating on Senior Secured Facilities
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BBB-' senior secured debt rating (one notch above the corporate
credit rating) and a recovery rating of '2' to Ball Corp.'s
proposed $1.426 billion five-year senior secured credit
facilities.  These facilities, which will be available to Ball
and certain of its subsidiaries, consist of a $1 billion revolving
credit facility, a $200 million term loan A, a GBP55 million term
loan B, and a EUR100 million term loan C.  These ratings indicate
S&P's expectation for substantial (70% to 90%) recovery in the
event of a payment default.  All S&P's other ratings on Ball,
including the 'BB+' corporate credit rating, remain unchanged.
The outlook is stable.

Ball expects to use proceeds from the proposed credit facilities
and from a recent notes offering to repay bank debt maturing
through October 2011.  As such, this transaction materially
improves its debt maturity profile.

The ratings on Broomfield, Colo.-based Ball reflect its
satisfactory business risk profile as a leading global can
manufacturer with last-12-month sales of $7.6 billion and a
significant financial risk profile.

Credit measures are in line with S&P's expectations at the current
ratings.  Pro forma for the refinancing, as of Sept. 26, 2010,
Ball had total adjusted debt of about $3.4 billion, with total
adjusted debt to EBITDA in the low 3x area.  S&P adjusts debt to
include about $650 million of tax-effected unfunded postretirement
liabilities and capitalized operating leases.  Operating margins
(before depreciation and amortization) are fairly steady, in the
low-teens percentage area, with healthy returns on capital in the
mid- to upper-teens percentage area.  Funds from operations to
adjusted total debt is in the low 20% area, somewhat better than
the 20% S&P expects on average.

                          Ratings List

                            Ball Corp.

   Corporate credit rating                       BB+/Stable/--

                           New Ratings

        $1.426 bil. senior secured credit facilities  BBB-
         Recovery rating                              2


BAYOU GROUP: Judge Refuses to Vacate $20-Mil. Award vs. Goldman
---------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has refused to
vacate a $20.6 million arbitration award against Goldman Sachs
Execution & Clearing LP in favor of Bayou Group LLC's unsecured
creditors committee, which has said GSEC turned a blind eye to
fraud at several now-defunct Bayou hedge funds.

                          About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BAYOU GROUP: Judge Upholds $20 Million Award vs. Goldman
--------------------------------------------------------
U.S. District Judge Jed S. Rakoff on November 30 upheld a
$20.6 million arbitration award against Goldman Sachs Execution &
Clearing LP in favor of Bayou Group LLC's unsecured creditors
committee.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that prepetition, Bayou Group, a hedge fund that turned
out to be a Ponzi scheme, kept customer funds in accounts at
Goldman Sachs.  The official committee of unsecured creditors for
Bayou later sued Goldman in bankruptcy court.  Rather than submit
to the lawsuit in bankruptcy court, Goldman invoked a provision in
the account agreement, sending the dispute to arbitration under
the auspices of the Financial Industry Regulatory Authority.
After arbitrators told Goldman Sachs to pay $20.6 million to the
Bayou creditors, the broker filed suit in the District Court
alleging that the award was invalid as the result of "manifest
disregard" of controlling law.

According to Mr. Rochelle, Judge Rakoff disagreed with Goldman's
arguments and upheld the award.  Because Goldman Sachs
"voluntarily" chose arbitration, Judge Rakoff said it must "suffer
the consequences."  Judge Rakoff noted that arbitrators implicitly
found that Goldman Sachs "failed to engage in the diligent
investigation that would have revealed Bayou's fraud."

The case is Goldman Sachs Execution & Clearing, L.P. (f/k/a Spear,
Leeds & Kellogg, L.P.), v. The Official Unsecured Creditors'
Committee of Bayou Group, LLC, et al., on behalf of Bayou Group,
LLC, Bayou Management, LLC, Bayou Advisors, LLC, Bayou Equities,
LLC, Bayou Fund, LLC, Bayou Superfund, LLC, Bayou No Leverage
Fund, LLC, Bayou Affiliates Fund, LLC, and Bayou Accredited Fund,
LLC, case no. 10-cv-5622 (S.D.N.Y.).  A copy of Judge Jed S.
Rakoff's November 30, 2010 Opinion and Order is available at
http://is.gd/i7kzwfrom Leagle.com.

                          About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BENDA PHARMACEUTICAL: Reports $283,600 Net Income in Q3 2010
------------------------------------------------------------
Benda Pharmaceutical, Inc., filed its quarterly report on Form
10-Q., reporting net income of $283,592 on $6.70 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $148,732 on $5.90 million of revenue for the
same period last year.

The Company's balance sheet at September 30, 2010, showed
$68.56 million in total assets, $52.08 million in total
liabilities, and stockholders' equity of $16.48 million.

The Company has an accumulated deficit of $18.35 million and a
working capital deficit of $26.10 million as of September 30,
2010.

As reported in the Troubled Company Reporter on May 25, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
Benda Pharmaceutical, Inc.'s ability to continue as a going
concern, following the Company's results for 2009.  The
independent auditors noted that the Company has incurred losses
for the year ended December 31, 2009, and had a working capital
deficiency at December 31, 2009.

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

               http://researcharchives.com/t/s?704f

                    About Benda Pharmaceutical

Based in Wuhan, Hubei Province, in the People's Republic of China,
Benda Pharmaceutical, Inc. (OTC: BPMA) is engaged principally in
the business of identifying, discovering, developing, and
manufacturing conventional medicines, active pharmaceuticals, bulk
chemicals (or pharmaceutical immediates), and Traditional Chinese
Medicines for the treatment of some of the most widespread common
ailments and diseases.


BERNARD L MADOFF: Trustee Sues JPMorgan to Recover $6.4 Billion
---------------------------------------------------------------
Bernard L. Madoff Investment Securities LLC filed a complaint in
the United States Bankruptcy Court for the Southern District of
New York against JPMorgan Chase & Co., JPMorgan Chase Bank, N.A.,
J.P. Morgan Securities LLC and J.P. Morgan Securities Ltd.

The complaint seeks to recover nearly $1 billion in fees and
profits and an additional $5.4 billion in damages for JPMC's
decades-long role as BLMIS's primary banker, aiding and abetting
Madoff's fraud.  All recovered monies will be placed into the
Customer Fund and distributed, pro rata, to Madoff customers with
valid claims, the rightful owners of those monies.

"JP Morgan was willfully blind to the fraud, even after learning
about numerous red flags surrounding Madoff," said David J.
Sheehan, Esq., counsel for the Trustee and a partner at Baker &
Hostetler LLP, the court-appointed counsel for the Trustee.
"While many financial institutions enabled Madoff's fraud, JPMC
was at the very center of that fraud, and thoroughly complicit in
it.  JPMC was BLMIS's primary banker for more than 20 years, and
was responsible for knowing the business of its customers -- in
this case, a very large customer.  Madoff would not have been able
to commit this massive Ponzi scheme without this bank. JPMC should
pay the price for its central role in enabling Madoff's fraud."

The complaint states JPMC had clear, documented suspicions about
the legitimacy of BLMIS's operations.  Instead of acting on that
information, it simply continued to collect fees and profit from
the fraud.

"JPMC admitted in the months before Madoff's arrest that BLMIS's
returns were too good -- especially in down markets -- to be
believable, but for years they pretended that was not the case,"
said Deborah Renner, a Baker & Hostetler partner representing the
Trustee.  "Just as in the children's fable, they knew the 'Emperor
had no clothes,' but looked the other way, allowing the
fraud to continue."

On the banking side, the complaint charges, JPMC should have been
more vigilant in seeing illegal cash flows.  Instead,  "JPMC was
willing to ignore decades of suspicious and inexplicable
activity," said Ms. Renner.

"Given that the main BLMIS account was held by JPMC, the bank was
in a perfect position to investigate," Mr. Sheehan said.  "It had
only to review its internal account records to determine whether
there was a legitimate explanation for the cash moving in and out
of the BLMIS accounts.

And when there ultimately was suspicion of illegal activity, JPMC
had a duty to take action.  It failed to do so."

In addition to Mr. Sheehan and Ms. Renner, the Trustee
acknowledges the contributions of the Baker & Hostetler attorneys
who worked on this extensive filing: Jessie Gabriel, Seanna Brown,
Jennifer Vessells, Lindsey D'Andrea, Lauren Hilsheimer, and Keith
Murphy.

The full complaint was filed with the Bankruptcy Court under seal.

"JPMC has designated virtually all of their information as
confidential.  While JPMC may want to hide the full extent of its
significant role in the Madoff fraud from the public, we intend to
move to have the complaint made public as soon as possible," said
Mr. Picard.

The case is Picard v. JPMorgan Chase & Co., Adv. Pro. No.
10-04932, (Bankr. S.D.N.Y.).

                       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 $3.14 Billion Sealed Suit
--------------------------------------------------------
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities LLC filed a $3.14 billion lawsuit against an
unnamed company.

The complaint against "XYZ Corp." was filed entirely under seal on
December 2 in U.S. Bankruptcy Court in Manhattan.  Edvard
Pettersson at Bloomberg News notes the docket entry for the
lawsuit listed the demand as "$3135671000."

The case is Irving Picard v. XYZ Corp.-[REDACTED UNDER SEAL], Adv.
Pro. No. 10-05106, (Bankr. S.D.N.Y.).

Mr. Picard earlier December 2 filed a complaint against JPMorgan
Chase & Co., seeking $6.4 billion for the bank allegedly enabling
Mr. Madoff's fraud.  The lawsuit against JPMorgan was also filed
under seal.  Today's Troubled Company Reporter runs a story on the
JPMorgan suit.

As reported by the Troubled Company Reporter Mr. Picard has sued
hundreds of "net winners," investors who withdrew more from their
Madoff accounts than they invested.  Bloomberg notes Mr. Picard is
supported by a ruling in the case from U.S. Bankruptcy Judge
Burton Lifland.  Mr. Picard claims the fictitious profits must be
returned to the bankruptcy estate and paid out to all of Mr.
Madoff's victims with valid 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 Seeking Aston Martin, London Assets
-------------------------------------------------------------
Lindsay Fortado at Bloomberg News reports that a U.S. court-
appointed trustee liquidating Bernard Madoff's operations is
seeking to recoup assets of the con man's U.K. unit, including an
Aston Martin and a yacht.

According to the report, New York attorney Irving Picard, who is
overseeing the liquidation of Bernard L. Madoff Investment
Securities LLC, agreed with Grant Thornton LLP, the liquidators of
Mr. Madoff's London unit, to coordinate on lawsuits in the U.K.

According to the Bloomberg report, Mr. Picard and the U.K.
liquidators "have jointly identified certain entities and
individuals against whom the trustee and liquidators hold claims
they believe should be pursued for the benefit" of creditors, Mr.
Picard's firm, Baker & Hostetler LLP, said in a filing with the
U.S. Bankruptcy Court for the Southern District of New York.

Under the agreement with Grant Thornton, Mr. Picard will try to
recover an Aston Martin in Florida owned by Peter Madoff,
Bernard's brother, that was paid for by the London unit, Madoff
Securities International Ltd. Grant Thornton is trying to
recover the yacht "Bull," owned by the convict's wife, Ruth
Madoff.

Mr. Picard agreed for his claims against Madoff Securities
International to come last after the unit's U.K. creditors.
Creditors of Madoff's London unit are seeking more than
GBP5.1 million ($7.9 million), according to the filing.

                      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.


BOOZ ALLEN: Moody's Upgrades Ratings on Mezzanine Loan to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded Booz Allen Hamilton Inc.'s
unsecured mezzanine term loan from B3 to B2 including the
Corporate Family Rating and Probability of Default Rating to Ba3
from B1.  The action concludes a review for possible upgrade that
was announced on November 19, 2010 and follows the company's
recent initial public stock offering and the application of
$210.4 million of the proceeds to pay down a portion of the
company's unsecured mezzanine term loan.  The rating outlook is
stable.

Ratings raised:

  -- Corporate family and probability of default, to Ba3 from B1

  -- $550 million senior unsecured mezzanine loan due July 2016,
     to B2 LGD5, 86% from B3 LGD5, 82%

Ratings unaffected by the rating action (LGD assessment rates
updated):

  -- $245 million senior secured first lien revolver due July
     2014, Ba2 to LGD3, 32% from LGD2, 26%

  -- $125 million senior secured first lien term loan A due July
     2014, Ba2 to LGD3, 32% from LGD2, 26%

  -- $585 million senior secured first lien term loan B due July
     2015, Ba2 to LGD3, 32% from LGD2, 26%

  -- $350 million senior secured first lien term loan C due July
     2015, Ba2 to LGD3, 32% from LGD2, 26%

                        Ratings Rationale

The Ba3 corporate family rating reflects strong cash flow
generation capacity and a solid government contracting services
business position against improving interest coverage metrics.
The upgrade reflects that, beyond the debt reduction, with the
IPO, aggressiveness of financial policy has likely moderated.  The
stable outlook encompasses an expectation of good liquidity and
the potential for financial leverage to decline over time.

Potential for positive rating momentum will depend on Booz Allen's
financial policy goals.  Improvement in ratings and/or outlook
could result from further progress made in leverage reduction and
resulting sustained improvement in credit metrics.  Ratings could
rise with expectation of total leverage approaching 3.0 times and
continued, strong free cash generation.  The stabilization of the
outlook could be jeopardized in the event of sustained current
leverage levels or weakening free cash generation.

Moody's last rating announcement on Booz Allen occurred
November 19, 2010, at which time the B1 corporate family rating
and probability of default rating as well as the senior unsecured
mezzanine term loan ratings were put under review for possible
upgrade.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets.  Booz Allen is headquartered in
McLean, Virginia, and had revenue of approximately $5.1 billion in
the fiscal year ended March 31, 2010.


BUMBLE BEE: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings on
San Diego, California-based seafood producer Bumble Bee Holdings,
Inc. (formerly known as Bumble Bee Foods L.P.), including the 'B+'
corporate credit rating and removed all ratings from CreditWatch
with negative implications.  Ratings were placed on CreditWatch on
Aug. 6, 2010, following Bumble Bee's announcement that it had
hired a financial advisor to explore strategic alternatives for
the company.  The outlook is negative.

At the same time, S&P assigned its 'B+' issue-level  rating (same
as the corporate credit rating) to Bumble Bee's new $605 million
senior secured term loan maturing 2017 that the company plans to
close in December 2010.  The recovery rating is '4', indicating
S&P's expectation for average (30% to 50%) recovery in the event
of a payment default.  Issue-level ratings are based on
preliminary documentation and are subject to review upon final
documentation.  S&P will withdraw its 'B+' issue-level rating on
the company's existing $198 million senior secured notes upon
completion of the proposed refinancing and repayment of this
existing debt.  Approximately $705 million of funded debt is
expected to be outstanding at the closing of the planned
transaction.

"The ratings affirmation with a negative outlook reflects S&P's
opinion that Bumble Bee has adopted a more aggressive financial
policy as evidenced by increasing debt levels in conjunction with
the sale of the company to new ownership," said Standard & Poor's
credit analyst Christopher Johnson.  Debt levels will more than
double following the proposed refinancing, and S&P estimates that
pro forma leverage for the refinancing (inclusive of its standard
adjustments) will be approximately 6.0x versus debt to EBITDA of
about 3.0x prior to the planned sale of the company.  Although S&P
expects the company to continue its improved operating
performance, S&P believes Bumble Bee will remain highly leveraged
over the near-term.

The ratings on Bumble Bee reflect the company's fair business
profile, characterized by its narrow product focus, limited
international diversity, mature growth prospects for shelf-stable
seafood products, and relatively low operating margins, as well as
its highly leveraged financial profile.  The company benefits from
its leading market positions in shelf-stable seafood and well
recognized brands sold in a variety of retailers across North
America.

S&P believes Bumble Bee has a narrow product focus with more than
90% of its total sales in shelf-stable seafood with the majority
of these sales in the tuna category.  As a result, it is S&P's
opinion that the company's operations could be materially affected
by a product recall or quality issues, particularly relating to
tuna.  Although the company has successfully passed through price
increases to help offset a rise in raw material costs, S&P
believes these increases could hurt future sales volumes.  Bumble
Bee also has limited international diversity as more than 80% of
its sales are in the U.S., with the balance primarily in Canada.
While S&P views the shelf stable seafood category as relatively
recession resistant, S&P believes that significant negative
regulatory and/or economic trends in North America could
materially hamper the company's operations.

S&P could consider a downgrade if the company does not reduce
leverage as planned below 5.5x by fiscal year-end 2011, or if
operating performance and credit metrics were to deteriorate
during the next few quarters.  S&P believes this could occur if
significant raw material price inflation returned, leading to
margin declines of more than 200 basis points.  S&P could consider
an outlook revision to stable if operating performance and credit
metrics improve and liquidity remains adequate.  An upgrade is
unlikely over the next year given Bumble Bee's fair business
profile and highly leveraged financial profile.


CAESARS ENTERTAINMENT: Appoints D. Sambur & J. Wang as Directors
----------------------------------------------------------------
Caesars Entertainment Corp. appointed David Sambur and Jinlong
Wang to serve as directors of the company effective November 19,
2010.  Mr. Sambur occupies the vacancy created by Anthony Civale's
resignation while Mr. Wang fills the vacancy created by the
increase in the number of directors from 11 to 12d.

In separate Form 3 filing with the Securities and Exchange
Commission on November 24, 2010, Messrs. Wang and Sambur disclosed
non-ownership of securities of the Company.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Caesars Entertainment was acquired by investment funds managed by
Apollo Management, L.P and affiliates of TPG Capital, L.P in 2008.
Hamlet Holdings LLC, an entity formed by Apollo and TPG, holds a
89.3% equity stake in Caesars.

In 2008, Caesars Entertainment was acquired by investment funds
managed by Apollo Management, L.P and affiliates of TPG Capital,
L.P (collectively "Sponsors").  Apollo and TPC entered into an
irrevocable proxy vesting voting and dispositive control in Hamlet
Holdings.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

Caesars Entertainment Inc. carries a 'Ca' long term rating from
Moody's.


CAESARS ENTERTAINMENT: Apollo & TPG Have 89.3% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on November 24, 2010, Hamlet Holdings LLC disclosed
that it beneficially owns 64,153,667 shares of common stock of
Caesars Entertainment Corporation representing 89.3% of the shares
outstanding.

In 2008, Caesars Entertainment was acquired by investment funds
managed by Apollo Management, L.P and affiliates of TPG Capital,
L.P (collectively "Sponsors").  Apollo and TPC entered into an
irrevocable proxy vesting voting and dispositive control in Hamlet
Holdings.

On June 3, 2010, the Company and its direct, wholly owned
subsidiary, Harrah's BC, Inc. ("HBC"), entered into an Investment
and Exchange Agreement with certain affiliates of the Sponsors
that among other things, provided for the sale by HBC to the
Sponsors' affiliates of an aggregate of $120,625,000 aggregate
principal amount of 5.625% senior notes due 2015, $75,627,000
aggregate principal amount of 6.50% senior notes due 2016, and
$106,778,000 aggregate principal amount of 5.75% senior notes due
2017 of Harrah's Operating Company, Inc., n/k/a Caesars
Entertainment Operating Company, Inc., for an aggregate purchase
price of $199,999,800.  The Notes were purchased on June 24, 2010.
The affiliates of the Sponsors that purchased the Notes obtained
the funds used to consummate the purchases from capital
contributions through their respective investors.

In the same Investment and Exchange Agreement, the Sponsors'
affiliates agreed with HBC to exchange the Notes they had acquired
from HBC, together with $105.033 million of Notes they had
previously acquired, for shares of New Common Stock at an exchange
ratio of 10 shares per $1,000 principal amount of Notes tendered.
The Exchange occurred on November 23, 2010.  Accrued and unpaid
interest on the Notes was paid in shares of New Common Stock at
the same exchange ratio.  Hamlet Holdings acquired beneficial
ownership of the New Common Stock held by the Sponsor Investors
pursuant to the Irrevocable Proxy.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

Caesars Entertainment Inc. carries a 'Ca' long term rating from
Moody's.


CAFE VALENCIA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cafe Valencia, Inc.
        1000 Munoz Rivera Avenue
        Rio Piedras, PR 00927

Bankruptcy Case No.: 10-11276

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $168,537

Scheduled Debts: $6,147,160

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-11276.pdf

The petition was signed by Roberto Martin, vice-president.


CAMBIUM LEARNING: S&P Assigns 'B' Rating on $175 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Cambium Learning Group
Inc.'s $175 million senior secured notes due 2016 S&P's issue-
level rating of 'B' (at the same level as the 'B' corporate credit
rating on the company).  S&P also assigned the notes a recovery
rating of '4', indicating S&P's expectation of average (30% to
50%) recovery for noteholders in the event of a payment default.
S&P expects that the company will use proceeds from the notes to
repay in full its existing secured credit facility and senior
unsecured notes, and for general corporate purposes.

At the same time, S&P assigned Dallas, Texas-based Cambium
Learning Group Inc., the parent company of Cambium Learning Inc.,
a corporate credit rating of 'B'.  The rating outlook is stable.

All existing ratings on operating subsidiary Cambium Learning
Inc., including the 'B' corporate credit rating, were affirmed.

Pro forma debt, including $12.8 million of capital lease
obligations, was $188 million as of Sept. 30, 2010.

"The 'B' corporate credit rating reflects Standard & Poor's
Ratings Services' expectation that revenues and EBITDA at Cambium
will be relatively flat in 2011, as increased federal funding for
the intervention and special education market niche should offset
weak local and state funding," said Standard & Poor's credit
analyst Hal Diamond.

S&P expects lease-adjusted debt leverage to remain around 5x in
2011, based on its expectation of minimal debt reduction.
Cambium's business risk profile is vulnerable, in S&P's opinion,
owing to the integration risk inherent in the December 2009 merger
with Voyager Learning Co., the cyclicality of government funding
for educational services, and the effect on the company's
profitability.  S&P views the company's financial risk profile as
highly leveraged, because of Cambium's high debt-to-EBITDA ratio
and weak discretionary cash flow due to ongoing high product
development spending.  The company's competitive position as a
provider of supplemental educational products for the growing
market niches serving underperforming and special education
students does not offset these factors.

The company expects to achieve roughly $10.5 million in cost
savings in full-year 2010, which S&P believes is achievable,
though challenges may arise in integrating the two businesses,
such as the risks associated with changing the customer
relationship from one sales representative to another.  Also, the
company has higher leverage than its peers, which could put it at
a competitive disadvantage with respect to investment in content.
Roughly 20% of sales are derived from two states--California and
Florida, which face budgetary challenges and may materially reduce
their purchases.


CAPITAL POWER: S&P Assigns 'BB+' Rating on Preferred Share
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB'
long-term corporate credit rating on Edmonton, Alta.-based Capital
Power Corp.  The outlook is stable.  At the same time, Standard &
Poor's assigned its 'BB+' global scale and 'P-3(High)' Canada-
scale issue-level rating to CPC's proposed C$125 million preferred
share issue.

"The ratings on CPC reflect Standard & Poor's opinion on the
business risk profile of the company's key and only material
operating subsidiary, Capital Power L.P.," said Standard & Poor's
credit analyst Greg Pau.  Providing key support to the ratings are
relatively predictable cash flows from long-term power purchase
contracts, the investment-grade credit profile of 29.7%-owned
Capital Power Income L.P. (CPI; BBB/Stable/--), what S&P considers
good operational performance, and predominantly creditworthy
counterparties.  Partially offsetting these strengths, in S&P's
opinion, are the material cash flow contribution from unregulated
generation activities and the related electricity; and, to a
lesser extent, natural gas wholesale market exposure.  In
addition, S&P believes that CPLP's growth plan in the next five
years is aggressive, exposes the partnership to construction risk,
and would require large equity issuances to keep leverage within
its financial policy.  "The rating on CPLP also reflects S&P's
understanding that management is committed to maintaining
financial prudence and could scale down the plan to avoid material
deterioration in its financial risk profile," Mr. Pau added.

On July 9, 2009, EPCOR Utilities Inc. (EUI; BBB+/Stable/--) sold
its electricity generation assets, including its equity interest
in CPI, to CPLP.  At the same time, it sold a 27.8% interest in
CPLP for C$468 million to CPC, which financed the purchase with
proceeds of an IPO.  Under the arrangement, EPCOR would limit its
voting interests in CPLP to no more than 49%.  CPC is a holding
company with no material assets other than its interests in CPLP
and no reported corporate level debt.  It is proposing a preferred
share issue and would lend the proceeds to CPLP through a
subordinated loan.  S&P would likely delink the ratings on CPC and
on CPLP in the event CPC becomes owner or investor of other assets
or begins borrowing at the corporate level.  S&P expects the
proposed subordinated debt to rank ahead of CPLP's unitholders.
As such, S&P expects CPC to service the proposed preferred shares
with payments from CPLP after the partnership satisfies its own
debt servicing and operating needs.

As of Sept. 30, 2010, CPLP's assets include ownership of 11 power
generation assets and one power purchase agreement, giving the
partnership access to 1,966 megawatts in Canada, in addition to
its CPI interests.  CPLP's total consolidated debt outstanding was
about C$1.83 billion, including about C$709 million at CPI and
C$621 million in notes it owes to EUI.  The notes mirror external
obligations at the partnership and S&P treats them as debt in its
analysis of CPLP.

The stable outlook reflects S&P's expectation that CPC remains a
holding company with no holding of material assets other than
interests in CPLP and no corporate level debt.  Therefore, any
change in S&P's ratings or outlook on CPLP would have a
corresponding impact on S&P's ratings on CPC.  S&P considers any
change in CPC's current status an event risk and would evaluate
the impact of such change if it occurs.  The stable outlook on
CPLP reflects S&P's expectation that the partnership would
maintain its financial discipline, adhering to its financial
policy of maintaining sustained reported debt-to-capital under 45%
while executing its growth strategy and a long-term 50%-50% mix of
contracted and merchant generation assets.  Standard & Poor's also
expects cash flow measures to improve within the next five years,
when growth assets become increasingly cash-flow accretive, with
adjusted FFO-to-debt moving toward 15%-20% and FFO interest
coverage toward 3.5x-4.0x.  These measures reflect CPLP's
accounting for CPI on an equity basis.  S&P could consider
lowering the rating on the partnership should it adopt a greater
debt focus than its capital structure target to finance its
growth, resulting in adjusted debt-to-capital exceeding 55%, FFO-
to-debt falling below 10%, or sustained FFO interest coverage
falling below 3x.  This could result from a decision to proceed
with its growth plan even if equity market conditions prevent CPLP
from achieving its planned equity issuances.  The rating could
also face pressure should cash flow weaken substantially for a
sustained period, which operational problems at any of its key
generating assets (such as Genesee or Keephills) or prolonged weak
power prices could cause.  Further deterioration of CPI's credit
risk profile could also weaken CPLP's business risk profile.  S&P
believes that a rating uplift is unlikely in the medium term as
the partnership's growth plan and associated increase in debt
would likely prevent deleveraging and any material improvement in
its financial risk profile.


CAPSALUS CORP: Posts $1.4 Million Net Loss in September 30 Quarter
------------------------------------------------------------------
Capsalus Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of $1.37 million on $0 revenue for the three months
ended September 30, 2010, compared with a net loss of
$1.45 million on $79,621 of revenue for the three months ended
September 30, 2009.

The Company's balance sheet at September 30, 2010, showed
$3.03 million in total assets, $4.58 million in total liabilities,
and a stockholders' deficit of $1.55 million.

The Company has accumulated losses totaling $18.64 million from
inception through September 30, 2010, and a net working capital
deficit of $2.26 million as of September 30, 2010.  "The
uncertainty related to these conditions raises substantial doubt
about the Company's ability to continue as a going concern," the
Company said in the filing.

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

               http://researcharchives.com/t/s?7062

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.


CARDO MEDICAL: Posts $8.1 Million Net Loss in September 30 Quarter
------------------------------------------------------------------
Cardo Medical, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $8.11 million on $771,000 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1.20 million on $436,000 of revenue for the three months
ended September 30, 2009.

The Company had losses from operations of $11.05 million and
negative cash flows from operations of $3.71 million during the
nine months ended September 30, 2010, and an accumulated deficit
of $22.21 million as of September 30, 2010.

"Management anticipates that the Company will sustain further
losses through the fourth quarter of 2010 and require additional
capital to supplement operations," the Company said in the filing.

The Company's balance sheet at September 30, 2010, showed
$5.64 million in total assets, $1.90 million in total liabilities,
all current, and stockholders' equity of $3.74 million.

Stonefield Josephson, Inc., in Los Angeles, Calif., expressed
substantial doubt about Cardo Medical, Inc.'s ability to continue
as a going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has losses from
operations, negative cash flows from operations, an accumulated
deficit and limited cash to fund future operations.

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

               http://researcharchives.com/t/s?7060

Van Nuys, Calif.-based Cardo Medical, Inc. (OTC BB: CDOM) is an
orthopedic medical device company specializing in designing,
developing and marketing high performance reconstructive joint
devices and spinal surgical devices.


CARLTON GLOBAL: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carlton Global Resources, LLC
        209 S. Stephanie Street, Suite B #106
        Henderson, NV 89012

Bankruptcy Case No.: 10-48739

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R. WADE
                  400 N. Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dlr@srwadelaw.com

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

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

The petition was signed by Marshall Pettit, managing member.

Debtor's List of 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pacific-Western Materials, LLC     Trade Debt           $3,321,633
209 S. Stephanie Street, Suite B#160
Henderson, NV 89012

Trans-Western Materials, Inc.      Trade Debt              $73,024
209 S. Stephanie Street, Suite B#160
Henderson, NV 89012

Kronick Moskovitz Tiedemann &      Legal Fees              $58,524
400 Capitol Mall, 27th Floor
Sacramento, CA 95814

Engineering, Surveying & Permit    Trade Debt              $47,099

Department of Conservation         Trade Debt              $35,000

Marshall W. Pettit                 Loans                   $30,000

SCE                                Trade Debt              $17,482

Franchise Tax Board                Mining Fees             $15,000

Bank of America, Visa              Trade Debt              $13,902

Mojave Desert AQMD                 Trade Debt              $11,209

Dixon G. Kummer, Esq.              Legal Fees               $6,068

Williams Brown Parsons & Company   Trade Debt               $1,425

Burrtec Waste Industries, Inc.     Trade Debt                 $220

Bureau of Land Management          Trade Debt              unknown

Cadence Industries, LLC            lis pendens on          unknown
                                   Dunn Mine

Christopher Campbell, John Smith   Legal fees              unknown


CASCADIA PARTNERS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cascadia Partners LLC
        2421 Ivy Road
        Charlottesville, VA 22903-4971

Bankruptcy Case No.: 10-63442

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: W. Stephen Scott, Esq.
                  P.O. Box 2737
                  Charlottesville, VA 22902
                  Tel: (434) 296-2161
                  E-mail: wscott@scottkroner.com

Scheduled Assets: $12,074,100

Scheduled Debts: $4,292,894

The petition was signed by Robert M. Hauser, manager of StoneHaus
LLC, manager.

Debtor's List of three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Stonehaus, LLC                     --                      $32,000
2421 Ivy Road
Charlottesville, VA 22903

Cline Design Associates, PA        --                         $700
125 N. Harrington Street
Raleigh, NC 27603

Stonehaus Construction, LLC        --                         $143
2421 Ivy Road
Charlottesville, VA 22903


CAVE LAKES: U.S. Trustee Fails to Form Creditors Committee
----------------------------------------------------------
August B. Landis, the Acting United States Trustee for Region 17,
was unable to appoint a committee of creditors holding unsecured
claims in Cave Lakes Canyon, LLC's bankruptcy case as there was
insufficient response to the Acting United States Trustee's
solicitation.

Las Vegas, Nevada-based Cave Lakes Canyon, LLC, filed for Chapter
11 bankruptcy protection on July 1, 2010 (Bankr. D. Nev. Case No.
10-22419).  Neil J. Beller, Esq., in Las Vegas, Nevada, assists
the Company in its restructuring effort.  The Company disclosed
$18,283,110 in assets and $4,122,607 in debts as of the Petition
Date.


CENVEO CORPORATION: Moody's Rates New Senior Loan at 'Ba3'
----------------------------------------------------------
Moody's Investors Service rated Cenveo Corporation's new senior
secured credit facilities, comprised of a $375 million term loan
and a $150 million revolving term loan, Ba3.  Proceeds will
refinance existing credit facilities, whose ratings were
downgraded to Ba3 from Ba2 and will be withdrawn in due course
when the new facilities close.  At the same time, the company's
corporate family and probability of default ratings (CFR and PDR,
respectively) were downgraded to B3 from B2.  The rating actions
were prompted by a combination of two pending acquisitions which
continue a gradual business transformation, and the related
refinance transaction.  The two acquisitions, "Gilbreth" and
MeadWestvaco's envelope manufacturing business, are both unknowns
as no tangible information concerning either target was disclosed.
Consequently, verifying the size of acquired cash flow streams,
the costs of integrating the two companies, the resulting
benefits, and resulting combined cash flow stream is quite
difficult.  Of particular note, the refinance transaction
effectively eliminates a cash sweep that would have reduced debt
early in 2011.  As exemplified by Cenveo's recent write down of
nearly 40% of the acquisition cost of the former Cadmus
Communications, making acquisitions in declining/low growth
businesses involves execution risk.  In turn, the acquisitions
provide uncertain de-levering potential at the cost of certain
debt reduction provided by the cash sweep.  As Cenveo gradually
reinvents itself, with legacy commercial printing operations being
de-emphasized and being replaced by specialized packaging
businesses, execution risk will be a constant.  As well, the
acquisitions consume liquidity and the company's position has
weakened somewhat.  Despite this, Cenveo's SGL-3 speculative grade
liquidity rating, which indicates adequate liquidity, remains
unchanged.  Cenveo also has two senior subordinated debt issues
that come due in 2013 and 2014.  In addition to underlying
operational issues and cash generation, liquidity and refinance
matters will be key ratings considerations over the next couple of
years.  Uncertainties related to these issues cause the rating
outlook to be negative.

This summarizes Cenveo's ratings and the rating actions:

Issuer: Cenveo Corporation

Assignments:

  -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2, 16%)

Downgrades:

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2,
     16%) from Ba2 (LGD2, 16%)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     (LGD5, 70%) from B3 (LGD5, 71%)

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa2 (LGD5, 88%) from Caa1 (LGD5, 89%)

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-3

Outlook Actions:

  -- Outlook, Unchanged as Negative

Rating Rationale:

Cenveo has a B3 corporate family rating, a B3 probability of
default rating, an SGL-3 speculative grade liquidity rating
(indicating adequate liquidity), and a negative rating outlook.
Moody's believes that Cenveo is involved in a prolonged
operational restructuring that will see specialized packaging
operations, including envelope manufacture, replace commercial
printing as the company's core business.  This transformation,
while perhaps strategically necessary, will take considerable time
and will involve significant acquisition activity and execution
risk.  As well, Moody's believes that the company's near-to-mid-
term plans anticipate more robust top-line growth and margin
expansion than are likely in the context of limited general
economic expansion.  Moody's therefore see limited free cash flow
potential and anticipate that de-levering capacity will be re-
invested into the ongoing business transformation.  With limited
free cash flow, constrained debt repayment capacity and the
inevitable execution risks, the rating is appropriately positioned
at the B3 level.  In the background, Cenveo also has two senior
subordinated debt issues that come due in 2013 and 2014, a crowded
maturity window.  The company's ability to access an appropriate
amount of junior capital over the next year or so will be a key
milestone.  In addition to underlying operational issues and cash
generation, liquidity and refinance matters will be key ratings
considerations over the next couple of years.  Uncertainties
related to these issues cause the ratings outlook to be negative.

                          Rating Outlook

As noted above, uncertainties related to refinance activities and
Cenveo's ability to access appropriate amounts of junior capital
on a timely basis -- in what will be a crowded market place --
cause the ratings outlook to be negative.

                What Could Change the Rating -- Up

A rating upgrade is not contemplated within the rating horizon.
However, among other things, Moody's would consider an upgrade or
positive outlook if TD/EBITDA leverage were expected to be reduced
to 6.0x or lower on a sustained basis (with Moody's standard
adjustments) and positive free cash flow were expected to be
sustained at approximately 5% of total debt.  A rating upgrade
would also have to involve assurance of solid liquidity
arrangements, an absence of near-term refinance risks, improved
industry fundamentals, and a somewhat stabilized business
platform.

               What Could Change the Rating -- Down

Moody's would consider Cenveo's ratings for potential downgrade if
free cash flow generation was expected to be negative for a
prolonged period and/or if TD/EBITDA was expected to be in excess
of 7x on a sustained basis.  A debt-financed acquisition of more
than nominal size and/or adverse liquidity developments (including
those related to refinance matters) could also result in downward
rating pressure.

Headquartered in Stamford, Connecticut, Envelope Corporation
(Envelope), a wholly-owned subsidiary of Envelope, Inc. (a
publicly traded holding company), is involved in commercial
printing and packaging, envelope, form and label manufacturing,
and publishing services.


CENVEO INC: S&P Lowered Corporate Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services has revised a release on
Stamford, Conn.-based Cenveo Inc.  In the version of this report
published earlier, the corporate credit rating on Cenveo was
incorrectly stated in the third paragraph.  A corrected version
is:

S&P lowered all existing ratings, on Stamford, Conn.-based Cenveo
Inc., including its corporate credit rating to 'B' from 'B+'.  The
rating outlook is stable.

S&P assigned Cenveo's proposed $525 million senior secured credit
facility its issue-level rating of 'BB-' (two notches above the
'B' corporate credit rating).  The recovery rating on this debt is
'1', indicating its expectation of very high (90%-100%) recovery
for lenders in the event of a payment default.  The credit
facilities include a $375 million term loan and a $150 million
revolving credit facility.  The company plans to use proceeds from
the proposed issuance to refinance its term loan.

The 'B' corporate credit rating on Cenveo reflects S&P's
expectation that the company's leverage will remain high and
coverage will remain weak.  For these reasons, S&P considers
Cenveo's financial profile to be highly leveraged.  S&P considers
the company's business risk profile to be weak because of the
company's participation in the highly competitive and cyclical
printing markets.  S&P expects ongoing pricing pressure from
industry overcapacity and limited scope for margin improvement.

A mid-sized company, Cenveo is the fourth-largest diversified
printing company in North America and conducts its business
through two operating segments: envelopes, forms, and labels (one
segment) and commercial printing.  Despite Cenveo's leading
position in fragmented segments of the printing market such as
direct-mail envelope manufacturing, prescription-label
manufacturing, and technical journal printing, S&P's assessment of
Cenveo's business profile as weak stems from S&P's expectation of
a secular shift away from certain forms of printed media, and
intense pricing pressure given the highly fragmented industry.
Cenveo has been relatively effective at cost management and the
realization of acquisition synergies, but the company faces modest
long-term revenue growth prospects, in S&P's view.

In the third quarter ended Oct. 2, 2010, revenue increased 1.6%,
in part because of one less week in the third quarter this year
compared with the same period last year.  Adjusting for the extra
week, revenue would have increased 9%.  Revenue increased
primarily because of the acquisition of Nashua Corporation on
Sept. 15, 2009.  In the third quarter, EBITDA decreased 4.8%, but
excluding restructuring charges, it decreased 1.4%.  For the year-
to-date, revenue increased 7.7% including the benefit from the
Nashua acquisition, while EBITDA before restructuring charges
increased 13.3%.  S&P believes that revenue will grow at a mid-
single digits percent rate and that EBITDA will grow in the high-
single-digit to low-double-digit area but not reach S&P's previous
forecast of $235 million for the year.


CHARLES BARROS, JR.: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Charles Barros, Jr.
               Linda Elizabeth Barros
               15419 Doveheart Lane
               Bowie, MD 20721

Bankruptcy Case No.: 10-37243

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Donald L. Bell, Esq.
                  THE LAW OFFICE OF DONALD L. BELL, LLC
                  6305 Ivy Lane, Suite 214
                  Greenbelt, MD 20770
                  Tel: (301) 773-8631
                  Fax: (301) 773-8634
                  E-mail: donbellaw@yahoo.com

Scheduled Assets: $1,913,012

Scheduled Debts: $2,531,695

A list of the Joint Debtors' 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37243.pdf


CHARLES PEELE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Charles Ray Peele
               Krystalene Shepard Peele
               202 Wedgefield Circle
               Maple Hill, NC 28454

Bankruptcy Case No.: 10-09893

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-09893.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
C.R. Peele Construction Inc.          10-05232            06/30/10


CHINA BROADBAND: Posts $7.4 Million Net Loss in Q3 2010
-------------------------------------------------------
China Broadband, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $7.44 million on $2.05 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $1.25 million on $2.11 million of revenue for the three
months ended September 30, 2009.

The Company has an accumulated deficit of $28.98 million as of
September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$33.84 million in total assets, $9.65 million in total
liabilities, $4.21 million in convertible redeemable preferred
stock, and stockholders' equity of $18.97 million.

UHY LLP, in Albany, New York, expressed substantial doubt about
China Broadband, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant losses during 2009
and 2008, has a working capital deficit at December 31, 2009, and
has relied on debt and equity financings to fund their operations.

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

               http://researcharchives.com/t/s?7051

Headquartered in New York, China Broadband, Inc. (OTC BB: CBBD)
-- http://www.chinabroadband.tv/-- is a Nevada corporation.  The
Company owns and operates in the media segment through its Chinese
subsidiaries and variable interest entities, (1) an integrated
value-added service solutions business for the delivery of pay-
per-view, video-on-demand, and enhanced premium content for cable
providers, Sino Top Scope Technology Co., Ltd., (2) a cable
broadband business, Beijing China Broadband Network Technology Co.
Ltd,, and 3) a print based media and television programming guide
publication, Shandong Lushi Media Co., Ltd.


CHINA YOUTH: Posts $545,700 Net Loss in September 30 Quarter
------------------------------------------------------------
China Youth Media, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $545,762 on $10 of revenue for the three
months ended September 30, 2010, compared with a net loss of of
$1.32 million on $5,000 of revenue for the same period last year.

As of September 30, 2010, the Company has an accumulated deficit
of $22.32 million and a working capital deficit of $1.31 million.
During the nine months ended September 30, 2010,

The Company's balance sheet at September 30, 2010, showed
$4.38 million in total assets, $4.00 million in total liabilities,
and stockholders' equity of $379,959.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, Calif.,
expressed substantial doubt about China Youth Media, Inc.'s
ability to continue as a going concern, following the Company's
2009 results.  The independent auditors noted that the Company has
incurred significant losses.

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

               http://researcharchives.com/t/s?7050

                        About China Youth

Headquartered in Marina Del Rey, Calif., China Youth Media, Inc.
(OTC BB: CHYU) -- http://www.chinayouthmedia.com/-- is a China
focused youth marketing and media company whose business is to
provide advertisers and corporations with direct and centralized
access to China's massive but difficult to reach student
population.  The cornerstone of the Company's China youth
marketing strategy is Koobee, a large scale, advertising supported
Intranet Television Network (ITVN) media portal that is initially
targeting China's campus-based college students, estimated to
total more than 30 million young people.


CHURCHILL FINANCIAL: Supplemental Pact Won't Move Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service has determined that entry by Churchill
Financial Cayman Ltd. into the First Supplemental Indenture, dated
as of December 1, 2010, by and between the Issuer and U.S. Bank
National Association (as the "Supplemental Indenture") and
performance of the activities contemplated therein will not in and
of themselves, and at this time, cause the current Moody's ratings
of the notes issued by the Issuer to be reduced or withdrawn.
Moody's does not express an opinion as to whether the Supplemental
Indenture could have non-credit-related effects.

The Supplemental Indenture, which Moody's has been informed
received the consents of the requisite noteholders, may be
summarized:

The indenture is being amended to modify several sections.  The
methodology for calculating the Caa1 excess amount is clarified to
include a pro-rata percentage of unfunded commitments.  The
cancellation of notes held by the collateral manager without
payment in full is prohibited.  Certain concentration limitations
are reduced, including a reduction in non-first lien loans from
20% to 12%.  A new concentration limit of 10% has been added for
collateral loans originated by affiliates of the collateral
manager.  A new eligibility restriction has been included
prohibiting second lien or subordinated loans, except in
connection with a restructuring of an existing collateral loan.  A
two percent defensive DIP loan bucket is added.  A discretionary
trading bucket is added, with a $175 million cap applicable for
the life of the transaction and with certain restrictions based on
rating levels.

The indenture is being amended pursuant to section 8.2 of the
indenture, which allows changes to the indenture with the consent
of the majority of the controlling class.


CIELO TOWER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cielo Tower LLC
        1801 Wilshire Boulevard
        Los Angeles, CA 90057

Bankruptcy Case No.: 10-61382

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Robert Y. Lee, Esq.
                  LEE LAW GROUP APLC
                  3699 Wilshire Boulevard, Suite 1100
                  Los Angeles, CA 90010
                  Tel: (213) 383-5400
                  Fax: (213) 383-5402
                  E-mail: lindseyoh@lgcounsel.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Judy A. Kim.


CIRCUIT CITY: Bankr. Ct. Rejects Mitsubishi's "New Value" Defense
-----------------------------------------------------------------
Circuit City Stores, Inc., has objected to claims filed by
Mitsubishi Digital Electronics America, Inc., and sued Mitsubishi
and The Insurance Company of the State of Pennsylvania.  The
Debtors seek partial summary judgment.  Central to the Debtors'
Motion is whether the Defendants may both (i) claim an
administrative expense under Sec. 503(b)(9) of the Bankruptcy Code
for the value of goods it delivered to the Debtors during the 20
days immediately preceding the Petition Date; and also (ii)
utilize the value of those same goods as a Bankruptcy Code Sec.
547(c)(4) new value defense to a preference claim under Sec. 547
of the Bankruptcy Code.  The Hon. Kevin R. Huennekens holds that
because the payment of a creditor's Bankruptcy Code Sec. 503(b)(9)
administrative claim for the value of goods transferred to a
debtor in the 20-day period immediately preceding the commencement
of a bankruptcy case is an "otherwise unavoidable transfer" as
that term is used in Sec. 547(c)(4)(B) of the Bankruptcy Code, the
recipient of such a payment is not entitled to utilize the value
of those same goods as the basis for a new value defense under
Sec. 547(c)(4) of the Bankruptcy Code.

In November 2008, Mitsubishi asserted a $4,965,976 administrative
priority claim for the value of goods sold to the Debtors during
the 20-day period prior to the Petition Date.  The parties later
determined that the actual value of the goods received by the
Debtors during the 20-day period was $4,962,320.

In April 2010, the Debtors sued Mitsubishi and The Insurance
Company of Pennsylvania for the return of certain transfers made
to Mitsubishi in the 90-day period prior to the Petition Date.
The Debtors alleged that those transfers made during the
Preference Period totaling $6,698,209 are avoidable preferential
transfers under Sec. 547 and, as such, are recoverable under Sec.
550 of the Bankruptcy Code.

Mitsubishi asserts that the amounts sought by the Debtors must be
reduced because, subsequent to the Preferential Transfers,
Mitsubishi provided new value to the Debtors within the meaning of
Sec. 547(c)(4) of the Bankruptcy Code.  Mitsubishi contends that
the value of the goods that comprise the agreed amount of its
503(b)(9) Claim can also be used in support of its New Value
Defense to bar the Debtors from recovering the Preferential
Transfers.

The case is Circuit City Stores, Inc., v. Mitsubishi Digital
Electronics America, Inc., et al., Adv. Pro. No. 10-03068 (Bankr.
E.D. Va.).  A copy of Judge Huennekens' December 1, 2010
Memorandum Opinion is available at http://is.gd/i7sqqfrom
Leagle.com.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653).
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.


CLARK AND LELAND: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Clark and Leland Condominium, LLC
        4642 N. Clark Street
        Chicago, IL 60640

Bankruptcy Case No.: 10-53275

Chapter 11 Petition Date: November 30, 2010

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

Judge: Eugene R. Wedoff

Debtor's Counsel: John A. Benson, Jr., Esq.
                  BELONGIA, SHAPIRO & FRANKLIN, LLP
                  20 South Clark Street, Suite 300
                  Chicago, IL 60603
                  Tel: (312) 662-1030
                  Fax: (312) 662-1040
                  E-mail: jbenson@belongialaw.com

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Heung K. Baek, managing member.


CLEARWIRE CORP: Unit to Issue Over $1.1BB in New Debt Securities
----------------------------------------------------------------
Clearwire Corporation's operating subsidiary, Clearwire
Communications, plans to offer more than $1.1 billion of new debt
securities in private placement transactions:

     -- $175.0 million first-priority senior secured notes
        due 2015,

     -- $500.0 million of second-priority secured notes due 2017;
        and

     -- $500.0 million of exchangeable notes due 2040,

Clearwire Communications will grant the initial purchasers of the
Exchangeable Notes an option to purchase up to an additional
$100.0 million of Exchangeable Notes.

Upon exchange of the Exchangeable Notes, Clearwire Communications
may deliver either shares of Class A Common Stock of the Company
or cash. Certain stockholders of the Company that hold equity
securities representing approximately 85% of the Company's voting
power have pre-emptive rights for 30 days from the date of the
offering memorandum for the Exchangeable Notes that entitle such
stockholders to purchase their pro rata share (based upon voting
power) of all Exchangeable Notes issued.

The Company has received waivers from stockholders holding
approximately 31% of the voting power.

The remaining pre-emptive rights, if exercised, could result in
Clearwire Communications issuing up to an additional approximately
$584.6 million in Exchangeable Notes (assuming no exercise of the
applicable initial purchasers' over-allotment option).

The Company is not aware whether all or any of these rights will
be exercised. The First Lien Notes will be issued under the
indenture dated November 24, 2009 governing Clearwire
Communications' existing $1.85 billion of secured notes issued in
November 2009.

The Company intends to use the net proceeds from the offering of
the Notes for working capital and for general corporate purposes,
including capital expenditures.

The Notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and to non-U.S. persons in accordance with Regulation S
under the Securities Act.  The Notes have not been registered
under the Securities Act or any state securities laws and, unless
so registered, may not be offered or sold in the United States
except pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

                           *     *     *

According to The Wall Street Journal's Shayndi Raice, a person
familiar with Clearwire's thinking said the new funds could see
the company through to the end of next year.  The source, however,
cautioned that forecast depends on how quickly the company builds
out its network.

The report also notes the new funding will also take pressure off
majority owner Sprint Nextel Corp., which is heavily indebted
itself and could have been forced to pay to keep Clearwire afloat.
According to the Journal, analysts at CreditSights estimated
Sprint could have been on the hook for $1 billion to $2 billion to
support Clearwire in the near term.  Sprint will have to decide
whether to participate in Clearwire's debt offering.

The Journal also relates that Sprint's stake in Clearwire could
eventually be diluted if it doesn't buy some of the debt.  The
Journal says Sprint, has 30 days to decide whether to buy up to
$585 million in debt that could be paid off in shares, and
Clearwire could sell another $100 million worth if there is
demand.  Those increases could take the amount raised above $1.8
billion.

The Journal also notes Clearwire wouldn't say how high an interest
rate it is paying on the debt.  A year ago, the Journal recalls,
Clearwire paid a 12.5% yield on a $1.6 billion offering of senior
secured six-year notes.

Clearwire is rated CCC by Standard & Poor's, and only slightly
higher, at Caa1, by Moody's Investors Service.  The Journal notes
Moody's criticized the bond sale as an expensive way to raise
capital, one that reflects the tension between Clearwire and
Sprint.

As reported by the Troubled Company Reporter on November 8, 2010,
Clearwire reported a net loss of $564.6 million on $147.0 million
of revenue for the three months ended September 30, 2010, compared
with a net loss of $305.4 million on $68.8 million of revenue for
the same period last year.

During the first nine months of fiscal 2010, the Company incurred
$1.55 billion of net losses, as compared to $829.9 million of net
losses for the comparable period last year.  Revenue for the first
nine months of fiscal 2010 was $376.2 million, compared to revenue
of $194.5 million for the first nine months of fiscal 2009.

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

"Based on our current projections, we do not expect our available
cash and short-term investments to be sufficient to cover our
estimated liquidity needs for the next twelve months.  Without
additional financing sources, we forecast that our cash and short-
term investments would be depleted as early as the middle of 2011.
Thus, we will be required to raise additional capital in the near-
term in order to continue operations.  Further, we also need to
raise substantial additional capital over the long-term to fully
implement our business plans," Clearwire said in the filing.

"Our expected continued losses from operations and the uncertainty
about our ability to obtain sufficient additional capital raise
substantial doubt about our ability to continue as a going
concern."

                          About Clearwire

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ: CLWR), through its operating subsidiaries, is a leading
provider of wireless broadband services.


CLEARWIRE CORP: Sprint Nominates 3 Directors
--------------------------------------------
Clearwire Corporation said Sprint Nextel Corp., has nominated
William R. Blessing, Mufit Cinali and Hossein Eslambolchi for
election to the Clearwire Corporation board of directors.  Their
election is expected to occur at the next meeting of the board on
December 10, 2010.

"We are pleased to have such a talented and seasoned group of
senior executives nominated to join our board of directors as we
continue to expand our 4G subscriber base and deliver value to
both our customers and shareholders," said Bill Morrow, Clearwire
CEO.

Mr. Blessing is currently a consultant to Burns & McDonnell where
he advises clients on smart grid and telecommunications strategy.
Prior to this, he served as Senior Vice President, Corporate
Strategy and Development for Embarq Corporation, an integrated
communications services provider. He also held various executive
positions with Sprint from 1990 to 2005.

Mr. Cinali is currently a Managing Director with Springwell
Capital Partners, LLC. He has also held strategy, development and
M&A positions with Hughes Electronics Corporation, AT&T, GE
Capital Corporation, and Bain and Company.

Dr. Eslambolchi holds extensive experience in the
telecommunications industry and is currently a technical advisor
to Ericsson Corporation and the University of California School of
Engineering. He has held several senior positions with AT&T
including global Chief Technology Officer, global Chief
Information Officer, Chief President and Chief Executive Officer
of AT&T Labs and AT&T Global Network Services.

The nominees, if elected, would fill Clearwire's three current
open seats on its board of directors.

                          About Clearwire

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ: CLWR), through its operating subsidiaries, is a leading
provider of wireless broadband services.

Clearwire is rated CCC by Standard & Poor's, and only slightly
higher, at Caa1, by Moody's Investors Service.  The Journal notes
Moody's criticized the bond sale as an expensive way to raise
capital, one that reflects the tension between Clearwire and
Sprint.

As reported by the Troubled Company Reporter on November 8, 2010,
Clearwire reported a net loss of $564.6 million on $147.0 million
of revenue for the three months ended September 30, 2010, compared
with a net loss of $305.4 million on $68.8 million of revenue for
the same period last year.

During the first nine months of fiscal 2010, the Company incurred
$1.55 billion of net losses, as compared to $829.9 million of net
losses for the comparable period last year.  Revenue for the first
nine months of fiscal 2010 was $376.2 million, compared to revenue
of $194.5 million for the first nine months of fiscal 2009.

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

"Based on our current projections, we do not expect our available
cash and short-term investments to be sufficient to cover our
estimated liquidity needs for the next twelve months.  Without
additional financing sources, we forecast that our cash and short-
term investments would be depleted as early as the middle of 2011.
Thus, we will be required to raise additional capital in the near-
term in order to continue operations.  Further, we also need to
raise substantial additional capital over the long-term to fully
implement our business plans," Clearwire said in the filing.

"Our expected continued losses from operations and the uncertainty
about our ability to obtain sufficient additional capital raise
substantial doubt about our ability to continue as a going
concern."


CNO FINANCIAL: S&P Puts 'B-' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B-'
counterparty credit rating on CNO Financial Inc. and its 'BB-'
counterparty credit and financial strength ratings on CNO
Financial's operating companies on CreditWatch with positive
implications.

"S&P placed the ratings on CreditWatch positive following the
company's announcement that it expects the steps it has taken
since the third quarter of 2009 to result in improved financial
flexibility," explained Standard & Poor's credit analyst Kevin G.
Maher.

Much of the improved financial flexibility will stem from debt
refinancing.  CNO Financial plans to use the $325 million in
senior secured credit facility, with the remaining amount in notes
plus some cash at the holding company, to repay $652 million of
existing debt, largely due in 2013.  S&P believes that the
marginally lower debt levels -- along with the extended maturities
-- will reduce the company's financial strains until 2016.

In addition to the debt refinancing, in October 2010, Conseco
Insurance Co. and Conseco Health Insurance Co. were merged into
Washington National Insurance Co.  This reorganization also
enhanced CNO Financial's financial flexibility.

The cushion should continue to improve following the extension to
the maturities and the underlying operating company performance.
"Upon successful completion of the refinancing, S&P expects to
raise the ratings by a notch," Mr. Maher added.


COMMUNICATIONS & POWER: S&P Puts 'B+' Rating on Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Communications & Power Industries Inc., including its 'B+'
corporate credit rating, on CreditWatch with negative
implications.

"The ratings on CPI reflect its aggressive financial risk profile,
modest scope of operations, and exposure to some cyclicality and
variability in demand in some of its end markets," said Standard &
Poor's credit analyst Lisa Jenkins.

The company's solid market positions (albeit in small niche
markets) and good profit margins somewhat offset these factors.
Credit protection measures remain appropriate for the ratings,
with debt to EBITDA at about 3.2x, funds from operations to total
debt in the mid-teen percentage area, and EBITDA interest coverage
at about 3.9x.  S&P believes the company's financial profile could
weaken as a result of its recent agreement to be acquired by
Veritas Capital in a cash transaction valued at $525 million.  S&P
currently characterize the company's business risk profile as fair
and its financial risk profile as aggressive.

"S&P will resolve the CreditWatch once S&P has enough information
to assess the impact of the company's pending acquisition by
Veritas Capital," Ms. Jenkins added.  "S&P could lower the ratings
if S&P believes the company's financial risk profile will
deteriorate materially either as a result of increased debt
leverage or more-aggressive financial policies."


CROSSTOWN STOR-N-MORE: Confirmation Hearing Set for December 13
---------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida will convene a hearing on December 13,
2010, at 2:30 p.m., to consider confirmation of Crosstown Stor-N-
More Self Storage, LLC's chapter 11 plan.  Objections, if any, are
due seven days prior to the hearing date.

Written ballots accepting or rejecting the Plan are due eight days
prior to the confirmation hearing.

According to the Disclosure Statement, the Plan will be funded
from the operations of the Debtor's business, the equity payment
of Crosstown Operating, LLC, and the payment of Daryl Brown,
president of Interstate Business Centers, Inc., the Debtor's
managing member, in exchange for an injunction during term of the
Plan.

Cadence Bank, N.A., which holds a secured claim, will receive 239
equal monthly payments of principal and interest at 5.25% per
annum amortized over 30 years in the approximate monthly amount of
$47,283, and one final balloon payment equal to then outstanding
principal and unpaid interest amount owed.

Secured creditor PPTS 500, LLC, the certificate holder of 2009
real property taxes, will be paid by 60 equal monthly payments
plus interest at a rate of 4.5% per annum in the amount of $2,229
beginning upon the effective date of the Plan.

Holders of general unsecured claims that are non-insiders will be
paid in full.  The Debtor will pay the non-insider unsecured
claims in full over the term of the Plan.

Majority of the unsecured claims held by Daryl Brown and related
insiders will receive no distribution.

The Debtor's membership interest will be extinguished.

Crosstown Operating, LLC, or its assign or nominee, in exchange
for an immediate cash payment paid on the effective date of
$30,000, will acquire 100% of the equity interest of the Debtor.
The $30,000 cash payment will be utilized to fund the Plan.

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

          About Crosstown Stor-N-More Self Storage, LLC

Bradenton, Florida-based Crosstown Stor-N-More Self Storage, LLC's
business consists of a self storage facility, an executive office
center, and a car wash in Tampa, Florida.  Crosstown filed for
Chapter 11 protection on August 20, 2010 (Bankr. M.D. Fla. Case
No. 10-20055).  Alberto F. Gomez, Jr., Esq., at Morse & Gomez, PA,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million in its Chapter 11 petition.


CSG SYSTEMS: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Service assigned its 'BB' corporate
credit rating to Englewood, Colo.-based CSG Systems International
Inc.  In addition, S&P assigned a 'BBB-' issue-level rating and a
'1' recovery rating to CSG's $300 million senior secured credit
facilities.  The '1' recovery indicates S&P's expectation for very
high (90%-100%) recovery in the event of a payment default.  The
outlook is positive.

The secured credit facilities consist of a $200 million first-lien
term loan due 2015 and a $100 million revolving credit facility
due 2015 that was partially drawn at close.  The company used the
proceeds from the new debt, along with approximately $150 million
in available cash, to finance its acquisition of Intec Telecom
Systems PLC.  The acquisition closed on Nov. 30, 2010.

The ratings on CSG reflect the company's concentrated customer
base, significant exposure to contract renewals over the
intermediate term, and uncertain growth prospects and execution
risk associated with its acquisition of Intec.  The highly visible
and recurring revenue base, the long-term nature of its
relationships with key cable clients, and mission critical nature
of its products and services all partly balance those risks.

S&P views CSG's liquidity as adequate under its criteria.  S&P
expects liquidity sources to outweigh uses by 1.5x.  In addition
to about $100 million in net annual operating free cash flow,
sources of liquidity consist of a cash balance range of
approximately $160 million to $175 million, pro forma for the
proposed transaction, and a new partially available $100 million
revolving credit facility.  Working capital fluctuations are
modest, in S&P's view, and capital expenditures generally are
manageable at about 4% of revenues.

Financial maintenance covenant in the bank facility include a 4x
maximum total leverage ratio, a 2.5x first lien leverage ratio,
and a 2x consolidate interest coverage ratio.  S&P expects CSG to
maintain sufficient headroom under these covenants to maintain the
adequate liquidity profile.  Debt maturities are manageable in
S&P's view and will consist of amortization payments on the new
bank facility totaling 5% ($10 million) in 2011 and 10%
($20 million) in 2012.


CYBRDI INC: Posts $150,700 Net Loss in September 30 Quarter
-----------------------------------------------------------
Cybrdi, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $150,662 on $268,475 of revenue for the three months
ended September 30, 2010, compared with a net loss of $129,531 on
$115,463 of revenue for the same period of 2009.

The Company's balance sheet at September 30, 2010, showed
$10.02 million in total assets, $5.03 million in total
liabilities, and stockholders' equity of $4.99 million.

The Company had an accumulated deficit of $1.74 million as of
September 30, 2010, including net loss of $648,828 for the nine
months ended September 30, 2010.  In addition, current liabilities
exceeded current assets by $2.10 million at September 30, 2010.

KCCW Accountancy Corp., in Diamond Bar, Calif., expressed
substantial doubt about Cybrdi, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred recurring
losses, accumulated deficit, and working capital deficit at
December 31, 2009, and 2008.

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

               http://researcharchives.com/t/s?7044

Based in Xi'an Shaanxi, the People's Republic of China, Cybrdi,
Inc. (OTC: CYDI) -- http://www.cybrdi.com/-- was incorporated on
August 1, 1966, under the laws of the State of California.  The
Company, through its subsidiary, Shaanxi Chao Ying Biotechnology
Co., Ltd., engages in the research, development, and manufacture
of biotechnology products in the People's Republic of China.  It
exports its products to the United States, Canada, Germany, Italy,
Belgium, Japan, and Taiwan.


DAVITA INC: Moody's Assigns 'B2' Rating on Senior Unsec. Shelf
--------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to DaVita Inc.'s
senior unsecured shelf.  The shelf was drawn on for the previous
issuance of unsecured notes, the proceeds of which were utilized
to effect the company's recent refinancing.  Moody's is also
withdrawing the ratings on all redeemed and repaid debt
instruments as the refinancing has been completed.  DaVita's
current ratings, including the Ba3 Corporate Family and
Probability of Default Ratings remain unchanged.

This is a summary of Moody's rating actions.

Ratings assigned:

  -- Senior unsecured shelf, (P)B2

Ratings withdrawn:

  -- Senior secured revolving credit facility due 2011, Ba1 (LGD2,
     22%)

  -- Senior secured term loan A due 2011, Ba1 (LGD2, 22%)

  -- Senior secured term loan B due 2012, Ba1 (LGD2, 22%)

  -- Senior unsecured notes due 2013, B1 (LGD4, 67%)

Ratings unchanged/LGD assessments revised:

  -- Senior secured revolving credit facility due 2015, to Ba2
     (LGD2, 28%) from Ba2 (LGD2, 29%)

  -- Senior secured term loan A due 2015, to Ba2 (LGD2, 28%) from
     Ba2 (LGD2, 29%)

  -- Senior secured term loan B due 2016, to Ba2 (LGD2, 28%) from
     Ba2 (LGD2, 29%)

  -- 6.375% senior notes due 2018, B2 (LGD5 83%)

  -- 6.625% senior notes due 2020, B2 (LGD5, 83%)

  -- Speculative Grade Liquidity Rating, SGL-1

                        Ratings Rationale

DaVita's Ba3 Corporate Family Rating reflects a reduction in
refinancing risk offset by a considerable increase in leverage
resulting from the company's recently completed refinancing
transaction.  The rating also reflects the company's position as
the second largest dialysis service provider in an otherwise very
fragmented segment.  DaVita benefits from the recurring nature of
the treatments and customers' high loyalty to their clinic, which
is reflected in the company's robust margins and build up of
available cash.  However, the rating is constrained by the
company's limited diversification of revenue streams and
uncertainty around reimbursement issues, including trends in
patient mix and upcoming changes to the Medicare reimbursement
methodology.

Moody's could consider upward pressure on the ratings if the
company were to repay debt or grow earnings such that leverage
metrics were expected to be sustained at or below the pre-
refinancing level.  For example, Moody's would consider changing
the outlook to positive or upgrading the rating if cash flow from
operations and free cash flow to adjusted debt ratios were
expected to be sustained in the high and mid teens, respectively.

Conversely, downward pressure could develop if leverage continues
to increase following the transaction.  For example, Moody's could
consider changing the outlook to negative or downgrading the
ratings if the Medicare bundled prospective payment system
unfavorably impacts DaVita's business model or if the company
takes on additional debt for acquisitions or shareholder
initiatives in excess of Moody's expectations.

DaVita's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record of tolerance for risk.  These attributes
were compared against other issuers both within and outside of
DaVita's core industry and DaVita's ratings are believed to be
comparable to those other issuers of similar credit risk.

Moody's last rating action on DaVita was on October 1, 2010, when
Moody's affirmed the company's Ba3 Corporate Family and
Probability of Default Ratings and assigned ratings to the
company's proposed senior secured credit facility and senior
unsecured notes offering.

DaVita, headquartered in Denver, CO, is an independent provider of
dialysis services in the US for patients suffering from end-stage
renal disease (chronic kidney failure).  DaVita's services are
predominantly provided in the company's outpatient dialysis
centers.  However, the company also provides home dialysis
services, inpatient dialysis services through contractual
arrangements with hospitals, laboratory services and other
ancillary services.  The company recognized approximately
$6.4 billion of revenue for the twelve months ended September 30,
2010.


DEBORAH'S STAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Deborah's Stage Door, Inc.
        1655 W. Hamlin Road
        Rochester Hills, MI 48309

Bankruptcy Case No.: 10-76249

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Ernest Hassan, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  E-mail: ehassan@sbplclaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-76249.pdf

The petition was signed by Deborah T. Agrusa, president.


DENNIS SEVERSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Dennis Lindsay Severson
               Margaret Ruth Severson
               1094 Ridge West Drive
               Windsor, CO 80550

Bankruptcy Case No.: 10-40139

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtors' Counsel: Leo Wotan, Esq.
                  3608 Akron Court
                  Loveland, CO 80538

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

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

The list of unsecured creditors filed together with their petition
does not contain any entry.


DINEEQUITY INC: Fitch Assigns 'B' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has assigned a 'B' Issuer Default Rating to
DineEquity, Inc.  Fitch has also assigned issue level and Recovery
Ratings of 'BB/RR1' to DineEquity's secured credit facility and
'B/RR4' to its senior unsecured notes.  The Rating Outlook is
Stable.

At Sept. 30, 2010, DineEquity had approximately $2 billion of
total debt.

Rating Rationale:

DineEquity's ratings reflect its high financial leverage but
consider the company's consistently positive free cash flow
(defined as cash flow from operations less capital expenditures
and dividends) generation.  DineEquity's focus on debt reduction
and competitive position in the U.S. restaurant industry is also
incorporated into the ratings.  With 1,999 Applebee's Neighborhood
Grill & Bar restaurants and 1,483 International House of Pancakes
or IHOP Restaurants systemwide at Sept. 30, 2010, DineEquity holds
leading market share positions in both the casual and family
dining segments of the industry.

On a consolidated basis, franchisees operated 88% of DineEquity's
3,482 systemwide units at Sept. 30, 2010, and refranchising over
350 company-operated Applebee's restaurants remains a core part of
the firm's operating strategy.  Fitch is mindful of potential
risks associated with a highly franchised model; however,
DineEquity has thus far been successful at managing its system.

DineEquity's credit profile benefits from its sizeable franchise-
based royalty stream, which remains a stable source of cash flow,
and the firm's high consolidated EBITDA margin.  Royalties and
other fees from DineEquity's franchise operations represented 26%
of the company's $1.4 billion of corporate revenue during 2009.
For the latest 12-month period ending Sept. 30, 2010, DineEquity's
consolidated EBITDA margin was approximately 26%, up from 25% for
the year ended Dec. 31, 2009, as a result of food cost
favorability and overall expense management.  Fitch expects
moderate margin expansion as refranchising continues and operating
expenses decline, despite potentially higher food costs in 2011.

Recovery Ratings:

While an event of default is not anticipated, the 'RR1' rating on
DineEquity's secured bank debt incorporates Fitch's view that
recovery prospects for these obligations are outstanding or would
exceed 90% in a distressed situation.  Similarly, the 'RR4' rating
on the unsecured notes is due to the company's balanced capital
structure and Fitch's view of average recovery for unsecured
debtholders if there was a restructuring event.
DineEquity's approximately $2 billion of debt consists of roughly
$1.2 billion or 60% secured debt and financing obligations and
$825 million or 40% of unsecured notes.

Credit Statistics and Recent Operating Performance:

For the LTM period ending Sept. 30, 2010, total adjusted debt-to-
operating EBITDAR (defined as total debt plus eight times gross
rent expense-to-earnings before interest, taxes, depreciation,
amortization and gross rents) was 6.3 times and total debt-to-
operating EBITDA was 5.8x.  Operating EBITDAR-to-gross interest
expense plus rents was 1.7x while operating EBITDA-to-gross
interest expense was 2.0x.

Fitch believes DineEquity's credit statistics are appropriate for
the rating category but expects meaningful improvement over the
next 12-24 months as the company continues to refranchise and
applies sale proceeds and the majority of its FCF to debt
reduction.  Total adjusted debt-to-operating EBITDAR of 5.5x or
better along with consistent meaningful FCF generation could lead
to positive rating actions.

DineEquity's FCF has averaged roughly $100 million annually since
2008 and Fitch estimates that FCF was $119 million during the LTM
period.  The company has used this cash flow along with proceeds
from the sale of company-operated restaurants to repay
approximately $400 million of debt since its $2.1 billion
acquisition of Applebee's in November 2007.  Fitch expects FCF to
range between $130 million - $150 million annually during 2010 and
2011.

Although the U.S. sales environment remains challenged, Fitch
expects modestly positive same-store sales growth for the industry
in 2011.  Applebee's SSS grew 3.3% during the most recent
September 2010 reporting period and have shown improvement for
four consecutive quarters.  Furthermore, the restaurant operating
margin for Applebee's during the Sept. 30, 2010 quarter was 14.8%,
up from 14.4% for the year ended Dec. 31, 2009.  IHOP's SSS only
grew 0.1% during the most recent quarter but the brand has gained
market share throughout the most recent economic downturn.  Fitch
expects value items, such as Applebee's 2 for $20 core menu
offering, to continue to help drive traffic in 2011.  Menu
innovation and a focus on beverages should also result in positive
mix shift.

Refranchising Activity Has Accelerated:

As previously mentioned, refranchising company-operated Applebee's
restaurants is a major focus for DineEquity.  After minimal
activity during 2009, the company has completed or is in the
process of selling a total of 83 units before the end of 2010.
After-tax proceeds totaling $44 million will be utilized to pay
off preferred stock and for debt reduction.  Furthermore, at
Sept. 30, 2010, DineEquity had a $312 million financing obligation
which resulted from the sale and leaseback of the real estate
associated with 181 Applebee's units and its Kansas support center
in 2008.  The balance on this liability will be reduced by
$61 million as leases associated with the 83 refranchised
restaurants are transferred to the franchisees.  Applebee's
strategy of selling total geographic markets at a time results in
a longer sales cycle; however, Fitch believes better access to
capital for franchisees could accelerate future transactions.
DineEquity has an agreement in place to sell an additional 36
units during the first quarter of 2011.

Liquidity, Debt Maturities and Covenants:

DineEquity's positive FCF is supplemented by a $50 million
revolver which expires Oct. 19, 2015 and $105 million of cash at
Sept. 30, 2010.  The company's liquidity is viewed as adequate
given the minimal cash needs of a highly franchised business.
Near-term maturities are limited, as the company's $900 million
term loan and $825 million of 9.5% senior unsecured notes are not
due until Oct. 19, 2017 and Oct. 19, 2018, respectively.

Financial covenants in DineEquity's secured credit facility
include a maximum consolidated leverage ratio covenant (defined as
total indebtedness minus no more than $75 million of cash-to-
EBITDA) of 7.5x beginning in 2011, stepping down to 6.0x by 2017.
Given that the company's leverage as defined by this covenant was
approximately 5.8x at Sept. 30, 2010, and Fitch expects leverage
to decline in 2011, DineEquity should have significant EBITDA
cushion under this covenant next year.  The company's guaranteed
senior unsecured notes do not have financial covenants but contain
a Negative Pledge clause that requires equal and ratable security
if non-permitted secured debt is incurred and have a change of
control put option at 101% of principal plus accrued and unpaid
interest.

Fitch has assigned these ratings to DineEquity, Inc.:

DineEquity, Inc.

  -- Long-term Issuer Default Rating at 'B';
  -- Bank credit facility at 'BB/RR1';
  -- Senior unsecured debt at 'B/RR4'.


DREIER LLP: Trustee Files 50 Preference Suits, Seeking $4 Mil.
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Dreier LLP filed upwards of 50
preference lawsuits to recover up to $4 million, according to
Joseph L. Steinfeld, a lawyer for the trustee.

Mr. Steinfeld is with the law firm Ask Financial LLP, which
specializes in helping trustees and bankrupt companies recover
preferences.

The two-year window after bankruptcy for filing preference suits
expires Dec. 16 for Dreier's Chapter 11 case.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on December 16, 2008.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as
counsel.  The Debtor estimated assets of $100 million to
$500 million, and debts between $10 million and $50 million in its
Chapter 11 petition.  Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


EARTHBOUND HOLDING: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to San Juan Bautista, California-based
Earthbound Holding III LLC.

Standard & Poor's also assigned its 'B+' issue-level ratings to
Earthbound's proposed $25 million revolving credit facility due
2015 and $225 million term loan B due 2016.  The recovery rating
on the notes is '2', indicating S&P's expectation of substantial
(70%to 90%) recovery in the event of a payment default.  The
company will use proceeds to refinance existing debt and fund a
$136 million dividend to shareholders.  The outlook is stable.

Pro forma for the debt incurred with the transaction, S&P
estimates Earthbound would have about $318 million in total debt
outstanding.

"The ratings on Earthbound reflect the company's narrow product
focus, limited international presence, and participation in the
highly competitive produce industry which is subject to
uncontrollable factors such as supply, weather, and crop disease,"
said Standard & Poor's credit analyst Alison Sullivan.  "The
ratings also reflect S&P's opinion that Earthbound's financial
profile is highly leveraged given its significant debt burden
within a volatile industry, and aggressive financial policy."

S&P views Earthbound's financial risk profile as highly leveraged.
The capital structure includes $40 million of 8% payment-in-kind
preferred stock, which S&P treat as debt for analytical purposes.
S&P estimates pro forma lease-adjusted total debt to EBITDA will
be high at about 5.4x, and funds from operations to total debt is
about 10%, for the 12 months ended Sept. 30, 2010.  S&P views the
company's financial policy as aggressive.  Earthbound is issuing a
$225 million term loan and an incremental $25 million of existing
mezzanine debt, to fund an approximate $136 million dividend to
shareholders (the company is 70% owned by HM Capital Partners) and
refinance existing debt and related expenses.  Following the
proposed transaction, S&P expects the company to apply excess cash
flow to repay debt.  In 2011, S&P estimates leverage could improve
to the low 5x area, based on low to mid single digit sales growth
and EBITDA margins close to current levels (Earthbound is a
private company and does not publish financial statements).

S&P views Earthbound's business risk profile as vulnerable.
Earthbound markets organic salads, fruits and vegetables under its
Earthbound Farm brand and other private label names.  The company
is vulnerable to changes in consumer tastes given its narrow
product focus, with about 70% of sales generated from organic
salads.  Despite weak economic conditions in the U.S., organic
salad industry sales (which tend to be higher priced than
conventional products) have continued to grow.  Earthbound
estimates it has greater than 50% market share within the
approximate $477 million U.S. organic salad market (as measured by
ACNielsen, which excludes the mass, club and natural channels).
Earthbound does not have significant customer concentration.

The company lacks geographic diversity as only a modest portion of
sales occur outside the U.S. Because of growing condition
requirements, leafy greens are grown primarily in California and
Arizona, although lettuce has a short growing cycle which helps to
mitigate the effect of any potential supply disruption.  Most of
the company's leafy greens are procured from growers under
exclusive agreements, which S&P believes helps to create a
somewhat stable supply.  In January 2010, Earthbound acquired
Mission Organics, an affiliated grower.  The vertical integration
helped to improve Earthbound's cost position and led to margin
improvement.  Earthbound's margins are stronger than most other
rated produce companies.

The outlook is stable.  S&P expects Earthbound will apply its cash
flow from operations to debt reduction and maintain EBITDA
covenant cushion of about 20% under financial covenants in its
proposed credit facility.  S&P would consider a lower rating if
the company faces operating challenges, which results in a
substantial increase in debt leverage and/or liquidity weakens
such that covenant cushion falls to 10%.  Relative to the 12
months ended Sept. 30, 2010, this could result from mid single-
digit sales growth, a 150 basis point decline in EBITDA margins,
and net debt reduction from mandatory amortization payments, over
the outlook period.  Although unlikely over the near term, S&P
would consider an upgrade if the company demonstrates consistent
operating performance and strong liquidity, reduces debt leverage
close to 4x, and maintains a financial policy consistent with a
higher rating.


ENERGY XXI: Fitch Assigns 'B' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has assigned these initial ratings to Energy XXI and
its subsidiaries:

Energy XXI

  -- Issuer Default Rating 'B';
  -- Convertible perpetual preferred 'CCC'/RR6.

Energy XXI Gulf Coast

  -- IDR 'B';
  -- Senior secured 1st lien revolver 'BB/RR1';
  -- Senior unsecured notes 'B'/RR4.

The Rating Outlook is Stable.  All debt is issued by the Energy
XXI Gulf Coast subsidiary with the exception of the convertible
perpetual preferreds, which is issued by Energy XXI (Bermuda).

Fitch has also assigned a 'B' rating to the company's planned
private placement issuance of $700 million in senior unsecured
notes due 2017.  Proceeds from that issuance are expected to be
used to help fund the company's recent Exxon property acquisition
and to retire existing 16% 2nd lien secured notes due 2014.  Given
the outstanding tender for all remaining 16% notes and the
expectation that they will be retired shortly, Fitch is not rating
them.

                        Ratings Rationale

Energy XXI Oil Corporation's ratings are supported by the
company's high exposure to liquids; reasonable operational
metrics; willingness to issue equity and equity-equivalent
instruments to fund growth; operator status on a majority of
properties; recent trend of debt reductions (prior to the
announced Exxon property acquisition); and the short-term cash
flow protections of its hedging position.  Rating issues for
bondholders include the company's high leverage; small size and
lack of basin diversification; vulnerability to hurricane risks;
higher risk ultra-deep shelf exploration program; ongoing
acquisition risk; and liquidity risk.

                    Exxon Property Acquisition

On Nov. 19, Energy XXI announced its $1.012 billion acquisition
of GoM properties from ExxonMobil, which will add 49.5 million
boe of 1p reserves, and approximately 19,000 boepd of production
to its core shallow water program.  Of the acquired reserves, 61%
are oil, and 68% proved developed.  As these are similar to Energy
XXI's current portfolio, the acquisition should not meaningfully
dilute Energy XXI's liquids-heavy profile and the higher cash
generation associated with that profile.  The proximity of the
acquired fields to existing EXXI properties and the lack of need
for major infrastructure tie-ins also means the acquired
properties are candidates for meaningful G&A synergies.  In
addition, the acquisition provides modest portfolio
diversificiation, with 50% of expected pro forma output coming
from the company's top four fields versus top two fields
previously.  Fitch anticipates that incremental cash flows from
the properties will be used to help fund EXXI's ultra-deep shelf
exploration program and modest debt reductions.  Near-term free
cash flow generation at EXXI is expected to remain constrained
until production from the company's ultra-deep shelf wells begins
to ramp up.

Energy XXI has high oil exposure relative to peers, with
approximately two-thirds of reserves and production comprised of
liquids (pre-acquisition).  Of this, a minimal amount is comprised
of lower-priced NGLs.  Given the wide disparity between oil and
natural gas pricing (btu equivalence of 6.0x versus recent price
equivalence in excess of 20x), EXXI's high exposure has enhanced
near-term cash generation.  To support its drilling budget, the
company maintains an active hedging program and has recently added
approximately 10,000 boepd of liquids hedges to lock in a portion
of the acquisition economics.  Only a nominal amount of hedges
remain on the natural gas side following recent hedge
monetizations.  Given the weakness of the gas forward curve, Fitch
anticipates EXXI's gas output will likely remain unhedged at least
over the next few quarters; however, oil hedging opportunities
remain robust.

EXXI's recent operational metrics are respectable.  As calculated
by Fitch, for fiscal year 2010, the company had one- and three-
year FD&A costs of $14.35/boe and $18.35/boe.  The company's all-
in one-year Reserve Replacement Ratio was 383%, while its organic
RRR was 82%.  In addition to the large reserves adds expected from
the Exxon acquisition, Fitch expects that organic RRR will begin
to rise in 2011 and beyond as the company begins to book reserves
from its ultra-deep shelf discoveries.

EXXI's recent stand-alone financial metrics have benefited from
recent debt reductions.  At June 30, 2010, EXXI's total debt had
declined to $774.6 million from $862.8 million seen the year
prior, resulting in debt/EBITDA leverage of 2.78x, debt/boe of
proven reserves of $10.24, debt/boe of proven developed reserves
of $14.73, and adjusted debt/boe of proven developed reserves of
$17.76/boe.  On a pro forma basis at Sept. 30, 2010 giving effect
to the acquisition, EXXI's debt would have climbed to
$1.278 billion.  However, given the increase in proven reserves,
pro forma debt/boe metrics remain reasonable for the rating
category, with debt/boe of proven reserves of approximately
$10.22, debt/boe of proven developed reserves of $14.89/boe, and
adjusted debt/boe of proven developed reserves (which includes
ARO) of $19.07/boe.  Fitch anticipates further reductions in
debt/boe metrics over the next several quarters through a
combination of debt reduction and reserve additions.

On a pro forma basis giving effect to the acquisition and related
financing, Energy XXI is expected to have liquidity of
approximately $200 million.  In relation to the acquisition, the
company has upsized its 1st lien secured revolver to $925 million
(borrowing base value of $700 million).  The borrowing base is
secured by 85% of the value of total reserves and 85% of the
proved developed producing reserves of the borrower and
subsidiaries.  Similar to other borrowing-based revolvers, the
base periodically resizes in line with the underlying value of the
collateral.  An important feature of the upsized revolver is the
$225 million Letters of Credit, which backstops EXXI's ability to
fund the asset retirement obligation liability associated with the
recently acquired Exxon properties.  This carve-out will lower
revolver availability by an equivalent amount over the next
several years, and will also reduce headroom on the 3.5x maximum
leverage ratio covenant.  The revolver, which was extended to
2014, also has a springing early maturity in the event that
existing 2013 notes are not repaid or refinanced.  In addition to
the maximum leverage covenant, the revolver contains a maximum
secured debt ratio, minimum interest coverage, and minimum current
ratio test.  On a PF basis following the refinancing, the only
other major maturity due will be the company's 2013 10% notes.

Catalysts for an upgrade to the rating include a sustained
reduction in debt/boe metrics and accompanying shift in managerial
philosophy on use of the balance sheet.  Catalysts for a downgrade
include a major hurricane or other operational problem leading to
extensive downtime; a sustained collapse in oil prices; or
unfavorable regulatory changes in the GoM which negatively impact
operations (inability to obtain drilling permits, much higher
bonding or insurance requirements, etc).

Energy XXI is a small independent E&P producer with operations
located in the offshore U.S. Gulf of Mexico and onshore GoM.  The
parent company, Energy XXI was incorporated in Bermuda in 2005 as
an E&P acquisition vehicle.  The company's main business
subsidiary is Energy XXI Gulf Coast, which is a Delaware Corp.  On
a pro forma basis following the announced Exxon property
acquisition, the company's total reserves were 125.1 million boe
(barrels of oil equivalent), proved and probable reserves of
158.1 million boe, and pro forma production of 45,000 boepd.


ENERGY XXI: Moody's Assigns 'Caa1' Rating on $700 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Energy XXI
Gulf Coast, Inc.'s proposed offering of $700 million Senior Notes
due 2017.  Moody's also affirmed Energy XXI's B3 Corporate Family
Rating and upgraded the $277 million 10% Senior Notes due 2013 to
Caa1 from Caa2.  The Speculative Grade Liquidity rating has been
lowered to SGL-3 from SGL-2 and the rating outlook is stable.  The
proceeds of the offering will be used to partially fund a
$1 billion asset acquisition and the repurchase or redemption of
the company's 16% Second Lien Junior Secured Notes due 2014.  The
B3 ratings on the second lien notes will be withdrawn following
their repurchase or redemption.  All of these rating actions are
based on the offering, acquisition and redemption being completed
as proposed.

                        Ratings Rationale

"This largely debt-funded acquisition has increased Energy XXI's
leverage metrics to high levels for its rating," commented Pete
Speer, Moody's Vice-President.  "However, the company's
significantly larger reserve and production scale supports the B3
corporate family rating."

Energy XXI recently agreed to acquire U.S. Gulf of Mexico shelf
properties from Exxon Mobil Corporation for $1.01 billion.  The
company will also assume an estimated $200 million of asset
retirement obligations as part of the acquisition.  The acquired
properties have proved reserves of approximately 49.5 million boe
and were producing almost 19,000 boe per day, of which
approximately 53% was oil production.  Including the estimated
future development and plugging and abandonment costs on the
properties, the all-in acquisition cost is around $36/boe.
Moody's view this as a full valuation, especially considering the
meaningful natural gas content in the reserves.  The acquisition
will be effectively funded with approximately $300 million of cash
proceeds remaining from the company's October 2010 common and
preferred stock offerings and debt raised from the senior notes
offering and revolver borrowings.  Energy XXI is simultaneously
refinancing approximately $224.5 million principal amount of
higher cost second lien notes.

This acquisition is much larger and more leveraging than Moody's
were anticipating in Moody's recent upgrade of Energy XXI's CFR to
B3.  While the company's pro forma reserve and production scale is
now larger than many higher rated independent exploration and
production companies, its pro forma debt/average daily production
of approximately $31,000 and debt/proved developed reserves of
$16/boe significantly exceed its B3 rated GOM focused peers and
most other B3 rated E&Ps.  Somewhat mitigating the high leverage
is Energy XXI's pro forma production volumes being 63% oil and a
proved developed reserve life of 5.3 years.

The stable outlook is based on Moody's expectation of continued
supportive oil prices and the company meeting its forecasts for
production growth, free cash flow and debt reduction to improve
its leverage metrics in 2011.  If leverage metrics don't improve
from pro forma levels that would pressure the ratings.  Declines
in sequential quarterly production volumes and/or significant
negative free cash flow could be early signs that the acquisition
is not meeting expectations and could result in a negative outlook
or ratings downgrade.  A positive rating action is not likely in
the near to medium term given the company's high leverage and the
ongoing event risk from its acquisition oriented growth strategy
and aggressive financial policies.

The SGL rating was lowered to SGL-3 from SGL-2 due to the use of
nearly all of Energy XXI's cash and lower revolver availability
following the acquisition.  The company has obtained an increase
in its borrowing base for its senior secured revolver to
$700 million, which would create pro forma availability of
approximately $167 million inclusive of anticipated borrowings and
the $225 million letters of credit to be posted to Exxon Mobil
pursuant to the acquisition to backstop Energy XXI's assumption of
the asset retirement obligations.  Moody's expects the company to
have sufficient covenant headroom and that the revolver
availability will provide adequate liquidity for 2011.

The Caa1 Senior Notes ratings reflect both the overall probability
of default of Energy XXI, to which Moody's assigns a PDR of B3,
and a loss given default of LGD5 (71% changed from 83%).  The
company has a $700 million borrowing base on its $925 million
senior secured revolving credit facility.  The Senior Notes are
unsecured and therefore are subordinate to the senior secured
credit facility's potential priority claim to the company's
assets.  This results in the Senior Notes being notched one rating
beneath the B3 CFR under Moody's Loss Given Default Methodology.

Energy XXI Gulf Coast, Inc., is a wholly owned subsidiary of
Energy XXI (Bermuda) Limited, a publicly traded independent
exploration and production company based in Houston, Texas.


ENERGY XXI: S&P Assigns 'B' Rating on Senior Unsec. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' senior unsecured
issue-level rating and '3' recovery rating to Energy XXI's
proposed $700 million senior unsecured notes due 2017.

At the same time, S&P lowered the rating on the company's senior
unsecured debt to 'B' from 'B+' and the recovery rating on this
debt to '3' (reflecting expectations for meaningful recovery [50%
to 70%] in the event of a payment default) from '2'.

The downgrade on the senior unsecured debt rating reflects the
increased unsecured obligations following the $700 note offering
relative to S&P's "stressed" recovery valuation of pro forma
reserves following the Exxon Mobil acquisition.  S&P's recovery
scenario values reserves using a price deck of $45 per barrel
crude oil and $4 per MMbtu natural gas.  In particular, S&P's
crude oil price assumption is significantly lower than current
forward prices, which average more than $80 per barrel.

S&P notes that the senior unsecured issue-level and recovery
ratings assume the successful completion of the current tender for
the 16% second-lien notes, and that the unsecured offering does
not materially exceed the proposed $700 million level.  If
actually results vary from S&P's assumptions, both the recovery
and issue ratings would be reassessed, and could be lowered.

The ratings on Energy XXI (B/Stable/--) reflect its modest reserve
size, its focus on the challenging Gulf of Mexico region that
requires high reinvestment to maintain production and reserve
levels, an elevated cost structure, and uncertainty about
potential delays in permitting processes in the Gulf of Mexico.

                           Ratings List

                     Energy XXI (Bermuda) Ltd.

       Corporate Credit Rating                  B/Stable/--

                         Ratings Assigned

                    Energy XXI Gulf Coast Inc.

            $700 Mil. Senior Unsec.Notes Due 2017   B
              Recovery Rating                       3

            Ratings Lowered; Recovery Ratings Revised

                    Energy XXI (Bermuda) Ltd.

                                             To           From
                                             --           ----
     Senior Unsecured Debt                   B            B+
       Recovery Rating                       3            2


EUGENE MORRIS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Eugene Francis Morris
               Michelle Marie Morris
                 fka Michelle Fogerty
              671 Eight Mile Creek Road
              Florence, MT 59833

Bankruptcy Case No.: 10-62775

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtors' Counsel: Harold V. Dye, Esq.
                  P.O. Box 9198
                  Missoula, MT 59807-9198
                  Tel: (406) 542-5205
                  E-mail: firm@dyemoelaw.com

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

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

The Joint Debtors did not file a list of creditors together with
its petition.


EVA ANDERSON: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eva Anderson
        1964 Saxon Valley Circle
        Atlanta, GA 30319

Bankruptcy Case No.: 10-95455

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  TAYLOR & ASSOCIATES, LLC
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  E-mail: dorna.taylor@taylorattorneys.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 eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-95455.pdf


EXIDE TECHNOLOGIES: Proposes to Cease Distribution of Warrants
--------------------------------------------------------------
Exide Technologies seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to cease the distribution of
warrants issued under a 2004 agreement with American Stock
Transfer & Trust Company.

Exide wants to stop the distribution of the warrants after their
expiration on May 5, 2011.

Under the terms of Exide's Joint Plan of Reorganization confirmed
by the Court, holders of allowed claims in Class P4 receive a pro
rata distribution of 10% of the New Exide Common Stock and the
New Exide Warrants.  Since the effective date of the Plan, Exide
has made periodic quarterly distributions to holders of allowed
Class P4 claims in accordance with the terms of the Joint Plan.

The New Exide Warrants are warrants to purchase up to 6.25
million shares of New Exide Common Stock at a strike price
originally set at $32.11.  Warrants are securities that give the
holder the right, but not the obligation, to buy a certain number
of securities -- usually the issuer's common stock -- at a
certain price before a certain time.

Under the terms of the Joint Plan, the New Exide Warrants expire
seven years after the Effective Date, or May 5, 2011, at 5:00
p.m., New York City time.

"Upon expiry, by their own terms, the warrants are void and have
no value," says Bruce Grohsgal, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.

"No creditor could reasonably expect Exide to continue
distribution of an expired security that is void and has no value
by its own terms," Mr. Grohsgal says in court papers.

According to the lawyer, the warrants have been "out of the
money" since their issuance, and that none of their holders have
exercised those warrants.

In the last year, the warrants have closed trading at a 52-week
high of $0.22, and a 52- week low of $0.01.  Since April 1, 2010,
they have closed at a trading price of equal to or less than
$0.05.

Mr. Grohsgal further says that some of the remaining "open Class
P4 claims" may not also be resolved and distributed by the
expiration date.

As of November 19, 2010, there remain approximately 54 holders of
open, disputed Class P4 claims, some of which are subject to
pending objections or have already been settled but their
distribution is still pending.

Mr. Grohsgal says that Exide will continue to abide by the terms
of the restructuring plan with respect to the distribution of the
warrants prior to their expiration.

In compliance with the restructuring plan, any Class P4 claims
that are allowed before March 31, 2011, will be included in
Exide's regularly scheduled April 20, 2011, distribution and will
receive the warrants, according to Mr. Grohsgal.

As further accommodation to holders of open Class P4 claims,
Exide will make a special distribution on April 28, 2011, for any
of those claims that are allowed during the period March 31 to
April 21, 2011.  To be included in the special distribution, the
Class P4 claim must be allowed, by agreement of the parties or by
order of the Court, no later than April 21, 2011.  Any claim
allowed after that date will not receive warrants.

Exide also seeks court approval to provide notice to all holders
of open Class P4 claims about the expiration of the warrants.
The company also intends to publish the notice in the national
edition of the Wall Street Journal within 30 days after approval
of its request.

The Court will consider approval of the request at the hearing
scheduled for December 16, 2010.  Deadline for filing objections
is December 9, 2010.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Seeks 4 Months to Remove State Court Actions
----------------------------------------------------------------
Exide Technologies seeks a four-month extension for filing
notices of removal with respect to state court cases brought
against the company styled

  (a) Anh-Thi Winkler and William F. Winkler vs. Berks Products
      Corp., Exide Technologies and Empire Steel Casting Inc.,
      Case No. 08-2580; and

  (b) Christopher Orth vs. Berks Products Corp., Exide
      Technologies and Empire Steel Casting Inc., Case No. 08-
      2584.

The two cases were filed in the Court of Common Pleas of Berks
County, in Pennsylvania.

Exide wants the removal deadline with respect these cases
extended from November 30, 2010, to March 31, 2011.

James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said the company needs more time to further
investigate the claims of the complainants and to determine
whether removal of those cases is appropriate.

Mr. O'Neill said Exide could not assess if the claims are related
to or they arose in its Chapter 11 case since the allegations
raised in the state court cases are "vague, ambiguous and
incomplete."

The lawyer further said that there is reason to suspect that the
claims arose prior to Exide's bankruptcy case, were barred or
enjoined by court orders, and were discharged pursuant to the
April 21, 2004 confirmation order.

The Court will hold a hearing on December 16, 2010, to consider
approval of the request.  By application of Del.Bankr.LR 9006-2,
the deadline to remove the cases is automatically extended until
the conclusion of that hearing.

Deadline for filing objections is December 9, 2010.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Wants Until Feb. 28 to Remove Fla. Action
-------------------------------------------------------------
Exide Technologies asks the Bankruptcy Court to move to February
28, 2011, the deadline for filing notices of removal with respect
to a state court case filed by the Florida Department of
Environmental Protection.

The case, presently styled State of Florida Dept. of Environ.
Protection v. Exide Technologies, Inc., Case No. 2009-CA-8357,
was filed in the Circuit Court of Orange County, in Florida.

The extension, if approved, would allow Exide to further
investigate the claims asserted in the state court case and to
determine whether removal of the case is appropriate, according
to James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

By application of Del.Bankr.LR 9006-2, the deadline to remove the
action will be automatically extended to December 16, 2010, which
is the date of the hearing to consider the proposed extension.
Deadline for filing objections is December 9, 2010.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


EXIDE TECHNOLOGIES: Objects to Bay Corrugated, et al., Claims
-------------------------------------------------------------
Exide Technologies asks the Bankruptcy Court to disallow and
expunge Claim No. 5515 filed by Bay Corrugated Container, Inc.

Exide argues that Bay Corrugated did not file documents in
support of its claim and that the creditor failed to allege facts
or damages necessary to support a compensable claim.

The Debtor, meanwhile, seeks the reduction and allowance of Claim
No. 5586 filed by Total Tool Supply Inc., and Claim No. 3225
filed by EMS Chemie North America Inc.  Both claims stemmed from
alleged contractual obligations under certain agreements.

Exide seeks to liquidate and allow Claim No. 5586 for $49,622,
and Claim No. 3225 for $3,723, as general unsecured, non-priority
Class P4-A claims.

The Court will hold a hearing on February 8, 2011, to consider
the proposed disallowance of Bay Corrugated's claim, and on
December 16, 2010, to consider the proposed treatment of the two
other claims.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  In August 2010, when it affirmed the ratings, S&P
explained, "The ratings on Exide reflect S&P's expectation that
sales and profitability will improve gradually as demand
increases.  The ratings also reflect Exide's vulnerable business
risk profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
and high fixed costs and capital intensity."

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.


FGIC CORP: Policyholders to Negotiate Restructuring Plan
--------------------------------------------------------
Investors holding securities guaranteed by Financial Guaranty
Insurance Company have recently formed a policyholder group in
light of FGIC's unsuccessful exchange offer which expired on
October 22, 2010.  The purpose of the policyholder group is to
negotiate a proposed restructuring plan with FGIC in the coming
weeks.  The policyholder group has formed a steering committee to
spearhead negotiations and evaluate certain non-public
information.  The Steering Committee consists of significant
holders of FGIC insured securities.  Throughout the coming weeks,
the Steering Committee and its advisors will work closely with
FGIC to construct a proposed restructuring plan that will be
equitable to all policyholders and other creditors, which FGIC
would submit to the New York Superintendent of Insurance as soon
as practical, expected to be no later than January 31, 2011.

All policyholders will have the opportunity to work together as
one group over the coming weeks on the proposed plan.  The goal of
the plan is to permit FGIC to begin, in 2011, to pay policyholders
on their claims in cash and other consideration.  The Steering
Committee believes that the proposed restructuring plan would be a
far better result for policyholders than a liquidation of the
Company under New York Insurance Law Article 74.

"We are optimistic about our prospects for reaching a global
resolution in short order," said James Walker of Fir Tree, a
member of the Steering Committee.  "FGIC has been receptive to our
ideas, and we are making good progress on our due diligence.  We
have also shared our plans with the NYSID.  We believe it is in
the interest of all parties -- the Company, policyholders, and
others -- to avoid a liquidation scenario, which could result in a
significant delay in the payment of claims by FGIC."

The policyholder group includes holders of FGIC guaranteed
residential mortgage backed securities, asset backed securities
and municipal bonds, and is open to holders of all of FGIC's
guaranteed securities. Representatives of the Steering Committee
have been meeting regularly with FGIC over the past several weeks
and have also had discussions with the NYSID.  They hope to
conclude negotiations in the next several weeks.

The policyholder group has engaged Bingham McCutchen LLP as legal
counsel and Rothschild, Inc., as financial adviser.  "Our goal is
to expand the policyholder group as much as possible to get input
from a very broad range of security holders with differing
interests and views.  In that way, we can ensure that any
restructuring plan that is ultimately proposed enjoys the broadest
support possible," said Kaye Handley of AIG Asset Management,
another member of the Steering Committee.  "We encourage holders
of FGIC guaranteed debt to join the group or find other ways to
make their views known to us."

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash,
Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the
Debtor.  Garden City Group, Inc., is the Debtor's claims and
notice agent.  The Company disclosed $11,539,834 in assets and
$391,555,568 in liabilities as of the petition Date.

As reported by the Troubled Company Reporter on August 16, 2010,
FGIC filed a plan of reorganization and disclosure statement.  The
Plan negotiated between FGIC Corp. and its key creditors and
shareholders will allow the FGIC Corp. to cancel debt obligations
in the aggregate amount of $391.5 million.  The Plan provides that
holders of general unsecured claims against FGIC Corp. -- which
include holders of outstanding debt under FGIC Corp.'s prepetition
revolving credit facility and holders of FGIC Corp.'s 6% Senior
Notes due 2034 -- will receive substantially all of its $11.5
million in cash and the common stock in Reorganized FGIC Corp.
The three largest common shareholders of FGIC Corp., representing
over 90% of its common stock, have agreed to the cancellation of
their equity interests pursuant to the Plan and have agreed to
waive general unsecured claims against the estate in the aggregate
amount of $7.2 million.  As agreed upon with FGIC Corp.'s major
creditors, Reorganized FGIC Corp. will be capitalized with no more
than $400,000 to fund its business needs and will continue to
operate as an insurance holding company after the Effective Date
of the Plan.


FIDDLER'S CREEK: Secured Lender Has Plan for Project
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Colonnade Naples Land LLC, a secured lender owed
$52.6 million, is asking the bankruptcy court to terminate
Fiddler's Creek LLC's exclusive period to propose a Chapter 11
plan.  A December 16 hearing is scheduled for the request.

According to Mr. Rochelle, in its proposed plan, Colonnade called
Fiddler's, which also owes $98 million in other secured debt, a
"horizontal fractured real estate project."  It said there is
"nothing unique or special" to distinguish the Fiddler's case from
the "fractured condominiums that have permeated the docket of this
court and courts throughout the nation during the last two years."

Colonnade, the report relates, said Fiddler's is generating almost
no income while consuming $6.5 million in secured financing
provided by an affiliate which was given a lien prior to existing
debt.

Colonnade said there were no "meaningful discussions" about a
Chapter 11 plan.

                       About Fiddler's Creek

Fiddler's Creek, LLC, et al., each own, operate and/or are
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the City of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Naples, Florida-based Fiddler's Creek, LLC, filed for Chapter 11
bankruptcy protection on February 23, 2010 (Bankr. M.D. Fla. Case
No. 10-03846).  Paul J. Battista and the law firm of Genovese
Joblove & Battista, P.A., serve as general bankruptcy counsel.
Judge Alexander L. Paskay presides over the case.  The Company
estimated assets and debts at $100,000,001 to $500,000,000.


FIRST DATA: Raises Exchange Offer Size After 86% of Notes Tendered
------------------------------------------------------------------
Nathan Becker, writing for Dow Jones Newswires, reports that First
Data gave preliminary results of its exchange offer involving
$7.46 billion of debt, saying 86% of it has been tendered,
prompting the Company to boost the deal's maximum size by $500
million to $6 billion.  First Data said $6.4 billion of the notes
had been tendered.

Dow Jones notes First Data is highly leveraged, which situation
was caused by the 2007 buyout by Kohlberg Kravis Roberts & Co. for
$26.4 billion.

As reported by the Troubled Company Reporter on November 19, 2010,
First Data is offering to exchange for each $1,000 par value
senior unsecured note (either the 9.875% cash pay notes due 2015
or the 10.55% PIK notes due 2015) an equivalent principal amount
of notes comprised of $500 of second lien notes and $500 of new
senior unsecured notes.  The new second lien notes may, at the
election of the note holder, be in the form of cash pay notes or
PIK toggle notes (the amount of PIK toggle notes is subject to
minimum and maximum demand thresholds of $500 million and
$1 billion, respectively).

The proposed cash pay second lien notes and new senior unsecured
notes have a maturity date of 2021.  The proposed PIK toggle
second lien notes have a maturity date of 2022.

The Early Tender Date was 5:00 p.m., New York City time, on
December 1, 2010.

The maximum aggregate principal amount of New Notes issued in the
Exchange Offers will not exceed $5.5 billion.

Dow Jones further notes First Data last month said its third-
quarter loss widened amid increased expenses and restructuring
costs even as revenue increased 7.8%.  It hasn't been profitable
since the buyout was completed.

                        About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

As reported by the Troubled Company Reporter on November 23, 2010,
Moody's Investors Service expects First Data's new debt
instruments will likely be rated Caa1 assuming that 50% of the old
notes are exchanged.  The final ratings and Loss Given Default
assessments will be determined ultimately by the allocation
between the new and old notes upon completion of the debt
exchange.

The last rating action was on August 11, 2010, when Moody's
assigned a B1 rating to First Data's new $500 million senior
secured first lien notes and affirmed the company's B3 CFR and
existing ratings with a stable outlook.

The TCR also reported November 23, 2010, that Fitch Ratings
expects to assign a 'CCC/RR6' rating to First Data's proposed
issuance of up to $2.75 billion in second lien notes as part of
its exchange offer.


FIRST OCCUPATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: First Occupational Center of New Jersey, Inc.
        391 Lakeside Avenue
        Orange, NJ 07050

Bankruptcy Case No.: 10-47328

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  MIDDLEBROOKS SHAPIRO & NACHBAR, P.C.
                  1767 Morris Avenue, Suite 2A
                  Union, NJ 07083
                  Tel: (908) 687-6161
                  Fax: (908) 687-9090
                  E-mail: middlebrooks@middlebrooksshapiro.com

Scheduled Assets: $4,693,595

Scheduled Debts: $8,344,272

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-47328.pdf

The petition was signed by Rocco Meola, president.


FLESS 5: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Fless 5 Development, Inc.
        9306 Flatlands Avenue
        Brooklyn, NY 11236

Bankruptcy Case No.: 10-51292

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Michael A. King, Esq.
                  41 Schermerhorn Street
                  PMB 228
                  Brooklyn, NY 11201
                  Tel: (718) 240-0135
                  Fax: (732) 234-3191
                  E-mail: Romeo1860@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-51292.pdf

The petition was signed by Steven Bonofino, president.


FLETCHER GRANITE: Committee Renews Motion for NHB as Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Fletcher Granite Company LLC filed with the U.S.
Bankruptcy Court for the District of Massachusetts a renewed
motion for permission to employ NHB Advisors, Inc., as financial
advisor.

In an October 27 order, the Court denied the motion pending the
submission of a revised application.  The Debtors objected to the
initial application on grounds that certain of the proposed tasks
were overly broad given the Debtor's non-operating status.

The Committee revised NHB's scope of work to reflect, among other
things:

   -- review and analyze historical financial performance, and
      transactions between and among the Debtors, their creditors,
      affiliates and other entities;

   -- review the assumptions underlying any potential plan of
      liquidation, if any is proposed; and

   -- review and analyze all material contracts and agreements in
      connection with a proposed sale of all or substantially all
      of the Debtor's assets.

The hourly rates of NHB's personnel are:

     Edward T. Gavin, CTP           $525
     Michael W. Savage, CTP, CIRA   $400

From time to time, other NHB principals, advisors and associates
may be involved in the cases as needed.  Hourly rates of these
principals, advisors and associates range from $250 to $600.

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

                       About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for
buildings, bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection on
August 2, 2010 (Bankr. D. Mass. Case No. 10-43884).  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, serve as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee has
formed a five-member Official Committee of Unsecured Creditors.


FLORIDA REPROGRAPHICS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Florida Reprographics, Inc.
        633 N. Franklin Street
        Tampa, FL 33602

Bankruptcy Case No.: 10-28642

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Adam L. Alpert, Esq.
                  BUSH ROSS P.A.
                  P.O. Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620
                  E-mail: aalpert@bushross.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-28642.pdf

The petition was signed by Christopher Charles, president.


FORD MOTOR: Swaps 2.54-Bil. Notes for 274MM Shares & $547MM Cash
----------------------------------------------------------------
Ford Motor Company filed with the Securities and Exchange
Commission, on November 24, 2010, Amendment No. 2 to its Offer
Statement on Schedule TO, in connection with its offer to
exchange:

   (a) for each $1,000 principal amount of the Company's 4.25%
       Senior Convertible Notes due December 15, 2036: (i)
       108.6957 shares of the Company's common stock, par value
       $0.01 per share; (ii) $190.00 in cash; and (iii) accrued
       and unpaid interest to, but excluding, the Settlement Date,
       which is expected to be approximately $19.4792, payable in
       cash; and

   (b) for each $1,000 principal amount of the Company's 4.25%
       Senior Convertible Notes due November 15, 2016:  (i)
       107.5269 shares of the Company's Common Stock; (ii) $215.00
       in cash; and (iii) accrued and unpaid interest to, but
       excluding, the Settlement Date, which is expected to be
       approximately $1.7708, payable in cash.

Ford sought to exchange any and all outstanding Convertible Notes
in the Exchange Offers.

The Exchange Offers commenced on October 26, 2010, expired at
12:00 midnight, New York City time, at the end of November 23,
2010, and are expected to be settled on November 30, 2010.

On November 24, 2010, Ford accepted for conversion all Convertible
Notes that were validly tendered and not withdrawn as of the
Exchange Date.  Based on the final count by Computershare Inc.,
the exchange agent for the Exchange Offers, $553,513,000 aggregate
principal amount of the 2036 Convertible Notes, representing
approximately 96% of the issued and outstanding 2036 Convertible
Notes, were tendered and accepted for conversion and
$1,992,257,000 aggregate principal amount of the 2016 Convertible
Notes, representing approximately 69% of the issued and
outstanding 2016 Convertible Notes, were tendered and accepted for
conversion.

This will result in Ford issuing on the Settlement Date
274,385,596 shares of Common Stock and making cash payments of
$547,814,324 (including $14,309,879 in accrued and unpaid interest
on the Convertible Notes and $1,720 in lieu of fractional shares).
Delivery of the shares of Common Stock and the cash payment
amounts in exchange for accepted Convertible Notes will be made by
the Exchange Agent on the Settlement Date.  After settlement of
the Exchange Offers, $24,996,000 aggregate principal amount of the
2036 Convertible Notes and $882,743,000 aggregate principal amount
of the 2016 Convertible Notes will remain outstanding.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford's balance sheet at Sept. 30, 2010, showed $177.07 billion in
total assets, $178.81 billion in total liabilities, and a
stockholders' deficit of $1.77 billion.

                           *     *     *

As reported by the Troubled Company Reporter on October 12, 2010,
Moody's Investors Service raised the Corporate Family Rating of
Ford Motor to Ba2 from B1.  Other ratings that were raised include
Probability of Default to Ba2 from B1; senior secured credit
facility to Baa3 from Ba1; senior unsecured to Ba3 from B2; and,
preferred stock to B1 from B3.  Moody's also raised the CFR and
senior unsecured ratings of Ford Motor Credit Company LLC, FCE
Bank Plc, and Ford Credit Canada Limited to Ba2 from Ba3.  The
rating outlook for Ford and Ford Credit is stable.

Moody's said Ford's operating performance exceeded expectations
during the first half of 2010.  Moody's believe that Ford is well
positioned to continue generating strong earnings and cash flow
through 2011, and to further strengthen its balance sheet.  Ford's
ability to achieve this progress will be supported by the much
healthier industry fundamentals that have resulted from the
extensive restructuring of the US automotive sector during the
past two years, and by Ford's highly competitive product
portfolio.

As reported by the TCR in August 2010, Dominion Bond Rating
Service upgraded the Issuer Rating of Ford Motor to BB (low) from
B; Fitch Ratings upgraded Ford's and Ford Motor Credit's Issuer
Default Ratings to 'BB-' from 'B'; and Standard & Poor's Ratings
Services raised its corporate credit rating on Ford Motor and Ford
Motor Credit LLC to 'B+' from 'B-'.  The rating agencies cited
Ford's strong financial performance and substantial debt reduction
accomplished in the second quarter of 2010.


FRANK JODZIO: Taps CBIZ Valuation as Financial Advisor
------------------------------------------------------
Frank M. Jodzio asks for authorization from the U.S. Bankruptcy
Court for the Southern District of California to employ CBIZ
Valuation Group, LLC, as financial advisor.

CBIZ Valuation's services will include consultation with regard to
the pending case, including discovery matters and an evaluation of
the testimony provided by the opposing party's expert witnesses.

CBIZ Valuation will be paid based on the rates of its
professionals:

     Jeffrey Sumpter                     $400
     Other Professional Staff            $200

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

San Diego, California-based Frank M. Jodzio is an attorney
licensed to practice law in the State of California and owns and
manages 13 investment properties.  He filed for Chapter 11
bankruptcy protection on July 2, 2010 (Bankr. S.D. Calif. Case No.
10-11788).  Philip J. Giacinti, Jr., Esq., at Procopio Cory
Hargreaves & Savitch, assists the Debtor in his restructuring
effort.  The Debtor estimated his assets at $10 million to
$50 million and debts at $1 million to $10 million.


FT SILFIES: In Settlement Talks with Chrysler Fin'l and DCFS
------------------------------------------------------------
F.T. Silfies, Inc., and Price Trucking, Inc., together with
Chrysler Financial Services, LLC, and DCFS USA LLC, as
assignee/successor in interest to DaimlerChrysler Financial
Services Americas LLC, stipulate and agree to continue the hearing
on the Debtors' Motion to Compel Turnover and the Motion for
Relief from Automatic Stay filed by DCFS.

The Hearing was scheduled for December 2, 2010, at 1:00 p.m.  The
Parties are in the process of negotiating a resolution of all of
the issues between them and require additional time to continue
negotiations.  The Parties agree to continue the Hearing to a date
to be determined at a later time.

The Hon. Nancy V. Alquist signed off on the Stipulation.  A copy
of the Nov. 30 Stipulation is available at http://is.gd/i4StAfrom
Leagle.com.

F.T. Silfies Inc. and affiliate Price Trucking Inc. operate 150
tractors and almost 400 trailers.  Silfies is based in Allentown,
Pennsylvania, while Price has headquarters in Aberdeen, Maryland.

Silfies and Price filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case Nos. 09-15049 and 09-15044) on March 25, 2009.
Brent C. Strickland, Esq., J. Daniel Vorsteg, Esq., Cara D.
Chasney, Esq., at Whiteford, Taylor & Preston L.L.P., in
Baltimore, Maryland, served as counsel for the Debtors.  Both
Debtors said their assets and debts are less than $50 million.

The Debtors filed a Consolidated Plan of Reorganization as Amended
on October 13, 2009.  The Bankruptcy Court confirmed the Debtors'
Plan on November 20, 2009.


GENON ENERGY: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default Rating at GenOn Energy, consistent with
RRI Energy's current ratings.  RRI, soon to be renamed GenOn, will
be the surviving entity resulting from the pending merger of RRI
and Mirant Corporation.  Moody's incorporate a view that the
transaction will be closing imminently.  The rating outlook is
stable.

In addition, Moody's affirmed GenOn's (P) B2 rating for the senior
secured credit facility and term loan; the B3 senior unsecured
rating at RRI and at Mirant Americas Generation; and the Ba1 pass-
through certificate rating for both Mirant Mid-Atlantic, LLC
(MIRMA) and Reliant Energy Mid-Atlantic Holdings.  The Ba1 ratings
for senior secured lease obligations bonds of MIRMA and REMA are
one notch higher than the LGD-template implied rating and reflects
favorable structural elements, such as a restricted payments test,
which in Moody's view improves recovery prospects for these bonds
in a default scenario.  GenOn's senior secured revolving credit
facility and term loan facility will be rated B2, as these
facilities are expected to become effective with the merger's
closing.

Based on Moody's understanding of the merger mechanics, upon
closing, Moody's will withdraw the B1 CFR, B1 PDR and SGL-1
speculative grade liquidity rating assigned to Mirant.  Moody's
will also withdraw the ratings for Mirant North America, including
its Ba2 senior secured rating and B1 senior unsecured rating, as
these obligations will be terminated, repaid or discharged at
closing.  RRI's B3 Long Term Issuer Rating will also be withdrawn.

Also, based on Moody's understanding of the merger mechanics, upon
closing, the senior secured tax-exempt Pennsylvania Economic
Development Financing Authority (Reliant Energy Seward, LLC
Project) bonds, Series 2001A, 2002A, 2002B, 2003A and 2004A will
be upgraded to Ba1 from B1, as a result of the defeasance-type
transaction which is expected to occur at closing.

GenOn's pro-forma credit profile is benefited by the increased
scale and diversity of approximately 25 GW's of non-regulated
generating assets and the ability to capture operating cost
synergies that are not readily available to either company on a
stand-alone basis.  The rating also incorporates a view that the
current commodity market environment, which can be characterized
as having relatively low prices, will continue to pressure the
combined financial profile of GenOn for the next few years.  As a
result, Moody's estimate a pro-forma combined ratio of cash flow
to debt to be in the mid-to-high single digits, which Moody's
believes is in consistent with a B2 CFR.

Moody's expects the outlook for the merged GenOn to be stable
reflecting the company's relatively stable, but weak, financial
profile over the near-term, and considers the low commodity market
environment, which is expected to remain for a sustained period of
time, increasingly stringent environmental mandates, which are
expected to add to operating costs and potentially, incremental
capital investment requirements.  Rating upgrades could occur with
a material strengthening of the balance sheet and sustained cash
flow to debt metrics above 10%.  Ratings could be downgraded is
GenOn's financial profile weakened any further, to where the cash
flow to debt metrics were in the 5% or below range for a sustained
period of time, or if the company experienced any liquidity-
related challenges associated with its hedging program or trading
operation, which is the only operation remaining in Atlanta, GA.

GenOn is headquartered in Houston, Texas.


GLO-TEX INT'L: Petitioners Can Pursue Suits v. Ex-Shareholders
--------------------------------------------------------------
Delta Electrical Contractors of S.C., Inc., Crescent Bay Builders,
LLC, and Crescent Bay Supply, LLC, seek authorization from the
Chapter 7 Trustee for Glo-Tex International, Inc., to pursue
various causes of action against Lawrence O. Goldstein and Janice
Goldstein, which were pending in the South Carolina Court of
Common Pleas when Glo-Tex's bankruptcy case was filed.  The
Goldsteins are the former shareholders and officers of the Debtor.
The Goldsteins object, arguing that the claims which Delta et al.
seek to pursue have been settled and a full release of the claims
has been delivered to them by the Chapter 7 Trustee in a
bankruptcy adversary proceeding (Bankr. D. S.C. Adv. Pro. No. 09-
80063).  The Chapter 7 Trustee filed no response to Delta et al.'s
request and made no appearance in the matter.

The Hon. John E. Waites concludes that the Chapter 7 Trustee's
settlement does not extinguish or release Delta et al.'s direct
causes of action against the Goldsteins.  Therefore, the Court
grants Delta et al.'s request to pursue certain causes of action
in state court.

Based in Spartanburg, South Carolina, Glo-Tex International, Inc.,
aka Glo-Tex Chemical -- http://www.glotex.com/-- was a specialty
chemical company.  Delta Electrical Contractors of S.C., Inc.,
Crescent Bay Builders, LLC, and Crescent Bay Supply, LLC, filed an
involuntary Chapter 11 petition (Bankr. D. S.C. Case No. 07-06449)
against the Debtor on November 21, 2007.  Randy A. Skinner, Esq.,
at Skinner and Associates Law Firm, L.L.C., in Greenville, South
Carolina, represented the Petitioners.  The Court entered its
Order for Relief (Involuntary) Under Chapter 11 on January 2,
2008.  The case was converted to a Chapter 7 case on March 12,
2008.


GLEN ROSE: Posts $1 Million Net Loss in September 30 Quarter
------------------------------------------------------------
Glen Rose Petroleum Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.02 million on $236,915 of oil and
gas sales for the three months ended September 30, 2010, compared
with a net loss of $306,793 on $28,932 of sales for the three
months ended
September 30, 2009.

The Company had a net loss of $2.59 million for the six months
ended September 30, 2010, and a net loss of $2.51 million for the
fiscal year ended March 31, 2010, and, as of the same periods, the
Company had an accumulated deficit of $53.53 million, and
$50.94 million, respectively.

The Company's balance sheet at September 30, 2010, showed
$7.59 million in total assets, $6.10 million in total liabilities,
and stockholders' equity of $1.49 million.

Jonathon P. Reuben CPA, An Accountancy Corporation, expressed
substantial doubt about Glen Rose's ability to continue as a going
concern, following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has incurred significant losses and has an accumulated deficit of
$50.94 million as of March 31, 2010.

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

               http://researcharchives.com/t/s?7049

                         About Glen Rose

Katy, Tex.-based Glen Rose Petroleum Corporation (OTC BB: GLRP)
-- http://www.glenrosepetroleum.com/-- owns UHC Petroleum
Corporation, a Texas corporation, which is a licensed operator
with the Texas Railroad Commission.  UHC Petroleum is an
independent producer of crude oil based in Katy, Texas.  UHC
Petroleum operates the Wardlaw Field, which lies in Edwards
County, Texas in the southeast portion of the Val Verde Basin and
is approximately 28 miles west of Rocksprings and 550 miles west
of Dallas.


GOLDEN EAGLE: Reports $3.7 Million Net Income in Q3 2010
--------------------------------------------------------
Golden Eagle International, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $3.71 million for the three
months ended September 30, 2010, compared with a net loss of
$619,469 for the three months ended September 30, 2009.

The Company did not engage in any operations at the Jerritt Canyon
Mill, a 4,000 tpd gold processing mill located near Elko, Nevada,
during the nine-month period ended September 30, 2010.  The
Company, however, reached a legal settlement, with Yukon-Nevada
Gold Corporation during the quarter ended September 30, 2010,
which resulted in significant non-recurring other income.

The Company has an accumulated deficit of $58.25 million as of
September 30, 2010.  "We are not currently engaged in any
operations that generate revenue and are not likely to engage in
any such activities in the near future," the Company said in the
filing.

The Company's balance sheet at September 30, 2010, showed
$8.17 million in total assets, $2.19 million in total liabilities,
all current, and stockholders' equity of $5.98 million.

As reported in the Troubled Company Reporter on June 1, 2010,
Chisholm, Bierwolf, Nilson & Morrill LLC, in Bountiful, Utah,
expressed substantial doubt about Golden Eagle's ability as a
going concern, following the Company's 2009 results.  The
independent auditors noted the Company has a significant working
capital deficit, has incurred significant losses since inception,
and is dependent of financing to continue operations.

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

               http://researcharchives.com/t/s?705e

Salt Lake City, Utah-based Golden Eagle International Inc.
-- http://www.geii.com/-- owns the Gold Bar Mill and Plant
located outside of Eureka, Nevada.  The Gold Bar Mill was not in
operation when the Company acquired it, and it has not been in
operation during the Company's period of ownership.  At the
present time, the Gold Bar Mill is the Company's only significant
asset other than cash and cash equivalent assets and obligations
owed to the Company by Yukon-Nevada Gold Corp. and its subsidiary,
Queenstake Resources USA, Inc.


GP INVESTMENTS: Fitch Affirms 'B+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of GP Investments Ltd.:

  -- Foreign Currency Issuer Default Rating at 'B+';
  -- Senior Unsecured 'B+/RR4'.

The Rating Outlook is Stable.

GP's ratings are supported by the franchise of the company and the
experience of its management team, solid capital base, and
adequate liquidity.  However, the ratings are constrained by the
concentrated nature of the investment portfolio, the still tight
recurring cash flow, and high leverage from a cash flow
perspective.  The uncertainty related to the maturation period of
the investment portfolio and GP's ability to realize investment
gains is also considered.

Further increases on recurring income and a more diversified
investment base would benefit GP's IDR, while a further increase
of its leverage could negatively pressure the ratings.

GP manages its leverage conservatively, using mostly its capital
and a perpetual debt issuance as the largest provider of funds to
expand its asset base.  As of September 2010, total financial debt
(bank loans plus perpetuals) represented 0.6 times its core
equity, though those figures may be seen as relatively high given
its still weak cash flow generation.  Given the still limited
recurring cash flow, the long-term debt to recurring EBITDA, and
debt service coverage ratio are considered low and volatile (44.3x
and 0.18x, respectively, as of September 2010).

Because of the nature of the business and conservative risk
control policies, GP has sustained appropriate asset and liability
management in terms of liquidity and currency.  As such, liquid
assets have represented on average 28% of its assets and covered
its medium-term bank loans more than 2.5x since 2009.  Worth
mentioning is that those ample liquidity levels, which at the
moment comfortably exceed the current investment commitments, are
also explained by the need to hold a significant amount of cash to
deploy its investment plans should it be required.

The increase in the size of the assets under management and the
efforts toward operating expense control have aided GP in
overcoming its historically negative recurrent cash flow and
resulted in strong growth of its recurring EBITDA.  Excluding non-
controlling interests, recurring income defined as management fees
covered 95% of operating expenses (excluding stock options
expenses) as of the first nine months of 2010 (breakeven point in
fiscal 2009); performance fees have aided in strengthening such
numbers.  Overall profitability remains challenged and volatile
given the burden of the valuation trends of its investment
portfolio.

The investment portfolio remains highly concentrated, and in line
with previous expectations given GP's investment policy.  At
Sept. 30, 2010, the investment portfolio was distributed in nine
equity participations, with the largest representing approximately
18% of GP's equity and four others representing more than 5%.

GP is a Bermuda exempted company that consolidates the activities
of a private equity business and an asset management business in
Latin America.


GREENSBURG STATION: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Greensburg Station, LLC
        2075 N. Michigan Road
        Greensburg, IN 47240

Bankruptcy Case No.: 10-17841

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Krista Steinmetz Zorilla, Esq.
                  Samuel D. Hodson, Esq.
                  Wendy D. Brewer, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
                  1 American Square, Suite 2300
                  Indianapolis, IN 46282-0018
                  Tel: (317) 632-3232
                  Fax: (317) 632-2962
                  E-mail: kzorilla@beneschlaw.com
                          shodson@beneschlaw.com
                          wbrewer@beneschlaw.com

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

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

The petition was signed by John J. Moran, manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
GS Lodging Venture, LLC               10-17837            11/30/10

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ralron Capital Corp.               Approx. 2.5 acres            $0
P.O. Box 7160                      of commercial land
Fargo, ND 58106


GROVE STREET: Plan Outline Hearing Set for December 14
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on December 14, 2010, at 10:00 a.m., to consider
adequacy of the Disclosure Statement explaining Grove Street
Realty Urban Renewal, LLC's Chapter 11 Plan.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for GE
Business Financial's secured claim to be paid with a negative
stock pledge on the Debtor's commercial and undeveloped land.  The
Debtor will also make interest-only payments to GE Business for 12
months after the effective date.

TD Bank will receive payments outside of the Reorganization Plan
on account of its secured claim.

Holders of unsecured claims will receive payment of 10% of all
allowed claims over five years at 0.5% per calendar quarter.

Interest holders will retain their interests, equity or common
stock.

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

                        About Grove Street

Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC,
owns certain parcels of real property at 370 Grove Street in the
Township of West Deptford, County of Gloucester, State of New
Jersey, commonly known as RiverWinds Cove Apartments.  The land
consists of improvements generally consisting of two buildings
containing in the aggregate approximately 215,832 square feet of
Class A residential apartment space, comprised of approximately
200 units, and having approximately 259 parking spaces.

The Company filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. D. N.J. Case No. 10-30427).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000 as of the Petition Date.


GS LODGING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GS Lodging Venture, LLC
        2075 N. Michigan Road
        Greensburg, IN 47240

Bankruptcy Case No.: 10-17837

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Krista Steinmetz Zorilla, Esq.
                  Samuel D. Hodson, Esq.
                  Wendy D. Brewer, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
                  1 American Square, Suite 2300
                  Indianapolis, IN 46282-0018
                  Tel: (317) 632-3232
                  Fax: (317) 632-2962
                  E-mail: kzorilla@beneschlaw.com
                          shodson@beneschlaw.com
                          wbrewer@beneschlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb10-17837.pdf

The petition was signed by John J. Moran, manager.


GSC GROUP: Sale Requires Clients' Consent, Investors Say
--------------------------------------------------------
Several investors in funds managed by GSC Group Inc. are objecting
to the sale to Black Diamond Capital Management LLC, noting that
GSC's business provides personal services which can't be sold or
assigned in bankruptcy without consent from parties receiving the
services.  The investors say that silence can't be equated with
consent, given the difficulty of contacting investors who have the
actual economic interest in the money being managed by GSC.

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.


HARVEST OAKS: Confirmation Hearing Continued Until January 20
-------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina has continued until
January 20, 2011, at 2:00 p.m., the hearing to consider the
confirmation of Harvest Oaks Drive Associates, LLC's Plan of
Reorganization.

As reported in the Troubled Company Reporter on Aug 30, 2010,
according to the Disclosure Statement, the Plan contemplates a
continuation of the Debtor's business.  The Debtor intends to
satisfy creditor claims from income earned through operations of
its shopping center business, and from funds advanced by the
guarantors of the Wachovia obligation.

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

                       About Harvest Oaks

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  In its schedules, the Company disclosed
$15,832,000 in assets and $14,634,161 in debts.


HARVEST OAKS: CSMC Wants $36,038 in Counsel Retainers be Disgorged
------------------------------------------------------------------
CSMC 2006-C5 Strickland Road, LLC, a prepetition lender, asks the
Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina to require Harvest Oaks Drive
Associates, LLC's counsel, Trawick H. Stubbs, Jr., Esq., at Stubbs
& Perdue, P.A., to disgorge all of the retainers it received
totaling $36,038 for failing to make disclosures.

As reported in the Troubled Company Reporter on June 14, the
Debtor's indebtedness to the lender is secured by a deed of trust
on the shopping center located in North Raleigh located at 9650
Strickland Road and 8801 Lead Mine Road, Raleigh, North Carolina.

On October 20, 2010, the Debtor obtained interim authorization
from the Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy
Court for the Eastern District of North Carolina to further use
cash collateral.  The use of cash collateral was limited to the
categories and amounts authorized for the month of October 2010 by
the prior interim cash collateral order entered in this case and
these categories and amounts for the month of November 2010:

a. Net payroll ($15,400.00);
b. Utilities (CP&L, Bell South, Waste Industries) ($6,500.00);
c. Supplies ($750.00);
d. Repairs and maintenance ($3,500.00);
e. Legal fees for new leases ($1,200.00); and
e. Other expenditures to operate and maintain the Shopping Center
   as Secured Lender may give its prior written consent.

The Lender wants Stubbs & Perdue to disgorge the retainer balance
of $5,808.09 as Lender's cash collateral, and disgorge the $26,038
retainer as the Lender's cash collateral because it was not
received, honored or applied until post-petition.  The Lender asks
the Court that it be authorized to bring an action to avoid and
recover from Mr. Stubbs the $26,000 portion it received of the
$45,000 transfer made by Debtor to its insider affiliate HP MGMT,
only if the Court does not otherwise order disgorgement of the
$26,038 retainer.

According to the Lender, the unapplied retainer balance of
$5,808.09 constitutes the Lender's cash collateral.  The Lender
said that the retainer balance of $5,808.09 is part of the $26,038
paid to Mr. Stubbs on the Petition Date.  It constitutes the
Lender's cash collateral because it was derived from post-petition
rents collected by the Debtor, deposited in the Debtor's bank
account, and then transferred to Mr. Stubbs through HP MGMT and
Barbour.  "The fact that the retainer was paid by Barbour, rather
than the Debtor, does not destroy its nature as cash collateral.
Lender's interest in cash collateral continues in commingled
funds, so long as the funds are traceable," the Lender stated.

"Barbour's $26,038 retainer check to counsel was not honored by
his bank until April 21, 2010 -- the day after the Petition Date.
Therefore, it constitutes Lender's cash collateral.  Counsel was
not authorized to apply Lender's cash collateral to its pre-
petition fees and expenses.  Thus, counsel should be ordered to
disgorge it," the Lender said.

The Debtor argues that Mr. Stubbs did not receive $26,038.00
retainer post-petition.

The Lender, according to the Debtor, has incorrectly stated the
Petition Date.  The Debtor's petition was filed April 20, 2010.
Prior to filing, Mr. Stubbs properly paid itself $30,229.91 for
pre-petition fees and expenses incurred by the Debtor for the
period of December 8, 2009, through April 20, 2010, leaving a
balance of $5,808.09 in the trust account for anticipated fees
expected to arise during the course of the Chapter 11 bankruptcy.

"Lender's contention that Stubbs & Perdue should be ordered to
disgorge the $26,038 retainer as Lender's cash collateral because
it was not received, honored or applied until post-petition is
wrong and this request should be denied," the Debtor said.

Because $30,229.91 was paid to Mr. Stubbs prior to the Debtor's
petition being filed for fees and expenses incurred, the Debtor
retained no interest in the funds that would make these funds
property of the estate, the Debtor stated.

The Debtor said that Mr. Stubbs should not be ordered to disgorge
the retainer balance of $5,808.09 as the Lender's cash collateral.
North Carolina law requires Lender to enforce its perfected lien
in a commercially reasonable manner to collect rents.  The Lender
asserts that it has a senior perfected security interest in the
$5,808.09 currently held in Mr. Stubbs Trust Account; that these
funds constitute Lender's cash collateral; and must be disgorged.
The Debtor does not dispute that pursuant to this statute that a
creditor's interest in rents is perfected at the time of
recording.   The Lender, however, fails to distinguish between
"perfection" and "enforcement" of an assignment of rents.

Womble Carlyle Sandridge & Rice, PLLC, represents the Lender.

                       About Harvest Oaks

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company listed $15,832,000 in assets
and $14,634,161 in debts.


HCA HOLDINGS: Now Holding Company for HCA Inc.
----------------------------------------------
HCA Holdings, Inc., as the successor registrant to HCA Inc.,
disclosed in a Form S-8 filing with the Securities and Exchange
Commission that it is adopts a holding company organizational
structure and Registration Statement No. 333-150714, originally
covering 10,654,521 shares of HCA Inc. common stock, par value
$0.01 per share, issuable under the 2006 Stock Incentive Plan for
Key Employees of HCA Inc and its affiliates.

Pursuant to the Merger Agreement dated November 22, 2010, among
the Company, HCA Inc., and HCA Merger Sub LLC, a Delaware limited
liability company, HCA Inc. reorganized into a holding company
structure, effective as of November 22, 2010, whereby the Company
became the holding company for HCA Inc.

In accordance with the terms of the Merger Agreement, each
outstanding share of HCA Inc. Common Stock was converted into one
share of the Company's common stock, par value $0.01 per share.
As a result of the Merger, each stockholder of HCA Inc. became a
holder of Company Common Stock evidencing the same proportional
interests in the Company and having the same designations, rights,
powers and preferences and qualifications, limitations and
restrictions as those securities that such stockholder held in
Predecessor.

                      About HCA Holdings Inc.

HCA Holdings, Inc. is the successor to HCA Inc., following a
November 22, 2010 merger agreement that reorganized the corporate
structure underwhich HCA Holdings became the holding company for
HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 106
freestanding surgery centers.

HCA Inc. carries "B2" corporate family and probability of default
ratings, under review for possible upgrade, from Moody's Investors
Service.  It has a 'B+' corporate credit rating from Standard &
Poor's.

In May 2010, Standard & Poor's placed its 'B+' corporate credit
rating on hospital giant HCA, Inc., and S&P's ratings on its
secured and unsecured debt on CreditWatch with positive
implications.  "The speculative-grade rating on HCA continues to
reflect S&P's view that the largest U.S. owner and operator of
acute health care facilities is particularly sensitive to reduced
capacity utilization and pricing," said Standard & Poor's credit
analyst David Peknay, "by virtue of the significant debt leverage
assumed in its November 2006 leveraged buyout."

Fitch Ratings has removed HCA's ratings from Rating Watch Positive
and has taken these rating actions: Issuer Default Rating affirmed
at 'B'; Secured bank credit facility affirmed at 'BB/RR1'; Senior
Secured First lien notes affirmed at 'BB/RR1'; Senior Secured
Second lien notes upgraded to 'BB-/RR2' from 'B+/RR3'; Senior
unsecured notes affirmed at 'CCC/RR6'.  The Rating Outlook is
Positive.


HCA HOLDINGS: Issues $1.525 Billion of Senior Unsecured Notes
-------------------------------------------------------------
HCA Holdings, Inc. issued $1,525,000,000 aggregate principal
amount of 73/4% senior notes due 2021, which mature on May 15,
2021, pursuant to an indenture, dated as of November 23, 2010,
among HCA Holdings, Deutsche Bank Trust Company Americas, as
paying agent, registrar and transfer agent, and Law Debenture
Trust Company of New York, as trustee.

Interest on the Notes will be payable in cash.  Interest on the
Notes is payable on May 15 and November 15 of each year,
commencing on May 15, 2011.

The Notes are HCA Holdings' senior unsecured obligations and rank
equally in right of payment with all of HCA Holdings' future
unsecured and unsubordinated indebtedness, rank senior in right of
payment to any of HCA Holdings' future subordinated indebtedness,
and are structurally subordinated in right of payment to
indebtedness of HCA Holdings' subsidiaries.  The Notes are not
guaranteed by any of HCA Holdings' subsidiaries.  HCA Holdings'
future secured indebtedness and other future secured obligations
will be effectively senior to the Notes to the extent of the value
of the assets securing such other indebtedness and other
obligations.

At any time prior to November 15, 2015, HCA Holdings may redeem
all or a part of the Notes at a redemption price equal to 100% of
the principal amount of the Notes redeemed plus the greater of (1)
1.0% of the principal amount of the Notes and (2) the excess, if
any, of (a) the present value at such redemption date of (i) the
redemption price of such note at November 15, 2015, plus (ii) all
required interest payments due on the Notes through November 15,
2015, computed using a discount rate equal to the treasury rate as
of such redemption date plus 50 basis points; over (b) the then
outstanding principal amount of the Notes, subject to the rights
of holders of the Notes on the relevant record date to receive
interest due on the relevant interest payment date.

On and after November 15, 2015, HCA Holdings may redeem the Notes
at the redemption prices set forth below, plus accrued and unpaid
interest thereon and additional interest, if any, to the
applicable redemption date, subject to the right of holders of
record on the relevant record date to receive interest due on the
relevant interest payment date, if redeemed during the twelve-
month period beginning on November 15 of each of the years
indicated below:

               Year                Percentage
               ----                ----------
               2015                 103.875%
               2016                 102.583%
               2017                 101.292%
               2018 and thereafter  100.000%

In addition, until November 15, 2013, HCA Holdings may, at its
option, on one or more occasions redeem up to 35% of the aggregate
principal amount of the Notes at a redemption price equal to
107.750% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon and additional interest, if any, to
the applicable redemption date, subject to the right of holders of
record on the relevant record date to receive interest due on the
relevant interest payment date, with the net cash proceeds of one
or more equity offerings; provided that at least 50% of the sum of
the original aggregate principal amount of notes issued under the
Indenture and the original principal amount of any additional
notes that are notes issued under the Indenture after the issue
date remains outstanding immediately after the occurrence of each
such redemption; provided further that each such redemption occurs
within 90 days of the date of closing of each such equity
offering.

Upon the occurrence of a change of control, which is defined in
the Indenture, each holder of the Notes has the right to require
HCA Holdings to repurchase some or all of such holder's Notes at a
purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the
repurchase date.

The Indenture contains covenants limiting, among other things, HCA
Holdings' ability and the ability of its restricted subsidiaries
to:

     * pay dividends on or make other distributions in respect of
       HCA Holdings' capital stock or make other restricted
       payments;

     * create liens on certain assets to secure debt;

     * enter into certain sale and lease-back transactions; and

     * consolidate, merge, sell or otherwise dispose of all or
       substantially all of HCA Holdings' assets.

The Indenture also provides for events of default which, if any of
them occurs, would permit or require the principal of and accrued
interest on the Notes to become or to be declared due and payable.

                      About HCA Holdings Inc.

HCA Holdings, Inc. is the successor to HCA Inc., following a
November 22, 2010 merger agreement that reorganized the corporate
structure underwhich HCA Holdings became the holding company for
HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 106
freestanding surgery centers.

HCA Inc. carries "B2" corporate family and probability of default
ratings, under review for possible upgrade, from Moody's Investors
Service.  It has a 'B+' corporate credit rating from Standard &
Poor's.

In May 2010, Standard & Poor's placed its 'B+' corporate credit
rating on hospital giant HCA, Inc., and S&P's ratings on its
secured and unsecured debt on CreditWatch with positive
implications.  "The speculative-grade rating on HCA continues to
reflect S&P's view that the largest U.S. owner and operator of
acute health care facilities is particularly sensitive to reduced
capacity utilization and pricing," said Standard & Poor's credit
analyst David Peknay, "by virtue of the significant debt leverage
assumed in its November 2006 leveraged buyout."

Fitch Ratings has removed HCA's ratings from Rating Watch Positive
and has taken these rating actions: Issuer Default Rating affirmed
at 'B'; Secured bank credit facility affirmed at 'BB/RR1'; Senior
Secured First lien notes affirmed at 'BB/RR1'; Senior Secured
Second lien notes upgraded to 'BB-/RR2' from 'B+/RR3'; Senior
unsecured notes affirmed at 'CCC/RR6'.  The Rating Outlook is
Positive.


HEALTH MANAGEMENT: Moody's Gives Positive Outlook, Affirms Ratings
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Health
Management Associates, Inc. to positive from stable.
Concurrently, Moody's affirmed HMA's ratings.

The change in the rating outlook reflects continued improvement in
operating performance and credit metrics.  Improvements in the
previously limiting leverage and interest expense coverage metrics
now strongly position the company at the current rating level and
should further benefit from the contribution of recently completed
acquisitions that have been funded from available cash.

Ratings affirmed/LGD assessments revised:

  -- Senior secured revolving credit facility due 2013, to B1
     (LGD3, 47%) from B1 (LGD3, 46%)

  -- Senior secured term loan due 2014, to B1 (LGD3, 47%) from B1
     (LGD3, 46%)

  -- Corporate Family Rating at B1

  -- Probability of Default Rating at B1

                         Rating Rationale

HMA's B1 Corporate Family Rating reflects the still considerable
financial leverage but acknowledges the material improvement since
the recapitalization of the company in the first quarter of 2007.
Earnings and cash flow have remained strong despite industry
pressures like weak volume trends and increases in bad debt
expense.  Moody's understand the company used cash to fund the
Wuesthoff Health System transaction on October 1, 2010, and
believe significant reserves should still be available for other
potential acquisitions.  While the greater investment in these
acquisition opportunities will likely limit debt repayment in the
near term, Moody's believes that earnings growth should further
benefit the credit metrics.

Moody's could upgrade the ratings if HMA can continue to improve
credit metrics in the face of industry headwinds, including weak
volumes and increases in uncompensated care costs, and the
challenges of integrating recent and potential future
acquisitions, including the absorption of lower margin businesses,
increased capital spending needs and increases in working capital
related to the build up of accounts receivable at acquired
facilities.  More specifically, Moody's would like to see adjusted
debt to EBITDA closer to 4.0 times on a sustained basis prior to
an upgrade.

Conversely, Moody's could move the rating outlook back to stable
if the company is unable to realize further improvement in the
adjusted leverage or interest expense coverage metrics due to
earnings pressure or additional debt financed acquisitions.

Moody's last rating action was on August 27, 2008, when HMA's
senior secured credit facility rating was lowered to B1 from Ba3.

Headquartered in Naples, Florida, HMA is an owner and operator of
acute-care hospitals in non-urban settings.  The company provides
inpatient services such as general surgery, and oncology as well
as outpatient services such as laboratory, x-ray and physical
therapy services.  In addition, some facilities also offer
specialty services such as cardiology, radiation therapy and MRI
scanning.  HMA generated revenue of approximately $5.0 billion in
the twelve months ended September 30, 2010.


HELLER EHRMAN: Trustee Sues 22 Law Firms Over Business Transfers
----------------------------------------------------------------
Heller Ehrman LLP's liquidation vehicle has lodged adversary suits
against 22 other law firms, alleging they received improper
transfers of business when hiring former Heller Ehrman attorneys
who left when the firm went belly-up, Bankruptcy Law360 reports.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on December 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated September 26, 2008, to dissolve the firm.  The Hon.
Dennis Montali presides over the case.  Pachulski Stang Ziehl &
Jones LLP assists the Debtor in its restructuring effort.  The
Official Committee of Unsecured Creditors is represented
Felderstein Fitzgerald Willoughby & Pascuzzi LLP.  The firm
estimated assets and debts at $50 million to $100 million.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HERMANTO SENTOSO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Hermanto Tirto Susielo Sentoso
                 aka Hermanto T. S. Sentoso
               Fumiko Hermanto Sentoso
                 aka Fumiko H Sentoso
                     Fumiko Hermanto-Sentoso
               1315 Oak Grove Avenue
               San Marino, CA 91108

Bankruptcy Case No.: 10-61237

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtors' Counsel: Samuel Crowe, Esq.
                  SAMUEL CROWE & ASSOCIATES
                  1131 W. 6th Street, Suite 101
                  Ontario, CA 91762
                  Tel: (909) 391-9393

Scheduled Assets: $6,806,200

Scheduled Debts: $4,669,224

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-61237.pdf


HILL TOP: Court Extends Plan Filing Exclusivity Until Dec. 7
------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas extended, at the behest of Hill Top
Farm, Ltd., the exclusive right to file a plan of reorganization
up to December 7, 2010.

If a plan is filed, the Debtor will have the exclusive right to
solicit acceptances of the plan up to and including February 7,
2011.

San Antonio, Texas-based Hill Top Farm, Ltd., filed for Chapter 11
bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex. Case No.
10-52526).  William B. Kingman, Esq., who has an office in San
Antonio, Texas, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


HOMEBANC MORTGAGE: N.D. Ga. Court Halts Zeimba Foreclosure
----------------------------------------------------------
David Ziemba obtained a refinance loan from and executed a
security deed and promissory note to Homebanc Mortgage Corporation
on March 2, 2007, for a residential property located at 3378 Misty
Valley Road, in Decatur, Georgia.  On August 7, 2007, HomeBanc
Mortgage Corporation filed for Chapter 11 bankruptcy protection.
On July 17, 2010, American Home Mortgage Servicing, Inc., Security
Connections, Inc., and McCurdy & Candler, LLC recorded in the
property records of DeKalb County, Georgia a "Corporate
Assignment" purporting to assign Homebanc's interest in the
subject property to American Home.

On July 30, 2010, the Defendants commenced foreclosure proceedings
and provided the Plaintiff a Notice of Default and Notice of Sale
under Power.  The Plaintiff sued for injunctive relief to prevent
the Defendants from further proceeding with the foreclosure
auction until the suit is resolved.

In this regard, the Hon. Richard W. Story granted Mr. Ziemba's
Motion for Preliminary Injunction.  Upon payment by the Plaintiff
of $23,647.92 into the registry of the Court, the Defendants are
enjoined from proceeding with foreclosure on the property until
further Court order.  The Plaintiff's Motion to remand the suit to
state court is denied.

The case is David A. Ziemba, v. American Home Mortgage Servicing,
Inc., Option One Corporation, HomeBanc Mortgage Corporation,
Security Connections, Inc., McCurdy & Candler, LLC, Does 1-10,
10-cv-02781 (N.D. Ga.).  A copy of Judge Story's November 15, 2010
Order is available at http://is.gd/i5trdfrom Leagle.com.

                         About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- was a mortgage banking company
focused  on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5.1 billion and total liabilities of
$4.9 billion.

HomeBanc filed a joint consolidated liquidating plan and
accompanying disclosure statement, dated April 30, 2008, but
failed to obtain confirmation of that plan.  HomeBanc subsequently
moved for conversion of its cases to Chapter 7, which was granted
by the Court, effective February 24, 2009.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.


HUDSON'S FURNITURE: Plan of Reorganization Wins Court Approval
--------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida confirmed Hudson's Furniture Showroom,
Inc., and its debtor-affiliates' Plan of Reorganization.

As reported in the Troubled Company Reporter on July 27, 2010, the
Plan provides for reorganized Hudson's Furniture Showroom to
continue operating their furniture showrooms with low operating
expenses.  The Reorganized Debtor will transfer, or caused to be
transferred, certain of its mortgaged properties.  The Reorganized
Debtor will execute new notes, mortgages, and security agreements
with its secured creditors based, in part, on adjusted property
values that more accurately reflect the reduced market value of
the each lender's secured interest its collateral.

The Debtors believe the cash flow generated from core operations
along with a reduction in cash flow demands from a new secured
debt will be sufficient to cover the payments to creditors
pursuant to the Plan.

Under the Plan, holders of allowed secured claims will receive
payments equal to 100% of their claims, over time.  Holders of
unsecured claims will receive a pro rata beneficial interest in a
certain "performance allocation" over a five-year period.  The
Performance Allocation will be an amount equal to 50% of the
amount actual operating results for each quarter exceeds budgeted
operating results for the same period.  Existing interests in the
Debtors will be cancelled.

In summary, the Plan contemplates the consolidation of the Debtors
into HFS, which will emerge as the sole Reorganized Debtor.

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

                 About Hudson's Furniture Showroom

Sanford, Florida-based Hudson's Furniture Showroom, Inc., owns and
operates several retail furniture stores in Florida, including
stores in the cities of Sarasota, Lakeland, Pinellas Park, Tampa,
Brandon, Melbourne, Ormond Beach, Altamonte Springs, Ocoee,
Orlando and Clearwater, Florida.

The Company filed for Chapter 11 bankruptcy protection on March 3,
2010 (Bankr. M.D. Fla. Case No. 10-03322).  Justin M. Luna, Esq.;
Mariane L. Dorris, Esq.; and Victoria I. Minks, Esq., at Latham
Shuker Eden & Beaudine LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and
liabilities at $10,000,001 to $50,000,000.

The Company's affiliates -- A&J Rentals, LLC; Hud Twenty-Five
Ocoee, LLC; Hud Twenty-Three Tampa, LLC; and Hud-Five, LLC --
filed separate Chapter 11 petitions on October 13, 2009.


I-10 BARKER: Files Schedules of Assets and Liabilities
------------------------------------------------------
I-10 Barker Cypress, Ltd., filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

Name of Schedule            Assets              Liabilities
----------------            ------              -----------
A. Real Property          $24,000,000
B. Personal Property       $1,020,145
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $17,754,674
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $212,393
                           -----------           -----------
     TOTAL                 $25,020,145           $17,967,067

The Debtor disclosed $24,991,061 in total assets and $17,737,313
in total liabilities in its Chapter 11 petition.

                         About I-10 Barker

I-10 Barker Cypress, Ltd., is a Texas limited partnership with its
principal place of business in Houston, Harris County, Texas and
with offices in Houston, Harris County, Texas.  I-10 Baker owns an
83,000 square foot shopping center on 17.2 acres of commercial
land located in Houston, Texas.

Houston, Texas-based I-10 Barker Cypress, Ltd., filed for Chapter
11 bankruptcy protection on August 2, 2010 (Bankr. S.D. Tex. Case
No. 10-36582).  James B. Jameson, Esq., at James Jameson &
Associates, serves as counsel to the Debtor.


IHEALTH TECHNOLOGIES: S&P Puts 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to Georgia-based health
care claims payment processor iHealth Technologies.  The outlook
is negative.

At the same time, S&P assigned preliminary 'BB-' issue ratings and
preliminary '2' recovery ratings to the proposed $250 million
senior secured term loan due 2016 and the proposed $50 million
revolving credit facility due 2015.

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 iHealth reflect its narrow business
profile and participation in a competitive market with well-
capitalized larger competitors," said Standard & Poor's credit
analyst Jennifer Pepper.  Other factors include a concentrated
customer base, and S&P's view that the company's private-equity
ownership structure is likely to preclude sustained deleveraging.
Factors that partially offset these risks include multiyear
contracts providing good revenue visibility, a solid customer
retention record, and consistent free cash flow generation.


INDIGO-ENERGY INC: Posts $1.2 Million Net Loss in Q3 2010
---------------------------------------------------------
Indigo-Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.25 million on $20,404 of revenue
for the three months ended September 30, 2010, compared with a net
loss of $453,503 on $56,434 of revenue for the three months ended
September 30, 2009.

"We currently do not have sufficient resources to fund our current
operations or capital calls, pay our debts and other liabilities,
and operate at our current levels for the next twelve months," the
Company said in the filing.

The Company's balance sheet at September 30, 2010, showed
$5.05 million in total assets, $11.35 million in total
liabilities, and a stockholders' deficit of $6.30 million.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Indigo-Energy'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 and has a net capital deficiency.

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

               http://researcharchives.com/t/s?704b

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.


INTELLIGENT COMMUNICATION: Posts $1.7 Million Net Loss in Q3 2010
-----------------------------------------------------------------
Intelligent Communication Enterprise Corporation filed its
quarterly report on Form 10-Q, reporting a net loss of
$1.70 million on $2.11 million of revenue for the three months
ended September 30, 2010, compared with a net loss of $322,460 on
$2.82 million of revenue for the same period last year.

The Company's balance sheet at September 30, 2010, showed
$8.64 million in total assets, $3.78 million in total liabilities,
all current, and stockholders' equity of $4.86 million.

The Company has an accumulated deficit of $21.41 million at
September 30, 2010.

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about Intelligent Communication's ability to
continue as a going concern, following the Company's results for
2009.  The independent auditors noted that the Company has not
generated revenues or positive cash flows from operations and has
an accumulated deficit at December 31, 2009.

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

               http://researcharchives.com/t/s?7045

                 About Intelligent Communication

Headquartered in Singapore, Intelligent Communication Enterprise
Corporation (OTC BB: ICMC) -- http://www.icecorpasia.com/--
was incorporated in the State of Pennsylvania.  The Company offers
a range of innovative enterprise and consumer solutions over the
mobile phone.  The Company operates in three business segments --
iCEmms or Mobile Messaging Services, iCEsync or Multimedia
Solutions to Mobile Communities, and iCEmat or Mobile
Authentication Technologies.


INTELSAT S.A.: Anita Beier Resigns as Senior Vice President
-----------------------------------------------------------
Anita Beier resigned from her position as senior vice president
and controller of Intelsat S.A., effective as of November 19,
2010.

                        About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of December 31, 2009, and
ground facilities related to the satellite operations and control,
and teleport services.  It had $2.5 billion in revenue in 2009.

Intelsat S.A. had $17.56 billion in assets, $18.15 billion in
debts, noncontrolling interest of $1.90 million, and shareholders'
deficit of $597.06 million as of Sept. 30, 2010.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had $7.70 billion in
assets against $4.86 billion in debts as of Dec. 31, 2010.


JAIME GONZALEZ: Asks for OK to Use JP Morgan's Cash Collateral
--------------------------------------------------------------
Jaime Gonzalez and Gloria Gonzalez ask for authorization from the
U.S. Bankruptcy Court for the Northern District of California to
use the cash collateral of JP Morgan Chase Bank N.A. until
December 31, 2010.

JP Morgan is the holder of various deeds of trust and "assignment
of rents" rights in and arising out of certain real property
assets of the Debtors, including certain assets that generate cash
collateral in the Debtors' Chapter 11 case.

The Debtors and the Lender have a stipulation dated July 30, 2010,
on the terms of the Debtors' use of the cash collateral.

In the motion for access to cash collateral, Matthew R. Eason,
Esq., at Eason & Tambornini, explains that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral in the ordinary
course of business for the purposes and in the amounts set forth
in the budget through December 31, 2010, or at a later date as is
approved by the Lender.  A copy of the budget is available for
free at:

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

Under the Stipulation, the budgeted payments to the Lender will be
increased to an amount equal to the lesser of (a) the non-default
"note rate" of principal and interest or (b) the net cash flow
from the respective properties not including any payment to any
secured creditor junior in priority to the Lender.  Without
limiting the generality of the foregoing, the Debtor will be
authorized to use cash collateral beyond December 31, 2010, with
(i) the written consent of the Lender to such further use and
without further court order and (ii) on further order of the Court
on not less than 15 days notice to the Lender.

As adequate protection for the use of cash collateral, the Debtors
will make the budgeted debt service payments to the Lender not
later than the 10th day of each month, commencing August 10, 2010;
the first payment will include the budgeted debt service for the
month of August 2010.

As additional adequate protection, the Lender will have
replacement lien, which will have the same priority, validity and
extent as the Lender's lien on prepetition collateral.

The Debtors will deliver to the Lender a copy of every monthly
operating report filed with the Court.

The Debtors will also deliver to the Lender a report comparing the
expenditures during the month covered thereby with the budget for
that month.

The Lender is represented by Bruce Cornelius.

                      About Jaime Gonzalez

Clayton, California-based Jaime Gonzalez and Gloria Gonzalez filed
for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. N.D.
Calif. Case No. 10-47600).  Matthew R. Eason, Esq., at Law Offices
of Eason and Tambornini, assists the Debtors in their
restructuring efforts.  The Debtors estimated their assets and
debts at $10,000,001 to $50,000,000.


JAMES WESLOW: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James O. Weslow
        1522 Strider Court
        Hanover, MD 21076

Bankruptcy Case No.: 10-37040

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

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

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

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37040.pdf


JERRY HARMON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jerry Harmon
          dba Jerry W. Harmon Revocable Trust u/a/d 4/13/04
        28019 Jefferson Avenue
        Saint Clair Shores, MI 48081

Bankruptcy Case No.: 10-75906

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Mark H. Shapiro, Esq.
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.com

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

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/mieb10-75906.pdf

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Eastbrook Properties, LLC             10-75820            11/29/10
Stonewood Properties, LLC             10-75829            11/29/10
West One Properties, Ltd              10-75833            11/29/10
Westport Property Management, Ltd.    10-75810            11/29/10


JIMMY MORRIS: Bankr. Court Rejects Appeals as Late-Filed
--------------------------------------------------------
The Hon. George Boswell denied Jimmy Marcell Morris' request to
proceed with his appeals from recent court orders in forma
pauperis.  Judge Boswell said the notices of appeal were filed
beyond the time limit for filing a notice of appeal.

Jimmy Marcell Morris, v. George C. Paine, II, Keith M. Lundin,
Marian F. Harrison, Matthew T. Loughney, Several Court Employees
and other Unknown Actors, Henry E. Hildebrand, III, Beth R.
Derrick, Tracy L. Schweitzer, and Richard F. Clippard, Adv. Pro.
No. 10-00242 (Bankr. M.D. Tenn.), demands for substitution and
recusal of Judge Paine, alleging the judge is violating the United
States Constitution by imposing a 2-year ban on the Plaintiff
re-filing a bankruptcy petition.

As reported by the Troubled Company Reporter on October 29, 2010,
Judge Boswell held that the U.S. Bankruptcy Court was not bias or
impartial in dismissing Mr. Morris' Chapter 11 case.

The Bankruptcy Court has issued three orders:

     (1) October 22, 2010, order dismissing complaint as to all
         defendants for failure to state a claim upon which relief
         can be granted;

     (2) October 26, 2010, order denying plaintiff's demand for
         substitution and recusal of Judge Paine; and

     (3) October 26, 2010 order denying Plaintiff's demand for
         reconsideration and re-entry of default.

A copy of Judge Boswell's Memorandum dated November 19, 2010, is
available at http://is.gd/i5vGxfrom Leagle.com.

Mr. Morris filed a "bare bones" or "skeletal" chapter 11 petition
(Bankr. M.D. Tenn. Case No. 10-04143) on April 19, 2010.  This is
his fifth bankruptcy filing in the Middle District of Tennessee
since 1999.


JOSE ESPINAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jose M. Espinal
        E.T. Management
        59 Hillandale Road
        5041 Broadway, NY, NY
        Port Chester, NY 10573
        Tel: (914) 939-1439

Bankruptcy Case No.: 10-24457

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Gary B. Sachs, Esq.
                  SACHS & ASSOCIATES
                  East Tower, 15th Floor
                  1425 RXR Plaza
                  Uniondale, NY 11556-1425
                  Tel: (516) 663-6585
                  Fax: (516) 663-6785
                  E-mail: gsachs43@gmail.com

Scheduled Assets: $1,817,250

Scheduled Debts: $32,934,700

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-24457.pdf


KELLY SAMPLE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Kelly William Sample
               Kristy Lee Sample
               8137 W. Electra Lane
               Peoria, AZ 85383

Bankruptcy Case No.: 10-38373

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtors' Counsel: Clint W. Smith, Esq.
                  CLINT W. SMITH PC
                  1423 S. Higley Road, Suite 120
                  Mesa, AZ 85206
                  Tel: (480) 807-9300
                  Fax: (480) 275-5626
                  E-mail: cws@cwspclaw.com

Scheduled Assets: $2,321,944

Scheduled Debts: $5,123,583

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-38373.pdf


LAKE COUNTY GRAPEVINE: Former Partner Fails to Dismiss Case
-----------------------------------------------------------
The Hon. Alan Jaroslovsky denies Joachim Hollerith's request to
dismiss the Chapter 11 bankruptcy cases of Lake County Grapevine
Nursery LLC and Lake County Grapevine Nursery Operations LLC.
Mr. Hollerith argued that Eckhard Kaesekamp lacked authority to
file petitions for relief on behalf of LCGN and LCGNO.  Mr.
Kaesekamp had pledged his interests in the Debtors under a pre-
bankruptcy settlement.

Until December 2007, Messrs. Hollerith and Kaesekamp each held a
50% membership interest in American Nursery LLC, which marketed
and sold grapevines produced by LCGN and LCGNO in return for a
percentage commission of each sale.  After the business
relationship grew strained in 2007, the parties reached a
settlement where LCGNO obtained American Nursery's customer
accounts and a non-compete agreement from Mr. Hollerith, who
became the sole member of American Nursery.  In exchange, Mr.
Kaesekamp and Nevada Viewpoint West, Inc., via LCGN and LCGNO,
agreed to make installment payments until February 2012 to Mr.
Hollerith totaling $1,050,000, and Eckhard Kaesekamp and Nevada
Viewpoint West, Inc. pledged their membership interests in LCGN
and LCGNO to Mr. Hollerith as security of the settlement payments.
In October 2009, LCGN and LCGNO filed suit against Hollerith and
American Nursery for breach of the Settlement Agreement and fraud.

Judge Jaroslovsky admits there is "some temptation" to grant the
motion to dismiss, as there are ample indications that the Chapter
11 case was filed in an attempt by Mr. Kaesekamp and NVWI to
maintain control of the Debtors notwithstanding their breach of
their agreements.  However, Judge Jaroslovsky says a rule allowing
dismissal for the reasons stated would create confusion and
disputes over the legitimacy of filings whenever an ownership
interest in the Debtor has been pledged as security.

Judge Jaroslovsky says he is willing to entertain a motion
pursuant to 11 U.S.C. Sec. 305(a) seeking to stay Chapter 11
proceedings until Mr. Hollerith has taken the proper steps to
replace Mr. Kaesekamp and NVWI as members.

Judge Jaroslovsky also says the Court doubts that the Debtor's
proposed plan can be confirmed due to its elimination of
membership interests and is quite willing to make such orders as
are necessary to remind the Debtor's counsel that he represents
the estate only and may not, by action or inaction, assist Mr.
Kaesekamp and NVWI in their bid to retain control of the debtor.

Judge Jaroslovsky's November 30, 2010 decisions for both cases are
available at http://is.gd/i4Wrmand http://is.gd/i4XsSfrom
Leagle.com.

Based in Clearlake Oaks, California, Lake County Grapevine Nursery
Operations, LLC, and Lake County Grapevine Nursery LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case Nos.
10-12578 and 10-12579) on July 7, 2010.  Douglas B. Provencher,
Esq., at Law Offices of Provencher and Flatt, in Santa Rosa,
California, serves as the Debtors' counsel.  Both Debtors
estimated $1 million to $10 million in both assets and debts in
their petition.


LEONARDO PORTELA-TORRES: Case Summary & Creditors List
------------------------------------------------------
Debtor: Leonardo Portela-Torres
        26 Carr. 833 Apt. 1220
        Guaynabo, PR 00971
        Tel: (787) 925-9250

Bankruptcy Case No.: 10-11246

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  WINSTON VIDAL LAW OFFICE
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  E-mail: wvidal@prtc.net

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/prb10-11246.pdf


L. J. DUDLEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: L. J. Dudley Foods, Inc.
        P.O. Box 7
        Flossmoor, IL 60422

Bankruptcy Case No.: 10-53187

Chapter 11 Petition Date: November 30, 2010

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 West Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by LeBaron J. Dudley, president.


LOWER BUCKS: Jan. 7 Hearing on Jurisdiction Issue in BoNY Suit
--------------------------------------------------------------
The Hon. Eric L. Frank will hold a hearing to consider whether the
third party complaint filed by The Bank of New York Mellon Trust
Company, N.A., against The Borough of Langhorne Manor Higher
Education and Health Authority should be dismissed for lack of
subject matter jurisdiction on January 7, 2011, in Bankruptcy
Courtroom No. 1, U.S. Courthouse, 900 Market Street, in
Philadelphia.

BoNY Mellon Trust -- as indenture trustee for The Borough of
Langhorne Manor Higher Education and Health Hospital Revenue
Bonds, Series of 1992 (The Lower Bucks Hospital) -- has dragged
the Authority, asserting a third party claim for damages, in the
pending suit Lower Bucks Hospital, Lower Bucks Health Enterprises,
Inc., and Advanced Primary Care Physicians filed against the Bank.

The Indenture Trustee asserts, inter alia, that if the Plaintiff
is successful in establishing that the Indenture Trustee is not
perfected in the "Unrestricted Gross Revenues," then "the
Authority is liable for any damage or loss to the [Indenture]
Trustee due to such imperfection," and that such damages "could
equal or exceed . . . $25,906,294.98."

Any memoranda of law the parties choose to file are due
December 31, 2010.

The case is Lower Bucks Hospital Lower Bucks Health Enterprises,
Inc., Advanced Primary Care Physicians, vs. The Bank of New York
Mellon Trust Company, N.A. as Indenture Trustee for the Borough of
Langhorne Manor Higher Education and Health Hospital Revenue
Bonds, Series of 1992 (The Lower Bucks Hospital), vs. The Borough
of Langhorne Manor Higher Education and Health Authority, Adv.
Pro. No. 10-00174 (Bankr. E.D. Pa.).  A copy of Judge Frank's
December 1 Order is available at http://is.gd/i7voNfrom
Leagle.com.

                    About Lower Bucks Hospital

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

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


MAJESTIC STAR: Plan Proposal Exclusivity Extended to Jan. 15
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Majestic Star Casino LLC surmounted opposition from
the official creditors' committee and received an extension until
Jan. 15 of the exclusive right to propose a reorganization plan.

Mr. Rochelle relates that Majestic Star filed a Chapter 11 plan in
September and had been scheduled for approval of the disclosure
statement this week. The hearing was postponed to a date to be
determined.

According to the Disclosure Statement, under the Plan, the Debtors
will retain and reorganize around their casino gaming properties
in Gary, Indiana, Tunica County, Mississippi, and Black Hawk,
Colorado, subject, in the case of the Black Hawk, Colorado gaming
property, to obtaining all governmental licenses, suitability
determinations, and other approvals required for such property on
or prior to 240 days following the Confirmation Date.

Holders senior secured credit facility claims will receive claims
under a new senior secured credit facility or cash.  Holders of
senior secured notes will receive 58% of the new membership
interests in the reorganized Debtor plus sew secured notes or cash
in the amount of $100.6 million.  Holders of senior notes will
receive 42% of the new membership interests.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

The Majestic Star Casino's balance sheet at June 30, 2009, showed
total assets of $406.42 million and total liabilities of $749.55
million.  When it filed for bankruptcy, the Company estimated less
than $500 million in assets and less than $1 billion in debts.


MARGARET FLANIGAN: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Margaret J. Flanigan
        10544 Whitby Court
        Clarkston, MI 48348

Bankruptcy Case No.: 10-75904

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Kimberly Ross Clayson, Esq.
                  645 Griswold, Suite 3900
                  Detroit, MI 48226
                  Tel: (313) 237-0850
                  E-mail: kclayson@schneidermiller.com

Scheduled Assets: $464,188

Scheduled Debts: $984,680

A list of the Debtor's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-75904.pdf


MESA AIR: Wants Plan Solicitation Exclusivity Until May 2
---------------------------------------------------------
Mesa Air Group, Inc. and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to extend (i) to March 1, 2011, their period under
Section 1121(b) of the Bankruptcy Code during which they have the
exclusive right to file a Chapter 11 plan, and (ii) to May 2,
2011, their period under Section 1121(c)(3) of the Bankruptcy
Code during which they have the exclusive right to solicit
acceptances of a Chapter 11 plan.

On November 23, 2010, the Debtors filed their proposed Second
Amended Joint Plan of Reorganization and Second Amended
Disclosure Statement.  The Court approved the Second Amended
Disclosure Statement on the same day.

The Debtors began soliciting acceptances from creditors during
the week of November 29, 2010.  The Second Amended Plan is
supported by the Official Committee of Unsecured Creditors and
the Debtors' key aircraft finance parties, John W. Lucas, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in New York, informs the
Court.

According to Mr. Lucas, the Debtors had three stated goals at the
outset of their Chapter 11 cases, which are either complete or
well underway:

  (1) The shedding of excess aircraft and aircraft equipment is
      complete.  Approximately 100 aircraft and 12 aircraft
      engines have either been rejected or abandoned that were
      no longer necessary for the Debtors' business plan.

  (2) The renegotiation of their aircraft finance agreements is
      well underway.  The Debtors have identified aircraft and
      aircraft engines as being necessary to their fleet and
      operations going forward and have obtained the Court's
      authorization to enter into short- and long-term
      agreements for the continued use of certain aircraft
      equipment.  The Debtors are negotiating the final form of
      other aircraft equipment agreements and will seek the
      Court's authorization to enter into these agreements, as
      necessary.

  (3) The extension of their code-share agreement with US
      Airways, Inc. is complete.  On November 23, 2010, the
      Court approved the Debtors' assumption of the Tenth
      Amendment to the US Airways Code-Share Agreement.  The
      assumption of the Code-Share Agreement is a critical piece
      of the Debtors' reorganization and is a major component of
      the Debtors' business plan as proposed in the Second
      Amended Plan.

The Debtors seek to extend their exclusivity periods out of an
abundance of caution to preserve their right to file a different
plan in the unlikely event that confirmation of their Second
Amended Joint Plan of Reorganization is not obtained or obtained
in a timely fashion, Mr. Lucas tells the Court.

The Debtors believe that a further extension of their exclusivity
periods is warranted as evidenced by the filing of their Second
Amended Plan, the Court's approval of the Second Amended
Disclosure Statement, and the strong creditor support for the
Second Amended Plan, according to Mr. Lucas.  These events
demonstrate that the Debtors are well on their way ultimate goal
of emerging from Chapter 11, he asserts.

The Debtors' Exclusive Filing Period currently expires on
December 1, 2010, and their Exclusive Solicitation Period expires
on February 1, 2011.

During the proposed extended Exclusive Filing Period, the Debtors
will retain the exclusive right to file a Chapter 11 plan through
and including February 14, 2011.  Beginning February 15, 2011,
the right to file a Chapter 11 plan will be shared by the Debtors
and the Official Committee of Unsecured Creditors, Mr. Lucas
relates.

He tells the Court that the Debtors and the Creditors' Committee
agree that any further extensions of the Exclusive Periods will
be jointly held by both of them.

The Debtors also request that the order be without prejudice to
their right to seek additional extensions of the Exclusive
Periods for cause in accordance with Section 1121(d).

                          Bridge Order

In a bridge order dated November 30, 2010, Judge Martin Glenn
notes that a hearing on the Motion cannot be scheduled until
December 15, 2010, and by the August 12, 2010 order, the Debtors'
current Exclusive Filing Period expires on December 1, 2010.  He
further notes that the Creditors' Committee supports and has
consented to the relief sought.

Judge Glenn extended the Exclusive Filing Period until such time
an order determining the relief requested in the Motion is
entered.  The extension is without prejudice to the right of the
parties-in-interest to request that the period be shortened.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: To Abandon Commerce Drive, S.C., Hangar
-------------------------------------------------
Pursuant to Section 554(a) of the Bankruptcy Code, Rule 6007 of
the Federal Rules of Bankruptcy Procedure and Rule 6007-1 of the
Local Bankruptcy Rules for the Southern District of New York,
Mesa Airlines, Inc. notifies the Court of its intent to abandon,
effective December 1, 2010, one metal building situated on real
property located at 3513 Air Commerce Drive, in West Columbia,
Lexington County, South Carolina.

The CAE Hangar is approximately 20,000 square feet and is
situated on approximately 356,000 square feet of real property.

The title to the Air Commerce Drive Property is vested in and
held by the Richland-Lexington Airport District, a political
division of the State of South Carolina, as set forth in a Lease
and Agreement, dated August 1, 2006, between Mesa Airlines and
certain prepetition lessors, John W. Lucas, Esq., at Pachulski
Stang Ziehl & Jones LLP, in New York, relates.  He notes that the
Land Lease was rejected by the Debtors pursuant to the Court's
August 3, 2010 order.

According to Mr. Lucas, the CAE Hangar is owned by the Debtors
and was previously utilized as an aircraft maintenance facility.
The CAE Hangar is not being used by the Debtors as a going
concern maintenance facility.

Mesa Airlines has considered the value of the CAE Hangar, the
costs associated with the relocation of the CAE Hangar to other
locations, and has determined that the CAE Hangar is of
inconsequential value to its estate, Mr. Lucas tells the Court.

Objections must be filed no later than December 8, 2010.  The
proposed abandonment of the CAE Hangar will be effective on
December 1 if no written objection is timely served and filed.

If a written objection is timely served and filed, a hearing to
consider the proposed abandonment will be held on December 15,
2010.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


METAMORPHIX INC: Organizational Meeting to Form Panel on Dec. 8
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 8, 2010, at 11:00 a.m.
in the bankruptcy case of Metamorphix Inc.  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Room
2112, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Beltsville, Maryland-based Metamorphix, Inc. --
http://www.metamorphixinc.com-- a life sciences company, along
with its subsidiary MMI Genomics, Inc., develops tools,
technologies, and products for livestock and companion animal
health and productivity.  The Company offers systems for DNA-based
parent verification and diagnostic testing in livestock and
companion animals.

Metamorphix had been forced into Chapter 7 bankruptcy by 14
creditors who are owed $1.69 million.  The original case was filed
on January 28, 2010, in the U.S. Bankruptcy Court for the District
of Delaware.  Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston LLP, who represents MetaMorphix, said that the Court
agreed to convert the case from an involuntary Chapter 7 to a
voluntary Chapter 11 case (Bankr. D. Del. Case No. 10-10273).


MICHAEL BLAU: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Michael Blau
               Helen E. Fitzpatrick
               3661 Byron Circle
               Frederick, MD 21704

Bankruptcy Case No.: 10-36994

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtors' Counsel: Jonathan P. Morgan, Esq.
                  MORGAN ROSE, LLC
                  414 Hungerford Drive, Suite 252
                  Rockville, MD 20850
                  Tel: (301) 838-2010
                  Fax: (301) 738-7193
                  E-mail: jon@morganroselaw.com

Scheduled Assets: $853,475

Scheduled Debts: $1,311,152

A list of the Joint Debtors' 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-36994.pdf


MID-STATES EXPRESS: Hartmanns Liable to FFCI Obligations
--------------------------------------------------------
Financial Federal Credit Inc. provided financing to Mid-States
Express, Inc., for the purchase of equipment or working capital.
Bruce E. Hartmann and Terry M. Hartmann guaranteed payment and
performance of all of Express' obligations to FFCI.  They have
since defaulted on their obligations by failing to render timely
monthly payments, and FFCI sued to recover a deficiency that the
Hartmanns allegedly owe to it under the parties' agreements.  The
Hartmanns sought dismissal, arguing that service of process was
insufficient, the guaranty documents were not properly witnessed,
and that FFCI has failed to follow the Court's orders regarding
communication and discovery between the parties.

Express filed for Chapter 11 bankruptcy, and as such, is not a
party to the FFCI suit.

The Hon. Kenneth M. Hoyt rules that FFCI is entitled to summary
judgment of $4,012,233, and attorneys' fees and expenses of
$62,694 as of January 31, 2010.  Judge Hoyt denies the Hartmanns'
dismissal motion, saying service of process was proper.

Judge Hoyt directs FFCI to justify its entitlement to prejudgment
interest, noting that FFCI's claims for interest appear
inconsistent with the language governing the parties' agreements.

The case is Federal Financial Credit, Inc. v. Hartmann, et al.,
Case No. 09-cv-00997, (S.D. Tex.), and a copy of Judge Hoyt's
November 24, 2010 Memorandum Opinion and Order is available at
http://is.gd/i519afrom Leagle.com.

Mid-States Express, Inc., sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 09-10818) on March 27, 2009, represented by
Gerald F. Munitz, Esq., at Goldberg Kohn.  The regional trucking
company employed more than 500 individuals and reported less than
$10 million in assets and debts at the time of the filing.  The
Debtor ceased operations on the day of the chapter 11 filing and
subsequently converted its Chapter 11 case to a Chapter 7
liquidation proceeding.  Edward T. Joyce serves as the Chapter 7
Trustee and is represented by Ronald Peterson, Esq., at Jenner &
Block in Chicago.


MIDWEST BANC: Creditors Committee Down to Four Members
------------------------------------------------------
William T. Neary, U.S. Trustee for Region 11, has reduced the
number of the members to the official committee of unsecured
creditors in the Chapter 11 cases of Midwest Banc Holdings, Inc.,
from five to four.

The Creditors Committee members now includes:

1. Bowne & Co., Inc.
   55 Water Street
   NYC, NY 10041
   Telephone: (212) 658-5805
   Fax: (212) 658-5898
   E-mail: scott.spitzer@bowne.com

   Represented by:
   Schuyler Carroll
   Arent Fox, LLP
   1675 Broadway
   NYC, NY 10019
   Telephone: (212) 484-3955
   Fax: (212) 484-3990
   E-mail: schuyler.carroll@arentfox.com

2. Daniel R. Kadolph
   519 Arbor Lane
   South Elgin, IL 60177
   Telephone: (708) 805-3197
   Cell: (847) 697-6393
   E-mail: dkadolph@aol.com

3. MBHI Capital Trust IV
   c/o Wilmington Trust Company, as Trustee
   1100 North Market Street
   Wilmington, DE 19890
   Telephone: (302) 636-6395
   Fax: (302) 651-8882
   E-mail: scimalore@wilmingtontrust.com

   Represented by:
   Jason J. Solomon
   Telephone: (704) 444-1295
   Fax: (704) 444-1111
   E-mail: jason.solomon@alston.com

   J. William Boone
   Telephone: (404) 881-7282
   Fax: (404) 253-8494
   E-mail: bill.boone@alston.com

4. David Peck
   1301 Brighton Drive
   Wheaton, IL 60189
   Telephone: (630) 388-8201
   E-mail: dcpeck44@gmail.com

M & I Marshall & Ilsley Bank was dropped from the list.

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank, however, became subject to FDIC
receivership this May.

Midwest Banc Holdings filed for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-37319) in Chicago on August 20, 2010. Hinshaw &
Culbertson serves as bankruptcy counsel to the Debtor.  Midwest
Banc disclosed assets of $9,690,937 and debts of $144,746,169 as
of the bankruptcy filing.


MMI GENOMICS: Organizational Meeting to Form Panel on Dec. 8
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 8, 2010, at 11:00 a.m.
in the bankruptcy case of MMI Genomics Inc.  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Room
2112, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Calverton, Maryland-based MMI Genomics Inc. applies genomics
technologies to develop livestock and companion animal products
that enhance animal health.  It filed for Chapter 11 bankruptcy
protection on November 18, 2010 (Bankr. D. Del. Case No. 10-
13775).  Adam Hiller, Esq., at Pinckney, Harris & Weidinger, LLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $1 million to $100 million.

Affiliate MetaMorphix, Inc. (Bankr. D. Del. Case No. 10-10273),
filed a separate Chapter 11 petition on January 28, 2010.


MPG TRUST: Grants New CEO 600,000 Shares of Restricted Stock
------------------------------------------------------------
On November 24, 2010, MPG Office Trust, Inc., a Southern
California focused real estate investment trust, granted David L.
Weinstein, its president and chief executive officer, 600,000
shares of restricted common stock pursuant to the terms of his
employment agreement effective November 21, 2010, and a restricted
stock agreement.  Subject to Mr. Weinstein's continued employment
with the Company, 50% of the shares subject to the restricted
stock award will vest on November 21, 2011 and the remaining 50%
of the shares subject to the restricted stock award will vest on
November 21, 2012.

In addition, the restricted stock award is subject to full
accelerated vesting in the event of a termination of
Mr. Weinstein's employment by the Company without cause, by
Mr. Weinstein for good reason or due to Mr. Weinstein's death or
disability, or upon a change in control of the Company.  The
restricted stock award was granted to Mr. Weinstein as an
employment inducement award pursuant to New York Stock Exchange
rules.

The Company registered on November 24, 2010, through a Form S-8
filing with the Securities and Exchange Commission, the 600,000
shares of Common Stock issuable to Mr. Weinstein pursuant to the
Restricted Stock Agreement entered into between the Company, MPG
Office, L.P. and Mr. Weinstein.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholder's deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEVLINA FUNDING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Nevlina Funding LLC
        1110 Roosevelt
        Irvine, CA 92620

Bankruptcy Case No.: 10-26904

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Stanley D. Bowman, Esq.
                  700 N. Pacific Coast Highway, Suite 202A
                  Redondo Beach, CA 90277
                  Tel: (310) 937-4529
                  E-mail: sb@stanleybowman.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Gary Jones.


NORTEL NETWORKS: To Sell China JV Assets to Ericsson for $50MM
--------------------------------------------------------------
Nortel Networks Corporation disclosed that Guangdong Nortel
Telecommunications Equipment (GDNT) has entered into an asset sale
agreement with Ericsson (China) Communications Company Ltd. for
the sale of substantially all of the assets of GDNT for a purchase
price of $50 million in cash, subject to certain purchase price
adjustments.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

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

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


NYC OFF-TRACK: Defers Plan Process to Wait for Legislation
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge signed an order approving a
disclosure statement explaining the Chapter 9 municipal
reorganization plan for Off-Track Betting Corp.

NYC OTB said it wouldn't solicit creditors' votes unless the
legislation proposed by outgoing New York Governor David Paterson
passes.

NYC OTB has warned that unless a special session of the New York
legislature adopts enabling legislation, the Debtor would close
down this week for lack of cash.

OTB's board of directors voted December 1 to approve a closing
plan, said Jessica Bassett, a spokeswoman for New York Governor
David Paterson, according to Bloomberg News.  The closing would
lead to the loss of as many as 800 employee jobs, she said.

OTB, which is trying to restructure in bankruptcy, pressed
lawmakers at a special session this week to pass legislation it
needs to continue operating.  The state Assembly passed the bill
November 30.  The Senate didn't take up the measure and must
approve it by Dec. 3 to avert a shutdown, according to
Ms. Bassett.

                    About NYC Off-Track Betting

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB sought protection under Chapter 9 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009.  NYC
OTB is represented by Richard Levin, Esq., at Cravath, Swaine &
Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C.
Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York City.

At September 30, 2009, NYC OTB disclosed $18,468,147 in total
assets, $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


ODYSSEY PROPERTIES: Wants Until January 31 to Propose Plan
----------------------------------------------------------
Odyssey Properties III, LLC, et al., ask the U.S. Bankruptcy Court
for the Middle District of Florida to extend their exclusive
periods to file and solicit acceptances for the proposed Plan of
Reorganization until January 31, 2010, and April 1, 2011.

The Debtors filed their request for an extension before their
exclusivity will expire on November 30.

The Debtors need more time to discuss with the constituencies in
the cases, most if no all, of which are aware of the Debtors'
progress toward reorganization.

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


ODYSSEY PROPERTIES: Hearing on DIP Loan Continued Until Dec. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
continued until December 16, 2010, at 1:30 p.m., the hearing
consider Odyssey Properties III, LLC, et al.'s request to obtain
postpetition financing from OC DIP, LLC.

As reported in the Troubled Company Reporter on Aug 17, 2010, the
DIP Lender committed to provide up to $2.9 million.  The DIP Loan
will be a revolving credit facility.

A copy of the summary of terms and conditions of the DIP credit
facility is available for free at:

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

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP Loan and will be comprised of two separate facilities:

  * Facility A will have a principal amount of up to $2.5 million,
    with any borrowing to be used solely for administrative costs
    of the Debtors and general operational costs in connection
    with the Debtors' projects.  Advances under Facility A will be
    made at any Debtor's request and funded solely in the DIP
    Lender's discretion.  Facility A will be an unsecured loan to
    the applicable Debtors.  The DIP Lender will be granted a
    superpriority administrative expense claim for all amounts
    advanced under Facility A.  The Facility A Loans will bear
    interest at 0% per annum.  All Facility A Loans will be come
    due and payable one year from the entry by the Court of the
    interim borrowing order.

  * Facility B will have a principal amount of up to $400,000,
    with any borrowing to be used solely for the cost of any
    tenant improvements constructed at any projects.  Advances
    under Facility B will be made at any Debtor's request and
    funded solely in the DIP Lender's discretion.  Facility B will
    be secured by all of the tenant improvements and the lien
    granted to the DIP Lender will be senior to all prepetition
    and postpetition liens of the Lenders and all other parties in
    the assets and property of the Debtors.  The DIP Lender will
    also be granted a superpriority administrative
    expense claim for all amounts advanced under Facility B.  The
    Facility B Loans will bear interest at 0% per annum.  With
    respect to the funded leases, during the term of Facility B,
    50% of all gross rents collected by all applicable Debtors in
    connection with the funded leases will be paid upon receipt by
    the applicable Debtors directly to the DIP Lender as partial
    repayment under Facility B.  The balance of the Facility B
    Loans will be due and payable upon the Facility B maturity
    date, which will be a year from the entry by the Court of the
    interim borrowing order.

Prior to the closing and continuing during the terms of the
Facility A and B Loans, the DIP Lender will be designated as the
manager for each limited liability company Debtor.  OC DIP SUB 1,
LLC, will be designated as the general partner of Walden Woods
III, Ltd.  Other than the existing lawsuits which have been
initiated by certain of the Lenders prior to the Petition Date,
there will not be pending, at any time during the terms of the
Facility A and B Loans, any additional suits in any jurisdiction
against any guarantors in connection with any of the Debtors'
prepetition loans.  The Facility B advances will only be used by
any applicable Debtor for the funding of construction of tenant
improvements in connection with funded leases.

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


OMNICARE INC: Moody's Assigns 'Ba3' Rating on Bond Offering
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Omnicare, Inc.'s new
convertible senior subordinated bond offering and a (P)Ba3 to
senior subordinated securities listed under Omnicare's WKSI shelf.
At the same time, due to the expected tender of up to $525 million
in senior convertible notes, Moody's downgraded Omnicare's
existing senior subordinated notes to Ba3 from Ba2 and existing
convertible senior notes to B2 from B1.  All other ratings,
including Omnicare's Ba3 Corporate Family Rating and SGL-1, were
affirmed.  The rating outlook remains negative.

                        Ratings Rationale

Proceeds from this offering are expected to be used to fund the
tender of up to $525 million of 3.25% convertible senior notes.
Moody's understand that any remaining proceeds will be used toward
debt repayment.

Omnicare's Ba3 CFR reflects its moderately high financial
leverage, and uncertainty associated with healthcare reform
legislation and reimbursement risk facing the long term care
pharmacy sector.  As a result, Moody's believes Omnicare's credit
ratios, including leverage, will need to exceed the Ba3 level to
help offset this concern.  Although Omnicare is large relative to
other Ba3 rated companies based on revenues and has a leading
national position in this niche market, the company still contends
with competitive pressures, largely from local market players.  As
the company transitions to a new senior management team, there is
higher risk associated with uncertainty related to strategic
initiatives and financial policies.  Although cultural changes are
expected to be implemented, it is too early to determine the
extent to which these changes will benefit operating performance.

Because of recent operating issues, including a declining bed
count, lower census at nursing homes, lower script volume, and
competitive pricing pressures, the ability to achieve or sustain
expected metrics is less certain, contributing to a negative
outlook.  Based on twelve month financials ended September 30,
2010, Debt/EBITDA is estimated at 4.1 times ("B" range).  In
Moody's view, a key concern is the decline in script volume and
the effects on Omnicare's purchasing power and competitive
pricing.

If the company sees protracted or further deterioration in
operating results, or if deleveraging is not expected to occur,
the ratings could be downgraded.  If, however, Omnicare is able to
reverse negative operating trends and can realize better cushions
to offset reimbursement uncertainties, the outlook could return to
stable.

Ratings assigned with a negative outlook:

Omnicare, Inc.

  -- New $500 million senior subordinated notes at Ba3, LGD3, 44%
  -- Sr. Subordinated Shelf at (P)Ba3

Ratings affirmed with a negative outlook:

Omnicare, Inc.

  -- Corporate Family Rating at Ba3
  -- Probability of Default Rating at Ba3
  -- Secured revolver at Baa3, LGD1, 6%
  -- SGL-1 Speculative Grade Liquidity Rating

Omnicare Capital Trust I

  -- PIERS Trust Preferreds at B2, LGD6, 94%

Omnicare Capital Trust II

  -- PIERS Trust Preferreds at B2, LGD6, 94%

Ratings downgraded with a negative outlook:

  -- Senior subordinated notes to Ba3 LGD3, 44% from Ba2, LGD3,
     34%

  -- Convertible senior notes to B2, LGD5, 85% from B1, LGD5, 76%

Omnicare, Inc., headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


PALM HARBOR: Taps BMC Group as Claims, Noticing & Balloting Agent
-----------------------------------------------------------------
Palm Harbor Homes, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ BMC
Group, Inc., as claims, noticing, and balloting agent as of the
Petition Date.

BMC will, among other things:

     a. prepare and serve notices required in the Debtors'
        bankruptcy cases;

     b. receive, record and maintain copies of all proofs of claim
        and proofs of interest filed in the bankruptcy cases;

     c. create and maintain the official claims register(s); and

     d. receive and record all transfers of claims.

BMC will charge the Debtors with BMC's standard prices for its
services, expenses and supplies at the rates or prices in effect
on the day the services and supplies are provided to the Debtor.
BMC will be provided with an advance payment retainer of $15,000.

A copy of the Debtors' agreement with BMC is available for free
at http://bankrupt.com/misc/PALMHARBOR_claimsagentpact.pdf

Tinamarie Feil, BMC's President of Client Services, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                        About Palm Harbor

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and
attorneys at Locke Lord Bissell & Liddell LLP serve as bankruptcy
counsel to the Debtors.  Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer.  Raymond James And
Associates, Inc., is the Debtors' investment banker.  Alvarez &
Marshal North America, LLC, is the Debtors' financial advisor.


PALM HARBOR: Taps Locke Lord as Bankruptcy Counsel
--------------------------------------------------
Palm Harbor Homes, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Locke
Lord Bissell & Liddell LLP as bankruptcy counsel nunc pro tunc to
the Petition Date.

Locke Lord will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors, Debtors' employees and other parties in
        interest;

     b. advise the Debtors in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of asset, stock purchase, merger or joint
        venture agreements, formulate and implement bidding
        procedures, evaluate competing offers, draft appropriate
        corporate documents with respect to the proposed sales,
        and counsel the Debtors in connection with the closing of
        the sales;

     c. advise the Debtors in connection with postpetition
        financing and cash collateral arrangements and negotiate
        and draft documents relating thereto, provide advice and
        counsel with respect to prepetition financing
        arrangements, and provide advice to the Debtors in
        connection with the emergence financing and capital
        structure, and draft documents relating thereto; and

     d. negotiate and prepare plan(s) of reorganization or
        liquidation, disclosure statement(s) and all related
        agreements and documents and take any necessary action on
        behalf of the Debtors to obtain confirmation of the
        plan(s).

Locke Lord will be paid based on the rates of its professionals:

        Partners                              $405-$900
        Associates                            $200-$590
        Paralegals and Research Assistants    $135-$285

David W. Wirt, Esq., a partner at Locke Lord, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                        About Palm Harbor

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and
attorneys at Locke Lord Bissell & Liddell LLP serve as bankruptcy
counsel to the Debtors.  Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer.  Raymond James And
Associates, Inc., is the Debtors' investment banker.  Alvarez &
Marshal North America, LLC, is the Debtors' financial advisor.
BMC Group, Inc., is the Debtors' claims agent.


PALM HARBOR: Wants to Hire Raymond James as Investment Banker
-------------------------------------------------------------
Palm Harbor Homes, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Raymond James & Associates, Inc., as investment banker nunc pro
tunc to the Petition Date.

Raymond James will, among other things:

     a. review and analyze the Debtors' business, operations,
        properties, financial condition and prospects;

     b. evaluate the Debtors' debt capacity, advise the Debtors
        generally as to available financing and assist in the
        determination of an appropriate capital structure;

     c. assist the Debtors in evaluating potential transaction
        alternatives and strategies, including debtors-in-
        possession and exit financing for the Debtors; and

     d. advise the Debtors as to potential mergers or
        acquisitions, and the sale or other disposition of any of
        the Debtors' assets or businesses.

As compensation for Raymond James' services, the Debtors have
agreed to pay Raymond James on these terms:

     a. Monthly Advisory Fee -- The Company will pay Raymond James
        a monthly retainer of $75,000 upon the Company's signing
        of the Engagement Letter, and upon each monthly
        anniversary thereof.  All Monthly Advisory Fees paid under
        this section plus an additional $250,000 will be credited
        towards any Business Combination, Financing or
        Restructuring Transaction Fee owed by the Company to
        Raymond James under the Engagement Letter.  The Credit
        Amount will not be credited towards fees earned pursuant
        to the DIP Financing.

     b. Financing Transaction Fee -- The Company will pay Raymond
        James a cash fee upon closing a Financing Transaction,
        whether on a stand-alone basis or to consummate any other
        Transaction, equal to the sum of (i) 2.0% of the Aggregate
        Gross Proceeds of all senior secured notes and bank debt
        raised, (ii) 4.0% of the Aggregate Gross Proceeds of all
        second lien junior secured, unsecured, non-senior and
        subordinate debt raised, and (iv) 5.0% of the Aggregate
        Gross Proceeds of all equity or equity-linked securities
        (including convertible securities and preferred stock)
        raised, which fees will be paid immediately out of the
        proceeds of the placement.  The amount of the Financing
        Transaction Fee will be fixed at $200,000 for a debtor-in-
        possession credit facility, in addition to any other fees
        paid hereunder.

     c. Restructuring Transaction Fee -- The Company will pay
        Raymond James a cash fee in conjunction with a
        Restructuring Transaction in an amount equal to 1.5% of
        the face amount of the Existing Obligations that are
        restructured, modified, amended, forgiven or otherwise
        compromised.  The fee will be payable on the earlier of
        (i) the date on which a Restructuring Transaction is
        consummated or (ii) the date on which any amendment to or
        other changes in the instruments or terms pursuant to
        which any Existing Obligations were issues or entered into
        become effective.

     d. Business Combination Transaction Fee -- In the event of a
        bankruptcy auction that involves an initial stalking horse
        bid based on the letter between Cavco Industries, Inc.,
        Fleetwood Homes, Inc., Third Avenue Trust and the Company
        dated November 3, 2010, Raymond James is entitled to a
        Business Combination Transaction Fee that will be paid to
        Raymond James as a cash fee out of proceeds as a cost of
        sale at the closing and, in the event Raymond James is
        entitled to a Business Combination Transaction Fee on a
        transaction that is higher and better than the Stalking
        Horse Bid, said Business Combination Transaction Fee will
        be paid to Raymond James as a cash fee out of proceeds as
        a cost of sale at the closing as a carve-out to the
        Lenders' liens and claims in an amount equal to:

       Description            Business Combination Transaction Fee
  i. Stalking Horse Bid           $700,000

ii. Incremental $10,000,000      2.00% on the incremental of
     Consideration above the      $10,000,000 of Consideration
     Stalking Horse Bid

iii. Incremental Consideration    3.00% on the incremental
     between $10,000,001 and      Consideration between
     $20,000,000 above the        $10,000,001 and $20,000,000
     Stalking Horse Bid

iv. Incremental Consideration    4.00% on the incremental
     in excess of $20,000,000     Consideration in excess of
     above the Stalking Horse     $20,000,000
     Bid

In the event of a bankruptcy auction that does not involve the
Stalking Horse Bid, Raymond James will be paid a cash fee out of
proceeds as a cost of sale at the closing of the Business
Combination Transaction as a carve-out to the Lenders' liens and
claims in an amount equal to the aggregate of:

      Description             Business Combination Transaction Fee
  i. First $50,000,000 of     1.25% of the first $50,000,000 of
     Consideration            Consideration

ii. Incremental $10,000,000  2.00% on the incremental $10,000,000
     of Consideration above   of Consideration
     the Initial Amount

iii. Incremental amount of      3.00% on the incremental
     Consideration between      Consideration between $10,000,001
     $10,000,001 and            and $20,000,000
     $20,000,000 above the
     Initial Amount

iv. Incremental amount of      4.00% on the incremental
     Consideration in excess    Consideration in excess of
     of $20,000,000 above       $20,000,000
     the Initial Amount

   e. Reimbursement -- The Company will reimburse Raymond James,
      within thirty days of receipt of an invoice thereof, for
      reasonable out-of-pocket expenses, including legal fees,
      incurred by Raymond James in connection with the Engagement
      Letter.

Rajinder Singh, Raymond James' managing director, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                        About Palm Harbor

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and
attorneys at Locke Lord Bissell & Liddell LLP serve as bankruptcy
counsel to the Debtors.  Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer.  Alvarez & Marshal North
America, LLC, is the Debtors' financial advisor.  BMC Group, Inc.,
is the Debtors' claims agent.


PALM HARBOR: Organizational Meeting to Form Panel on Dec. 13
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 13, 2010, at 12:00 p.m.
in the bankruptcy case of Palm Harbor Homes Inc, et al.  The
meeting will be held at Hotel DuPont, 11th & Market Streets,
Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No. 10-
13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No. 10-
13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No. 10-
13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No. 10-
13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No. 10-
13854) filed separate Chapter 11 petitions.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and
attorneys at Locke Lord Bissell & Liddell LLP serve as bankruptcy
counsel to the Debtors.  Brian Cejka at Alvarez & Marsal is the
Debtors' chief restructuring officer.  Raymond James And
Associates, Inc., is the Debtors' investment banker.  Alvarez &
Marshal North America, LLC, is the Debtors' financial advisor.
BMC Group, Inc., is the Debtors' claims agent.


PAUL PANELLI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Paul Panelli
        1059 Sagebrush Road
        Carlsbad, CA 92011

Bankruptcy Case No.: 10-21276

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Arthur Stockton, Esq.
                  STOCKTON LAW OFFICES
                  27322 Calle Arroyo, Suite 36D
                  San Juan Capistrano, CA 92675
                  Tel: (866) 682-8776
                  Fax: (866) 207-4082
                  E-mail: art@stocktonlawoffices.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/casb10-21276.pdf


PERFORMANCE FOOD: S&P Withdraws 'CCC+' Rating on Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its
preliminary 'CCC+' issue-level and '6' recovery ratings on
foodservice distributor Performance Food Group Inc.'s (formerly
Vistar Corp.) proposed $550 million seven-year senior unsecured
notes due 2017 since the offering was not completed.  The company
has postponed the proposed financing transaction, which was
intended to refinance about $300 million of existing debt and pay
a $250 million dividend to its financial sponsors.

The preliminary corporate credit rating remains unchanged and the
outlook remains stable, reflecting S&P's expectation that the
company will maintain its market position and improve
profitability despite the highly competitive environment.  S&P
estimates that leverage remains high at about 5.7x excluding the
previously planned debt-financed dividend.

                           Ratings List

                    Performance Food Group Inc.

   Corporate credit rating                        B/Stable/--

                            Not Rated

                   Performance Food Group Inc.

                                               To     From
                                               --     ----
Proposed $550 mil 7-yr sr unsec nts due 2017  NR     CCC+(prelim)
  Recovery rating                              NR     6 (prelim)


PROPERTY DATA: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Property
Data (U.S.) I, Inc.  The ratings assigned consist of a B2
Corporate Family rating, B2 Probability of Default rating and Ba3
senior secured rating.  The ratings outlook is stable.

Proceeds from MDA Info Products' $350 million senior secured term
debt (rated Ba3) together with $175 million of (unrated) senior
subordinated notes and $315 million of common equity issued to TPG
Capital, L.P., will be used to fund the acquisition of MDA Info
Products from MacDonald, Dettwiler and Associates Ltd. for
$840 million including fees and expenses.  MDA Info Products will
also have access to a $50 million senior secured revolver (rated
Ba3) that is expected to be undrawn at the close of the
transaction.

                        Ratings Rationale

MDA Info Products' B2 CFR is constrained by the small size and
narrow focus of its operations, which primarily involve providing
property information and related solutions to the financial
services sector.  High pro-forma financial leverage of roughly 6x
and free cash flow that Moody's expects to remain in the low
single digits relative to debt levels through the near term are
also factors that weigh on the rating.  The B2 CFR is supported by
MDA Info Products' strong market positions in multiple products
within its market niches, good geographic exposure, significant
amount of recurring revenues derived through subscription services
with blue chip customers and the essential, but relatively low
cost, nature of its products to its customers' processes, all of
which reduce the expected volatility of the company's results
through the economic cycle.

The stable outlook is based on Moody's expectation that MDA Info
Products will generate modest earnings growth while balancing the
use of its free cash flow between debt reduction, acquisitions
and/or shareholder returns.

A ratings upgrade consideration would require expectations for
sustained Debt/ EBITDA below 5x and maintenance of the company's
strong market position.  Downward rating pressure could arise if
Moody's expected free cash flow to be negative for a sustained
period or if Moody's expected Debt/ EBITDA to be sustained above
6.5x.

These ratings/assessments were assigned:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $50 million Senior Secured Revolving Credit Facility -- Ba3
  (LGD-3, 31%)

* $350 million Senior Secured Term Loan 'B' -- Ba3 (LGD-3, 31%)

Property Data (U.S.) I, Inc., was formed by TPG Capital, L.P. to
acquire the Information Products division of MacDonald Dettwiler
and Associates Ltd., with an expected close in early 2011.  The
acquired businesses provide commercial and residential property
information to the financial services sector.  Annual revenues
total roughly $350 million.


PROPERTY DATA: S&P Assigns 'B' Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to U.S.-based information service
provider Property Data (U.S.) I Inc. (operating as MDA Info
Products).  The outlook is stable.  On a pro forma basis, Standard
& Poor's expects the company to have US$525 million of reported
debt outstanding.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating (one notch higher than the corporate credit rating on the
company), and '2' recovery rating, to Property Data's proposed
US$400 million senior secured credit facilities, which consist of
a US$350 million term loan due 2017 and a US$50 million revolving
credit facility due 2016.  The '2' recovery rating indicates S&P's
expectations of substantial (70%-90%) recovery in the event of
default.

These rating assignments follow the planned US$820 million
leveraged buyout of Property Data by an affiliate of U.S.-based
private equity investor TPG Capital (not rated) from Canada-based
MacDonald, Dettwiler and Associates Ltd. (not rated).  TPG expects
to fund the transaction with a US$350 million senior secured term
loan, US$175 million of senior subordinated notes, and about
US$315 million of equity.  The newly rated senior secured
facilities will also be used to partially fund the LBO.  Standard
& Poor's currently assumes the purchase transaction and funding
will close in January 2011.

"The ratings on Property Data reflect what S&P views as the
company's highly leveraged financial risk profile characterized by
pro forma adjusted debt to EBITDA of about 6.6x, weak pro forma
cash flow protection measures, and an aggressive financial policy
given the company's leveraged capital structure and financial
sponsor ownership," said Standard & Poor's credit analyst Madhav
Hari.  "The ratings also reflect S&P's assessment of a weak
business risk profile owing to what S&P considers the company's
relatively small scale, moderate diversity, and weak revenue
performance in the past two years," Mr. Hari added.

These factors are somewhat mitigated, S&P believe, by Property
Data's position as a leading provider of property related
information to property insurance underwriters in the U.S.--a
business that generates more than 50% of pro forma EBITDA for the
company and, in S&P's opinion, provides good near-term revenue
visibility and generates strong profitability.  To a lesser
extent, the ratings on Property Data are also supported by the
added diversity provided by its financial services operations,
which have proven to be more vulnerable to macroeconomic shifts in
recent years, but now appear to be stabilizing.

Property Data is an information service provider to the property
insurance and financial services industry in the U.S., Canada, the
U.K., and Ireland.  The company operates as three divisions: U.S.
Property Information division, North American Financial Services,
and U.K. Financial Services.

The stable outlook primarily reflects what S&P views as the
strength of the company's U.S. Property Information division.  The
division provides reasonable near-term visibility for more than
50% of consolidated EBITDA due to its strong market position in
the underwriting segment and its recurring revenue generation from
leading property insurance customers in the U.S. The stable
outlook further assumes that operating performance at the North
American and U.K. Financial Services divisions remains relatively
steady in 2011.  Under these parameters, S&P expects Property Data
to generate sufficient cash flow to fund higher debt service costs
and capital expenditures in the next couple of years, which should
lead to relatively stable pro forma adjusted debt leverage (at the
mid-6x level).  S&P could consider a downgrade should the company
face operational weakness, potentially due to large customer loss
or increased competitive pressures, which could affect operating
cash flow while weakening adjusted debt leverage to more than 7x
and constraining liquidity.  S&P believes near-term upside to the
ratings is constrained by the company's high debt leverage,
limited visibility for revenue growth given still-challenging
market conditions, and ownership considerations.


REALOGY CORP: Exchange Offer Cues S&P's Rating Cut to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services said that upon consummation of
Realogy Corp.'s proposed exchange offer announced, S&P's issue-
level ratings on the company's 10.5% senior notes due 2014, 11.75%
senior toggles notes due 2014, and 12.375% subordinated notes due
2015 would be lowered to 'D' from 'C'.  Realogy's senior secured
revolver, term loan, and synthetic LOC facilities would remain
rated at 'CCC-', the company's senior secured second-lien term
loan would remain rated at 'C', and the corporate credit rating
will remain at 'CC' during and following the completion of the
exchange.

Realogy announced it is offering to exchange these existing notes
at par (prior to the consent date on Dec. 13, 2010):

* 10.5% senior notes due 2014 for 11.5% senior notes due 2017 or
  11% series A convertible subordinated notes due 2018;

* 11.75% senior toggle notes due 2014 for 12% senior unsecured
  notes due 2017 or 11% series B convertible subordinated notes
  due 2018; and

* 12.375% subordinated notes due 2015 for 13.375% subordinated
  notes due 2018 or 11% series C convertible subordinated notes
  due 2018.

Upon consummation of the exchange, S&P's expected downgrade to 'D'
of the senior unsecured and subordinated notes reflects S&P's view
that the exchange would be tantamount to a default according to
its criteria, notwithstanding the offer at par, because the
exchange will extend the original maturity and result in a more
junior ranking for many debtholders who tender.  S&P's corporate
credit rating on Realogy will not be affected by the exchange
offer.  This is because S&P already lowered this rating to 'SD'
(selective default) on Sept. 29, 2009, following an earlier
exchange, and the current exchange offer reflects a continuing
effort on the part of the company to find solutions to manage its
highly leveraged capital structure, which was put in place to fund
its leveraged buyout several years ago.  In addition, the current
proposed exchange would not be a deleveraging event, although
Realogy would benefit from an extended maturity profile.

Following the completion of the exchange, S&P expects to raise its
issue-level ratings on the existing notes to 'C' from 'D' and
assign a 'C' rating to the new notes offered in the exchange.  The
company also announced that investors representing approximately
64% of the aggregate outstanding principal amount of the existing
notes, including Paulson & Co. Inc., Avenue Capital Management II
L.P., and Apollo Management L.P. (the company's equity sponsor),
have agreed to consummate the exchange under varying terms.
Still, consummation of the exchange is contingent upon a minimum
of $2.65 billion in aggregate principal amount of existing notes
(out of $3.045 billion in total aggregate principal outstanding)
being validly tendered and accepted by Realogy.

In the event the exchange is consummated, S&P anticipates that the
rating outlook would remain developing, indicating that its 'CC'
corporate credit rating on Realogy could go up or down depending
on the direction of the U.S. residential housing market.  Upside
potential exists in the event S&P become more confident that
Realogy can generate adequate EBITDA to cover total interest
expense (including pay-in-kind interest) and other calls on cash,
and otherwise maintain a manageable liquidity position with
adequate cash balances and revolver availability.  However, any
future upgrade is probably limited to the 'CCC' category under
these circumstances.  A potentially higher rating above the 'CCC'
category would likely be contingent upon S&P's expectation that
Realogy will produce sustainable levels of positive discretionary
cash flow that enables the company to begin reducing its large
debt balances, which totaled about $7.8 billion (including
operating leases and securitization debt) at September 2010.
Leverage was high, at 14x, as of September 2010, although this was
an improvement from 20x the prior year.

S&P's downside scenario involves a failure of the residential real
estate market to recover in 2011.  In this scenario, an extended
period of revenue decline could make Realogy unable to service its
current capital structure.  While S&P believes this downside
scenario exists, S&P acknowledge private-equity sponsor Apollo is
likely to support Realogy's liquidity position for a period of
time.

                           Ratings List

                         Current Ratings

                          Realogy Corp.

     Corporate Credit Rating                CC/Developing/--

     Senior Secured First Lien              CCC-
       Recovery Rating                      2

     Senior Secured Second Lien             C
       Recovery Rating                      6

     Senior Unsecured                       C
       Recovery Rating                      6

     Subordinated                           C
       Recovery Rating                      6


REALOGY CORPORATION: Moody's Sees Notes Exchange as "Distressed"
----------------------------------------------------------------
Moody's Investors Service stated that Realogy Corporation's
recently announced exchange offer will be viewed as a distressed
exchange upon closing.  Realogy announced that it has commenced
offers to exchange its existing senior cash pay notes, senior
toggle notes and senior subordinated notes for new notes with
extended maturity dates.  Given Moody's view that Realogy's
existing capital structure is unsustainable, the exchange offer
will be considered a limited default upon closing and Moody's will
append an /LD to the Probability of Default Rating.

Consummation of the exchange offer is conditioned upon, among
other things, the tender of at least $2.65 billion aggregate
principal amount of existing notes.  Apollo Management VI, L.P.,
or one of its affiliates and certain other investors, which
collectively held approximately 64% of the aggregate outstanding
principal amount of the existing notes, have agreed to tender
their notes in the exchange offer.

Although the completion of the exchange offer would extend the
maturity profile and add convertible debt to the capital
structure, it would not result in a reduction in leverage or
interest expense.  Pro forma for the exchange offer, Realogy's
credit metrics will remain very weak with debt to EBITDA (before
Moody's standard adjustments) projected at over 14 times for the
2010 calendar year.  It should be noted that pro forma for the
exchange offer, Realogy will still have $3.1 billion in first lien
term debt maturing in 2013.  The company recently disclosed that
due to the weak housing market, continued compliance with credit
facility covenants for the quarter ended March 31, 2011, will
require Realogy to complete a further refinancing or restructuring
of its secured debt or receive an equity cure.  Realogy is seeking
to achieve such a refinancing, restructuring or equity cure prior
to March 31, 2011.  The Caa2 CFR continues to reflect Moody's view
that current debt levels are unsustainable and that a substantial
reduction in debt levels will be required to stabilize the capital
structure.

Noteholders who participate in the exchange must also deliver
consents to certain amendments to the indentures of the existing
notes to remove substantially all restrictive covenants and
certain default provisions.  The approval of these proposed
amendments requires the consent of holders of at least a majority
of the aggregate outstanding principal amount of each series of
existing notes.  If the exchange offer is completed and the
proposed amendments approved, Moody's will consider whether to
downgrade the ratings of any existing senior notes that remain
outstanding to reflect the loss of covenant protections.

Realogy Corporation is a leading global provider of real estate
and relocation services.  Realogy is substantially owned and
controlled by an affiliate of Apollo Management, L.P., and
reported revenues of about $4.2 billion in the twelve months ended
September 30, 2010.


RICHARD PEACOCK: Wants Access to Coconut Grove's Cash Collateral
----------------------------------------------------------------
Richard Peacock asks the U.S. Bankruptcy Court for the Southern
District of Florida for authorization to use cash securing a debt
to Coconut Grove Bank.

The Debtor's rental property is encumbered by a mortgage in favor
of Coconut Grove.  The Debtor intends to use the rental income
generated from the rental property to pay expenses associated with
maintaining the rental property, which include the debt service,
taxes, insurance and utilities.

The Debtor also asks the Court that he be allowed to exceed any
line item on the budget by an amount equal to 10% of each line
item; and that he be entitled to use any profit after payment of
the expenses toward his living expenses.

The Debtor relates that the secured creditor is adequately
protected in that the Debtor will be operating on a cash flow
basis.  Additionally, as adequate protection for a 90 day period,
the Debtor will continue making payment of the monthly mortgage
and will provide replacement lien.

                         About Richard Peacock

Vero Beach, Florida-based Richard Peacock operates a rental
property located at Coconut Grove, Florida.  He filed for Chapter
11 bankruptcy protection on October 21, 2010 (Bankr. S.D. Fla.
Case No. 10-42195).  Bradley S. Shraiberg, Esq., who has an office
in Boca Raton, Florida, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.


RICHARD PEACOCK: Taps Shraiberg Ferrera as Bankruptcy Counsel
-------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Richard Peacock to employ
Bradley S. Shraiberg, Esq. at Shraiberg, Ferrera & Landau, P.A.,
as general bankruptcy counsel.

Shraiberg Ferrera is representing the Debtor in the Chapter 11
proceedings.

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

Vero Beach, Florida-based Richard Peacock operates a rental
property located at Coconut Grove, Florida.  He filed for Chapter
11 bankruptcy protection on October 21, 2010 (Bankr. S.D. Fla.
Case No. 10-42195).  Bradley S. Shraiberg, Esq., who has an office
in Boca Raton, Florida, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.


RICHARD PEACOCK: U.S. Trustee Unable to Form Creditors Panel
------------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Southern District of Florida that until
further notice, it will not appoint an official committee of
unsecured creditors in the Chapter 11 case of Richard Peacock.

Vero Beach, Florida-based Richard Peacock operates a rental
property located at Coconut Grove, Florida.  He filed for Chapter
11 bankruptcy protection on October 21, 2010 (Bankr. S.D. Fla.
Case No. 10-42195).  Bradley S. Shraiberg, Esq., who has an office
in Boca Raton, Florida, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.


RICHARD PEACOCK: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Richard Peacock filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

Name of Schedule             Assets            Liabilities
----------------             ------            -----------
A. Real Property            $25,700,000
B. Personal Property         $2,038,662
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $9,785,836
E. Creditors Holding
   Unsecured Priority
   Claims                                          $721,796
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $32,900
                             -----------        -----------
     TOTAL                   $27,738,662        $10,540,532

Vero Beach, Florida-based Richard Peacock filed for Chapter 11
bankruptcy protection on October 21, 2010 (Bankr. S.D. Fla. Case
No. 10-42195).  Bradley S. Shraiberg, Esq., who has an office in
Boca Raton, Florida, assists the Debtor in its restructuring
effort.


RICHARD PLANT, JR.: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard Michael Plant, Jr.
        557 West Drive
        Severna Park, MD 21146

Bankruptcy Case No.: 10-37036

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37036.pdf


RICHARD RALPH: Section 341(a) Meeting Scheduled for Dec. 28
-----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Richard
Ralph Joaquim and Nancy Reis Joaquim's creditors on December 28,
2010, at 10:30 a.m.  The meeting will be held at the U.S. Trustee
Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Paradise Valley, Arizona-based Richard Ralph Joaquim and Nancy
Reis Joaquim filed for Chapter 11 bankruptcy protection on
November 24, 2010 (Bankr. D. Ariz. Case No. 10-37930).  Stanford
E. Lerch, Esq., at Lerch & Deprima PLC, assists the Debtors in
their restructuring effort.  The Debtors estimated their assets
and debts at $10 million to $50 million.


ROBERT ROOD: Md. Dist. Ct. Rejects Appeal on Chapter 7 Conversion
-----------------------------------------------------------------
Robert F. Rood, IV, filed a voluntary Chapter 7 bankruptcy
petition (Bankr. D. Md. Case No. 08-17199) on May 29, 2008.
Thereafter, a number of adversary proceedings were commenced
within the lead bankruptcy case, including one filed by Southern
Management Retirement Trust, which alleged that the Debtor had
misappropriated $12,759,600 of its funds through an elaborate
network of business entities.  That adversary proceeding is still
ongoing.

On April 7, 2010, the Debtor filed a voluntary Chapter 11 petition
in the U.S. Bankruptcy Court for the Southern District of Florida.
At SMCRT's behest, the case was transferred case to Maryland,
assigned a separate case number (Bankr. D. Md. Case No. 10-22378)
and procedurally consolidated with the Chapter 7 proceeding.

In June 2010, the Debtor, proceeding pro se, sought dismissal of
his Chapter 11 petition.  SMCRT opposed.

The Bankruptcy Court denied the Debtor's request and entered a
separate order converting the case from Chapter 11 to Chapter 7.
The Debtors took an appeal.  SMCRT moved to dismiss the appeal.

The Hon. Deborah K. Chasanow of the U.S. District Court for the
District of Maryland holds that the Bankruptcy Court's denial of
the Debtor's motion to dismiss has little effect on the bankruptcy
case.  Accordingly, Judge Chasanow grants SMCRT's request to
dismiss the appeal.

According to Judge Chasanow, "because Debtor already has a
jointly-administered Chapter 7 case pending in this district, it
is unclear what prejudice, if any, could result from the
bankruptcy court's ruling.  Indeed, it appears that if he had
prevailed on the motion from which he appeals, he would
essentially be in the same position as he is presently."

The case is Robert F. Rood, IV, v. Southern Management Corporation
Retirement Trust, Case No. 10-cv-2651 (D. Md.), and a copy of
Judge Chasanow's November 29, 2010 Memorandum Opinion is available
at http://is.gd/i4Zuhfrom Leagle.com.


ROCK US: Wins Confirmation for Madison Ave. Building Sale
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the second of the U.S. subsidiaries of Rock Joint
Ventures Ltd. won confirmation of its reorganization plan on
Nov. 29, 20 days after the first company won approval of its plan.
The second plan dealt with the property on Madison Avenue in
Manhattan.  Previously, a plan was confirmed to provide for the
sale of the building on Fifth Avenue in Manhattan.

Mr. Rochelle recounts that the Rock US entities filed under
Chapter 11 on Sept. 15 aiming for quick confirmation of a
reorganization plan selling the 100-104 Fifth Ave. and 183 Madison
Ave. buildings for a combined $168.7 million.  The plan was
accepted before the Chapter 11 filing by Bank of Scotland Plc, the
agent to the lenders owed $267 million on a senior debt and $26
million on a subordinated obligation.  The plan assumed that no
creditors aside from the senior lenders would receive anything.

Mr. Rochelle relates the original offer for the Fifth Ave.
property was $93.5 million and $75.2 million for the building on
Madison Ave.  The price for the Fifth Ave. property didn't budge.
For the Madison Ave. property, the price increased to $85.1
million.  If both plans were confirmed at the original prices, the
plan would have given senior lenders a 63.2% recovery.  The
deficiency claim was to be treated as an unsecured claim receiving
nothing.

                      About Rock US Holdings

Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection
on September 15, 2010 (Bankr. D. Del. Case No. 10-12892).
Affiliates Rock US Investments LLC (Bankr. D. Del. Case No.
10-12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D.
Del. Case No. 10-12894), and Rock New York (183 Madison Avenue)
LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11
petitions.

In their petitions, Rock US Holdings and Rock US Investments each
estimated under $50,000 in assets and $100 million to $500 million
in debts as of the Petition Date.  Rock New York (100-104) and
Rock New York (183 Madison) each estimated $100 million to $500
million in both assets and debts.

Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard
PA, are the Debtors' general bankruptcy counsel.  Hogan Lovells US
LLP is the Debtors' special corporate and Litigation counsel.
Jones Day is the Debtors' special real estate counsel.


ROSEMARIE BREAULT: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rosemarie G. Breault
        2515 2nd Avenue
        Los Angeles, CA 90018

Bankruptcy Case No.: 10-61059

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Craig G. Margulies, Esq.
                  THE MARGULIES LAW FIRM
                  16030 Ventura Boulevard, Suite 470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  E-mail: cmargulies@margulies-law.com

Scheduled Assets: $1,163,130

Scheduled Debts: $2,131,806

A list of the Debtor's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-61059.pdf


SAGECREST HOLDINGS: Trial in Art Capital Suits to Begin Dec. 7
--------------------------------------------------------------
Trial is slated to begin December 7 in SageCrest II, LLC's
lawsuits against Art Capital Group and its related entities and
Art Capital's founder and CEO Ian Peck.

SageCrest II sued ACG, et al., on June 3, 2010, to recover
property of the plaintiff's estate.  Prior to that, SageCrest II
also filed suit in a New York State court on January 20, 2009, for
breach of contract.  That action was transferred to the Bankruptcy
Court on July 22, 2010.  Those adversary proceedings have been
consolidated.

Since the commencement of the adversary proceedings, there has
been a long history of discovery disputes.

Last month, the Hon. Alan H. S. Shiff denied the ACG entities' bid
motion to amend the Court's scheduling order.  Judge Shiff held
that the defendants have repeatedly disregarded the Court's orders
to produce a F.R.B.P. 30(b)(6) representative on designated dates
by failing to produce either Mr. Peck or an alternate.

Judge Shiff will consider monetary sanctions against the
defendants and Mr. Peck, at SageCrest's behest, after conclusion
of the scheduled trial.

According to a September 2007 Wall Street Journal report,
SageCrest loaned $37 million to ACG, which in turn lent $20
million to Berry-Hill Galleries, a New York art gallery.  Berry-
Hill filed for Chapter 11 bankruptcy protection in 2005,
triggering a wave of alleged loan defaults, followed by several
suits and countersuits in New York State Supreme Court.
SageCrest's attorney, Robert Friedman, at that time said the hedge
fund sued ACG after it failed to meet its obligations under the
loan, including payments due late in 2007.

In a January 2008 report by Linda Sandler for Bloomberg News,
SageCrest settled the dispute with ACG.  Terms of that deal was
not disclosed.  According to the Bloomberg report, after SageCrest
filed its suit, ACG countersued, alleging that SageCrest financed
a rival that lent money to a Berry-Hill affiliate, undermining
ACG's loan.  In 2007, Berry-Hill got a new lender, and ACG got its
money.

ACG, based in Manhattan, is one of the lenders that sprang up to
capitalize on the art-price boom by making loans to dealers and
collectors.

According to a post by Verve Fine Art Gallery, SageCrest and ACG
came to a settlement agreement in May 2008, when New York State
Supreme Court Justice Eileen Bransten directed Mr. Peck to
reimburse the hedge fund $6.7 million.  But no payment came
prompting SageCrest to sue again in 2009.

The cases are SageCrest II, LLC, v. ACG Credit Company II, LLC,
ACG Finance Company, LLC, Fine Art Finance, LLC, Art Capital
Group, LLC, Art Capital Group, Inc., ACG Credit Company, LLC, and
Ian S. Peck, Adv. Proc. No. 10-05042 (Bankr. D. Conn.); and
SageCrest II, LLC, v. Ian S. Peck, ACG Credit Company II LLC, ACG
Finance Company, LLC, Fine Art Finance LLC, Art Capital Group,
LLC, Art Capital Group Inc., and ACG Credit Company, LLC, Adv.
Proc. No. 10-05066 (Bankr. D. Conn.).

A copy of Judge Shiff's November 12 Memorandum and Order is
available at http://is.gd/i5otkfrom Leagle.com.

SageCrest is represented by:

          Robert S. Friedman, Esq.
          Mark E. McGrath, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON, LLP
          30 Rockefeller Plaza, 24th Floor
          New York, NY 10112
          Telephone: 212-634-3058
          Facsimile: 212-655-1758
          E-mail: rfriedman@sheppardmullin.com
                  mmcgrath@sheppardmullin.com

               - and -

          James Berman, Esq.
          ZEISLER AND ZEISLER
          558 Clinton Avenue
          Bridgeport, CT 6605
          Telephone: (203) 368-4234
          Facsimile: (203) 367-9678
          E-mail: jberman@zeislaw.com

The Defendants are represented by:

         Joshua H. Epstein, Esq.
         SORIN ROYER COOPER LLC
         1230 Avenue of the Americas, 7th Floor
         New York, NY 10020
         Telephone: 212-618-6322
         Facsimile: 212-618-6327
         E-mail: jepstein@sorinroyercooper.com

              - and -

         Elizabeth J. Austin, Esq.
         Jessica Grossarth, Esq.
         Pullman & Comley, LLC
         850 Main Street
         P.O. Box 7006
         Bridgeport, CT 06601-7006
         Telephone: 203-330-2243
         Facsimile: 203-576-8888
         E-mail: eaustin@pullcom.com
                 jgrossarth@pullcom.com

                          About SageCrest

SageCrest II, LLC, is part of a group of funds that was formed to
address the financial needs of companies which, due to the
consolidation of the banking and specialty finance sectors, had
been shut off from traditional sources of capital.  SC II and its
affiliates conduct business chiefly through two lines of business:
structured finance and real estate investment and development.  In
their structured finance business, SC II and its units have made
loans to borrowers primarily in five areas: specialty finance;
life insurance-related products; corporate; mortgage and real
estate products; and specialty auto finance.  For real estate
investment and development, the debtors have made loans or
investments in the areas of hospitality, mixed use, multi-family,
and commercial.  SC II and its affiliates have typically provided
senior secured, asset-based loans and related products to small-
sized and medium-sized businesses that have a significant asset
base and are overlooked by many lenders in the mainstream capital
markets.  They have also provided junior or subordinated secured
financing.

Greenwich, Connecticut-based SageCrest Financial, LLC is managed
by Windmill Management LLC.  SageCrest and its affiliates provided
secured loans to small and midsized business, specializing in
life-insurance products, real estate finance and auto finance.

SageCrest Financial and SageCrest II LLC filed chapter 11
petitions on August 17, 2008 (Bankr. Conn. Case Nos. 08-50755 and
08-50754), and filings by SageCrest Holdings Limited (Bankr. D.
Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D.
Conn. Case No. 08-50844), followed.  The cases are jointly
administered under Lead Case No. 08-50754.

The Debtors estimate their assets at $100 million to $500 million.

On October 7, 2008, the United States Trustee appointed a
committee of equity security holders, including in its membership
defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-
Asset Fund, LP.  The Equity Committee is comprised of former
investors in SC II with all committee members claiming they
redeemed their investments in that debtor.  Asserting they are
creditors -- and not equity holders -- of SC II, both Topwater and
Wood Creek resigned from the Equity Committee.

Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Conn. 10-52523) on October 20.  Antietam
Funding LLC estimated assets of $50 million to $100 million and
debts of $100 million to $500 million.

Antietam's primary asset is a portfolio of life insurance
investments.


SAINT VINCENTS: Hiring CB Richard Ellis to Arrange Sale
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that St. Vincent Catholic Medical Centers is seeking
authorization to hire CB Richard Ellis Inc. as its real estate
adviser to assist in a sale of its Manhattan hospital campus.

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SALINAS INVESTMENT: Plan Proposal Period Expires December 7
-----------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas extended Salinas Investments, Ltd.'s
exclusive periods to file and solicit acceptances for the proposed
Plan of Reorganization until December 7, 2010, and February 7,
201i, respectively.

San Antonio, Texas-based Salinas Investments, Ltd., filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex.
Case No. 10-52525).  William B. Kingman, Esq., who has an office
in San Antonio, Texas, assists the Debtor in its restructuring
effort.  The Company disclosed $17,561,043 in assets and
$4,269,961 in liabilities.


SEAGATE TECHNOLOGY: Fitch Changes Restricted Payment Capacity
-------------------------------------------------------------
Fitch Ratings has revised the amount of immediate restricted
payment capacity available to Seagate Technology Public Limited
Company.  Fitch now estimates Seagate has approximately $4 billion
of immediate capacity for restricted payments (versus $1 billion
previously estimated) based on the indenture governing the
company's 10% senior secured second-priority notes due April 14,
2014 ($430 million outstanding).

This revised estimate assumes maximum net leverage of 1.5 times
and minimum available liquidity of $800 million, as stipulated in
the covenant.  Total incremental debt required to achieve
$4 billion of restricted payments immediately ranges between
$2.5 billion-$3.8 billion, contingent upon the amount of existing
cash used for restricted payments.  This implies gross leverage of
approximately 1.8x-2.3x.

Fitch believes Seagate has sufficient incremental debt capacity at
the 'BB+' rating to accommodate up to $2 billion of incremental
debt without adversely affecting the rating, assuming no material
deterioration in liquidity and/or financial performance.


SMILE BRANDS: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to Smile Brands Group Inc.
Concurrently, Moody's assigned a Ba3 rating to the proposed senior
secured credit facility, including a $240 million term loan B and
a $35 million revolver.  The outlook for the ratings is stable.
The proceeds from the term loan will be used, along with a
$100 million mezzanine tranche (not rated) and an additional
equity contribution, to finance Welsh, Carson, Anderson & Stowe's
purchase of a majority stake in Smile Brands from Freeman Spogli &
Co.  Freeman will remain a minority investor in the company.
Total consideration for Smile Brands, excluding fees and expenses,
is expected to approximate $586 million.  This is the first time
Moody's has publicly rated Smile Brands.

Moody's assigned these ratings:

  -- $35 million senior secured revolving credit facility, rated
     Ba3, LGD3, 32%;

  -- $240 million senior secured term loan B, rated Ba3, LGD3,
     32%;

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

The outlook is stable.

The B2 Corporate Family Rating reflects the company's limited
absolute size, based on revenue and earnings, and the significant
leverage that is being incurred as a result of the company's
leveraged buyout.  Despite its limited absolute size, Smile Brands
is the largest dental practice management company in the U.S. and
holds leading competitive positions in many of its large markets.

The rating is constrained by the industry's relatively low
barriers to entry as well as the high proportion of patient out-
of-pocket expenses, exposing the company to economic cycles and
consumer spending patterns.  That said, despite weakened same-
store sales growth, Smile Brands demonstrated solid financial
performance throughout the recent economic downturn aided by a
prudent de novo strategy, an increased focus on attracting repeat
customers, and operating improvement initiatives.

The rating also factors in Moody's expectation of accelerated de
novo expansion over the medium term, a strategy that is expected
to constrain profitability margins and free cash flow generation.
However, the rating is supported by the company's flexibility to
reduce de novo growth if necessary, which should then allow the
company to generate solid free cash flow that could be used to
deleverage.

If over time, the company were to demonstrate revenue and EBITDA
growth such that leverage were sustained under 5.0 times and
Moody's expected free cash flow to debt to be sustained above 5%,
Moody's could change the outlook to positive or upgrade the
ratings.  The rating or outlook could face downward pressure if
adjusted debt to EBITDA were to rise above 6.5 times, or if free
cash flow turned negative over a sustained period.

Smile Brands, headquartered in Irvine, California, is a leading
DPM company and the largest provider of support services to
general and multi-specialty dental groups in the United States.
Through its owned subsidiaries and affiliated professional
corporations, it provides comprehensive business support services,
non-clinical personnel, facilities and equipment to dentists.
Dentists are at-will employees of the PCs, where the PCs own the
medical records, patient lists, and operating records.  The
company's services support more than 1,100 dentists and hygienists
practicing in over 300 offices nationally.  For the twelve months
ended September 30, 2010, the company had revenues of
$462 million.


SOLAR THIN: Reports $618,300 Net Income in September 30 Quarter
---------------------------------------------------------------
Solar Thin Films, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $618,291 on $1.05 million of revenue for
the three months ended September 30, 2010, compared with a net
loss of $833,956 on $2.18 million of revenue for the three months
ended September 30, 2009.

The Company incurred a loss of $342,294 for the nine-month period
ended September 30, 2010.  Additionally, the Company has current
liabilities in excess of current assets in the amount of
$3.48 million as of September 30, 2010.  The Company is currently
in default in the payment of certain notes payable.

The Company's balance sheet at September 30, 2010, showed
$2.05 million in total assets, $5.40 million in total liabilities,
and a stockholders' deficit of $3.35 million.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Solar Thin Films, 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?7054

Headquartered in New York, Solar Thin Films, Inc., engages in the
design, manufacture and installation of thin-film amorphous
silicon ("a-Si") photovoltaic turnkey manufacturing facilities.


SMURFIT-STONE CONTAINER: Employees Consolidate ERISA Actions
------------------------------------------------------------
Bankruptcy Law360 reports that employees who allege that the
administrators of Smurfit-Stone Container Corp.'s retirement plans
breached their fiduciary duty by continuing to invest in Smurfit-
Stone stock as the company went bankrupt have decided to
consolidate their claims in Illinois rather than sticking with
separate class actions around the country.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% percent of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


STEPHANIE REAM: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Stephanie Serpa Ream filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

  Name of Schedule            Assets            Liabilities
  ----------------            ------            -----------
A. Real Property            $11,605,000
B. Personal Property           $481,247
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $7,967,959
E. Creditors Holding
   Unsecured Priority
   Claims                                                $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $5,109,882
                            -----------         -----------
     TOTAL                  $12,086,247         $13,077,841

Los Gatos, California-based Stephanie Serpa Ream filed for Chapter
11 bankruptcy protection on October 20, 2010 (Bankr. D. Nev. Case
No. 10-54146).  Stephen R. Harris, Esq., at Belding, Harris &
Petroni, LTD, represents the Debtor.


STILLWATER MINING: Marathon Obtains Court Approval of Acquisition
-----------------------------------------------------------------
Stillwater Mining Company and Marathon PGM Corporation (TSX: MAR)
jointly announced November 30 the completion of the acquisition of
Marathon PGM by Stillwater.

As a result, Stillwater acquired all outstanding shares of
Marathon PGM pursuant to a plan of arrangement under the Canada
Business Corporations Act.  The transaction was previously
overwhelmingly approved by 99.98% of the Marathon PGM shareholders
who voted in respect of the arrangement, was subsequently approved
by the Ontario Superior Court of Justice and then received
ministerial approval under the Investment Canada Act.

Effective November 30, each common share of Marathon PGM has been
exchanged for 0.112 common shares of Stillwater, C$1.775 cash and
0.5 common shares of Marathon Gold Corporation (TSX: MOZ) which
will start trading at the opening of trading on December 3, 2010.
Registered shareholders should follow the instructions in Marathon
PGM's information circular dated October 15, 2010 in order to
obtain the cash and the certificates representing the shares. The
common shares of Marathon PGM will be delisted from the Toronto
Stock Exchange at the close of trading on December 2, 2010.

Commenting upon completion of the acquisition, Frank McAllister,
Stillwater's Chairman and Chief Executive Officer, noted, "The
Marathon PGM/Copper Project will ensure Stillwater remains North
America's leading PGM producer.  Further, we have long recognized
geographical and commodity diversification as important to our
growth.  The Project's location in Northwest Ontario, Canada and
its copper resources fit nicely into this strategy."

Mr. McAllister continued, "With the transaction complete we look
forward to working with the communities in and around Marathon,
Ontario and with governmental authorities in moving the Project
forward through environmental permitting to subsequent engineering
and project development."

"We have achieved our biggest milestone to date with the closing
of this transaction.  Marathon's team has worked diligently over
the years and it has benefitted all of our employees and
shareholders. Every person involved with the project directly
contributed to its success.  We are at an exciting time as we look
forward to the launching of Marathon Gold and are ready to get to
work replicating our success," said Phillip Walford, President and
CEO of Marathon PGM.

                       About Marathon PGM

In September 2010, Stillwater Mining Company and Marathon PGM
announced an acquisition agreement with Stillwater acquiring
Marathon's platinum group assets and Marathon spinning out its
gold assets to its subsidiary Marathon Gold Corporation. After the
spin out, the Valentine Lake Gold Project will be the main focus
of resource development while the Finger Pond and Baie Verte
Projects will be exploration properties of Marathon Gold.
Information on Marathon can be found at its Web site:
http://www.marathonpgm.com/

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Sept 30, 2010, showed
$778.23 million in total assets, $287.90 million in total
liabilities, and stockholders' equity of $490.33 million.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


SUNQUEST INFORMATION: S&P Downgrades Corp. Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sunquest Information Systems Inc. to 'B' from
'B+'.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue-level
rating (one notch above the corporate credit rating) with a
recovery rating of '2' to the proposed $410 million first-lien
credit facility comprised of a $25 million revolver and $385
million first-lien term loan B.  The '2' recovery rating indicates
S&P's expectation of substantial recovery (70%-90%) of principal
in the event of payment default.

In addition, S&P assigned a preliminary 'CCC+' issue-level rating
(two notches below the corporate credit rating) with a recovery
rating of '6' to the proposed $245 million second-lien term loan,
indicating S&P's expectation of negligible recovery (0%-10%) of
principal in the event of payment default.

"S&P expects Sunquest's operating lease-adjusted leverage to
remain above 6x through 2011, reflecting reduced free operating
cash flow available for debt reduction because of the increase in
funded debt and only modest expected improvement in operating
performance over the same period," said Standard & Poor's credit
analyst Joseph Spence.


SUNSHINE HOLDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sunshine Holding Company, LLC
          dba Tucson Plaza
        P.O. BOX 7769
        Tahoe City, CA 96145

Bankruptcy Case No.: 10-32521

Chapter 11 Petition Date: December 1, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $2,849,589

Scheduled Debts: $6,830,914

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-32521.pdf

The petition was signed by Eloise Shoong-Cahill of Whispering
Pines Holding, Ltd., managing member.


SUREFIL LLC: Judge Converts Chapter 11 Case to Chapter 7
--------------------------------------------------------
American Bankruptcy Institute reports that with substantially all
of its assets sold out of bankruptcy, Surefil LLC will liquidate
its remaining assets under Chapter 7.

Surefil LLC in September completed the sale of its assets to a
Company led by Bill Currie, the chairman of Universal Forest
Products Inc., for $4.5 million.

Surefil is a Grand Rapids, Mich. based company dedicated to
providing custom filling solutions to the personal care, homecare,
oral, medical and beverage industries.  Surefil provides
formulation support and manufacturing.

Surefil, LLC, filed for Chapter 11 protection on June 8, 2009
(Bankr. W.D. Mich. Case No.: 09-06914).  Surefil Properties, LLC,
also filed for Chapter 11 (Case No. 09-06916).  Harold E. Nelson,
Esq., at Nantz, Litowich, Smith & Girard, serves as bankruptcy
counsel.  Surefil LLC estimated assets at up to $10 million and
debts at up to $50 million.


SUSTAINABLE ENVIRONMENTAL: Posts $499,700 Loss in Fiscal 2nd Qtr.
-----------------------------------------------------------------
Sustainable Environmental Technologies Corporation (formerly RG
Global Lifestyles, Inc.) filed its quarterly report on Form 10-Q,
reporting a net loss of $499,726 on $646,193 of revenue for the
three months ended September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$3.09 million in total assets, $5.15 million in total liabilities,
and a stockholders' deficit of $2.06 million.

During the six months ended September 30, 2010, the Company
incurred an operating loss from continuing operations before
income taxes of $332,405.  As of September 30, 2010, the Company
had a working capital deficit of $4.27 million.  The Company
believes these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

               http://researcharchives.com/t/s?7061

Sustainable Environmental Technologies Corporation (formerly RG
Global Lifestyles, Inc.) is a water and wastewater treatment
engineering and construction company headquartered in Southern
California.  On July 7, 2010, the Company acquired Pro-Water LLC.
Pro-Water owns and operates an injection well disposal refinery in
Duchesne, Utah.  The Company acquired Pro-Water to expand its
water processing services.


TRANSDIGM GROUP: Fitch Cuts Ratings on Senior Notes to 'B-/RR5'
---------------------------------------------------------------
Fitch Ratings has removed the ratings for TransDigm Group Inc. and
its indirect subsidiary TransDigm, Inc., from Rating Watch
Negative.  The ratings were placed on Rating Watch Negative on
Sept. 28, 2010, after TDG announced an agreement to purchase
McKechnie Aerospace Holdings Inc. for approximately $1.27 billion.
Fitch has affirmed the Issuer Default Ratings for TDG and TDI, and
has also affirmed the senior secured revolving facility and senior
secured term loans at 'BB/RR1'.  In addition, Fitch has downgraded
TDI's senior subordinated notes to 'B-/RR5' from 'B/RR4'.  The
rating actions are summarized at the end of this release.

Previously, TDG announced a series of debt transactions to fund
the MAH acquisition and refinance some of its existing debt.  Last
night TDG announced that it plans to increase the size of the debt
transactions to allow the refinancing of all of its existing debt
in addition to funding the MAH acquisition.  Fitch expects to rate
TDI's new secured credit facility (including a $1.55 billion term
loan) 'BB/RR1' and TDI's new $1.55 billion senior subordinated
notes 'B-/RR5' subject to a review of final documentation.  Last
night TDG also announced a tender offer for any and all of its
existing $1 billion of outstanding senior subordinated notes due
2014.

The Rating Outlook is Stable.  The ratings cover approximately
$1.8 billion of outstanding debt, which will rise to approximately
$3.1 billion upon the completion of the new debt transactions,
assuming the tender of all of the existing senior subordinated
notes.

The affirmation of the IDRs and the Stable Outlook are based on
Fitch's expectation that TDG can reduce leverage over the next two
to three years as a result of healthy free cash flow and
liquidity.  In the past TDG has relied on leverage more than its
peers, but it has a track record of steadily de-levering due to
successful acquisition integrations that result in substantial
improvements in margins and operational efficiencies.
Additionally, the ongoing recovery of the commercial aerospace
industry should drive improvement in TDG's financial performance
as the majority of TDG's and MAH's revenues rely on commercial jet
OEM and aftermarket sales.  TDG's focus on aftermarket sales
results in relatively stable revenues as evidenced by operating
results during the recent economic downturn in which the company
reported organic revenue declines of only 2.4% and 1% in fiscal
year 2009 and FY10, respectively.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
downgrade of the senior subordinated notes is based on a decline
in Fitch's expected recovery prospects for the notes given higher
debt levels.  The senior subordinated notes are now at the 'RR5'
level, which reflects an expected recovery in the 11%-30% range.
The expected recovery for bank debt remains 'RR1', indicating
expected recovery of 91%-100%.

Fitch believes MAH will be a good business fit with TDG's existing
businesses, enhancing TDG's existing strength in the commercial
aerospace aftermarket and adding to the company's portfolio of
proprietary products.  However, there are several concerns
regarding the acquisition, including higher debt levels,
integration risks, and the price.  Fitch estimates that pro forma
FY10 leverage (gross debt to EBITDA) is above 6.0x, and leverage
could remain near this level through the end of FY11.  However,
the leverage forecasts could improve depending on financial
performance in 2011, as well as TDG's success in reducing costs.
Fitch calculates that the acquisition price is 12.5x to 13.0x
MAH's estimated 2010 EBITDA.

TDG's ratings are supported by the company's high profit margins,
low capital expenditures and the resulting strong cash flow.  TDG
benefits from its diverse portfolio of products for a variety of
commercial and military platforms/programs; its role as a sole
source provider for the bulk of its sales; military sales that
help to offset the cyclicality of the commercial aerospace market;
and management's history of successful acquisitions and subsequent
integration.

Concerns include the company's long-term financial strategy and
weak collateral support for the secured bank facility in terms of
asset coverage.  The company has a history of aggressively
deploying cash for acquisitions and dividends, and the MAH
transaction will leave the company with leverage that is high for
the ratings.  Commercial aerospace cyclicality is also a concern.
Parts of the commercial aerospace market have been soft in the
past 18 months, particularly the aftermarket business (40% of
TDG's FY10 sales), but air traffic has grown for the past year,
supporting Fitch's expectation that the aftermarket will grow in
2011.

Fitch may consider the ratings for an upgrade if the company
successfully integrates MAH's operations and de-levers faster than
currently expected.  The ratings may be considered for a downgrade
should the company continue to aggressively deploy cash for
acquisitions or dividends; the global economy weakens; or there
are problems integrating MAH or other newly acquired businesses.

For FY10, TDG generated negative free cash flow of $220.5 million
as a result of a $404 million special dividend to shareholders.
In FY09, FCF was $184 million (13.3% of adjusted debt) and in the
prior fiscal year it was $179 million (12.9%).  Fitch expects FY11
FCF to be consistent with historical levels, with FCF/adjusted
debt in the high single digit range.  The business is not capital
intensive, which also helps support free cash generation.  Capital
expenditures tend to be less than 2% of sales per year.

At the end of FY10, the company had ample liquidity in the amount
of $432.1 million which consisted of $234.1 million of cash and
$198 million on its revolving credit facility.  TDG does not have
any material pension liabilities.  There are no near-term debt
maturities, and Fitch considers the tender for the 2014
subordinated notes a credit positive because this will remove a
potentially large refinancing need in 2014.  The company's
existing undrawn $200 million revolver expires in June 2012 and it
is being increased with the new debt issuance to $300 million with
the maturity date in November 2015.  Fitch expects TDG will have
substantial liquidity after the closing of the MAH acquisition and
the related debt transactions.

Fitch's rating actions also incorporate TDG's recent announcement
that it is planning to acquire the Actuation Business of Telair
International Inc., a wholly-owned subsidiary of Teleflex
Incorporated, for approximately $94 million in cash.  The
acquisition is expected to increase TDG's revenues by
approximately $25 million per annum and is not expected to have
a material impact on TDG's liquidity as TDG has approximately
$234.1 million cash on the balance sheet and is expected to
increase the cash balance following the debt issuance.

TDG continues to generate strong EBITDA margins.  At the end of
the FY10, margins for the last 12 months were 47.5% versus 47.7%
in FY09 and 45.5% in FY08.  EBITDA for FY10 was $393 million which
was approximately 8% above EBITDA of $363 million in FY09.  The
company has successfully executed its strategy of integrating new
businesses which focus on proprietary components.  TDG has been
able to maintain and expand margins due to several factors
including the company's position as a sole source provider for
about 80% of sales in both FY10 and FY09; a large proportion of
aftermarket sales (60% of sales) which earn robust margins; high
barriers to entry as the result of certification costs for
aircraft components; and the proprietary nature of roughly 95% of
the product offerings.  A dedicated focus on cost containment and
productivity improvements has also strengthened margins.

TDG had debt of $1.8 million compared to revenues of
$827.7 million as of Sept. 30, 2010.  Debt increased by
$425 million since a new bond offering was completed to fund
the special dividend during the first quarter of FY10.  With
the additional debt, leverage (debt to EBITDA) rose to 4.5x at
the end of FY10 versus 3.7x at the end of FY09.  Historically,
leverage shows a pattern coinciding with the company's acquisition
strategy: leverage rises after an acquisition and then gradually
moves down as earnings increase.  Large debt repayments have not
been typical in the past several years and Fitch does not
anticipate seeing them given the company's financial strategy.
Furthermore, the company has the ability to deploy its cash for
share repurchases.  A $50 million share repurchase program was
announced in October 2008.

TDG generates approximately than 66% of its revenue from
commercial aerospace and the majority of that is from the highly
profitable commercial aerospace aftermarket which Fitch believes
should continue to recover in calendar year 2011.  In FY11, TDG
expects to see revenues from defense to be flat, which is
consistent with Fitch's expectations for U.S. defense spending.
TDG's revenue breakdown in FY10 was: 40% commercial aftermarket,
18% defense aftermarket, 2% other aftermarket, 23% commercial
original equipment manufacturer, 16% defense OEM, and 1% other
OEM.

These are Fitch's actions for TDG's and TDI's existing ratings:

TDG:

  -- Long-term IDR affirmed at 'B'.

TDI:

  -- IDR affirmed at 'B';

  -- Senior secured revolving credit facility affirmed at
     'BB/RR1';

  -- Senior secured term loan affirmed at 'BB/RR1';

  -- Senior subordinated notes downgraded to 'B-/RR5' from
     'B/RR4'.


TRANSDIGM INC: Moody's Affirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed TransDigm, Inc.'s B1 Corporate
Family and Probability of Default ratings, the Ba2 rating on the
company's proposed new $300 million revolving credit facility and
$1.55 billion (upsized from $900 million) Term Loan B, as well as
the B3 rating on the proposed new $1.55 billion (upsized from
$780 million) senior subordinated note issue due November 2018.
Proceeds of the new upsized term loan B and upsized notes will be
used to fund the acquisition of McKechnie Aerospace for
approximately $1.265 billion, refinance the company's existing
first lien term loan, repurchase the company's existing 2014
subordinated notes ($1 billion) including the early redemption
premium and accrued interest, as well as pay related transaction
fees and expenses.  The rating outlook remains negative.

Ratings Affirmed:

  -- $300 million senior secured revolving credit facility due
     December 2015, Ba2 (LGD2, 24%);

  -- $1.55 billion senior secured term loan B due December 2016,
     Ba2 (LGD2, 24%);

  -- $1.55 billion senior subordinated notes due December 2018, B3
     (LGD5, 80%);

  -- Corporate Family Rating, B1;

  -- Probability of Default Rating, B1;

The Ba2 rating on the company's current $200 million revolver and
existing $780 million term loan will be withdrawn at the close of
the transaction.  Additionally, the B3 rating on the company's
existing 7.75% senior subordinated notes will be withdrawn upon
the successful tender and redemption of those notes.

The B1 CFR remains unchanged despite the significant debt financed
acquisition of McKechnie as Moody's believes TransDigm's strong
operating performance, high margins, and cash generation will
enable the company to service the increased debt level and reduce
leverage near-term to levels again more commensurate with the B1
rating.  The B1 rating considers TransDigm's record of revenue
growth and operating profitability driven by its broad niche
product mix and its high margin aftermarket focus, product
position on most aircraft, and the proprietary and sole sourced
nature of most of its product offering.  It is Moody's opinion
that McKechnie's business profile largely parallel's TransDigm's -
- highly proprietary products, significant margins, and major
platform position in both OEM and aftermarket on most currently
produced Boeing and Airbus aircraft.  Though McKechnie's
aftermarket business is not as significant a contributor as
TransDigm's and the business produces somewhat lower margins, the
combined company's characteristics will be basically unchanged
from the existing TransDigm business model.  It is anticipated
that over time TransDigm will be able to implement its value
driven operating strategy including pricing adjustments in order
to maximize the profitability of McKechnie.

Additionally, TransDigm's ratings benefit from the company's very
good liquidity profile including a $300 million undrawn revolver,
a substantial cash position, anticipated to be over $300 million
pro-forma for the close of the transaction, as well as the
expectation for continued strong positive free cash flow
generation.  The ratings however are constrained by the increase
in leverage and very high absolute debt level (almost 300% of
revenue pro-forma), use of acquisitions as a major driver in its
growth strategy, and the company's history of a shareholder
friendly financial policy of re-leveraging.  The increase in pro-
forma leverage for the proposed transaction takes the company's
leverage to over 6x debt to EBITDA, outside the normal leverage
levels for a B1 rating, mitigated by the company's uniquely strong
margins, coverage metrics, and cash flow capabilities.

The negative ratings outlook highlights the increased financial
risk due to the major increase in funded debt, $1.4 billion or
nearly 80%, particularly as it follows by only one year the debt
financed $405 million special dividend.  The negative outlook also
reflects Moody's expectations that leverage will remain high for
the B1 rating category through FY 2011, despite the expected
improved aviation aftermarket environment.  Although TransDigm is
expected to be free cash flow positive over the near term, Moody's
does not anticipate substantial debt repayment over the next 12
months.  The rating could decline if the company fails to reduce
leverage from current levels, pursues equity oriented transactions
(dividends, etc.) or, though unexpected, experience a sustained
decline in operating margins leading to a decline in operating
cash flow.  The rating outlook could be stabilized if leverage is
reduced and sustained at below 5x debt to EBITDA.

The last rating action for TransDigm was on November 1, 2010 when
the company's B1 CFR and PDR were affirmed, a Ba2 rating was
assigned to the company's new revolver and term loan, a B3 was
assigned to the proposed new senior subordinated note issuance,
and the rating outlook was changed to negative.

TransDigm, Inc., headquartered in Cleveland, Ohio, is a leading
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government.
TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group
Inc. Net sales for the last 12 month period ending 7/03/10 were
approximately $800 million.  Pro-forma to include McKechnie, LTM
revenue would approximate $1.1 billion.  (These revenue numbers do
not include full year impact of certain acquisitions made during
the LTM period.)


TRANSTAR HOLDING: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its
preliminary 'B+' corporate credit rating on Cleveland, Ohio-based
aftermarket automotive transmission parts distributor Transtar
Holding Co.  The outlook is stable.

At the same time, S&P assigned a preliminary issue-level rating of
'BB-' and a preliminary recovery rating of '2' on the company's
proposed $290 million senior secured credit facilities (consisting
of a $50 million revolving credit facility and a $240 million
first-lien term loan).  S&P also assigned a preliminary issue-
level rating of 'B-' and a preliminary recovery rating of '6' on
the $135 million second-lien term loan.

"The preliminary rating on Transtar reflects S&P's expectation
that the company will maintain its operating performance in line
with its recent history, including double-digit margins [after
D&A]," said Standard & Poor's credit analyst Robert Schulz.  S&P
expects the company's key credit measures to improve slightly
during the next year, including adjusted debt to EBITDA declining
to under 5.5x in 2011 and toward 5.0x in 2012.

S&P views Transtar's financial risk profile as aggressive, based
on adjusted debt to EBITDA of about 5.5x, but also good free cash
flow prospects because of low capital spending; in its view,
possible future returns of capital to shareholders by the private
equity sponsor could constrain significant debt reduction.  S&P
views the business risk profile as weak, based on strong margins
and the company's position as a leading distributor in the fairly
stable but fragmented and competitive transmission parts
aftermarket.  In S&P's view, the most significant variable in
Transtar's credit profile in the near term will be the extent of
the new owner's focus on debt reduction, as the company has
historically generated free discretionary cash flow.

The company is moderately sized compared with some other rated
distribution companies.  S&P believes competition in Transtar's
main product lines is based on service and price.  In S&P's view,
the highly fragmented market is competitive because customers have
many different possible sources of supply.  Still, the company's
margins are stronger than those of many rated aftermarket
distributors, pointing to the company's ability to aggregate a
massive number of parts for customers and provide attractive
levels of service.

The company also competes in the auto body repair supply segment,
producing most of its products at its own manufacturing
operations, and gross margins in this business are attractive.
Competitors in this segment include some large companies with
greater resources than Transtar has.

Competitive strengths in S&P's view include a geographic footprint
broader than those of its competitors, and a wide array of
products.  These factors help Transtar obtain accounts with a wide
range of customers, from national accounts to local repair shops.
In addition, S&P views Transtar's information systems as an
important competitive strength because the company manages a
substantial portion of the distribution network and processes more
than 10,000 transactions per day.

Since the large acquisition, Transtar's margins have improved.
Reported revenues declined less than 1% in 2009 during the
economic downturn, and margins improved.

Transtar's liquidity is adequate under its criteria.  S&P expects
cash balances to be minimal at the close of the proposed
refinancing.  The company expects to have all of its $50 million
facility available for borrowing at close.

The stable outlook reflects S&P's belief that Transtar can
maintain its strong EBITDA margins and positive, meaningful free
operating cash flow in the 12 months ahead such that adjusted debt
to EBITDA will decline to under 5.5x during 2011 and will decline
further in 2012.  S&P estimates that this would require revenue
growth in 2011 of at least 2.5% and maintenance of historical
profitability and capital spending levels.  S&P believes economic
sluggishness could keep organic sales growth below historical
standards in 2011.

S&P could lower the rating if free operating cash flow generation
turns negative or if S&P believes debt to EBITDA, including its
adjustments, will not decline from current levels.  For example,
S&P estimates that adjusted debt to EBITDA could rise to 6x during
the next year if Transtar's gross margins fall by about 250 basis
points and revenue growth is limited.

S&P considers an upgrade unlikely during the next year, based on
its current assessment of business and financial risks and
Transtar's ownership by a financial sponsor, which S&P believes
means that financial policies will remain aggressive.


TRL INC: 3rd Circuit Affirms Dismissal of Donnelly Suit
-------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit affirmed a
District Court's final order dismissing Edward W. Donnelly's
lawsuit over workers' compensation claim against TRL Inc., for
failure to state a claim upon which relief can be granted.

The case is Edward W. Donnelly, v. TRL, Inc.; Compservices,
Administrator; Commonwealth of Pennsylvania, Third Party Insurer,
Case No. 10-3037 (3rd Cir.).

A copy of the Third Circuit's Opinion dated November 30, 2010, is
available at http://is.gd/i570sfrom Leagle.com.

On February 29, 2008, an involuntary Chapter 7 bankruptcy petition
was filed against TRL.  On March 31, 2008, a bankruptcy court
judge entered an order converting the case to a proceeding under
Chapter 11.  On November 16, 2009, the bankruptcy court confirmed
a reorganization plan.


TUSCAN SUN RISTORANTE: E.D.N.Y. Court Converts Case to Chapter 7
----------------------------------------------------------------
The United States Trustee seeks dismissal or, in the alternative,
conversion to chapter 7, of the chapter 11 case of Tuscan Sun
Ristorante, Inc.  The U.S. Trustee seeks dismissal or conversion
due to the Debtor's postpetition losses and inability to
reorganize, and questions the Debtor's pre- and post-petition
transactions.  The Debtor did not file an objection to the Motion.
At the hearing, the Debtor orally requested that the case be
dismissed, not converted.  Accordingly, the Court converts the
case to one under Chapter 7.

A copy of the Hon. Alan S. Trust's November 29, 2010 decision is
available at http://is.gd/i55Jjfrom Leagle.com.

Tuscan Sun Ristorante, Inc., operated an Italian restaurant in the
Hamptons area of Long Island, New York, under the name Annona.
Tuscan Sun filed a chapter 11 petition (Bankr. E.D.N.Y. Case
10-73391) on May 6, 2010.  The Debtor did not indicate its
estimated assets in its Petition but estimated its debts as
between $100,001 and $500,000.  In its schedules, the Debtor
listed more than $90,000 in personal property assets.  The U.S.
Trustee was unable to appoint an official unsecured creditors
committee.

Prior to the Debtor's Petition Date, entities to which the Debtor
is related had filed their own chapter 11 bankruptcy cases:

     -- Westhampton Coachworks, Ltd. (Bankr. E.D.N.Y. Case No.
        09-73008); and

     -- Westhampton Classic Cars d/b/a Manhattan Motorcars
        of the Hamptons (Bankr. E.D.N.Y. Case No. 09-73009).

Richard Rubio and Eileen Rubio, the control persons behind
Coachworks and Classic Cars, also filed a joint voluntary chapter
11 petition (Bankr. E.D.N.Y. Case No. 09-75163).

Judge Trust presides over the related debtors' cases.  Each of
these related debtors is also the subject of motions to dismiss or
convert filed by the U.S. Trustee in their cases, which motions
will be addressed by separate decisions and orders, Judge Trust
said in his decision.


UNITED COMPONENTS: S&P Puts 'B' Rating on CreditWatch Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its 'B'
corporate credit rating on United Components Inc. on CreditWatch
with developing implications following the company's announcement
that its parent, UCI International Inc., expects to be acquired by
New Zealand-based Rank Group Ltd. for $375 million and has
terminated its proposed IPO.  Rank Group, a privately held
investment firm, reported that it will assume UCI's debt.

"The CreditWatch listing reflects uncertainty concerning the
company's ultimate financial position following completion of the
proposed acquisition," said Standard & Poor's credit analyst Nancy
Messer.  The developing implications indicate that S&P could
lower, raise, or leave the ratings unchanged depending on UCI's
ultimate capital structure, financial and strategic policies, and
liquidity.

Approvals from current creditors will be required to complete the
transaction, in S&P's opinion, because it would otherwise trigger
an event of default under UCI's credit agreement.  Separately, S&P
believes the change of control effectively triggers a requirement
that UCI International's $235 million payment-in-kind notes due
2013 be repurchased.  UCI International's (formerly UCI HoldCo
Inc.) intention to issue public equity in an IPO and use the
proceeds to permanently reduce debt has been terminated.

In September 2010, UCI refinanced its senior debt, thereby
reducing its intermediate-term maturities -- the new $425 million
term loan matures in 2017 -- and improving liquidity by adding a
$75 million revolving credit facility, as UCI had no revolving
line previously.

UCI is a supplier to the U.S. automotive aftermarket.  S&P views
the business risk profile as weak.  The privately held company is
controlled by The Carlyle Group, affiliates of which own 91% of
the common stock of UCI International.  S&P calculates total debt
outstanding at Sept. 30, 2010, was about $767 million, including
$424 million at the operating company and $343 million in PIK
notes issued by the holding company and held by a third party.
UCI reported that it may redeem the PIK notes if Rank Group
requests that it do so.  S&P believes this reflects the structure
of the notes, which encourages early redemption.  These notes
could become a call on cash in 2012 when cash interest payments
begin in March of that year.   Beginning with the first accrual
period following 2011, UCI will be required to redeem a portion of
each PIK note outstanding for cash to prevent that note from being
treated as an applicable high-yield discount obligation for tax
purposes.  Also, if the parent company PIK notes remain
outstanding at maturity in 2013, the maturity date of the new
$500 million credit facility would accelerate to 2013.

S&P plans to resolve the CreditWatch listing following analysis of
the company's financials and discussions with management and the
new owners in conjunction with the closing of the proposed
transaction, which UCI said it expects in the first quarter of
calendar-year 2011.


UNIVERSITY SHOPPES: Summit Hotel Wins Auction for Assets
--------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
Summit Hotel Bondi Beach Pty Ltd. of Australia made a winning bid
of $21 million for the University Shoppes LLC.  Summit Hotel
outbid Florida International University Foundation by $25,000.

According to the report, Bank of America, the trustee of a
commercial mortgage-backed securities fund, held a $25.5 million
mortgage.  It filed a foreclosure lawsuit in July 2009.

                  About University Shoppes, LLC

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


USA COMMERCIAL: Nevada Dist. Ct. Rules on Motions in Limine
-----------------------------------------------------------
Certain financial institutions and individuals that had lent money
for the purchase of commercial real estate sued Compass USA SPE
LLC in the U.S. District Court for the District of Nevada to
determine their rights and obligations under Loan Servicing
Agreements and for various torts.  The Direct Lenders allege that
they have been damaged by the loss of interest in monies they
would have collected had the loan servicer honored their requests
to accept less than that which was due on certain loans in full
satisfaction of them.

USA Commercial Mortgage Co., was a loan servicing company that
went bankrupt.  Compass purchased USA Commercial's interest in
thousands of Loan Servicing Agreements.  Silar Advisors, LP and
Silar Special Opportunities Fund, LP, financed Compass's purchase,
retaining a security interest in the LSAs.  Silar later assigned
the loan and corresponding security interest in the LSAs to Asset
Resolution LLC, an entity created and owned by Silar for this
purpose.  Asset Resolution eventually foreclosed on the LSAs.

Asset Resolution and Silar intervened in the Direct Lenders' suit.

Asset Resolution LLC -- but not Silar -- filed for Chapter 11
bankruptcy in the United States Bankruptcy Court for the Southern
District of New York on October 14, 2009.  On November 24, 2009,
the Bankruptcy Court for the Southern District of New York granted
a motion for transfer of venue, transferring the bankruptcy action
to the Bankruptcy Court for the District of Nevada.  The Nevada
Court later converted Asset Resolution's bankruptcy to Chapter 7.
William A. Leonard, Jr., was appointed Chapter 7 Trustee.

On November 29, 2010, the Hon. Robert C. Jones ruled on motions in
limine filed by Silar and the Direct Lenders.  A motion in limine
is a procedural device to obtain an early and preliminary ruling
on the admissibility of evidence.

On November 12, Judge Jones ruled on a motion in limine filed by
defendants Compass, Piskun, and Blatt.  Judge Jones also ruled on
Silar's motion to limit the opinions of Plaintiffs' expert witness
Jeremy Aguero.

A copy of the District Court's November 29 order is available at
http://is.gd/i54Ghfrom Leagle.com.

A copy of the District Court's November 12 order is available at
http://is.gd/i55o2from Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.

                      About Asset Resolution

Asset Resolution LLC was formed by Silar Advisors, L.P., to hold
assets that served as collateral for a $67 million loan to Compass
USA SPE LLC, which was used by Compass to acquire the assets of
USA Commercial Mortgage Company in an earlier bankruptcy case
through a sale under Section 363 of the Bankruptcy Code.  Silar
foreclosed on Compass in September 2008 when alleged interference
from former investors in USA Commercial prevented proper
management and sale of the properties.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serveD as counsel to the
Debtors.  In its schedules, Asset Resolution disclosed
$423,498,002 in assets and $22,642,531 in debts.


VIVAKOR INC: Posts $250,500 Net Loss in September 30 Quarter
------------------------------------------------------------
Vivakor, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $250,513 on $25,660 of revenue for the three months
ended September 30, 2010, compared with a net loss of $596,243 on
$48,360 of revenue for the same period of 2009.

"The Company does not have sufficient cash on hand to fund its
administrative and other operating expenses or its proposed
research and development and sales and marketing programs for the
next twelve months," the Company said in the filing.  "The Company
currently has no agreements, arrangements or understandings with
any person to obtain funds through bank loans, lines of credit or
any other sources."

The Company's balance sheet at September 30, 2010, showed
$2.65 million in total assets, $2.66 million in total liabilities,
and a stockholders' deficit of $11,602.

As reported in the Troubled Company Reporter on April 9, 2010,
McGladrey & Pullen, LLP, in Cedar Rapids, Iowa, expressed
substantial doubt about Vivakor, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company's ability to become a
profitable operating company is dependent upon obtaining financing
adequate to fulfill its research and market introduction
activities, and achieving a level of revenues adequate to support
the Company's cost structure.

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

               http://researcharchives.com/t/s?7043

                        About Vivakor Inc.

Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary
research company that develops products in the fields of molecular
medicine, electro-optics, biological handling and natural and
formulary compounds.


VONAGE HOLDINGS: S&P Raises Rating on $200 Mil. Loan to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
preliminary issue-level rating on Vonage Holdings Corp.'s proposed
$200 million senior secured term loan to 'BB' from 'BB-' and
revised the recovery rating to '1' from '2'.  The '1' recovery
rating indicates expectations for very high (90% to 100%) recovery
in the event of payment default.  The upgrade follows pre-closing
structural modifications to the proposed loan, primarily increased
amortization to 10% per year from 1%, which enhances recovery
prospects for term loan lenders by reducing the amount of debt
outstanding in S&P's simulated default scenario.

The revised terms do not affect S&P's 'B+' preliminary corporate
credit rating or stable outlook.  The ratings reflect the
company's vulnerable business risk profile, which is characterized
by substantial competition for residential local and long-distance
telephony service, pricing pressure, low barriers to entry,
technology risk, and the lack of any sustainable competitive
advantages.  The ratings also reflect litigation risk, including
potential patent disputes with other carriers.  Tempering factors
include moderate leverage for the rating level and adequate
liquidity, including S&P's assumption that the company will
maintain positive net free cash flow generation.

                          Ratings List

                      Vonage Holdings Corp.

     Corporate credit rating          B+ (prelim)/Stable/--

                   Upgraded; Ratings Affirmed

                                    To              From
                                    --              ----
   $200 mil sr sec term loan        BB (prelim)     BB- (prelim)
    Recovery rating                 1 (prelim)      2 (prelim)


VU1 CORPORATION: Posts $3.8 Million Net Loss in Q3 2010
-------------------------------------------------------
Vu1 Corporation filed its quarterly report on Form 10-Q, reporting
a net loss of $3.79 million for the three months ended
September 30, 2010, compared with a net loss of $2.27 million for
the three months ended September 30, 2009.  The Company had no
revenues for the three months ended September 30, 2010, and 2009.

During the nine months ended September 30, 2010, the Company had
no revenues, incurred a net loss of $3.06 million, and had
negative cash flows from operations of $2.52 million.  In
addition, the Company had an accumulated deficit of $68.94 million
at September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$1.96 million in total assets, $921,763 in total liabilities, and
stockholders' equity of $1.04 million.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about Vu1 Corporation's ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the Company incurred a net loss of
$7.58 million, and had negative cash flows from operations of
$4.63 million in 2009.  In addition, the Company had an
accumulated deficit of $65.87 million at December 31, 2009.

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

               http://researcharchives.com/t/s?705f

New York-based Vu1 Corporation is focused on developing,
manufacturing and selling a line of mercury free, energy efficient
light bulbs based on its proprietary light-emitting technology.
For the past several years, the Company has primarily focused on
research and development efforts for its technology.  In
September 2007, the Company formed Sendio, s.r.o. in the Czech
Republic as a wholly-owned subsidiary for the purpose of operating
a pilot manufacturing facility.


WORKFLOW MANAGEMENT: Has December 10 Deadline for Plan Filing
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge rejected, for now, a request by
first- and second-lien lenders of Workflow Management to end the
Debtor's exclusive period to propose a Chapter 11 plan.  While the
judge denied the motion to terminate, he gave Workflow a Dec. 10
deadline for filing a revised plan.  The judge will take up the
exclusivity issue again at a Dec. 15 hearing, according to court
records.

Silver Point Finance LLC, a second-lien lender, has said
Workflow's proposed restructuring plan cannot be confirmed, as it
treats creditors unfairly and would leave the company insolvent
when it exits bankruptcy.  Credit Suisse AG, Cayman Islands
Branch, as agent for the first-lien lenders, echoed the second
lien lender's arguments.

Meanwhile, the judge also continued the use of cash until the next
hearing on Dec. 15, which previously was set to be the date for a
hearing to approve a disclosure statement.  The lenders opposed an
extension of the cash collateral use.

Workflow owes $146.5 million on first-lien debt, including $30.2
million on a revolving credit, and $111.5 million on a term loan.
It owes $196.5 million on second-lien debt.

                      About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


ZOO-KONCEPTS, LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zoo-Koncepts, LLC
          dba Zoo-Kini's Soups, Salads & Grill
        P.O. Box 94540
        Lubbock, TX 79493

Bankruptcy Case No.: 10-50552

Chapter 11 Petition Date: November 30, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  TARBOX LAW, P.C.
                  2301 Broadway
                  Lubbock, TX 79401
                  Tel: (806)686-4448
                  E-mail: maria@tarboxlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-50552.pdf

The petition was signed by Fernando Bustos, receiver.


ZUFFA LLC: Moody's Gives Positive Outlook; Retains 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service changed Zuffa, LLC's (Ba3 Corporate
Family Rating) rating outlook to positive from stable.  "The
rating outlook change is prompted by Zuffa's continued strong
revenue and EBITDA growth trends worldwide," stated Neil Begley, a
Senior Vice President at Moody's Investors Service.  It is also
based upon improving credit metrics, and the increasing mainstream
acceptance of the sport of mixed martial arts' popularity and
particularly so for industry leading UFC, in Moody's view.
Zuffa's Ba3 CFR, Probability of Default Rating and bank facility
rating remain unchanged.

Zuffa's Ba3 CFR reflects its premium MMA platform and UFC brand,
sturdy credit metrics, strong free cash flow and superlative
international revenue growth prospects.  The rating considers the
benefits from the growing popularity of UFC, and its scale, brand
strength and breadth of fighters under multi-year contracts which
help serve as an effective barrier to entry.  The rating is also
impacted by Zuffa's relative large scale in MMA, its first mover
advantage of bringing structure to the sport, its large
contractually bound pool of fighters with superior opportunities
for exposure and profit, and management's commitment to maintain a
moderate amount of debt and leverage.  The rating also considers
the still fairly nascent history of the sport in its current
construct relative to other established sports, Zuffa's small size
and revenue concentration on a limited but growing number of pay-
per-view and ticketed event revenues.  However, as the company
growth trends continue in conjunction with its move into the
mainstream, Moody's anticipates that it will gradually increase
other revenue contributions through key sponsorships, negotiating
higher contractual cable network rights fee revenues, and
licensing.  Though the majority owners have significant financial
resources, they have a history of being high financial-risk
tolerant entrepreneurs, which constrains upward movement in the
rating to within the Ba category for the intermediate term.

Upward pressure on the ratings will occur with the passage of time
providing seasoning to the sport while demonstrating continued
revenue growth and stable margin characteristics.  In addition,
sustaining leverage under 2.5x, which is possible within the
current rating horizon and consistent with the new positive
outlook, and free cash flow-to-debt of above 20% would place
upward pressure on the rating.

Though unlikely, significantly lower revenue and free cash flow
growth over an extended period due to possible reduced fan
affinity, resulting in debt-to-EBITDA being sustained over 3.0x
(including Moody's standard adjustments) would result in a return
to a stable outlook, and sustained leverage over 4.0x could result
in a downgrade of the rating.

The last rating action for Zuffa was on October 2, 2009 when
Moody's assigned a Ba3 rating to the company's senior secured
incremental term loan.

Zuffa's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Zuffa's core industry and
believes Zuffa's ratings are comparable to those of other issuers
with similar credit risk.

Zuffa, LLC, is the world's largest promoter of MMA sports
competition events.  Its most prominent brand, Ultimate Fighting
Championship, has the largest platform in the sport.


* Moody's: Junk Debt Maturing Sooner Than Stated Dates
------------------------------------------------------
Due to the pull-forward effect, the pending wall of debt maturities
between 2011 and 2014 is moving forward, and heightening issuers'
refinancing risk before the expected maturity date, said Moody's
Investors Service in a new report on the refunding risk and needs of
issuers and investors in the U.S. non-financial corporate high-yield
markets.

According to the ratings agency, the pull-forward effect is the
dynamic nature of the debt maturity wall arising out of issuers'
ability and lenders' willingness to refinance upcoming bank credit
facilities that include at least one instrument maturing at a later
date.  The maturities of existing speculative-grade credit facilities
in the dataset during the period of 2011-2013 amount to $117 billion;
however, stated maturities could increase by roughly $100 billion to
close to $215 billion due to the pull-forward effect, the report said.

"The moving maturity wall amplifies the refunding risk and needs of
the speculative-grade issuers and also highlights the importance of
liquidity and companies access to the market," said Tiina Siilaberg,
Moody's Analyst on the High Yield Team and author of the report.
"There is a need to address credit facility maturities sooner because
issuers are faced with refinancing risk as revolving credit facilities
mature a year or two prior to term loans, thus pulling forward the
entire credit facility."

"There has been a surge of issuance in the leverage loan market this
year partly because of the pull-forward effect," said Kendra Smith, a
Managing Director in the Corporate Finance Group at Moody's. "It is
also afforded by the conducive monetary policy and somewhat improving
overall macro-environment."

Overall, approximately 97% of the speculative-grade term loans and
revolvers included in this study and maturing between 2011 and 2014
are governed by the same credit agreement, Moody's said.


* BOOK REVIEW: Health Plan - The Practical Solution to the Soaring
               Cost of Medical Care
------------------------------------------------------------------
Author: Alain C. Enthoven
Publisher: Beard Books
Softcover: 211 pages
Price:. $34.95
Review by Henry Berry

Since this book was first published in 1980, the problem it
tackles -- the high cost of medical care in this country -- has
become an even more vexing national problem. No one is more
qualified to take on this subject than the author.  In 1997, the
governor of California appointed Mr. Enthoven to be chairman of
the state's Managed Health Care Improvement Task Force.  Mr.
Enthoven also consults for the leading healthcare provider Kaiser
Permanente, and holds leadership positions in several private and
public healthcare organizations.

The main causes of runaway medical costs, which were identified by
Mr. Enthoven in 1980, continue today.  Among the causes are the
growth of medical technology, an aging population, and the
proliferation of physician specialists.  Lax cost controls by
health maintenance organizations and government health agencies
are another cause.

Unlike many other critics, Mr. Enthoven does not advocate free-
market practices in the healthcare field.  He offers an approach
that is more knowledgeable, nuanced, and practical.  The author
searches for the elusive goal of formulating a health plan that
takes into account the altruistic desires of U.S. society to
address the needs of all its members, while also accepting the
reality of government regulation, a profit-driven industry, and a
population with varied healthcare needs and objectives.

Mr. Enthoven names his comprehensive health plan the Consumer
Choice Health Plan.  The Consumer Choice Health Plan is ambitious
and far-reaching, especially considering the inertia of the
present healthcare system and its layers upon layers of vested
interests.

Nonetheless, the author states that his plan is within reach and
sustainable because it "function[s] with existing institutions
operating in new ways."  While healthcare delivery would be kept
fully in the private sector, the government would have a formative
role by managing the enrollment of organizations and companies in
the plan on the basis of compliance with "a system of rules
designed to foster socially desirable competition."  Government
would also help individuals take part in such a plan by offering
tax credits and vouchers "based on both financial need and
predicted medical need."

As the book progresses, one begins to see how the Consumer Choice
Health Plan synthesizes and employs in novel ways parts of the
healthcare system as it presently operates.  Besides the formative
role of government, the plan would involve "fair economic
competition, multiple choice, [and] private underwriting and
management."

Mr. Enthoven's Consumer Choice Health Plan is not radical.  It
calls for altering relationships among existing components of the
health system, giving them new roles and purposes.  The plan does
propose one sweeping, though not radical, change, which is to
"shift the basis for healthcare financing from experience-related
insurance serving employee groups to community-rated financing and
delivery plans open to all eligible persons in a market area."  By
shifting the financing of healthcare, providers and consumers are
brought into close, and often direct, contact.  To protect
consumers from fraudulent and inferior health plans, the
government would play a primary role in establishing enrollment
standards and policies.  The different health plans would compete
among the respective consumer groups according to the main
qualification that they be engaged in "socially desirable
competition."  Thus, the health plans that would be available in
any market would operate much like branches of today's corporate
health providers.

The government's role, then, would primarily lie in exercising
oversight and enforcement responsibilities.  The result would be a
field of screened health providers offering health plans in a
defined community/market. The most successful providers would be
those offering the best services and prices.

As reasonable as Mr. Enthoven's recommendations are, he realizes
that they cannot be applied immediately.  Consequently, the author
also offers a series of steps, some of which are options, that
assist in fully implementing the plan.  Among these steps are
requiring employers to provide employees choices in medical plans,
allowing tax credits for employers and employees for those plans
offering good basic care (rather than more costly health plans),
and working with influential government officials to reach the
goal of the Consumer Choice Health Plan.

Some of Mr. Enthoven's recommendations have been introduced to
areas of the healthcare system, and have achieved demonstrable,
though limited, improvements.  Many of his recommendations have
been embraced by legislators and policymakers as requisites for a
workable national health plan.  Anyone wishing to have a relevant,
productive role in devising such a plan will want to take this
book to heart.

Alan C. Enthoven's career spans more than 40 years in the public
and private sectors, where he has held many top positions.  During
this time, he has been chairman and director of major healthcare
organizations, and he continues to work to bring positive changes
to the healthcare system.

                           *********

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.


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