TCR_Public/101207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 7, 2010, Vol. 14, No. 339

                            Headlines

315 UNION: Case Summary & 9 Largest Unsecured Creditors
ACCENTIA BIOPHARMA: Has Sole Rights to Purchase Baxter's Cytoxan
ADIRONDACK MINES: District Court Affirms Dismissal of Ch. 11 Case
AE BIOFUELS: Posts $1.7 Million Net Loss in September 30 Quarter
AFFINITY GROUP: Issues $333MM of Sec. Notes to Repay Debt

ALDA PHARMACEUTICALS: Posts C$335,400 Net Loss in Q3 2010
AMBAC FINANCIAL: Wisconsin Court Yet to Rule on AAC Rehab Plan
AMBAC FINANCIAL: Committee Proposes Information Sharing Procedures
AMBAC FINANCIAL: Court Approves Stock/Claims Trading Restrictions
AMC ENTERTAINMENT: S&P Assigns 'BB-' Rating on Proposed Debt

AMERICAN APPAREL: Sells 1.1-Mil. Shares to CEO for $1.67-Mil.
AMERICAN SAFETY: Sale to Energizer Completed November 23
AMERICAN MEDIA: Proposes Akin Gump as Attorneys
AMERICAN MEDIA: Paul Weiss Represents Ad Hoc Noteholders Group
AMERICAN MEDIA: Names T. Kraft Chief Editor of Shape Magazine

AMR CORP: CFO to Report on Results, Outlook at Dec. 8 Conference
ANGIOTECH PHARMACEUTICALS: Rex Gets TRO Pending Arbitration
APPLEJACK ART: Reaches Settlement with Pela Concept & Wild Apple
ARVINMERITOR INC: Amends Citicorp Deal for $30-Mil. of L/Cs
AVENTINE RENEWABLE: S&P Assigns 'B' Corporate Credit Rating

AWAL BANK: HSBC Bank Challenges Chapter 11 Bid
BALTIMORE AND CHARLES: Bldg. Owner to Sell Hotel Space to Kimpton
BANNING LEWIS: Fights to Keep Chapter 11 Case in Delaware
BARBER GLASS: Receiver Submits List of Creditors
BENTLEY SYSTEMS: S&P Assigns 'BB-' Corporate Credit Rating

BERNARD L MADOFF: Enters $500MM Recovery Deal With Swiss Bank
BLOCKBUSTER INC: Moves Plan Filing Deadline to December 15
BLOCKBUSTER INC: Panel Wants Challenge Period Extended to Feb. 9
BLOCKBUSTER INC: Lyme Regis Wants to Pursue Estate's Claims
BLOCKBUSTER INC: Committee Gets OK for Cooley as Counsel

BUFFETS OF BENSALEM: NJ Court Rejects Assumption of Pact Request
C&D TECHNOLOGIES: 95.56% of Sr. Notes Tendered for Exchange
CAPITOL BANCORP: To Cure NYSE Listing Deficiency
CENTRALIA OUTLETS: Case Summary & 20 Largest Unsecured Creditors
CHANA TAUB: Chapter 11 Trustee Moves for Chapter 7 Conversion

CIELO APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
CITADEL BROADCASTING: Loan Upsizing Won't Affect S&P's Ratings
CITIGROUP INC: Treasury to Sell Remaining Common Shares
CITADEL BROADCASTING: Rejected Cumulus Media Merger Offer Twice
CLEARWIRE CORP: $1.325-Bil. Notes Priced at 105.18% Plus Interest

CLEARWIRE CORP: Unit to Raise $1.1 Billion from Debt Offerings
CONOLOG CORP: WithumSmith+Brown Raises Going Concern Doubt
CONSOLIDATED HORTICULTURE: EisnerAmper Named Creditors' Advisor
CONSOLIDATED HORTICULTURE: Lowenstein Okayed as Committee's Attys.
CONSOLIDATED HORTICULTURE: Gets Interim Nod $10.5-Mil. of Loans

CROSS COUNTRY: Case Summary & 20 Largest Unsecured Creditors
DAIRY PRODUCTION: Gets Interim OK to Use Cash Collateral
DAIRY PRODUCTION: Creditors Panel Gets OK to Tap Stone as Counsel
DAIRY PRODUCTION: Files Schedules of Assets & Liabilities
DAIRY PRODUCTION: Gets Nod to Tap Arnall Golden as Bankr. Counsel

DAVIS HERITAGE: Files Schedules of Assets & Liabilities
DAVIS HERITAGE: Taps Latham Shuker as Bankruptcy Counsel
DAVIS HERITAGE: U.S. Trustee Won't Appoint Creditors Panel
DEAN FOODS: Fitch Downgrades Issuer Default Rating to 'B'
DITEQ CORPORATION: Case Summary & 20 Largest Unsecured Creditors

DRYSHIPS INC: Extends Waiver of Loan Covenants Until December 31
DUKE AND KING: Case Summary & 20 Largest Unsecured Creditors
E3 BIOFUELS: Spectrum Business Closes Purchase of Assets
ENERJEX RESOURCES: Extends MVP Sale Deal Deadline Until Dec. 31
EVELYN LIVING: Sales on Project Suspended as Receivership Looms

FGIC CORP: Plan Up in the Air Over Insurance Unit's Troubles
FORD MOTOR: Reduced Automotive Debt by $12.8-Bil. This Year
FORD MOTOR: November Sales Up 24% from Last Year's
FREDDIE MAC: Says Mortgage Servicers Triggered Foreclosure Crisis
FREDERICK BERG: Sale of MTR Expected to Net $4.3 Million

GAMETECH INT'L: Lenders Extend Forbearance Until January 31
GAMETECH INT'L: R. Fedor Retires as Executive Chairman
GARY BURIVAL: Pritchett Administrative Expense Claims Denied
GARY PHILLIPS: Case Summary & 20 Largest Unsecured Creditors
GEORGIA GULF: S&P Gives Positive Outlook; Affirms 'B' Rating

GEORGE VAN WAGNER: Ch. 7 Trustee Did Not Abandon Causes of Action
GLYNN PLACE Douglas Wilson Appointed as Receiver
GOODWILL INDUSTRIES: Files for Chapter 11 in Milwaukee
GRANT FOREST: Court Denies U.S.'s Motion to Vacate Tax Order
GREAT ATLANTIC: Bobbi Gaunt Resigns from Board of Directors

H2O DEVELOPMENT: Iwaszczenko's 2nd Suit v. Neales Dismissed
HAMTRAMCK, MI: State Won't Allow Chapter 9 Bankruptcy
HANA BIOSCIENCES: Rebrands to Talon Therapeutics
IKARIA INC: S&P Affirms 'B+' Corporate Credit Rating
IMAGEWARE SYSTEMS: Issues $2-Mil. in 2-Year Unsec. Conv. Notes

INOVA TECHNOLOGY: Shares Resume Trading at OTCBB
INTERGRAPH CORP: S&P Withdraws 'B+' Corporate Credit Rating
INTEGRATED FREIGHT: Issues 2.4 Million Shares to Seaside
IPOF FUND: Court Extends Trading Restrictions Until March 1
IRONGATE FARM: Voluntary Chapter 11 Case Summary

KH FUNDING: Case Summary & 15 Largest Unsecured Creditors
KRISPY KREME: Posts $2.39-Mil. Profit in 3rd Quarter
LALIT PATEL: Case Summary & 13 Largest Unsecured Creditors
LANGUAGE LINE: Moody's Affirms 'B1' Corporate Family Rating
LANGUAGE LINE: S&P Assigns 'B+' Rating on Debt Offering

LDK SOLAR: Issuing $300 Million of Convertible Senior Notes
LEVITT AND SONS: Judge Grants Class Certification to Investors
LUCIA BEACH: Case Summary & 4 Largest Unsecured Creditors
MACATAWA BANK: C. Hankinson Discloses Non-Ownership of Securities
MARSICO HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating

MASSOUMEH VALANEJAD: Case Summary & 11 Largest Unsecured Creditors
MEDICOR LTD: Implements Plan with 26% for Secured Lenders
MEDSCI DIAGNOSTICS: Court Affirms Validity of SIF Contract
METRO-GOLDWYN-MAYER: Expects to Emerge from Ch. 11 Mid-December
METRO-GOLDWYN-MAYER: Former Pixar CFO Expected to Join MGM Board

METRO-GOLDWYN-MAYER: Has Access to Cash Collateral Until Emergence
MICRON TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B+'
MILACRON INC: Court to Hear Conversion to Chapter 7
NATION ENERGY: Files 10-K for FY2008; Going Concern Doubt Raised
NXT NUTRITIONALS: Discloses Resale of 22.8-Mil. Shares of Stock

NYABA YAMUSAH: Voluntary Chapter 11 Case Summary
OTC HOLDINGS: Second Lien Lenders Settle to Support Plan
PARAMOUNT RESOURCES: To Sell $300-Mil. of Unsecured Notes at Par
POINT BLANK: Equity Holders Pursue Replacement Financing
PROTECTIVE PRODUCTS: Class Action Suit Commenced Against Ex-Staff

PURESPECTRUM INC: Incurs $2.16 Mil. Net Loss in Sept. 30 Quarter
RCLC INC: To File Monthly Reports In Lieu of 10-Q, 10-K
REALOGY CORP: Launches Notes Exchange Offer to Improve Flexibility
REGAL ENTERTAINMENT: Declares $1.4 Per Share Cash Dividend
REGAL ENTERTAINMENT: Special Dividend Won't Affect Fitch's Ratings

RENFRO CORPORATION: Loan Upsizing Won't Affect Moody's B2 Rating
RIDGEFIELDS COUNTY: First Community's $2.57-Mil. Tops Auction
RIVIERA HOLDINGS: Emerges From Chapter 11 Protection
SIG ILLING: Case Summary & 10 Largest Unsecured Creditors
SKILLED HEALTHCARE: Court Okays $62.8MM Class Action Settlement

SMILE BRANDS: S&P Assigns Corporate Credit Rating at 'B'
SPEEDSTAR ACQUISITION: Moody's Assigns 'Ba3' Rating on Loan
STARK CERAMICS: Court Says American First's Lien Not Avoidable
STILLWATER MINING: Acquires All Outstanding Shares of Marathon
SUMMIT MATERIALS: Moody's Assigns 'B2' Rating on $425 Mil. Loan

SUMMIT MATERIALS: S&P Affirms 'BB-' Corporate Credit Rating
SUNOCO INC: Fitch Affirms Ratings on Subordinated Notes at 'BB+'
SUNRISE SENIOR: Contract With CEO Extended Until 2012
TAYLOR-WHARTON: Court Dismisses Complaint v. Harsco, et al.
TEXAS RANGERS: Cuban Withdraws Substantial Contribution Claim

TEXAS RANGERS: Weil Gotshal Bills $5.4 Million for Legal Work
TIB FINANCIAL: Board Approves Restated ByLaws
TOPS HOLDING: William Mills Promoted to Tops Markets' CFO
TRICO MARINE: Shipping Seeks Amendments to 11-7/8% Notes Indenture
TRINIDAD DRILLING: Moody's Assigns 'B2' Rating on Senior Notes

TRINIDAD DRILLING: S&P Assigns 'BB-' Corporate Credit Rating
TRONOX INC: Agrees to Allow $2.8 Million Environmental Claim
US FIDELIS: Asks to Auction Off Former Executives' Properties
VERTIS HOLDINGS: On Track to Complete Restructuring by Year's End
WALTER ENERGY: Moody's Reviews 'B1' Corporate Family Rating

WASHINGTON MUTUAL: Wants Attys. Not Testifying on Settlement
WATER'S EDGE: Case Summary & 7 Largest Unsecured Creditors
WEST CORP: Receives Consents to Amend 2014 Senior Indenture

* S&P's Global Corp. Default Tally Up By One to 75 YTD 2010

* Large Companies With Insolvent Balance Sheets

                            *********

315 UNION: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 315 Union Street Holdings, LLC
        P.O. Box 1767
        Mount Juliet, TN 37121

Bankruptcy Case No.: 10-13106

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $13,162,646

Scheduled Debts: $25,484,852

The petition was signed by Mark Lineberrry, president.

Debtor's List of nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo                        Secured by Property  $3,591,948
D1100-090 9th Floor
201 South, South College Street
Charlotte, NC 28244-1075

Lineberry Properties               --                   $2,309,000
P.O. Box 1767
Mount Juliet, TN 37121

Osama M. El-Atari                  --                   $2,000,000
19946 Belmont Station Drive
Ashburn, VA 20147

Branch Banking & Trust             Credit Card             $23,384

Commercial Painting, Inc           --                       $8,108

Wolfgang Sauermann                 --                       $1,691
Westwood Properties

KLM Mechanical                     --                       $1,618

Bloom Law Firm                     --                       $1,379

EMC Structural Engineers, PC       --                       $1,065


ACCENTIA BIOPHARMA: Has Sole Rights to Purchase Baxter's Cytoxan
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., announced November 29, 2010, a
strategic agreement with Baxter Healthcare Corporation to provide
Accentia with the exclusive, worldwide right to purchase Baxter's
cyclophosphamide, which is marketed under the brand name
Cytoxan(R) for the treatment of designated autoimmune diseases
including multiple sclerosis.  Cyclophosphamide is the active drug
used in Revimmune(TM) therapy, Accentia's proprietary system-of-
care being developed for the treatment of a broad range of
autoimmune diseases.

The agreement also grants Accentia with the exclusive right for
designated indications to reference Baxter's proprietary,
historical data related to cyclophosphamide as part of Accentia's
planned clinical and regulatory development of Revimmune.  The
agreement designates Baxter as Accentia's sole source of
cyclophosphamide for Revimmune.

"We are pleased that, through this agreement, we will be able to
support Accentia Biopharmaceuticals in the ongoing development of
Revimmune," said Debasis Chakrabarti, M.D., Ph.D., Baxter's
Therapeutic Area Leader for Oncology.  "Further investigation of
cyclophosphamide may identify a potentially valuable treatment
option for patients with devastating autoimmune diseases,
including multiple sclerosis, with high unmet medical need."

According to Accentia's President, Mr. Samuel S. Duffey, "We
consider our agreement with Baxter to be highly strategic to
Accentia's plans for the development and commercialization of
Revimmune.  We believe that the exclusive rights to purchase
Cytoxan for designated indications and the ability to reference
Baxter's data related to cyclophosphamide not only assures that
Accentia will have access to the highest quality supply of
cyclophosphamide, but also facilitates Accentia's regulatory
strategy and reinforces its market position.  With this agreement
in place, we are planning a robust clinical and regulatory
development strategy to advance our mission to establish Revimmune
as a new standard-of-care treatment for patients suffering from
autoimmune diseases, including orphan indications with potential
accelerated regulatory pathways, as well as major indications such
as multiple sclerosis."

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(OTC QB: ABPI) -- http://www.accentia.net/-- is committed to
advancing the autoimmune disease therapy, Revimmune(TM), as a
comprehensive system of care and drug regimen designed for the
treatment of autoimmune diseases.  Revimmune therapy includes an
ultra-high-dose regimen of Cytoxan(R) (cyclophosphamide),
exclusively supplied via a strategic agreement with Baxter
Healthcare Corporation.  Clinical trials for Revimmune are being
planned for the treatment of multiple autoimmune indications.

Accentia holds a majority-ownership stake in Biovest
International, Inc., an emerging leader in the field of active
personalized immunotherapies.  In collaboration with the National
Cancer Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxIDO(R), with three clinical trials completed,
including a Phase III study for the treatment of follicular non-
Hodgkin's lymphoma.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors disclosed assets of $134,919,728 and debts
of $77,627,355 as of June 30, 2008.

At September 30, 2010, Accentia BioPharmaceuticals' balance sheet
showed total assets of $5,020,410, current liabilities of
$7,201,329, liabilities subject to compromise of $142,886,695, and
Series A convertible redeemable preferred stock, $1.00 par value
of $7,528,640.

On November 2, 2010, the Bankruptcy Court entered its order
confirming Accentia Biopharmaceuticals, Inc., and its
subsidiaries' First Amended Joint Plan of Reorganization under
Chapter 11 of the Bankruptcy Code.  The Debtors emerged from
Chapter 11 protection, and the Plan became effective, on
November 17, 2010.


ADIRONDACK MINES: District Court Affirms Dismissal of Ch. 11 Case
-----------------------------------------------------------------
Judge Gary L. Sharpe for the U.S. District Court for the Northern
District of New York affirmed a bankruptcy court order dismissing
the voluntary Chapter 11 petition of Adirondack Mines Inc.

Adironrack was formed in March 2009 for the purpose of
transferring five rental properties located in Las Vegas, Nevada,
for certain money consideration.  However, no evidence is noted
that any payment was ever received.  By June 2009, the Company
filed for bankruptcy protection, allegedly to reorganize.

The Acting U.S. Trustee for Region 2 sought dismissal of the
Chapter 11 filing.  In February 2010, the Bankruptcy Court ruled
in favor of the U.S. Trustee, citing that the Debtor acted in bad
faith in acquiring the Nevada properties and in filing its
bankruptcy case.  Adirondack appealed the Bankruptcy Court's
decision in April 2010.

According to Judge Sharpe, the record amply supports the
Bankruptcy Court's finding of bad faith.  The District Court,
among other things, noted that Adirondack's assets are
questionable at best and its business operations are facially
dubious.

The case is Adirondack Mines, Inc., v. United States Trustee, Case
No. 10-cv-411 (N.D.N.Y.).  A copy of the District Court's Opinion,
dated November 16, 2010, is available at http://is.gd/i5pWwat
Leagle.com.

Leslie N. Reizes, Esq., at Reizes Law Firm, Chartered, in Boynton
Beach, Florida, represents the Debtor.


AE BIOFUELS: Posts $1.7 Million Net Loss in September 30 Quarter
----------------------------------------------------------------
AE Biofuels Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.72 million on $1.59 million of sales
for the three months ended September 30, 2010, compared with a net
loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

The Company's balance sheet at September 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.

The Company has an accumulated deficit of $44.64 million and a
working capital deficit of $27.22 million as of September 30,
2010.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

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

               http://researcharchives.com/t/s?707f

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a global vertically integrated biofuels company based in
Cupertino, California, developing sustainable solutions to address
the world's renewable energy needs.  The Company is
commercializing its patent-pending next-generation cellulosic
ethanol technology that enables the production of biofuels from
both non-food and traditional feedstocks.  Its wholly-owned
Universal Biofuels subsidiary built and operates a nameplate 50
million gallon per year biodiesel production facility on the east
coast of India.


AFFINITY GROUP: Issues $333MM of Sec. Notes to Repay Debt
---------------------------------------------------------
On November 30, 2010, Affinity Group Inc. issued $333.0 million of
11.5% senior secured notes due 2016 at an original issue discount
of 2.1%.  Interest on the Notes is due each December 1 and June 1
commencing June 1, 2011.  The Notes mature on December 1, 2016.

The Company used the net proceeds of $326.0 million from the
issuance of the Notes:

     i) to irrevocably redeem or otherwise retire all of the
        outstanding 9% senior subordinated notes due 2012 in an
        approximate amount of $142.5 million;

    ii) to permanently repay all of the outstanding indebtedness
        under its existing senior secured credit facility in an
        approximate amount of $153.4 million;

   iii) to make a $19.6 million distribution to AGI's direct
        parent, Affinity Group Holding, Inc. ("Parent"), to enable
        Parent, together with other funds contributed to the
        Parent, to redeem, repurchase or otherwise acquire for
        value and satisfy and discharge all of its outstanding 10
        7/8% senior notes due 2012; and

    iv) to pay related fees and expenses in connection with the
        foregoing transactions and to provide for general
        corporate purposes.

The Camping World credit agreement -- a March 1, 2010 credit
agreement entered into by AGI subsidiary Camping World, Inc., for
an asset based lending facility of up to $22.0 million, of which
$10.0 million -- remains outstanding and available for borrowings
and letters of credit.  Borrowings under the CW Credit Facility
are guaranteed by the direct and indirect subsidiaries of Camping
World and are secured by a pledge on the stock of Camping World
and its direct and indirect subsidiaries and liens on the assets
of Camping World and its direct and indirect subsidiaries.  As of
November 30, 2010, there were no borrowings outstanding under the
CW Credit Facility and $8.6 million of letters of credit were
issued under the CW Credit Facility.

The Notes will be fully and unconditionally guaranteed, jointly
and severally, on a senior secured basis by each of the AGI's
existing and future domestic restricted subsidiaries.  All of the
Company's subsidiaries other than CWFR Capital Corp. will be
designated as restricted subsidiaries, and CWFR will constitute
AGI's only "Unrestricted Subsidiary".  In the event of a
bankruptcy, liquidation or reorganization of an Unrestricted
Subsidiary, holders of the indebtedness of that Unrestricted
Subsidiary and their trade creditors will generally be entitled to
payment of their claims from the assets of that Unrestricted
Subsidiary before any assets are made available for distribution
to us.  As a result, with respect to assets of Unrestricted
Subsidiaries, the notes will be structurally subordinated to the
prior payment of all of the debts of such Unrestricted
Subsidiaries.

The Notes and the related guarantees are AGI's and the guarantors'
senior secured obligations.  The Notes:

     i) rank senior in right of payment to all of AGI's and the
        guarantors' existing and future subordinated indebtedness,

    ii) rank equal in right of payment with all of AGI's and the
        guarantors' existing and future senior indebtedness,

   iii) are structurally subordinated to all future indebtedness
        of its subsidiaries that are not guarantors of the notes
        and

    iv) are effectively subordinated to the CW Credit Facility and
        any future credit facilities in replacement thereof to the
        extent of the value of the collateral securing
        indebtedness under such facilities.

The indentures governing the Notes limits the Company's ability
to, among other things, incur more debt, pay dividends or make
other distributions to its parent, redeem stock, make certain
investments, create liens, enter into transactions with
affiliates, merge or consolidate, transfer or sell assets and make
capital expenditures.

Subject to certain conditions, AGI must make an offer to purchase
some or all of the notes with the excess cash flow offer amount
determined for each applicable period, commencing with the annual
period ending December 31, 2011, and each June 30 and December 31
thereafter, at 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the date of repurchase.

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp
("AGHC"), a privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle ("RV") owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


ALDA PHARMACEUTICALS: Posts C$335,400 Net Loss in Q3 2010
---------------------------------------------------------
ALDA Pharmaceuticals Corp. filed on December 2, 2010, interim
consolidated financial statements for the three months ended
September 30, 2010.

The Company reported a net loss of C$335,442 on C$82,639 of sales
for the three months ended September 30, 2010, compared to a net
loss of C$650,268 on C$73,429 of sales for the same period ended
September 30, 2009.

The Company's balance sheet as of September 30, 2010, showed
C$1.24 million in total assets, C$983,007 in total liabilities,
and stockholders' equity of $258,397.

"The Company has no history of pre-tax profit and in the previous
three years has had only limited annual revenues for each of the
years it has been operating."

The Company says its continued operation will be dependent upon
its ability to generate operating revenues and to procure
additional financing, of which there can be no assurance.
"Failure to generate revenues or raise capital could cause the
Company to cease operations."

The auditor's reports to the shareholders are expressed in
accordance with Canadian reporting standards, which do not require
a reference to conditions and events that cast substantial doubt
on the Company's ability to continue as a going concern when these
are adequately disclosed in the financial statements.

A full-text copy of the Interim Financial Statements is available
for free at http://researcharchives.com/t/s?7086

A full-text copy of the Management's Discussion & Analysis for the
three months ended September 30, 2010, is available at no charge
at http://researcharchives.com/t/s?7087

                    About ALDA Pharmaceuticals

Based in New Westminster, Canada, ALDA Pharmaceuticals Corp.
-- http://www.aldacorp.com/-- is principally engaged in the
development, production and marketing of infection control agent
products, principally a product marketed as "T36(R)".

ALDA trades on the TSX Venture Exchange in Vancouver, Canada under
the symbol "APH" and on the OTC QB under the symbol "APCSF".


AMBAC FINANCIAL: Wisconsin Court Yet to Rule on AAC Rehab Plan
--------------------------------------------------------------
A federal court overseeing the rehabilitation proceeding of Ambac
Assurance Corp. was scheduled to decide on the rehabilitation
plan proposed by the Sean Dilweg, the head of Wisconsin's Office
of the Commissioner of Insurance, on November 30, 2010, according
to Patrick McGee of The Bond Buyer.

However, as of press time, no news of Judge William D. Johnston
of the Dane Circuit Court in Wisconsin's decision on the AAC
Rehabilitation Plan has been available.

In other AAC-related news, the OCI stated that AAC is close to a
deal that would clear more than $500 million exposure to revenue
bonds issued by the Nevada Department of Business and Industry
for the Las Vegas Monorail, The Bond Buyer reports.

"We're very close on negotiations with the Las Vegas Monorail to
reach a commutation," the OCI was quoted by The Bond Buyer as
saying.

The OCI placed AAC's portfolio of asset-backed security policies,
including the monorail credit worth $50 billion into the
segregated account.  The OCI is the court-appointed rehabilitator
of the segregated account.  According to The Bond Buyer, AAC's
exposure to the now bankrupt monorail transit system is the
single-largest municipal credit in the account.

The amount AAC might pay under the settlement is yet to be known,
The Bond Buyer notes.  According to Kimberly Shaul, deputy
commissioner at the OCI, a commutation agreement is a possibility
for all policyholders in the segregated account, not just the
monorail credit, the report adds.

The report notes that claims in the segregated account were
temporarily frozen to stop AAC from hemorrhaging more than $150
million a month, as its portfolio of residential mortgage-backed
securities was deteriorating rapidly.  The continuous losses
threatened to dry up AAC's claims-paying abilities and leave
policyholders of longer-duration debt with a worthless guarantee,
the report cites.

                        About Ambac Financial

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

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

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

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

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

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

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: Committee Proposes Information Sharing Procedures
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for Ambac Financial
Group Inc. asks Bankruptcy Judge Shelley Chapman to declare that
it is not authorized or required, pursuant to Section
1102(b)(3)(A) of the Bankruptcy Code, to provide access of these
information to the creditors it represents:

   (i) Ambac Financial Group, Inc.'s confidential and other non-
       public proprietary information;

  (ii) the Committee's confidential information; or

(iii) privileged information.

The Creditors' Committee also asks the Court to fix creditor
information sharing procedures.

Anthony Princi, Esq., at Morrison & Foerster LLP, in New York --
aprinci@mofo.com  -- argues that Section 1102(b)(3)(A) is unclear
and ambiguous.  The statute simply requires a creditors'
committee "to provide access to information," yet sets forth no
guidelines as to the type, kind and extent of the information to
be provided, he points out.  He asserts that the Debtor is in a
very competitive industry and the dissemination of confidential
information to parties who are not bound by any confidentiality
agreement could be damaging for the Debtor.

If the Debtor's general creditors could require the Committee to
give them access to Confidential Information in its possession,
that information easily could become public immediately
thereafter, Mr. Princi stresses.  If there was a risk that
Confidential Information given by the Debtor to the Committee
would have to be turned over to any creditor, the Debtor would be
highly discouraged from giving Confidential Information to the
Committee in the first place, he asserts.  He contends that the
inability of the Committee to gain access to Confidential
Information, in turn, could limit the ability of the Committee to
fulfill its statutory obligations under the Bankruptcy Code.

Against this backdrop, the Committee proposes certain procedures
to govern information-sharing to creditors to help ensure that
Confidential Information will not be disseminated to the
detriment of the Debtor's estates and aid the Committee in
performing its statutory functions.

The proposed procedures are:

  (1) The Committee will respond to a general unsecured
      creditor's request for information within 20 days of the
      Committee's receipt of that request.  That response will
      provide access to the requested information or reasons why
      that information will not be provided.

  (2) If the information request is denied because it requests
      confidential information, confidential and other non-
      public proprietary information typically shared with a
      creditors' committee or "Committee Confidential
      Information," or privileged Information, which cannot be
      disclosed, or the request is unduly burdensome, that
      creditor, after good faith attempts to meet and confer
      with the Committee, can file a motion asking that the
      information be provided.

  (3) In responding to an information request, the Committee
      will consider certain factors, including (i) the
      creditor's willingness to enter into a confidentiality
      agreement and trading restrictions; (ii) whether the
      requesting creditor is involved in the trading of claims
      or equity interests; and (iii) whether the requesting
      creditor is a current or prospective competitor of the
      Debtor.

  (4) If the Committee agrees that Confidential Information of
      the Debtor should be supplied to a general unsecured
      creditor, by request or otherwise, it will do so only if
      that creditor first enters into a confidentiality
      agreement reasonably acceptable to the Debtor and the
      Committee and pursuant to the proposed Information Sharing
      Procedures.

  (5) If the Information Request implicates Confidential
      Information of the Debtor and the Committee agrees that
      the request should be satisfied, or if the Committee on
      its own wishes to disclose that Confidential Information
      to creditors, the Committee will follow these procedures:

      -- If the Confidential Information is information of the
         Debtor, the Committee will submit a written request to
         counsel for the Debtor, describing the sought
         Confidential Information in reasonable detail and
         stating that the information will be disclosed in the
         manner described in the Committee's information demand.
         If the Debtor objects within 15 days after the service
         of the demand, the Committee and the Requesting Party
         will attempt to resolve the Debtor's objection to the
         Committee Information Demand.  Absent a resolution of
         the Debtors' Objection, the Committee will schedule a
         hearing within 20 days, to demonstrate why disclosure
         of the information sought is appropriate.

      -- If the Confidential Information is information of
         another Entity, the Committee will submit a written
         request or demand to that Entity and its counsel of
         record, stating that the information will be disclosed
         in the manner described in the Committee Information
         Demand.  If the Entity or the Debtor objects to the
         Committee Information Demand on or before 15 days after
         the service of that demand, the Entity and Requesting
         Creditor will attempt to resolve the Debtor's or the
         Entity's objection to the Committee Information Demand.
         Absent a resolution of the Debtor's or the Entity's
         objection, the Committee will schedule a hearing within
         20 days.

  (6) The Committee may disclose any Committee Confidential
      Information, so long as that disclosure does not violate
      any confidentiality agreement.

Mr. Princi stresses that the disclosure of non-public or
privileged information to certain creditors will likely cause
serious harm to the Debtor's estates.  He clarifies that the
Creditors' Motion does not mean that the Committee will not be
providing information to its constituents pursuant to Section
1102(b)(3)(A).  On the contrary, the Committee will make
available to creditors at their request a variety of public
information concerning the Debtor, including pleadings filed with
the Court, the Debtor's schedules and statements of financial
affairs and the Debtor's monthly operating reports, he assures
Judge Chapman.

In addition, at a time as the Debtor asks a vote on a Chapter 11
plan from its creditors, the Debtor will provide those creditors
with additional material information in a disclosure statement
that satisfies the requirements of Section 1125(b) of the
Bankruptcy Code, Mr. Princi avers.

The Debtor and the Committee further seek clarification that the
Committee's duties under Section 1102(b)(3) are satisfied by (i)
responding promptly to written and telephonic inquiries received
from the creditors it represents; and (ii) establishing and
maintaining an electronic mail address for creditors to submit
questions and comments to the Committee.

The Court will consider the Committee's request on December 21,
2010.  Objections are due no later than December 14.

                        About Ambac Financial

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

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

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

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

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

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

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: Court Approves Stock/Claims Trading Restrictions
-----------------------------------------------------------------
Bankruptcy Judge Shelley Chapman approved Ambac Financial Group
Inc.'s proposed procedures to govern the trading of stock and
covered claims, on a final basis.  The Trading Procedures are
effective and enforceable nunc pro tunc to the Petition Date.

The Court clarified that no indenture trustee, registrar, paying
agent, or transfer agent will be subject to the Final Order or
have or incur any liability for noncompliance with the Final
Order to the extent that Indenture Trustee follows its standard
practices or acts in accordance with its prepetition governing
documents with respect to (i) any transfer of Claims; (ii) any
related payments; or (iii) any actions taken in accordance with
the instructions of holders of Claims for which such Indenture
Trustee acts.  However, an Indenture Trustee will be subject to
the Final Order to the extent that the Indenture Trustee at any
time is treated as the owner for U.S. federal income tax purposes
of Claims, the Court noted.

Similarly, any Indenture Trustee for any notes, bonds,
debentures, or other debt securities issued by the Debtor will
not be treated as a Substantial Equityholder or Substantial
Claimholder solely to the extent that Indenture Trustee is acting
in its capacity as Indenture Trustee, Judge Chapman held.
However, an Indenture Trustee will be treated as a Substantial
Equityholder or Substantial Claimholder to the extent that
Indenture Trustee is treated as the owner for U.S. federal income
tax purposes of Ambac Stock or Claims, the Court held.

Since 1991, the Debtor and its subsidiaries have filed a
consolidated U.S. federal income tax return.  The Ambac
consolidated group has significant net operating losses.  As of
June 30, 2010, the Debtor reported consolidated NOLs of about
$7 billion.

"Those NOLs are valuable tax assets because the Internal Revenue
Code of 1986 permits corporations to carry forward NOLs and other
losses to offset future income, thereby reducing tax liability in
future tax periods and permits members of a consolidated group to
utilize consolidated tax attributes," Peter A. Ivanick, Esq., at
Dewey & LeBoeuf LLP, in New York, tells the Court.  Almost all of
the consolidated NOL is attributable to losses recognized by
Ambac Assurance Corporation, he notes.

The U.S. federal income tax liabilities of the Debtor and the
individual subsidiaries included in the Debtor's consolidated
group and their ability to utilize certain group tax benefits or
attributes are governed by a tax sharing agreement.  Under the
TSA, each subsidiary is entitled to any tax refunds resulting
from the carry back of that subsidiary's tax NOLs or other tax
benefits to any prior tax year of such subsidiary determined on a
stand alone basis.

In December 2009, the parties to the TSA entered into an
amendment granting AAC a trust or security interest under the TSA
in U.S. federal income tax refunds allocable to AAC NOL
carrybacks.  The parties executed another amendment to the TSA in
June 2010 providing, among other things, that the Ambac
consolidated tax group be "divided" into two subgroups (1)
comprised of the Debtor and its non-AAC subsidiaries -- the
Debtor Subgroup, and (2) comprised of AAC and its subsidiaries --
the AAC Subgroup.

Mr. Ivanick relates that the Debtor is required, under the June
2010 Amendment, to compensate AAC on a current basis if the
Debtor uses NOLs attributable to a member of the AAC Subgroup to
offset certain income attributable to the Debtor Subgroup.  The
June 2010 Amendment, however, permits the Debtor to utilize AAC
Subgroup NOLs without any payment or compensation to AAC if the
NOLs are used to offset income recognized by the Debtor Subgroup
relating to the restructuring, modification, cancelation, or
settlement of any debt, liability, or other obligation
outstanding as of March 15, 2010 -- Debtor CODI.

As of September 30, 2010, the Debtor had outstanding debt of
about $1.622 billion, consisting of $1.222 billion in senior
notes and $400 million in subordinated notes.  Mr. Ivanick says
the Debtor may generate up to $1.622 billion of Debtor CODI in
connection with the restructuring of its current debt, permitting
the Debtor to utilize up to $1.622 billion of the consolidated
group's NOLs to offset or otherwise exclude that income without
having to compensate the AAC Subgroup.  Although the Debtor's Tax
Attributes remaining after the effective date of a reorganization
plan may be significantly reduced as a result of the Debtor CODI
realized pursuant to that plan, those Tax Attributes will be
available to the reorganized Debtor to offset income realized
through the taxable year that includes the plan's effective date,
he states.

Accordingly, by this motion, the Debtor seeks to preserve
consolidated NOLs and other tax attributes allocable under the
June 2010 Amendment.

Section 382 of the Internal Revenue Code limits the amount of
taxable income that can be offset by a corporation's NOLs in
taxable years following an ownership change.  Based on the
Debtor's current and projected financial condition, it is
possible that a bankruptcy plan may distribute a majority of the
stock of the reorganized Debtor to its creditors in exchange for
all or part of their Claims, which could result in an ownership
change for purposes of section 382, Mr. Ivanick points out.  In
addition, if too many equity holders transfer their Ambac Stock
prior to the effective date of that bankruptcy plan, those
transfers may trigger an ownership change that would not qualify
for the special bankruptcy relief provisions because that
ownership change would not occur pursuant to a confirmed chapter
11 plan, he stresses.

To manage those potentially adverse consequences and to preserve
flexibility in crafting a Chapter 11 plan that maximizes the
Debtor's ability to reduce future federal income taxes, the
Debtor proposes certain uniform procedures, enabling it to
monitor changes in ownership in Ambac Stock and Claims.

The Proposed Procedures are:

  (A) Procedures for Transfers of Ambac Stock.  Each
      Substantial Equityholder -- an entity that beneficially
      owns at least 13,500,000 shares of Ambac Stock -- must
      file with the Court and serve upon the Debtor, a notice of
      that status on or before 20 days after the Petition Date
      or 10 days after becoming a Substantial Equityholder.
      About 15 days prior to the consummation of any Ambac Stock
      transaction that would result in a change of the amount
      of Ambac Stock Beneficially Owned by an Entity, that
      Entity must file with the Court an advance written notice
      of the intended Ambac Stock transaction.  The Debtor will
      have 10 days to object to any proposed transaction
      described in the notice on the grounds that the
      transaction might adversely affect the Debtor's ability to
      utilize its tax attributes.  If the Debtor objects, the
      transaction will not be effective unless approved by a
      final and non-appealable order of the Court.  If the
      Debtor does not timely object, the transaction in the
      Proposed Ambac Stock Transaction Notice may proceed.  Any
      Further Ambac Stock transactions by the Entity providing
      the Proposed Ambac Stock Transaction Notice will be the
      subject of additional notices.

  (B) Procedures for Transfers of Claims.  Once the Debtor files
      a Reporting Notice with the Court, each Substantial
      Claimholder -- an entity that beneficially owns an
      aggregate amount of Claims that equals or exceeds the
      a threshold amount of $55,000,000 -- will be required to
      serve a "Substantial Claimholder Notice" on the Debtor
      within 20 days so that the Debtor can assess the
      feasibility of implementing a Section 382(l)(5) Plan and
      the need for petitioning the Court for a Sell Down Order.

      (I) If the Debtor determines that a Sell Down Order is
          required, it may ask the Court to enter that order.
          The Sell Down Order would (1) authorize the Debtor to
          issue Sell Down Notices to Substantial Claimholders
          ordering that Substantial Claimholder to transfer
          Beneficial Ownership of certain of their Claims within
          30 days and to not subsequently acquire additional
          Claims; and (2) provide that all other Entities which
          have not received Sell Down Notices will not be
          entitled to acquire Beneficial Ownership of more than
          4.5% of the New Ambac Stock to be issued pursuant to
          the Section 382(l)(5) Plan.  Once a Substantial
          Claimholder has transferred its Claims pursuant to a
          Sell Down Notice, it will serve upon the Debtor and
          its counsel a notice of compliance with the terms of
          the Sell Down Notice applicable to such Substantial
          Claimholder.

     (II) If the Debtor determines that no Sell Down Notices are
          necessary to implement the Section 382(l)(5) Plan, the
          Debtor may ask the Court to enter a Claims Acquisition
          Notice Order.  Pursuant to this order:

          (1) any Entity proposing to acquire Claims in a
              transaction following which that Entity would have
              Beneficial Ownership of Claims that would entitle
              that Entity to receive New Ambac Stock exceeding
              the amount to which that Entity would have been
              entitled based upon the holdings reported on that
              Entity's Substantial Claimholder Notice; and

          (2) Any Entity that would become a Potential
              Substantial New Stockholder -- an Entity which
              holds more than 4.5% of the New Ambac Stock, by
              virtue of a proposed acquisition of Beneficial
              Ownership of Claims -- will be required, at least
              15 days prior to the consummation of that
              transaction, to serve upon the Debtor advance
              written notice of the intended Claims acquisition.
              A transaction described in a Proposed Claims
              Acquisition Notice that is not approved by the
              Debtor within 10 days will be deemed rejected.
              Any further Claims acquisitions by the Entity
              providing the Proposed Claims Acquisition Notice
              will be the subject of additional notices.  The
              Claims Acquisition Notice Order will also require
              any Entity which has acquired Beneficial Ownership
              of Claims as to which approval from the Debtor
              would have been required, but for the fact that
              the acquisition occurred prior to the entry of the
              Claims Acquisition Notice Order, to serve notice
              of that fact on the Debtor within 15 days of the
              entry of the Claims Acquisition Notice Order.  If
              the Debtor determines that the retention by that
              Entity of those Claims could jeopardize the
              implementation of the 382(l)(5) Plan, the Debtor
              will serve a Sell Down Notice on that Entity.

  (C) Participation Restriction.  To permit reliance by the
      Debtor on Section 1.382-9(d)(3) of Subchapter A of the
      Treasury Regulations, any Substantial Claimholder that
      participates in formulating any chapter 11 plan of or on
      behalf of the Debtor will not disclose to the Debtor that
      any Claims of which that Substantial Claimholder has
      Beneficial Ownership are Newly Traded Claims -- Claims (a)
      with respect to which an Entity acquired Beneficial
      Ownership after the date that was 18 months before the
      Petition Date; and (b) that are not ordinary course
      claims, of which the same Entity has always had Beneficial
      Ownership.

Mr. Ivanick insists that entering an interim order on the
Debtor's Motion nunc pro tunc to the Petition Date will prevent
the loss of the Tax Attributes pending determination of final
approval of the Procedures while allowing holders of Ambac Stock
and Claims ample time to consider the Procedures.

                        About Ambac Financial

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

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

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

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

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

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

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMC ENTERTAINMENT: S&P Assigns 'BB-' Rating on Proposed Debt
------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the newly
proposed debt of AMC Entertainment Holdings Inc.'s operating
subsidiary, AMC Entertainment Inc.  AMC intends to extend any and
all of the maturity of its term loan B to 2016 from 2013.  S&P
assigned the extended portion of the term loan an issue-level
rating of 'BB-' (two notches higher than the 'B' corporate credit
rating on the parent holding company).  The recovery rating on
this debt is '1', indicating S&P's expectation of very high (90%
to 100%) recovery for lenders in the event of a payment default.

S&P also assigned AMC Entertainment Inc.'s proposed revolving
credit facility due 2015 a rating of 'BB-' with a recovery rating
of '1'.

S&P's corporate credit rating on Kansas City, Mo.-based movie
exhibitor super-holding company AMC Entertainment Holdings Inc. 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.

             Extended term loan B due 2016        BB-
               Recovery Rating                    1
             Revolving credit fac due 2015        BB-
               Recovery Rating                    1


AMERICAN APPAREL: Sells 1.1-Mil. Shares to CEO for $1.67-Mil.
-------------------------------------------------------------
On December 1, 2010, American Apparel Inc. sold 1,129,576 treasury
shares of its common stock, par value $0.0001 per share at $1.48
per share, for a total cost of $1.675 million to Dov Charney,
Chairman and Chief Executive Officer of the Company.  The shares
were issued in a private placement exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as
amended.  Proceeds of the sale will be used to facilitate equity
grants and to fund the payment of the related withholding taxes.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at September 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended September 30, 2010, and
through the issuance of the financial statements and projected for
the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months, and that it is probable that beginning January 31, 2011,
the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the $80,000,000 term loan with
Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN SAFETY: Sale to Energizer Completed November 23
--------------------------------------------------------
American Safety Razor Co. completed the $301 million sale of its
assets on Nov. 23 to Energizer Holdings Inc., the maker of Schick
shavers, the buyer said in a statement, Bill Rochelle, the
bankruptcy columnist for Bloomberg News.

On October 8, 2010, Energizer announced that it was the winning
bidder for ASR's assets, and that Energizer signed an agreement
with ASR to purchase substantially all of ASR's assets for
$301 million in cash and the assumption of certain liabilities.

Energizer beat out the original bid from secured lenders who
offered to buy the business in exchange for the $244.4 million
they were owed on a first-lien revolving credit and term loan.

ASR originally turned down the offer from Energizer, contending
that a sale would never close given the possibility of objection
from federal antitrust regulators.  Energizer Holdings, Inc.,
headquartered in St. Louis, Missouri and incorporated in 1999, is
a consumer goods company operating globally in the broad
categories of household and personal care products.

                    About American Safety Razor

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.  American
Safety disclosed $204,445,816 in assets and $530,809,101 in
liabilities.


AMERICAN MEDIA: Proposes Akin Gump as Attorneys
-----------------------------------------------
American Media Inc. and its units seek the Bankruptcy Court's
authority to employ Akin Gump Strauss Hauer & Feld LLP as their
attorneys nunc pro tunc to the Petition Date.  The Debtors have
selected Akin Gump because of the firm's knowledge of their
businesses and financial affairs and recognized expertise with
business reorganizations under Chapter 11 of the Bankruptcy Code.

As the Debtors' attorneys, Akin Gump will, among other things:

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

  (b) advise the Debtors and take all necessary or appropriate
      actions at the Debtors' direction with respect to
      protecting and preserving the Debtors' estates, including
      the defense of any actions commenced against the Debtors,
      the negotiation of disputes in which the Debtors are
      involved, and the preparation of objections to any claims
      filed against the Debtors' estates;

  (c) draft all necessary or appropriate motions, applications,
      answers, orders, reports, and other papers in connection
      with the administration of the Debtors' estates on behalf
      of the Debtors;

  (d) represent the Debtors in negotiations with all other
      creditors, equity holders, and other parties-in-interest;

  (e) continue to take all necessary or appropriate actions in
      connection with the Debtors' plan of reorganization or
      other plans of reorganization and related disclosure
      statement and all related documents, and further actions
      as may be required in connection with the administration
      of the Debtors' estates; and

  (f) perform and advise the Debtors as to all other necessary
      legal services in connection with the Chapter 11 cases,
      including, without limitation, any general corporate legal
      services.

The Debtors will pay Akin Gump pursuant to the firm's standard
hourly rates:

    Partners                      $525-$1,150
    Counsel                         $475-$835
    Associates                      $325-$600
    Paraprofessionals               $125-$290

The current hourly rates for the Akin Gump attorneys with primary
responsibility for this matter are:

Ira S. Dizengoff, Esq.      Partner - Financial
                             Restructuring            $950

Arik Preis, Esq.            Counsel - Financial
                             Restructuring            $675

Meredith Lahaie, Esq.       Associate - Financial
                             Restructuring            $525

The Debtors will also reimburse Akin Gump for its customarily
expenses incurred in connection with the representation including,
but not limited to, photocopying services, printing, delivery
charges, filing fees, postage, and computer research time.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      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: Paul Weiss Represents Ad Hoc Noteholders Group
--------------------------------------------------------------
Paul, Weiss, Rifkind, Wharton & Garrison LLP disclosed, pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure, that it
represents members of an unofficial committee of noteholders
consisting of certain holders of (i) 9% Senior PIK Notes due 2013,
and (ii) the 14% Senior Subordinated Notes due 2013.

The current members of the Unofficial Committee are:

  (a) Angelo, Gordon & Co., LP
      245 Park Avenue, 26th Floor
      New York, New York 10167

  (b) Avenue Capital Group
      399 Park Avenue, 6th Floor
      New York, New York 10022

  (c) Capital Research & Management Company
      11100 Santa Monica Boulevard, 15th Floor
      Los Angeles, California 90025

  (d) Credit Suisse Securities (USA) LLC
      11 Madison Avenue
      New York New York 10010

The members of the Unofficial Committee have advised Paul Weiss
that those members, in the aggregate, are the beneficial owners
of, or the holders of investment authority with respect to (i)
approximately $21,155,826 of the outstanding principal amount of
the PIK Notes, and (ii) approximately $276,146,464 of the
outstanding principal amount of the Subordinated Notes.  Paul
Weiss reserves the right to amend and supplement this Statement as
may be necessary, including in particular as to the nature and
amount of claims held by the members of the Unofficial Committee.

                      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: Names T. Kraft Chief Editor of Shape Magazine
-------------------------------------------------------------
David J. Pecker, President, chairman and CEO of American Media,
Inc. announced that longtime Star Beauty and Fashion Director Tara
Kraft has been named editor-in-chief of Shape.

"As always, we continue to conduct substantial research into
learning what our readers are looking for and expecting out of
Shape.  By expanding the content to incorporate even more
lifestyle, we will deliver on those expectations," said David J.
Pecker, President, Chairman and CEO of AMI.  "I'm confident that
Tara will produce a fresh, well-rounded magazine that will
maintain Shape's respected voice in health and fitness, while
adding a greater lifestyle sensibility to the brand."

"I am thrilled to take on the role as editor-in-chief," said
Ms. Kraft.  "While health and fitness will always be Shape's core,
we will be taking it to the next level when it comes to both
content and design.  We will continue to cover a broad range of
subjects in a new, exciting way that will energize readers each
time they pick up the magazine or visit the website.  It will be
an empowering, must-read, that not only inspires women to set
life-improving goals, but gives them the tools to reach them."

Ms. Kraft has been with AMI since 2003, serving as Beauty and
Fashion Director of Star magazine throughout her tenure. During
her years at Star, Ms. Kraft has played a particularly significant
role in developing the lifestyle pages of the magazine, a
significant component of the successful 2004 re-launch of Star as
a glossy.

Ms. Kraft will report to Mr. Pecker effective November 17, 2010,
replacing Valerie Latona who leaves the company after a long and
successful tenure with the magazine.

"Shape is -- and always has been -- a powerful brand and it has
been an honor to help motivate its almost 7 million readers every
month to live healthier and better lives," said Valerie Latona.
"As I have always said to Shape's readers, it's important to take
risks in life and try new things, and now I'm taking my own advice
and heading off into my next adventure."

"I'd like to thank Valerie for her hard work and dedication to the
Shape brand and wish her well in all of her future endeavors,"
stated Mr. Pecker.

                      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)


AMR CORP: CFO to Report on Results, Outlook at Dec. 8 Conference
----------------------------------------------------------------
Bella Goren, Senior Vice President and Chief Financial Officer,
AMR Corporation, will speak at the Hudson Securities 2010 Airlines
Conference on Wednesday, December 8, 2010, at 8:35 a.m. Easter
Time.  Ms. Goren's presentation will focus on AMR's recent
financial performance and the outlook for the future.

                       About AMR Corporation

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

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

                           *     *     *

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

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


ANGIOTECH PHARMACEUTICALS: Rex Gets TRO Pending Arbitration
-----------------------------------------------------------
Angiotech Pharmaceuticals Inc. announced that the United States
District Court for the Southern District of New York has rendered
a Decision and Order granting the petition of Rex Medical L.P. for
a preliminary injunction pending the adjudication of an
arbitration commenced by Rex on November 18, 2010.

Angiotech previously reported on November 24 that Rex had
initiated the arbitration, which relates to a dispute with respect
to the License, Supply, Marketing and Distribution Agreement
between Angiotech US and Rex, dated March 13, 2008, and sought
preliminary injunctive relief from the District Court in aid of
the arbitration.  The District Court's Decision and Order,
released late in the day yesterday, enjoins Angiotech's
subsidiary, Angiotech Pharmaceuticals (US), Inc., to continue
performing under the Agreement for a period of 180 days or until
the arbitration is concluded. The injunction is conditioned on
Rex's posting of a security bond in the amount of $100,000 by no
later than December 11, 2010.  Should the required bond be posted
in a timely manner, Angiotech intends to seek expedited appellate
review of the District Court's ruling.  It is not possible at this
time to predict the outcome of any appeal.  Apart from the outcome
of any appeal, the Company intends to vigorously defend against
Rex's claims in the arbitration.

"We are still hopeful that we can facilitate amicable and
expedient business discussions that will lead to a resolution of
this situation with our partner Rex Medical," said Thomas Bailey,
Chief Financial Officer of Angiotech.  "While we may respectfully
disagree with the court's view of this situation, the more
critical task at hand is completing our proposed recapitalization,
which is necessary to assure the future of our company and
products like Option.  As we have been able to successfully
collaborate with the company's most significant and senior
creditors, as well as other partners, in recent months to adjust
to Angiotech's current financial realities, we are prepared to
work similarly with Rex Medical to complete a plan for our
respective futures that makes sense for all parties."

                          About Angiotech

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) --
http://www.angiotech.com/-- is a global specialty pharmaceutical
and medical device company.  Angiotech discovers, develops and
markets innovative treatment solutions for diseases or
complications associated with medical device implants, surgical
interventions and acute injury.

The Company's balance sheet at Sept. 30, 2010, showed $
326.80 million in total assets, $60.30 million in total
liabilities, and a stockholder's deficit of $622.16 million.

In early December 2010, Angiotech said it has reached an agreement
with the holders of 76% of its 7.75% Senior Subordinated Notes to
extend certain deadlines outlined in their Recapitalization
Support Agreement dated October 29, 2010.  Seventy-three percent
of the holders of the Subordinated Notes executed the Initial
Support Agreement and presently, 85% of the holders of the
Subordinated Notes have consented to the Initial Support
Agreement. On November 29, 2010, Angiotech and the Trustee, at the
direction of a majority of the holders of its Subordinated Notes,
extended the grace period applicable to interest payments due on
the Subordinated Notes before an event of default occurs, with
such grace period applicable to the $9.7 million semi-annual
interest payment that was due on the Subordinated Notes on October
1, 2010 extended until December 30, 2010.

In November 2010, Moody's Investors Service downgraded the
probability of default rating of Angiotech to Ca/LD from Ca and
affirmed the Corporate Family Rating at Ca.  The company's other
existing debt ratings were affirmed.  The outlook is developing.

The assignment of the Ca/LD is the conclusion of the 30-day grace
period in which the company missed the original interest payment
of $9.7 million on its 7.75%, $250 million senior subordinated
notes due Oct. 1, 2010.  Moody's treats the failure to meet the
original contractual terms as a limited default.


APPLEJACK ART: Reaches Settlement with Pela Concept & Wild Apple
----------------------------------------------------------------
A judge has approved Applejack Art Partners' request that it be
allowed to settle a case pending in Bennington Superior Court
Civil Division in order to not disrupt its bankruptcy filing,
according to reporting by Keith Whitcomb, Jr., at The Bennington
Banner, in Vermont.

Applejack is involved with litigation in Bennington civil court
with Pela Concept Inc., and Wild Apple Graphics.  The Company said
it reached an agreement with Pela to license "derivative" images
to other manufactures based on the work of Pela artists.  Pela
would retain the copyright of the originals, but would share
copyright with Applejack on the derivatives.

The Bennington banner recounts that Pela sued Applejack when it
fell behind on royalty payments, prior to the bankruptcy filing,
but Applejack counter-sued when it learned that Pela duplicated
the derivative images and licensed them through Wild Apple
Graphics.

According to the report, under the settlement, Pela would forgive
about $198,000 in royalties owed, while the licenses of some
images would be terminated.  Pela would also collect the royalties
and send Applejack its share, rather than the other way around.
Applejack would also honor a claim of $60,000 to Pela.

                    About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.  Applejack
is represented by the Bethel law firm of Obuchowski and Emens-
Butler.

Applejack Art Partners sought Chapter 11 protection on July 6
(Bankr. D. Vermont Case No. 10-10911)

The petition said that assets are $1,000,000 to $10,000,000 while
debts are $10,000,000 to $50,000,000.  Berkshire Bank holds a
secured note dated March 2007, totaling about $628,124, and a
second secured loan at $102,521.


ARVINMERITOR INC: Amends Citicorp Deal for $30-Mil. of L/Cs
-----------------------------------------------------------
On December 2, 2010, ArvinMeritor Inc. entered into a second
amendment to its five-year Credit Agreement dated as of
November 18, 2010, with Citicorp USA, Inc., as administrative
agent and issuing bank, the other lenders party thereto and the
Bank of New York Mellon, as paying agent.

Under the terms of the second amendment, ArvinMeritor has the
right to obtain the issuance, renewal, extension and increase of
letters of credit up to an aggregate availability of $30 million.

The Credit Facility contains covenants and events of default
generally similar to those existing in ArvinMeritor's public debt
indentures.

                        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.

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.


AVENTINE RENEWABLE: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Aventine Renewable Energy Holdings Inc.  The
outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue rating and
a preliminary '2' recovery rating to the $200 million in senior
secured notes.  The '2' recovery rating indicates S&P's
expectation of substantial (70%-90%) recovery in the event of a
default.  Assignment of a final issue rating is conditional on
Standard & Poor's receipt and review of executed documentation and
legal opinions.  The final rating could differ if any terms change
materially.

"The stable outlook reflects S&P's expectation that crush spreads
are likely to remain sufficient to support Aventine's fixed costs,
including debt service obligations," said Standard & Poor's credit
analyst Mark Habib.  The slower rate of capacity expansion in the
ethanol sector, the rising RFS schedule, and the recently relaxed
blending limit partly mitigate the risk of ethanol oversupply.  At
the same time, commodity prices have been, and will likely remain,
volatile over the long term, making Aventine's profitability
difficult to predict.  A reduction or removal of government
subsidies, including the volumetric ethanol excise tax credit,
could further complicate the predictability of ethanol pricing and
margins.


AWAL BANK: HSBC Bank Challenges Chapter 11 Bid
----------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that HSBC Bank USA, a unit of HSBC Holdings PLC, has
opposed Awal Bank BSC's Chapter 11 protection bid, saying Awal is
seeking to cherry-pick the portions of the Bankruptcy Code it
would like to use while ignoring other aspects of the law.  HSBC
Bank said the Bahrain bank is trying to take advantage of U.S.
laws in an attempt to claw back an errant $13 million wire
transfer but is not willing to comply with disclosure requirements
mandated under Chapter 11.

According to DBR, HSBC argued that Awal is seeking to institute a
"protocol that would allow it to invent a hybrid of Chapters 11
and 15 of the Bankruptcy Code that does not exist."

DBR, citing court papers, relates HSBC Bank lent Awal $75 million
under a short-term credit agreement May 2008.  Awal defaulted on
that loan a month later.  Then, after not seeing any payments for
more than a year, HSBC received a nearly $13 million wire transfer
from Awal in July 2009.  HSBC applied that payment to Awal's debt,
but was later told that the transfer "was made in error."  Awal
demanded the payment be returned but HSBC has so far refused.

In November 2010, HSBC received a letter from Awal's administrator
saying the payment should be returned, citing the Bahrain bank's
rights under U.S. bankruptcy law.

DBR relates David Molton, Esq., a partner at Brown Rudnick LLP,
which represents Awal in the U.S., refuted HSBC's claims and said
the bank "will comply with all obligations" of its bankruptcy
filing.  Mr. Molton said Friday that the bank filed for Chapter 11
"in accordance to specific provisions of Chapter 15," which
restricts the effect of the Chapter 11 to Awal's U.S. assets.

DBR also notes Awal's U.K.-based administrator has said that it
doesn't intend to file a plan of reorganization for the bank in
the U.S., as is typical in Chapter 11 cases.  Rather, any payments
would be made to creditors through an insolvency case in Bahrain.

Following the protocol of reorganizations in Bahrain, according to
DBR, the administrator has asked the U.S. court to allow Awal to
withhold details of its creditors' claims.  That runs counter to
U.S. laws requiring a company in Chapter 11 to name its largest
creditors and the amounts they are owed.

DBR notes Judge Allan L. Gropper has yet to approve Awal's
proposed procedures for its Chapter 11 case, saying he wanted to
give creditors more time to speak up.  HSBC is the first to
protest in the Manhattan court.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

Earlier this year, the bank began experiencing a liquidity
squeeze, brought on in part, by the global economic crisis.  The
bank has ceased to operate as a going concern since it was place
into administration.  In the Chapter 15 petition, the bank
estimated both assets and debts at more than $1 billion.

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) on October 21, 2010.  The Debtor estimated
$50 million to $100 million and debts in excess of $1 billion as
of the petition date.  According to Dow Jones' Daily Bankruptcy
Review, the bank claimed assets of $5.5 billion and debts of $2.75
billion when it was placed into administration in its home
country.

Awal filed the Chapter 11 petition because the ability to bring
lawsuits is limited in Chapter 15.  Awal needs Chapter 11 powers
so that its administrator can sue in the U.S. to recover
preferences and fraudulent transfers.


BALTIMORE AND CHARLES: Bldg. Owner to Sell Hotel Space to Kimpton
-----------------------------------------------------------------
The owner of the historic Baltimore building that houses a Hotel
Monaco is seeking bankruptcy-court approval to sell the hotel
portion of the mixed-use building to the boutique hotel's owner,
Kimpton Hotel & Restaurant Group LLC, Dow Jones' Small Cap
reports.

                    About Baltimore and Charles

Baltimore and Charles Associates LLC is the owner and developer of
B&O building in Baltimore.  The building was the former
headquarters of the Baltimore and Ohio Railroad but was later
renovated to a hotel, the boutique Hotel Monaco.  Baltimore and
Charles only owns the building and does not own or operate the
hotel.

Baltimore and Charles Associates filed for Chapter 11 protection
in the U.S. Bankruptcy Court in Baltimore on July 12, 2010.
Attorneys at Logan, Yumkas, Vidmar & Sweeney LLC of Annapolis
represent the Company in the Chapter 11 case.  The Debtor
disclosed more than $62 million in debts in its Chapter 11
petition.

The filing came a day before the Company was due in court to
defend itself from several contractors seeking $630,000 in unpaid
wages on the hotel project.


BANNING LEWIS: Fights to Keep Chapter 11 Case in Delaware
---------------------------------------------------------
Banning Lewis Ranch Co is fighting efforts to move its Chapter 11
case to Colorado from Delaware, Dow Jones' Small Cap reports.

As reported in the TCR on November 25, 2010, the city of Colorado
Springs is asking the bankruptcy court in Delaware to order the
transfer of the Chapter 11 case of Banning Lewis to Colorado,
where the Debtor's master-planned community is located.  The city
contends that the case doesn't belong in Delaware because the
21,000-acre project is in Colorado, the business is managed in
Colorado, and most of the creditors in number are in Colorado.

According to Dow Jones, Banning Lewis, in opposing the transfer,
noted that while the real-estate assets are in Colorado, the
Company's members -- which together with a group of lenders led by
KeyBank claim to be owed $257 million -- are Delaware entities.

The Company added that members and the agent for the lenders are
looking to retain a New York-based real estate investment banking
firm to market and auction the Company's assets.

"The city has failed to meet its heavy burden" that moving Banning
Lewis Ranch's bankruptcy case to Colorado Springs "is in the
interest of justice or the convenience to the parties," Dow Jones'
quoted Banning Lewis Ranch as saying.

According to Bloomberg News, Banning Lewis also asserts that there
will be no development during the Chapter 11 case, thus minimizing
the impact on Colorado Springs.  The Company points out that only
one creditor supported Colorado Springs' idea about moving the
case to Colorado.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that the December 8 hearing will determine whether
bankruptcy judges in Delaware remain willing to entertain cases
where the principal assets are located far away.

                      About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion
of a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs,
Colorado.  The first section built, the 350-acre Northtree
Village, opened in September 2007 and will have 1,000 homes
priced from the high $100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2019 (Bankr. D. Del. Case No.
10-13445).  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BARBER GLASS: Receiver Submits List of Creditors
------------------------------------------------
Barber Glass Industries was placed into receivership earlier this
month and the receiver, Grant Thornton Limited, has released the
list of unsecured creditors, including the largest, PPG Canada, to
whom the company owes almost $1.5 million, The USGlass News
Network reports.

According to USGlass, the list of creditors names 309 companies,
many of which are industry-related suppliers, including:

    Company                          Claim Amount
    -------                          ------------
    3M Canada                         $16,991.52
    Albat and Wirsam                  $199,353.44
    BIESSE Canada                     $119,164.00
    Garibaldi Glass Industries        $40,827.32
    Helima Hevetion International     $10,911.69
    Intermac                          $7,668.16
    Lisec America                     $7,637.82
    Momentive Performance Materials   $11,968.96
    PPG Canada                        $1,490,979.86
    Viracon                           $87,140.50

The grand total owed to all unsecured creditors is $4,324,149.

These amounts are based on Barber's unaudited financial statements
dated October 31.

"Realizations from the above noted assets are likely to vary
materially from their book values," writes Grant Thornton, the
report relates.

Grant Thornton has identified the assets of the Company,
including:

      Asset                          Book Value
      -----                          ----------
    Accounts Receivable             C$4,252,366
    Inventory                       C$2,533,665
    Prepaid Expenses                  C$310,986
    Machinery and Equipment (net)  C$25,861,590
    Income Taxes Recoverable        C$1,728,544
    Other Assets                    C$1,072,031

Grant Thornton has not taken possession of the company's facility
at 167 Suffolk Street West in Guelph, Ontario, according to the
documents, the report says.

However, the report adds, the receiver "monitors the Suffolk
Street operations on a daily basis and continues to take
possession of that location's cash receipts on a daily basis."

                        About Barber Glass

Barber Glass operates a plant on Mountain Road, in Collingwood,
Ontario, Canada.  The Company launched a $24 million expansion of
the former Alcoa Wheel Plant and was one of only two companies in
North America capable of manufacturing oversized, insulated glass
for the architectural market.  The Company employed 45 people.


BENTLEY SYSTEMS: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' corporate credit rating to Exton, Pa.-based
infrastructure software provider Bentley Systems Inc.

Additionally, S&P assigned a preliminary 'BB+' issue-level rating
and a preliminary '1' recovery rating to the company's proposed
$310 million first-lien facility.  The '1' recovery rating
indicates expectations for very high (90%-100%) recovery in the
event of payment default.  The proceeds will be used to purchase a
29% minority interest in the company, refinance existing
indebtedness, and pay expenses.

"The ratings on Bentley reflect the company's strong position
within the market for architectural, engineering and construction
(ABC) software solutions and a highly recurring base of revenues
and stable cash flows," said Standard & Poor's credit analyst
Jennifer Pepper.  Further, S&P does not expect that the company's
resulting levered capital structure after the transaction will be
significantly detrimental to solid free cash flows, a key support
to the rating.


BERNARD L MADOFF: Enters $500MM Recovery Deal With Swiss Bank
-------------------------------------------------------------
Irving H. Picard, a partner with Baker & Hostetler LLP and the
SIPA Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC has entered into a settlement agreement with Union
Bancaire Privee, UBP S.A., a Swiss private bank, and a related
entity, M-Invest Limited, a Cayman Islands corporation.  The
Trustee's settlement with UBP and M-Invest is for no less than
$470 million in cash and could reach $500 million depending on the
outcome of other related actions.

A motion for approval of the settlement was filed today with the
United States Bankruptcy Court for the Southern District of New
York.  A copy of the settlement motion is available on the
Trustee's website at http://www.madofftrustee.com/or on the
Bankruptcy Court's website at http://www.nysb.uscourts.gov/;
docket number Bankr. S.D.N.Y., No. 08-01789 (BRL).  The Bankruptcy
Court will hold a hearing for approval of the settlement motion on
Thursday, January 6, 2010.

"The UBP settlement agreement is the largest feeder fund bank cash
settlement to date and the first major international bank
settlement, two important milestones for the overall recovery
initiative," said Mr. Picard.  "All of the funds recovered through
the UBP settlement will go into the Customer Fund for distribution
to BLMIS customers with valid claims."

"We believe the agreement and the settlement payment represents a
good faith, reasonable compromise among the parties involved and,
importantly, adds a guaranteed half-billion dollars to the BLMIS
Customer Fund sooner rather than later, without the need for
protracted litigation," said David J. Sheehan, counsel to the
Trustee and a partner at Baker & Hostetler LLP, the court-
appointed counsel for Mr. Picard.

UBP is a private bank organized under Swiss law and based in
Geneva, Switzerland. M-Invest is a Cayman Islands corporation,
created by UBP for the sole purpose of investing assets into
BLMIS. M-Invest's directors held management level positions at
UBP.

Upon approval of the settlement agreement and receipt by the
Trustee of the settlement payment, all claims by the Trustee
against UBP and M-Invest in connection with BLMIS will be
resolved.

"This agreement is an exceptional result for BLMIS customers,"
said Mark Kornfeld, a partner at Baker & Hostetler LLP.  "The
Trustee believes this settlement sends a very strong and clear
signal that the Trustee is committed to aggressively seeking and
negotiating recoveries for the BLMIS Customer Fund with financial
institutions all over the globe."

In addition to Mr. Sheehan and Mr. Kornfeld, the Trustee
acknowledges the contributions of the Baker & Hostetler attorneys
who worked on these matters: Mark Cymrot, Elizabeth Smith,
Jonathan New, Adam Oppenheim , Keith Murphy, Scott Weiser, Melissa
Kosack and Anthony Stark.

                    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.


BLOCKBUSTER INC: Moves Plan Filing Deadline to December 15
----------------------------------------------------------
Blockbuster Inc., its "subsidiary guarantors", the lenders of its
Senior Secured, Super-Priority Debtor-in-Possession Revolving
Credit Agreement and Wilmington Trust FSB, as agent, agreed to
amend the parties' DIP Credit Agreement, effective as of November
23, 2010, to extend the date prior to which Blockbuster will have
filed a Conforming Plan of Reorganization from November 30, 2010,
to December 15, 2010, according to a Form 8-K filing with the U.S.
Securities and Exchange Commission dated November 30, 2010.

"Subsidiary Guarantors" refer to each of Blockbusters' U.S.-based
subsidiary other than Blockbuster 2009 Trust.

As previously reported, under the DIP Credit Agreement, the
Debtors are required to file a Conforming Plan by November 30, and
have that plan confirmed by March 15, 2011.

In connection with the Debtors' bankruptcy filing, Blockbuster
also entered into a Plan Support Agreement with certain
subsidiaries and beneficial owners or advisors, nominees or
investment managers for the beneficial owners of those 11.75%
Senior Secured Notes due 2014 issued by Blockbuster.

According to the regulatory filing, effective as of November 23,
2010, Blockbuster, the PSA Subsidiaries, and certain Consenting
Noteholders agreed to amend the Plan Support Agreement to extend
the date prior to which:

   (i) Blockbuster will have filed a Plan and Disclosure
       Statement from 60 days following the Petition Date to
       December 15, 2010; and

  (ii) a Supermajority of Consenting Noteholders will have
       approved a Business Plan from November 30, 2010, to
       December 10, 2010.

As reported in the Troubled Company Reporter on November 3, 2010,
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York granted, on a final basis, the
Debtors' request to obtain a $125,000,000 loan pursuant to the
terms and conditions of a Senior Secured, Super-Priority Debtor-
in-Possession Revolving Credit Agreement with Wilmington Trust
FSB.

A full-text copy of the Final DIP Order is available for free at:

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

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Panel Wants Challenge Period Extended to Feb. 9
----------------------------------------------------------------
The final order allowing Blockbuster Inc. to obtain $125 million
in debtor-in-possession financing provides the Official Committee
of Unsecured Creditors with 60 days following entry of the Final
Order to commence "an adversary proceeding challenging the amount,
validity, or enforceability of the Senior Secured Obligations, or
the perfection or priority of the Prepetition Security Interests
in the Prepetition Collateral in respect thereof, or otherwise
asserting any claims or causes of action on behalf of the Debtors'
estates against the Senior Indenture Trustee or the Senior Secured
Noteholders relating to the Senior Secured Obligations."

The Challenge Period is set to expire on December 27, 2010.

Against this backdrop, the Creditors Committee asks the Court for
a 45-day extension of the Challenge Period through and including
February 9, 2011.

More than half of the prescribed Challenge Period has passed and
the Creditors Committee has yet to receive any responsive
documents from "investigation parties" composed of the Debtors,
the DIP Agent, the Senior Indenture Trustee, the Backstop Lenders,
and Carl Icahn, Richard S. Kanowitz, Esq., at Cooley LLP, in New
York, tells the Court.  To date, he says, the Creditors
Committee's review has been limited to documents previously
provided by the Debtors in their virtual data room, which are not
specifically tailored to the Creditors Committee's investigative
efforts, and those documents available in the public domain.

While counsel to each of the Investigation Parties have pledged to
work cooperatively with the Creditors Committee to provide prompt
access to the documents and information needed to perform a
complete investigation of the Senior Secured Noteholders relating
to the Senor Secured Obligations, it has become abundantly clear
that the Creditors Committee and Investigation Parties maintain
different views on (i) what constitutes prompt cooperation, and
(ii) which claims and causes of action would be foreclosed from
further review upon expiration of the Challenge Period, Mr.
Kanowitz argues.

With 25 days left until expiration of the Challenge Period, the
Creditors Committee has yet to receive any documents or
information, yet to be in a position to schedule any depositions
and yet to be provided with any time to review and consider
adduced information in order to decide whether filing an
appropriate motion for standing to pursue a challenge is an
intelligent use of the estates' resources, Mr. Kanowitz contends.
He adds that the Debtors have yet to file their plan of
reorganization and disclosure statement, or provide the Creditors
Committee with the corresponding business plan for its analysis.

The delayed filing of the Plan, Disclosure Statement and Business
Plan serve as further support for the requested extension, as the
brevity of the Challenge Period was initially tied to the
expedited filing requirements of the Plan milestones in the DIP
Credit Agreement, Mr. Kanowitz asserts.

The Creditors Committee also asks the Court to confirm that the
sought extension does not constitute a "Roll-Up Event" under the
Final DIP Order, which would result in a $125 million windfall to
the DIP Lenders, to ensure that the extension does not prejudice
the estates by unintentionally triggering a substantial rollup of
the DIP Lenders' prepetition indebtedness.

A Roll-Up Event occurs upon, inter alia, the date a Carve-Out
Trigger Notice is delivered, which notice may be delivered upon
the occurrence of a Termination Event.  A Termination Event may
occur upon, inter alia, (i) the date upon which any provision of
the Final DIP Order will cease to be valid and binding, or (ii)
the date of any occurrence of an Event of Default under the DIP
Loan Documents.  One of the Events of Default is the entry of an
order amending, supplementing, staying, vacating, rescinding or
otherwise modifying the Final DIP Order without the written
consent of the DIP Lenders.

The Creditors Committee submits that entry of an order (i)
providing a 45-day extension of the Challenge Period, and (ii)
confirming that the extension does not constitute a Roll-Up Event
under the DIP Credit Agreement and Final DIP Order, is reasonable
and justified at this time.

A hearing will be held on December 16, 2010, to consider the
request.  Objections are due on December 9.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Lyme Regis Wants to Pursue Estate's Claims
-----------------------------------------------------------
Lyme Regis Partners LLC seeks the Bankruptcy Court's authority to
abandon certain causes of action that are of inconsequential value
and benefit to Blockbuster Inc.'s bankruptcy estate, or in the
alternative, to grant it standing to pursue claims on the estate's
behalf.

Lyme Regis is a holder of senior subordinated notes issued by the
Debtors.

Lyme Regis says it hopes to prevent the elimination of potentially
valuable claims to the Estate that (i) the Debtors will not
prosecute, and (ii) by virtue of the postpetition DIP financing
order, the Official Committee of Unsecured Creditors is unable to
prosecute.

Scott A. McMillan, Esq., in La Mesa, California, explains that
Lyme Regis brings the request to abandon certain causes of action
presently held by the Debtors, including:

  (a) all rights to assert or prosecute any action for the
      establishment or avoidance of potential preferences,
      fraudulent conveyances, other lien avoidance power claims
      or any other claims, counterclaims or causes of action,
      objections, contests or defenses against the DIP Agent,
      any DIP Lender, any Roll-Up Noteholder, the Senior
      Indenture Trustee or any Senior Secured Noteholder or
      their agents, affiliates, representatives, professionals,
      attorneys or advisors, or any insider; and

  (b) all rights to assert claims for breach of fiduciary duty
      and for aiding and abetting the breach of fiduciary
      duties, as those may exist against the Debtors' present
      and former board of directors, officers, or their agents,
      affiliates, representatives, professionals, attorneys or
      advisors, or any insider.

Lyme Regis asks that the Court either deem abandoned the
derivative creditor claims for breach of fiduciary duty, for
fraudulent transfer, or grant standing to Lyme Regis to pursue
claims, Mr. McMillan says.  He asserts that Lyme Regis makes the
request as a precaution to ensure that certain of the claims
against third parties, particularly the DIP Lenders and their
affiliates, are not barred, including the claims otherwise barred
by the Final DIP Order.

The Final DIP Order requires an adversary proceeding inconsistent
with the release provision of the DIP Documents be brought within
60 days of entry of that order.  The filing deadline for the
requisite adversary complaints is December 27, 2010.

At this time, the Creditors Committee has not moved for standing
to bring a complaint on behalf of the unsecured creditor body, Mr.
McMillan contends.  He informs Judge Lifland that Lyme Regis has
begun an investigation of claims that the estate holds against
third parties and other claims, which would otherwise be released
pursuant to the Final DIP Order.

As a result of the investigation, Lyme Regis has identified
potential claims that exist against Debtors' directors and
officers, including former director and current/former insider
Carl Icahn, and other persons, Mr. McMillan asserts.  He says that
Lyme Regis' representative participated in the Debtors' meeting of
creditors and has submitted written questions, which have yet to
be responded to.  Lyme Regis has also submitted an application for
leave to conduct an examination of third parties under Rule 2004
of the Federal Rules of Bankruptcy Procedure, which will be heard
on December 16, 2010.

At present, the investigation is incomplete as Lyme Regis has not
had access to the information that the Debtors hold, and has not
been allowed to this point to inquire to Mr. Icahn and his
affiliates directly, Mr. McMillan avers.  He points out that the
Creditors Committee is impaired in its ability to represent Lyme
Regis' and other unsecured creditors' interests in that it lacks
financing to pursue claims according to the Final DIP Order, which
limits the use of cash collateral to matters other than
prosecuting the claims in this request.

Mr. McMillan argues that the Debtors are similarly impaired to
represent the interests of the unsecured creditors, in that
management of the Debtors are beholden to the DIP Lenders, and
hobbled by the same limitation of the use of the Cash Collateral.
He adds that the Debtors' selected lawyers represent three of the
five DIP lenders, and all of the prepetition secured Movie
Studios.  Thus, the interests of those persons in control of the
Debtors are in conflict with recovering any transfers from the
beneficiaries of prepetition transfers, he continues.

The Court will convene a hearing on December 16, 2010, to consider
the request.  Objections are due on December 8.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Committee Gets OK for Cooley as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Blockbuster
Inc.'s bankruptcy cases won approval from the U.S. Bankruptcy
Court to retain Cooley LLP as its counsel, nunc pro tunc to
October 1, 2010, pursuant to Section 1103 of the Bankruptcy Code,
Rule 2014 of the Federal Rules of Bankruptcy Procedure and Rule
2014-1 of the Local Rules of Bankruptcy Procedure for the Southern
District of New York.

Creditor Lyme Regis Partners, LLC, withdrew its objection to
Cooley LLP's appointment as counsel for the Creditors Committee.

As counsel, Cooley has agreed to, among other things:

  (a) attend the meetings of the Creditors Committee;

  (b) review financial information furnished by the Debtors to
      the Creditors Committee;

  (c) negotiate the budget and the use of cash collateral and
      DIP financing;

  (d) review and investigate the liens of purported secured
      parties;

  (e) confer with the Debtors' management and counsel;

  (f) coordinate efforts to sell or reorganize assets of the
      Debtors in a manner that maximizes the value for unsecured
      creditors;

  (g) review the Debtors' schedules, statements of affairs and
      business plan; and

  (h) advise the Creditors Committee as to the ramifications
      regarding all of the Debtors' activities and motions
      before the Court.

Cooley will be paid based on its standard hourly rates, and will
be reimbursed for its necessary expenses.  Cooley's current hourly
rates are:

    Attorney                Position            Rate
    --------                --------            ----
    Jay R. Indyke           Partner             $810
    Richard S. Kanowitz     Partner             $730
    Cathy R. Hershcopf      Partner             $730
    Jeffrey L. Cohen        Partner             $595
    Nicholas Smithberg      Special Counsel     $600
    Seth Van Aalten         Associate           $565
    Lesley A. Kroupa        Associate           $450

Cathy R. Hershcopf, Esq., a member of Cooley, assures the Court
that her firm does not have an interest adverse to the Debtors'
estates and is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1103(b) of the Bankruptcy Code.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BUFFETS OF BENSALEM: NJ Court Rejects Assumption of Pact Request
----------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey:

   (i) denied a motion to compel trustee to assume a postpetition
       contract filed by H.A. Steen Industries Inc.; and

  (ii) granted a motion to expunge the claim of H.A. Steen filed
       by Donald F. Conway as Chapter 11 trustee of Buffets of
       Bensalem, LLC.

The Debtor contracted to lease an outdoor advertisement at 1465
Street Road, Bensalem, PA, from H.A. Steen for a six-month term,
beginning August 13, 2009 for $2,615 a month.  The Debtor operated
a Golden Corral restaurant on the Property pursuant to a franchise
agreement with Golden Corral Franchising Systems, Inc.

The Debtor was the owner of the Property at the time the contract
was executed, and its representative, the Chapter 11 Trustee, did
not authorize the contract.

On December 31, 2009, once the Chapter 11 Trustee learned that the
Debtor purportedly entered into the contract with H.A. Steen, he
informed H.A. Steen that the contract was not authorized, that
outdoor advertising was not in the ordinary course of business of
the Debtor and, thus the contract was void ab initio, Judge Kaplan
said.  The Chapter 11 Trustee also informed H.A. Steen that the
Debtor's estate would not be making payments pursuant to the
contract, Judge Kaplan noted.  Nonetheless, H.A. Steen filed a
proof of claim on February 19, 2010 for services performed.

Accordingly, whether the Chapter 11 Trustee is required to honor
the Debtor's postpetition contract hinges on whether H.A. Steen
has proved that the services it provided benefitted the estate and
its creditors, Judge Walsh stated.  The Court found that H.A.
Steen has not met this burden and grants the Trustee's cross-
motion to expunge the claim.

The Chapter 11 Trustee was already in negotiations to sell the
property when the contract was executed, Judge Walsh pointed out.
Arguably, any benefit would have been conferred upon the new
Buyer, not the Debtor, Judge Walsh concluded.

A copy of the Bankruptcy Court's Opinion and Order, dated
November 23, 2010, is available at http://is.gd/i52G6from
Leagle.com.

Buffets of Bensalem, LLC, d/b/a Golden Corral Restaurant filed a
voluntary Chapter 11 petition on December 10, 2008 (Bankr. D. N.J.
Case No. 08-34568).  Donald F. Conway was appointed as Trustee on
December 23, 2008.  The Debtor's bankruptcy case was jointly
administered with Buffets of Autobaum, Inc.'s Chapter 11
proceeding.


C&D TECHNOLOGIES: 95.56% of Sr. Notes Tendered for Exchange
-----------------------------------------------------------
C&D Technologies, Inc.'s approximately 95.56% of the outstanding
principal of its outstanding 5.25% Convertible Senior Notes due
2025 and 5.50% Convertible Senior Notes due 2026 have been validly
tendered and not validly withdrawn as of 5:00 PM Eastern Standard
Time on December 2, 2010, in its outstanding exchange offers.

Assuming that none of the Notes which have been validly tendered
as of 5:00 PM Eastern Standard Time on December 2, 2010 are
validly withdrawn, the minimum tender condition of the exchange
offers will be satisfied.

As previously reported, the Company is seeking to exchange the
Notes for up to 95% of the outstanding shares of the Company's
common stock in the aggregate following consummation of the
exchange offers.  Following the consummation of the exchange
offers, the existing stockholders of the Company would hold at
least 5% of the outstanding shares of the Common Stock, up to a
maximum of 9.75% of the outstanding shares of the Common Stock.

The consummation of the exchange offers is conditioned upon, among
other things, at least 95% of the aggregate principal amount of
the Notes being validly tendered and not validly withdrawn and the
holders of Common Stock approving the exchange offers and an
amendment to the Company's certificate of incorporation
authorizing an increase in the number of shares of Common Stock
authorized for issuance and a forward stock split in ratios
between 1:1 and 1.95:1, to be determined by the Board of Directors
of the Company (together, the "Shareholder Exchange Consent").

                    The Stockholder Meeting

The Company will hold a special meeting of its stockholders at
9:00 AM Eastern Standard Time on Monday, December 13, 2010 at the
corporate offices of C&D located at 1400 Union Meeting Road, Blue
Bell, Pennsylvania.  At the special meeting, stockholders of the
Company will be asked to consider and vote upon the proposals
included in the Shareholder Exchange Consent, as more fully
described in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on November 30, 2010.

Stockholders of record at the close of business on October 18,
2010 will be entitled to notice of and to vote at the meeting.

Instructions for how to vote by proxy at the meeting, even if a
stockholder is unable to attend the meeting, are included in the
definitive proxy statement.  The company's board of directors
recommends a vote in favor of each proposal included in the
shareholder exchange consent.

On December 2, 2010, the Company retained MacKenzie Partners, Inc.
to act as proxy solicitor in connection with the special meeting
of stockholders on December 13, 2010.  Under the terms of the
engagement letter between the Company and MacKenzie, MacKenzie
will be entitled to a fee of up to $70,000 in connection with
acting as proxy solicitor and reimbursement of out of pocket
expenses incurred by MacKenzie.

                       The Restructuring

The exchange offers provide an out-of-court method of
restructuring the Company's indebtedness to address imminent debt
repayment obligations and liquidity issues.  If the exchange
offers are not consummated, as a result of any of the conditions
thereto not being satisfied, the Company will be unable to repay
its current indebtedness from cash on hand or other assets.
Therefore, the Company is simultaneously soliciting holders of the
Notes and the existing holders of Common Stock to approve a
prepackaged plan of reorganization as an alternative to the
exchange offer.  As noted above, if the restructuring is
accomplished through the exchange offers, the holders of Notes
will receive their pro rata share of up to 95% of the outstanding
shares of Common Stock following the consummation of the exchange
offers and the existing stockholders of the Company will hold at
least 5%, and up to 9.75% of the outstanding shares of Common
Stock following the consummation of the exchange offers.

If the restructuring is accomplished through the prepackaged plan
of reorganization, 100% of the Notes, plus all accrued and unpaid
interest, will be cancelled, and holders of Notes will receive
their pro rata share of either (i) 95% of the common stock of the
Company issued under the prepackaged plan (the "New Common
Stock"), if the Shareholder Exchange Consent is obtained or (ii)
97.5% of the New Common Stock, subject to dilution by any issuance
made pursuant to certain shareholder warrants to purchase 5.0% of
the Common Stock, if the Shareholder Exchange Consent is not
obtained.

If the restructuring is accomplished through the prepackaged plan
of reorganization, 100% of the Common Stock will be cancelled, and
holders of Common Stock will receive their pro rata share of
either (i) 5% of the New Common Stock, if the Company's
stockholders approve the Shareholder Exchange Consent or (ii) (x)
2.5% of the New Common Stock and (y) Shareholder Warrants, if the
Company's stockholders do not approve the Shareholder Exchange
Consent.

The exchange offers are scheduled to expire at 11:59 PM, Eastern
Standard Time, on the December 13, 2010, and validly tendered
Notes may be validly withdrawn at any time prior to the expiration
time.

The exchange offers are subject to and described more fully in the
Company's effective Registration Statement on Form S-4 filed with
the SEC on November 30, 2010.

              The Prepackaged Plan of Reorganization

If the conditions to the exchange offers are not satisfied or if
the Shareholder Exchange Consent is not obtained, but a sufficient
number of holders and Notes and holders of a requisite principal
amount of Notes vote to accept the prepackaged plan of
reorganization, then the Company will pursue an in-court
restructuring.  If confirmed, the prepackaged plan of
reorganization would have principally the same effect as if 100%
of the holders of Notes had tendered their notes in the exchange
offer.  To confirm the prepackaged plan of reorganization without
invoking the "cram-down" provisions of the Bankruptcy Code,
holders of Notes representing at least two-thirds in amount and
more than one-half in number of those who vote and holders of at
least two-thirds in number of outstanding common Stock must vote
to accept the plan.  As of 5:00 PM Eastern Standard Time on
December 2, 2010, holders of Notes representing at least 69.87% in
amount of outstanding principal have voted to accept the plan.

                 Solicitation Participants

C&D Technologies and its directors, executive officers and certain
other members of management and employees may be soliciting
proxies from its stockholders in favor of the Stockholder Exchange
Consent.  Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation
of the C&D stockholders in connection with the exchange offer are
set forth in the definitive proxy statement filed with the SEC on
November 30, 2010.  You can find information about C&D's executive
officers and directors in its definitive proxy statement filed
with the SEC on May 7, 2010.


                    About C&D Technologies

Based in Blue Bell, Pennsylvania, C&D Technologies, Inc. (NYSE:
CHP) -- http://www.cdtechno.com/-- engineers, manufactures, sells
and services fully integrated reserve power systems for regulating
and monitoring power flow and providing backup power in the event
of primary power loss until the primary source can be restored.

The Company's balance sheet at July 31, 2010, showed
$239.4 million in assets, $251.1 million in total liabilities, and
a stockholders' deficit of $11.7 million.

                          *     *     *

In its Form 10-Q for the quarter ended July 31, 2010, the Company
said its cumulative losses, substantial indebtedness and likely
future inability to comply with certain covenants in the
agreements governing its indebtedness, including among others,
covenants related to continued listing on a national automated
stock exchange and future EBITDA requirements, and in addition,
its current liquidity situation, raise substantial doubt as to its
ability to continue as a going concern for a period longer than 12
months from July 31, 2010.

On September 14, 2010, the Company entered into a restructuring
support agreement with two convertible noteholders who together
hold approximately 56% of the aggregate principal amount of the
2005 Notes and the 2006 Notes.  The supporting noteholders have
agreed to a proposed restructuring of the 2005 Notes and the 2006
Notes which will be effected through (i) an offer to exchange the
outstanding 2005 Notes and 2006 Notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The
Company has agreed to solicit votes from the Company's
stockholders and the holders of the Notes to accept the
prepackaged plan concurrently with the exchange offer.

The Company continues to be engaged in active discussions with
lenders under its Credit Facility regarding a restructuring of its
capital structure.

C&D Technologies has elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
November 1, 2010.  The decision was made in light of the Company's
October 21, 2010 announcement of its plan to implement a
restructuring of its indebtedness pursuant to an offer to exchange
all of its outstanding 5.25% Notes and 5.50% Convertible Notes due
2026 for up to 95% of the shares of the Company's common stock,
which provides that if the Exchange Offer is consummated, all
outstanding principal of, plus accrued unpaid interest on,
properly tendered Notes will be included in the calculation of
each holder's pro rata share of the Company's common stock to be
issued to holders of Notes.

A semi-annual interest payment on the Company's 5.50% Senior Notes
due 2026 became due November 15, 2010.  The Company has earlier
said it would also elect not to pay interest due on the 5.50%
Notes.


CAPITOL BANCORP: To Cure NYSE Listing Deficiency
------------------------------------------------
Capitol Bancorp Limited disclosed that the New York Stock Exchange
has notified the corporation that it has fallen below the NYSE's
continued listing standard relating to the price of its common
stock.  The NYSE requires that the average closing price of a
listed company's common stock be at least $1.00 per share over a
consecutive 30 trading-day period.

Under the NYSE's rules, Capitol has six months from the date of
the NYSE notice to have a closing share price and 30 trading-day
average share price of at least $1.00 in order to avoid the
delisting of its shares.  During this period, Capitol's common
stock will continue to be traded on the NYSE, subject to Capitol's
compliance with other NYSE continued listing requirements.  As
required by the NYSE in order to maintain the listing of its
common shares, Capitol will notify the NYSE of its intent to cure
the price deficiency.

Capitol is currently exploring alternatives for curing the
deficiencies and restoring compliance with the continued listing
standards.  Capitol's business operations, Securities and Exchange
Commission reporting requirements, credit agreements and other
debt obligations are unaffected by this notification.

                       About Capitol Bancorp

Capitol Bancorp Limited is a $4.2 billion national community
banking company with a network of separately chartered banks in 14
states. Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan, and Phoenix, Arizona.


CENTRALIA OUTLETS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Centralia Outlets LLC
        1145 Broadway Plaza
        Tacoma, WA 98402

Bankruptcy Case No.: 10-24529

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: James L. Day, Esq.
                  BUSH STROUT & KORNFELD
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: jday@bskd.com

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

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

The petition was signed by Richard K. Getty, manager of Green
Global Investments, its manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Chronicle/Lafromboise          Tabloid Painting         $3,755
Newspapers
3802 Galvin Road
Centralia, WA 98531

Mechanical & Control Services      Maintenance per          $1,492
301 Porter Way                     Proposal on Vacant
Milton, WA 98354                   Units

Associated Roofing                 Roof Review/Roof         $1,214
P.O. Box 82894                     Report
Kenmore, WA 98208

Rainier Industries                 Repair 18 Applique       $1,191
                                   Banners

Lincoln Creek Lumber               Supplies                 $1,057

Lewis County Chemical              Supplies                   $983

Business Examiner                  Advertising Inserts        $878

The Prism Company                  Travel Expenses            $686

Star Rentals                       Scissor Lift Rental        $593

Law Office of Ricki Friedman       Letter of Intent           $500
                                   Revision

DeVaul Publishing Inc.             Advertising Inserts        $490

JSH Maintenance Services           Payroll                    $469

AT&T Mobility                      Cell Phones                $224

Storeyco, Inc.                     Backlit Display            $160

Country Fresh Laundry              Launder Uniforms           $111

Les Schwab Tires                   Tire Chains                 $86

Qwest                              11/23-23/23                 $85
                                   Fire Line

Qwest                              11/23-23/23                 $85
                                   Fire Line

Puget Sound Energy                 1311 & 1312 Lum             $77
                                   Rd 10/21-11/18

Puget Sound Energy                 1303 Lum                    $64
                                   10/20-11/18


CHANA TAUB: Chapter 11 Trustee Moves for Chapter 7 Conversion
-------------------------------------------------------------
WestLaw reports that a Chapter 11 trustee's filing of a motion to
convert the debtor's case to one under Chapter 7 was not
sanctionable under the rule allowing for sanctions for filing
papers with an improper purpose.  The trustee did not file the
motion or otherwise perform her duties for an improper purpose,
and the trustee's arguments and contentions in the motion were not
based on an inadequate investigation or a lack of evidentiary
support.  The debtor's disagreement with the trustee's position
did not render that position sanctionable.  In re Taub, --- B.R. -
---, 2010 WL 4867612 (Bankr. E.D.N.Y.).

Chana Taub filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-44210) on July 1, 2008, and is represented by Dennis W. Houdek,
Esq., in Manhattan.  Mrs. Taub's chapter 11 case has been
hallmarked by waves of thermonuclear litigation with her estranged
husband.  In April 2010, the Honorable Elizabeth S. Stong
appointed a Chapter 11 trustee.  Lori Lapin Jones, Esq., at Lori
Lapin Jones, PLLC, in Great Neck, N.Y., serves as the Chapter 11
Trustee, and Ms. Jones is represented by Ronald J. Friedman, Esq.,
at SilvermanAcampora LLP.


CIELO APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cielo Apartments, LLC
        501 North Church Street
        Charlotte, NC 28202

Bankruptcy Case No.: 10-33570

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Glenn C. Thompson, Esq.
                  HAMILTON MOON STEPHENS STEELE & MARTIN
                  201 S. College Street, Suite 2020
                  Charlotte, NC 28244-2020
                  Tel: (704) 227-1067
                  Fax: (704) 344-1483
                  E-mail: gthompson@lawhms.com

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

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

The petition was signed by Tom G. Thornburg, manager of JLT
Residential Partners, LLC.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Crosland Contractors LLC           --                   $1,806,764
227 W. Trade Street, Suite 800
Charlotte, NC 28202

Charlotte Flooring Inc.            --                     $107,015
4510 Yancy Road
Charlotte, NC 28217-1738

Horack Talley                      --                      $70,628
2600 One Wachovia Center
301 South Colle
Charlotte, NC 28202-6038

Perkins Eastman                    --                      $69,513

Allsouth Renovations, Inc          --                      $52,060

Bartlett Tree Experts              --                      $20,291

Geoscience Group                   --                      $19,917

Office Environments                --                      $18,628

Southwood                          --                      $12,712

Elm Engineering, Inc               --                      $11,000

Leisure Creations                  --                      $10,201

Perfecttion Equipment Company      --                       $7,058

RB Pharr & Associates              --                       $6,719

Apartment Guide                    --                       $6,806

Meadows Office Furniture           --                       $6,281

Modspace                           --                       $5,143

Design Resource Group              --                       $4,977

G&P Contractors, Inc               --                       $4,966

Simon-Meyer, Charlotte, LLC        --                       $4,338

SES Environmental Inc              --                       $4,320


CITADEL BROADCASTING: Loan Upsizing Won't Affect S&P's Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
radio broadcaster Citadel Broadcasting Corp.'s proposed new senior
secured credit facilities are unaffected by the $100 million
upsizing of the term loan.  The total size of the proposed
facility is $500 million, consisting of a $150 million revolving
credit facility due 2013 and a $350 million (previously
$250 million) term loan due 2016.

The issue-level rating on the senior secured credit facilities
remains at 'BB+' (two notches higher than the 'BB-' corporate
credit rating on the company) with a recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for lenders in the event of a payment default.

In addition, the ratings on the company's proposed senior
unsecured notes due 2018 remain unchanged after the downsizing of
the issue to $400 million from $500 million.  The issue-level
rating on the senior unsecured notes remains at 'BB-' (at the same
level as the 'BB-' corporate credit rating on the company) with a
recovery rating of '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for noteholders in the event of a payment
default.

The corporate credit rating on Citadel is 'BB-' and the rating
outlook is stable.  S&P expects Citadel to generate EBITDA growth
in the high-20% area in 2010 because of a cyclical advertising
rebound and cost-cutting actions taken during the economic
downturn.  Based on this expectation, S&P believes that pro forma
lease-adjusted debt to EBITDA of about 3.5x as of Sept. 30, 2010
could improve to the low-3x area in 2011.  S&P's stable rating
outlook incorporates its expectation that Citadel will maintain
adequate leverage and liquidity to support the 'BB-' rating over
the next 12 to 18 months.  However, S&P remains uncertain about
the growth prospects for radio broadcasting beyond 2011, and see
the risk that radio growth will continue to significantly lag GDP
growth.

                          Ratings List

                             Citadel

        Corporate Credit Rating              BB-/Stable/--
        $150M revolv credit fac due 2013     BB+
          Recovery Rating                    1
        $350M term loan due 2016             BB+
          Recovery Rating                    1
        $400M sr unsecd nts due 2018         BB-
          Recovery Rating                    3


CITIGROUP INC: Treasury to Sell Remaining Common Shares
-------------------------------------------------------
The Wall Street Journal's Randall Smith and Aaron Lucchetti and
Dow Jones Newswires' Michael R. Crittenden report that the U.S.
Treasury set plans to sell the last of its Citigroup Inc. common
shares in a $10 billion offering that would cap the government's
biggest bank bailout of the financial-market meltdown.

The report, citing Linus Wilson, a professor of finance at
University of Louisiana at Lafayette, says the move could reap a
$9.4 billion profit for taxpayers on their $45 billion Citi
investment.

The report notes the Treasury, which a year ago set plans to exit
the Citi investment within six to 12 months, had fallen behind
that target as it executed plans to "dribble out" its 7.7 billion
Citi shares, a 27% stake, in steady sales into the market.
Through October, it had only sold 4.4 billion shares.

According to the report, the government will still be left owning
some of Citi.  Treasury acquired a stake of more than $52 billion
in Citi during the market meltdown, consisting of an initial $25
billion in preferred shares in October 2008, an additional $20
billion two months later, and $7.1 billion in January 2009.  Citi
repaid $20 billion through a stock sale late in 2009.  The bulk of
the remaining amount was converted into common shares to be sold
off by the Treasury.

The report notes the Treasury acquired warrants which it still
holds for an additional 465.1 million Citi shares as part of a
pact to share losses on a pool of risky Citi assets.  But those
are unlikely to be exercised soon because the stock trades below
their conversion price.  The government will also own Citi
preferred stock.  Both holdings aren't expected to change the
government's potential profit much.

According to the report, of the eight banks that were in the
original 2008 Treasury bailout, Citigroup was the only one in
which the government took an investment in common shares.

The report relates that Citi said in a statement it "is pleased
that the U.S. Department of the Treasury has finalized plans to
exit from its remaining holdings of Citigroup common stock. We are
very appreciative of the support provided by the UST during the
financial crisis."

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Citigroup sold assets to repay the bailout funds.


CITADEL BROADCASTING: Rejected Cumulus Media Merger Offer Twice
---------------------------------------------------------------
Citadel Broadcasting Corporation on Monday disclosed that it
received an unsolicited proposal from a third party to enter into
a merger transaction in early November 2010.  Citadel did not
identify that entity.  This proposal was rejected by the Company's
board of directors after it determined that the proposal was not
in the best interests of the Company's shareholders.

On November 29, 2010, the Company received a second unsolicited
letter from the same third party that improved the terms of its
prior proposal, and after consultation with its financial and
legal advisors, the board of directors of the Company also
rejected this proposal as not being in the best interests of the
Company's shareholders.

On November 24, 2010, Citadel commenced a private offering of new
senior notes.  The notes offering is being made solely to
qualified institutional buyers, as defined under Rule 144A under
the Securities Act of 1933, as amended, and to certain non-U.S.
persons, as defined under Regulation S under the Securities Act.
The notes offering is being made pursuant to a confidential
offering memorandum dated November 24, 2010.

Peter Lattman and Adrienne Carter, writing for The New York Times'
DealBook, report that two people familiar with the offer -- who
were not authorized to talk -- said that third party was Cumulus
Media, the second largest radio station operator.  DealBook says
Citadel is No. 3.

                   About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company disclosed assets of $1.4 billion and debts of
$2.5 billion in its Chapter 11 filing.  Kirkland & Ellis LLP
served as legal counsel and Lazard Freres & Co. LLC as financial
advisor for the restructuring.  Kurtzman Carson Consultants served
as claims and notice agent.

On May 19, 2010, the Court entered an order confirming the
Debtors' Second Modified Joint Plan of Reorganization.  On June 3,
2010, the Debtors consummated their reorganization and the Plan
became effective.

                           *     *     *

As reported by the Troubled Company Reporter on November 30, 2010,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Citadel.  The rating outlook is stable.  "The
'BB-' rating and stable outlook reflect Standard & Poor's Ratings
Services' opinion of Citadel's improved financial flexibility
following its bankruptcy," said Standard & Poor's credit analyst
Michael Altberg.  "The elimination of roughly 65% of its debt load
should allow the company to generate healthy discretionary cash
flow and maintain adequate liquidity despite the potential for
longer-term secular declines in radio."

Citadel carries 'Ba2' Corporate Family Rating from Moody's
Investors Service.


CLEARWIRE CORP: $1.325-Bil. Notes Priced at 105.18% Plus Interest
-----------------------------------------------------------------
Clearwire Corporation announced Friday that its operating
subsidiary Clearwire Communications LLC has priced an offering of
$175,000,000 aggregate principal amount 12% first-priority senior
secured notes due 2015 at an issue price of 105.182% plus accrued
interest from December 1, 2010 (the "First Lien Notes") and
$500,000,000 aggregate principal amount 12% second-priority
secured notes due 2017 at an issue price of 100.0% plus accrued
interest from December 9, 2010 (the "Second Lien Notes") and an
offering of $650,000,000 aggregate principal amount 8.25%
exchangeable notes due 2040 at an issue price of 100.0% plus
accrued interest from December 8, 2010 (the "Exchangeable Notes"
and collectively with the First Lien Notes and the Second Lien
Notes, the "Notes").

The offering of Exchangeable Notes is up from the $500,000,000
proposed offering size for the Exchangeable Notes announced on
December 1, 2010.  Clearwire Communications has granted the
initial purchasers of the Exchangeable Notes an option for 30 days
to purchase up to an additional $100.0 million of Exchangeable
Notes.  The initial exchange rate for the Exchangeable Notes is
141.2429 shares of Class A Common Stock of Clearwire Corporation
(the "Company") per $1,000 principal amount of the Exchangeable
Notes equivalent to an initial exchange price of approximately
$7.08 per share of the Company's Class A Common Stock.  Upon
exchange, Clearwire Communications may deliver either shares of
Class A Common Stock or cash based upon a daily settlement value
calculated on a proportionate basis for each day of a 25 trading-
day observation period.  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 roughly 31%
of the voting power.  The remaining pre-emptive rights, if
exercised, could result in Clearwire Communications issuing up to
an additional of roughly $760.0 million in Exchangeable Notes
(assuming no exercise of the initial urchasers' over-allotment
option).  The Company is not aware whether all or any of these
rights will be exercised.

The Second Lien Notes will be contractually subordinated in right
of payment to the First Lien Notes and Clearwire Communications'
first-priority secured notes.  The First Lien Notes and the Second
Lien Notes will be unconditionally guaranteed on a senior basis by
certain of Clearwire Communications' domestic subsidiaries.  The
First Lien Notes, the Second Lien Notes and the related guarantees
will be secured by first-priority or second-priority liens, as
applicable, on substantially all of Clearwire Communications' and
the guarantors' assets.  The Exchangeable Notes will be unsecured
obligations of the issuers and the guarantors.

The Notes will be issued in private offerings that are exempt from
the registration requirements of the Securities Act of 1933, as
amended, to qualified institutional buyers in accordance with Rule
144A and to persons outside the U.S. pursuant to Regulation S
under the Securities Act.  The Notes have not been registered
under the Securities Act or any state or other securities laws.

The sale of the Exchangeable Notes is expected to be consummated
on or about December 8, 2010, subject to customary closing
conditions.  The sale of the First Lien Notes and the Second Lien
Notes is expected to be consummated on or about December 9, 2010,
subject to customary closing conditions.

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

                   About Clearwire Corporation

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

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

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

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


CLEARWIRE CORP: Unit to Raise $1.1 Billion from Debt Offerings
--------------------------------------------------------------
Clearwire Corporation said that its operating subsidiary Clearwire
Communications LLC plans to raise over $1.1 billion through the
offering of debt securities in private placement transactions.

Clearwire Communications is offering $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 and 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, Clearwire Communications may
deliver either shares of Class A Common Stock of Clearwire
Corporation or cash.

Certain stockholders of Clearwire Corporation that hold equity
securities representing approximately 85% of Clearwire
Corporation'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 of all exchangeable notes issued. Clearwire Corporation 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.

Clearwire Corporation said it 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.  Clearwire intends to use the net
proceeds from the offering of the notes for working capital and
for general corporate purposes, including capital expenditures.

                          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."


CONOLOG CORP: WithumSmith+Brown Raises Going Concern Doubt
----------------------------------------------------------
Conolog Corporation filed on December 1, 2010, its annual report
on Form 10-K for the fiscal year ended July 31, 2010.

WithumSmith+Brown, PC, in Somerville, New Jersey, expressed
substantial doubt about Conolog's ability to continue as a going
concern.  The independent auditors noted that the Company has had
recurring losses from operations of $3.53 million and
$1.62 million and used cash from operations in the amounts of
$1.64 million and $1.26 million for the years ended July 31, 2010,
and 2009, respectively.

The Company reported a net loss of $24.91 million on $1.18 million
of product revenue for fiscal 2010, compared with a net loss of
$2.29 million on $1.49 million of product revenue for fiscal 2009.

The Company's balance sheet at July 31, 2010, showed $2.34 million
in total assets, $631,193 in total liabilities, and stockholders'
equity of $1.71 million.

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

               http://researcharchives.com/t/s?7085

Somerville, N.J.-based Conolog Corporation is engaged in the
design, production (directly and through subcontractors) and
distribution of small electronic and electromagnetic components
and sub-assemblies for use in telephone, radio and microwave
transmission and reception and other communication areas that are
used in both military and commercial applications.  Products are
used for transceiving various quantities, data and protective
relaying functions in industrial, utility and other markets.


CONSOLIDATED HORTICULTURE: EisnerAmper Named Creditors' Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Consolidated
Horticulture Group LLC, et al.'s Chapter 11 bankruptcy case sought
and obtained authorization from the Hon. Christopher S. Sontchi of
the U.S. Bankruptcy Court for the District of Delaware to retain
EisnerAmper LLP as financial advisor, effective as of October 26,
2010.

EisnerAmper will:

     a. review and analyze the Debtors' assets and liabilities;

     b. review and analyze the Debtors' business plan;

     c. assist the Committee with its review and analysis of any
        proposed sale or sales of the Debtors' assets; and

     d. perform other tasks as requested by the Committee,
        including a valuation of the Debtors' assets and business
        and a liquidation analysis.

EisnerAmper will be paid based on the rates of its professionals:

        Thomas Buck                               $435
        Allen Wilen                               $495
        Partners                               $440-$495
        Directors                              $395-$435
        Managers/Senior Supervisors            $325-$410
        Seniors/Supervisors                    $200-$300
        Associates                             $150-$195
        Paraprofessionals                      $115-$225

Thomas Buck, EisnerAmper's managing director, assured the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

                  About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CONSOLIDATED HORTICULTURE: Lowenstein Okayed as Committee's Attys.
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Consolidated
Horticulture Group LLC, et al.'s Chapter 11 bankruptcy case sought
and obtained authorization from the Hon. Christopher S. Sontchi of
the U.S. Bankruptcy Court for the District of Delaware to retain
Lowenstein Sandler PC as counsel, nunc pro tunc to October 26,
2010.

Lowenstein Sandler will, among other things:

     a. assist the Committee in investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors, the operation of the Debtors' businesses,
        potential claims, and any other matters relevant to the
        case, to the sale of assets or to the formulation of a
        plan of reorganization;

     b. participate in the formulation of a plan;

     c. prepare on behalf of the Committee, as necessary,
        applications, motions, complaints, answers, order,
        agreements and other legal papers; and

     d. appear in Court to present motions, applications, and
        pleadings, and otherwise protect the interests of those
        represented by the Committee.

Lowenstein Sandler will be paid based on the rates of its
professionals:

        Members                             $440-$825
        Senior Counsel                      $390-$575
        Counsel                             $340-$575
        Associates                          $235-$450
        Paralegals and Assistants           $145-$215

Sharon L. Levine, Esq., a member at Lowenstein Sandler, assured
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                       About Hines Nurseries

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CONSOLIDATED HORTICULTURE: Gets Interim Nod $10.5-Mil. of Loans
---------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has approved for the third time, on an
interim basis, Consolidated Horticulture Group LLC, et al.'s
request to obtain secured postpetition financing from a syndicate
of lenders led by Black Diamond Commercial Finance, L.L.C., as
administrative agent, and to use cash collateral.

As reported by the Troubled Company Reporter on October 18, 2010,
the Debtors first obtained the Court's interim authorization for
the requested $20 million in debtor-in-possession financing to
keep the garden supplier in operation.

In the third interim court order, the Debtors are authorized to
obtain postpetition financing in the aggregate principal amount of
$10.5 million.

Each of the Debtors is authorized to negotiate, prepare, enter
into, and deliver the DIP demand note and the DIP loan documents,
in each case, including any amendments thereto.  Each of the
Debtors is further authorized and directed to negotiate, prepare,
enter into and deliver any UCC financing statements, pledge and
security agreements, and mortgages or deeds of trust encumbering
all of the DIP collateral and securing all of the Debtors'
obligations under the DIP loan documents, including repayment of
all DIP obligations in cash, that are requested by the DIP Agent.

Obligations under the DIP demand note and the DIP loan documents
will constitute valid and binding obligations of each of the
Debtors, enforceable against each of them and each of their
successors and assigns, in accordance with their terms and the
terms of the interim court orders, and no obligation, payment,
transfer or grant of a security under the DIP demand note, the DIP
loan documents or the interim court orders will be stayed,
restrained, voidable or recoverable under the U.S. Bankruptcy Code
or under any applicable law.

To secure the DIP obligations, the DIP Agent was granted pursuant
to the first interim court order valid, enforceable and fully
perfected, first priority priming liens on and senior security
interests in all of the property, assets or interests in property
or assets of each Debtor, and all property of the estate.  The DIP
Agent was also granted an allowed superpriority administrative
expense claim for all DIP obligations.  The grant of the
postpetition liens was reaffirmed in the third interim court
order.  The postpetition liens, superpriority claim, and other
rights and remedies granted under the first interim court order to
the DIP Agent will continue in these and any successor cases.

Under the first interim court order, the prepetition lenders --
the ABL lenders and the term loan lenders -- were granted
replacement liens and superpriority claim, which were both re-
affirmed pursuant to the second court interim order and third
court interim order.

The Debtors will make monthly payments (i) to Bank of America,
N.A., as agent in the January 9, 2009 loan and security agreement,
in an amount equal to the default interest that would have been
payable for the month on account of the obligations; and (ii) to
the January 9, 2009 term loan and security agreement agent Black
Diamond in an amount equal to the default interests that would
have been payable for the month on account of the obligations.

Subject to and conditioned upon the entry of the final court
order, for each dollar of the Debtors' postpetition cash
collections, an equivalent amount of prepetition indebtedness owed
under the ABL credit facility will be deemed to have been repaid
and reborrowed on a postpetition basis.

The Debtors will provide the ABL Agent (i) copies of financial
reports provided to the DIP Agent; (ii) copies of notices received
by the Debtors from the DIP Agent or the DIP Lenders; and (iii)
written materials received by the Debtors from customers and
delivered to the DIP Agent.

Upon the occurrence and during the continuance of an event of
default, if the DIP Agent and the DIP Lenders deliver a notice
commencing the remedies notice period and the period will have
expired, the ABL Agent will thereafter have 30 days commencing
upon the expiration of the remedies notice period to consummate a
purchase of the DIP obligations from the DIP Agent and the DIP
Lenders.

The Official Committee of Unsecured Creditors or any party in
interest will be entitled to investigate until (i) January 18,
2011, with respect to the Committee, or (ii) December 28, 2010,
with respect to any other party in interest, the validity,
perfection, enforceability, and extent of the prepetition
indebtedness and prepetition liens and any potential claims of the
Debtors or their estates against the prepetition lenders

These will constitute an event of default: (i) the final court
order not entered by December 15, 2010; (ii) the Debtors fail to
comply with the budget, a copy of which is available for free at
http://bankrupt.com/misc/CONSOLIDATEDHORTICULTURE_budget.pdf;
(iii) the Debtors fail to transmit to the DIP Agent and the
prepetition agents and the DIP Agent don't receive a final version
of the Debtors' business strategy and plan on a go forward basis
by December 10, 2010; (iv) the Debtors fail to receive from the
Debtors' top three customers by December 10, 2010, adequate
assurance that the customers will continue to do business with the
Debtors during the 2011 fiscal year at business levels consistent
with the proposed business levels for the 2011 year that were
conveyed to the Debtors and the Debtors have not transmitted to
the DIP Agent and the prepetition agents proof of the adequate
assurance; (v) unauthorized use by the Debtors of the DIP
collateral; (vi)   interim court orders being stayed, amended,
modified or reversed; (vii) occurrence of an event of default
under the DIP loan documents; (viii) fraudulent act, conduct or
omission by the Debtors; (ix) filing of an application for court
order approving DIP collateral use and obtaining financing or
loans secured by liens that are senior, pari passu or junior to
the DIP Lenders' liens on DIP collateral without the written
consent of the DIP Agent unless the financing or loans are used to
pay the DIP obligations in full; and (x) a sale court order being
entered or a plan confirmed in any of the Debtors' Chapter 11
cases that does not provide for payment in full in cash of the DIP
obligations on the closing date of the sale or the effective date
of the plan or a court order being entered that dismisses any of
the Debtors' Chapter 11 cases and which doesn't provide for the
termination of the use of DIP collateral and payment in full in
cash of the DIP obligations.

                        Cash Collateral Use

The Debtors' use of the cash collateral of all agents and lenders
will automatically terminate on December 15, 2010, in the event a
final court order approving the DIP Facility and the DIP loan
documents hasn't been entered by that date.

                           Final Hearing

The Court has set a final hearing for December 14, 2010, at
3:00 p.m. on the Debtors' request to obtain DIP financing and use
cash collateral.

                 About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CROSS COUNTRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cross Country Inn Investors, LLC
          dba Baymont Inn & Suites Columbus Airport
        4900 Blazer Parkway
        Dublin, OH 43017

Bankruptcy Case No.: 10-64174

Chapter 11 Petition Date: December 2, 2010

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman, Jr.

Debtor's Counsel: Robert J. Morje, Esq.
                  P.O. Box 6545
                  600 South Pearl Street
                  Columbus, OH 43206
                  Tel: (614) 224-8000
                  Fax: (614) 588-8826
                  E-mail: rmorje.attorney@gmail.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/ohsb10-64174.pdf

The petition was signed by Peter Coratola, managing member.


DAIRY PRODUCTION: Gets Interim OK to Use Cash Collateral
--------------------------------------------------------
Dairy Production Systems-Georgia LLC, et al., obtained interim
authorization from the Hon. James D. Walker, Jr., of the U.S.
Bankruptcy Court for the Middle District of Georgia to use the
cash collateral of Agricultural Funding Solutions, LLC, until
December 10, 2010, at 5:00 p.m.

As of the Petition Date, the Debtors were indebted to the Lender
at least $72,371,850.99 exclusive of accruing interest, fees, and
costs.  The Lender holds valid, perfected liens and security
interests in al or substantially all of the Debtors' real and
personal property and all assets and all proceeds thereof,
including all cash collateral.

San C. Kulka, Esq., at Arnall Golden Gregory LLP, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

              http://ResearchArchives.com/t/s?7088

As adequate protection for the use of the cash collateral, the
Debtors will grant the Lender a first priority lien to the same
extent, validity and priority as its prepetition liens, upon all
postpetition property of the Debtors.  As additional adequate
protection of the Lender's interest in the cash collateral and to
the extent of the Debtors' use of the cash collateral, the Debtors
will grant the Lender a first priority lien in all prepetition
property and assets belonging to the Debtors and which property
and assets weren't subject to valid and enforceable liens or
security interests on the Petition Date.  The Debtors will also
grant the Lender superpriority administrative expense claims.

The Debtors will provide the Lender financial daily, weekly and
monthly reports that are produced and supplied to the management
of the Debtors.

                       About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection on
October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752).  Neil C.
Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory
LLP, serves as the Debtor's bankruptcy counsel.  DPS Georgia
estimated its assets at $1 million to $10 million and debts at
$10 million to $50 million at the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.


DAIRY PRODUCTION: Creditors Panel Gets OK to Tap Stone as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dairy Production
Systems-Georgia, et al., sought and obtained authorization from
the Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for
the Middle District of Georgia to retain Stone & Baxter, LLP, as
counsel, nunc pro tunc to October 19, 2010.

Stone & Baxter will, among other things:

     a. give the Committee legal advice with reference to its
        powers an duties as the Official Committee of Unsecured
        Creditors;

     b. prepare on behalf of the Committee applications, reports,
        and other legal papers;

     c. prepare motions, pleadings and applications and conduct
        examinations incidental to the powers and duties of the
        Committee; and

     d. investigate the Debtor and causes of action of the Debtor
        against insiders or any other matters respecting the
        Debtor or the estate, or the possibility or desirability
        of selling the assets of the estate or reorganizing the
        Debtor, as may be appropriate in the case.

Stone & Baxter will be paid based on the rates of its
professionals:

        Attorneys                     $185
        Research Assistant            $100
        Paralegals                    $100

Ward Stone, Jr., Esq., a partner at Stone & Baxter, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                       About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection on
October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752).  Neil C.
Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory
LLP, serves s the Debtor's bankruptcy counsel.  According to the
Debtor's schedules, the Debtor disclosed $6,178,324 in total
assets and $19,182,907 in total debts.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.


DAIRY PRODUCTION: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Dairy Production Systems - Georgia LLC has filed with the U.S.
Bankruptcy Court for the Middle District of Georgia its schedules
of assets and liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                            $0
B. Personal Property                $6,178,324
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $14,558,170
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $120,122
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,504,615

                                   -----------         -----------
      TOTAL                         $6,178,324         $19,182,907

A copy of the schedules is available for free at:

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

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection on
October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752).  Neil C.
Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory
LLP, serves as the Debtors' bankruptcy counsel.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.


DAIRY PRODUCTION: Gets Nod to Tap Arnall Golden as Bankr. Counsel
-----------------------------------------------------------------
Dairy Production Systems-Georgia, et al., sought and obtained
authorization from the Hon. James D. Walker, Jr., of the U.S.
Bankruptcy Court for the Middle District of Georgia to hire Arnall
Golden Gregory LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Arnall Golden has agreed to, among other things:

     a. assist the Debtors in the preparation of their schedules,
        statement of affairs, and periodic financial reports;

     b. assist the Debtors in consultations, negotiations and all
        other dealings with creditors, equity security holders,
        and other parties-in-interest concerning the
        administration of the Debtors' bankruptcy cases;

     c. prepare pleadings, conduct investigations, and make court
        appearances incidental to the administration of the
        Debtors' estates; and

     d. assist the Debtors in the development and formulation of
        plans and other means to maximize value to their estates,
        including the preparation of a plan, disclosure statement,
        and any related documents for submission to the Court and
        to the Debtors' creditors, equity holders, and other
        parties-in-interest.

Arnall Golden will be paid based on the rates of its
professionals:

        Jack K. Holland                        $535
        Neil C. Gordon                         $495
        Sean C. Kulka                          $375
        Neil P. Mulcahy                        $245
        Zachary D. Wilson                      $210

Sean C. Kulka, Esq., a partner at Arnall Golden, assured the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection on
October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752).  According to
the Debtor's schedules, the Debtor disclosed $6,178,324 in total
assets and $19,182,907 in total debts.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.


DAVIS HERITAGE: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Davis Heritage GP Holdings, LLC, has filed with the U.S.
Bankruptcy Court for the Northern District of Florida its
schedules of assets and liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                       $87,975
B. Personal Property                $2,490,469
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $13,806,526
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $21,683
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $9,024,519

                                   -----------         -----------
      TOTAL                         $2,578,444         $22,852,728

A copy of the schedules is available for free at:

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

Newberry, Florida-based Davis Heritage GP Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 10-
10515) on September 26, 2010.  Justin M. Luna, Esq., at Latham,
Shuker, Eden & Beaudine, LLP, serves as the Debtor's bankruptcy
counsel.


DAVIS HERITAGE: Taps Latham Shuker as Bankruptcy Counsel
--------------------------------------------------------
Davis Heritage GP Holdings, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Northern District of Florida to
employ Latham, Shuker, Eden & Beaudine, LLP, as bankruptcy
counsel, nunc pro tunc to September 26, 2010.

LSEB will:

     a. advise as to the Debtor's rights and duties in its
        bankruptcy case;

     b. prepare pleadings related to the Debtor's bankruptcy case,
        including a disclosure statement and a plan of
        reorganization; and

     c. take any and all other necessary action incident to the
        proper preservation and administration of the estate.

Prior to the commencement of the Debtor's bankruptcy case, LSEB
was paid an advance fee by EarthArt, Inc., of $65,409 for
postpetition services and expenses in connection with the case.
EarthArt is a co-managing member of the Debtor.

Norita V. Davis and EarthArth previously paid LSEB $15,991 on a
current basis for services rendered prior to the commencement of
the bankruptcy case.

Justin M. Luna, Esq., an associate at LSEB, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Newberry, Florida-based Davis Heritage GP Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 10-
10515) on September 26, 2010.  According to its schedules, the
Debtor disclosed $2,578,444 in total assets and $22,852,728 in
total debts.


DAVIS HERITAGE: U.S. Trustee Won't Appoint Creditors Panel
----------------------------------------------------------
The U.S. Trustee for Region 21 won't appoint a committee of
unsecured creditors in Davis Heritage GP Holdings, LLC's Chapter
11 bankruptcy case.

Newberry, Florida-based Davis Heritage GP Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 10-
10515) on September 26, 2010.  Justin M. Luna, Esq., at Latham,
Shuker, Eden & Beaudine, LLP, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $2,578,444 in
total assets and $22,852,728 in total debts.


DEAN FOODS: Fitch Downgrades Issuer Default Rating to 'B'
---------------------------------------------------------
Fitch Ratings has downgraded the ratings of Dean Foods Company and
Dean Holding Company:

Dean Foods Company (Parent)

  -- Issuer Default Rating to 'B' from 'B+';
  -- Bank credit facility to 'BB-/RR2' from 'BB/RR2';
  -- Senior unsecured debt to 'CCC/RR6' from 'B-/RR6'.

Dean Holding Company (Operating Subsidiary)

  -- IDR to 'B' from 'B+';
  -- Senior unsecured debt to 'CCC/RR6' from 'B-/RR6'.

Additionally, all ratings have been placed on Rating Watch
Negative.

At Sept. 30, 2010, Dean had $4.1 billion of total debt.
Approximately 85% or $3.5 billion of this debt is secured bank
debt while 15% or $625 million consists of unsecured notes.

Rating Rationale:

The downgrade is due to materially higher than expected declines
in operating earnings and cash flow along with Fitch's expectation
that financial leverage will remain elevated through 2011.
Negative mix shift toward private-label milk concurrent with price
concessions caused Dean's consolidated operating income to decline
31% to $337.2 million and cash flow from continuing operations to
fall 24% to $379.3 million for the nine-month period ended Sept.
30, 2010.  Given the market share gains by private-label milk and
the industry's excess capacity, Fitch does not expect these
adverse business conditions to reverse in the near term.

For the latest 12-month period ended Sept. 30, 2010, total debt-
to-operating EBITDA is higher than Fitch had anticipated at 5.4
times.  For the same period, funds from operations adjusted
leverage was 5.7x and operating EBITDA-to-gross interest expense
was 3.2x.  Fitch currently projects that total debt-to-operating
EBITDA will approximate 5.6x and 5.4x in 2010 and 2011,
respectively.  Deleveraging remains a focus for the company but,
due to current cash flow pressures, the magnitude of debt
reduction is likely to be lower than Fitch originally anticipated.

Dean generated $267 million of free cash flow (defined as cash
flow from operations less capital expenditures and dividends)
during the LTM period.  Although Dean does not pay a dividend,
Fitch believes FCF could be significantly below the company's
$300 million historical average next year.  Despite Dean's
aggressive working capital management, capacity constraints in its
higher margin WhiteWave-Alpro business and investments behind
other cost savings initiatives could dictate higher capital
expenditures.

Dean's Fresh Dairy Direct-Morningstar division, which represented
85% of the company's $11.2 billion of sales in 2009, has
experienced a year-over-year operating margin decline of 330 basis
points to 5.2% for the nine-month period through Sept. 30, 2010.
While Dean has become more aggressive with its cost reduction
efforts, savings have not been enough to offset the declines in
gross margins within this core operation.  Given this and the
previously discussed adverse industry conditions, Fitch does not
believe Dean's consolidated EBITDA margin will return to its 10-
year historical average of roughly 8% in the near-to-intermediate
term.

Negative Rating Watch and Rating Triggers:

The Negative Rating Watch is due to the fact that covenant risk
has escalated as cushion under Dean's secured bank facility's
maximum leveraged requirement has become increasing limited.  As
defined by the agreement, LTM consolidated funded debt (excluding
letters of credit, hybrid securities and no more than $100 million
of cash)-to-consolidated EBITDA (adjusted for non-cash charges,
etc.) is limited to 5.5x but steps down to 5.0x on June 30, 2011.

Dean has remained in compliance with terms of its agreement since
they went into effect on June 30, 2010.  However, Dean's leverage
as defined by its covenant has increased to 4.9x as of the quarter
ended Sept. 30, 2010.  Due to the step-down mentioned above,
covenant risk has increased materially.  Unless operating
performance improves in the near term or covenant relief is
obtained, Fitch believes Dean's financial flexibility could become
impaired.

Should Dean not have access to its revolver, proceeds from
potential asset sales could be required to cover mandatory
amortization payments since Fitch believes internally generated
FCF will be substantially lower.  As of Sept. 30, 2010, Fitch
calculates that the company will have approximately $187 million
and $315 million of mandatory repayments due in 2011 and 2012,
respectively.

Dean's ratings will be removed from Negative Watch if the company
renegotiates terms of its credit facility, as Fitch believes will
become necessary.  Although interest cost could increase,
stability in operating margins, maintaining adequate liquidity and
reduced leverage levels remain the key drivers for Dean's ratings.

Recovery Ratings:

While an event of default is not anticipated, the 'RR2' rating on
Dean's secured bank debt incorporates Fitch's view that recovery
prospects for these obligations would be superior or range from
71%-90% in a distressed situation.  The 'RR6' rating on the
unsecured notes reflects the heavy mix of secured debt in the
company's capital structure and the view that little value would
be available for distribution to unsecured debtholders in a
recovery event.  Recovery for these bondholders would likely be
poor at 0%-10%.  While Dean's senior unsecured notes provide
limited bondholder protection, the company's $500 million 7%
guaranteed notes due June 1, 2016 contain a change of control put
option of 101% of principal plus accrued and unpaid interest if
the company was acquired.

Liquidity:

As previously mentioned, Fitch expects internally generated FCF to
fall meaningfully below the company's historical average of about
$300 million in 2011.  At Sept. 30, 2010, Dean had $1.5 billion of
liquidity which included $102.1 million of cash, $863.1 million of
revolver availability and $481.3 million of borrowing capacity
under its receivables-backed facility.  Of the secured revolver,
$225 million expires on April 2, 2012, while $1.3 billion is due
April 2, 2014.  The company's $600 million receivables-backed
facility terminates on June 29, 2011.


DITEQ CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Diteq Corporation
        1250 NW Main Street
        Lees Summit, MO 64086

Bankruptcy Case No.: 10-46469

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Crystanna Cox, Esq.
                  LATHROP & GAGE
                  2345 Grand Boulevard, Suite 2800
                  Kansas City, MO 64108-2612
                  Tel: (816) 460-5307
                  Fax: (816) 292-2001
                  E-mail: ccox@lathropgage.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/mowb10-46469.pdf

The petition was signed by Young C. Park, chief executive officer.


DRYSHIPS INC: Extends Waiver of Loan Covenants Until December 31
----------------------------------------------------------------
DryShips Inc. entered on November 25, 2010, into a waiver letter
for its $230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
December 31, 2010.

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet at Sept. 30, 2010, showed $5.80
million in total assets, $1.90 million in total current
liabilities, $1.10 million in total non current liabilities, and
stockholders' equity of $2.80 million.

On November 25, 2010, DryShips Inc. entered into a waiver letter
for its $230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
December 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.


DUKE AND KING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Duke and King Acquisition Corp.
          dba Burger King
        12281 Nicollet Avenue S
        Burnsville, MN 55337

Bankruptcy Case No.: 10-38652

Chapter 11 Petition Date: December 4, 2010

Court: U.S. Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Clinton E. Cutler, Esq.
                  Douglas W. Kassebaum, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  Fax: (612) 347-7077
                  E-mail: ccutler@fredlaw.com
                          dkassebaum@fredlaw.com

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

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

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Duke and King Missouri Holdings, Inc. 10-38654           12/04/10
Duke and King Missouri, LLC           10-38653           12/04/10
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Duke and King Real Estate, LLC        10-38655           12/04/10
DK Florida Holdings, Inc.             10-3856            12/04/10

The petitions were signed by Rodger Head, CFO, president, and
director.

Duke and King Acquisition Corp's List of 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kinderhook                         Unsecured Note       $2,769,000
521 Fifth Avenue, 34th Floor
New York, NY 10175

Burger King Corporation            Executory Contract   $2,021,369
P.O. Box 93290
Atlanta, GA 31193-2980

Swisshelm                          Executory Contract     $625,000
3765 East Turtle Hatch Road
Springfield, MO 65809

Reinhart Foodservice LLC           Trade Debt             $622,941
230 North Front Street
La Crosse, WI 54601

MBM Corporation                    Trade Debt             $127,733

Sicom Systems Inc.                 Professional Services   $40,475

Gilbert Mechanical Cont. Inc.      Trade Debt              $30,475

OI Distribution                    Trade Debt              $27,124

Pan-O-Gold Baking Co.              Trade Debt              $25,358

Legacy Enterprises                 Landlord                $21,678

Sunflower Square Shopping Center   Landlord                $20,703

Moac Mall Holdings LLC             Landlord                $20,004

Enviromatic Corp of America        Trade Debt              $19,961

SS&G Financial Services Inc        Professional Services   $17,175

Oreel Family Ltd. Partnership      Landlord                $16,667

P&C Rentals LLP                    Landlord                $14,543

The Lakes at Raintree Village      Landlord                $14,117

Tom Strong                         Landlord                $14,078

Gabe and Karen Fazzini             Landlord                $14,076

AMB Property LP                    Landlord                $13,120


A list of Duke and King Missouri LLC's 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-38653.pdf


E3 BIOFUELS: Spectrum Business Closes Purchase of Assets
--------------------------------------------------------
Spectrum Business Ventures, Inc. and affiliates have closed the
purchase of the assets in Chapter 11 bankruptcy of E3BioFuels -
Mead, LLC.  With closing, SBV properly collateralized all the
necessary aspects of the patented, closed-loop ethanol production
facility.

As part of the purchase, SBV secured a super senior position in
the facility, as well as, financially restructured the facility so
it can operate profitably.

Amit Raizada, CEO of SBV, commented, "This deal is unique in that
we were able to secure a super senior investment and make the
company healthy again.  We solved an extremely complicated problem
and still positioned our capital on top of the stack.  Although
these deals are difficult to accomplish, they are our trademark."

"Without SBV's expertise in deal structuring and negotiations,
this deal would not have gotten done.  This is a win for the
plant, a win for SBV and a win for the industry," stated Dennis
Langley, former Chairman and CEO of E3 Mead.

                       About The Facility

The Mead plant is the first-ever closed-loop system for distilling
commercial quantities of ethanol using methane gas recaptured from
cow manure, instead of fossil fuels.  This virtually eliminates
the need for fossil fuels in the production of ethanol.

The patented, closed-loop system combines a 25-million-gallon
ethanol refinery, beef cattle feedlot, and anaerobic digesters to
maximize energy efficiencies unavailable to each component on a
stand-alone basis.  This system eliminates the potential for
manure to pollute watersheds, and it enables the wet distillers
grain from ethanol production to be fed on-site to cattle without
energy-intensive drying and transportation costs.

AltEn is pursuing the necessary permits to begin ramping the
facility up for production, which is anticipated in 2011.

                      About Spectrum Business

Spectrum Business Ventures is a private investment firm
specializing in the execution of compelling and complex business
opportunities. SBV's team has over 60 years of experience across
private equity, operations, business law and real estate.
nt.

                         About E3 BioFuels

Headquartered in Shawnee, Kansas E3 BioFuels LLC --
http://www.e3biofuels.com/-- produces ethanol and is a subsidiary
of Earth, Energy & Environment LLC.  It was founded by chief
executive officer Dennis Langley.  E3 BioFuels projects, including
the Genesis plant in Mead, Nebraska, are owned exclusively by E3
BioFuels-Mead LLC, an affiliate.  The Mead plant opened in June,
and was hailed as a model for improving the environment and for
fighting global warming.  It is the first plant to have a "closed-
loop" system, which uses manure from 28,000 head of cattle in a
nearby feedlot to make methane that fueled the plant.  Distillers
grain, a byproduct of ethanol production, was then fed to the
cattle.

E3 BioFuels-Mead LLC and E3 Biofuels Mead Holding LLC filed for
Chapter 11 protection on November 30, 2007 (Bankr. D. Kan. Case
Nos. 07-22733 and 07-22734).  Carl R. Clark, Esq., and Jeffrey A.
Deines, Esq., at Lentz & Clark PA represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts between $1 million and $100 million.


ENERJEX RESOURCES: Extends MVP Sale Deal Deadline Until Dec. 31
---------------------------------------------------------------
On October 30, 2010, EnerJex Resources Inc. entered into a binding
letter of intent with J&J Operating, LLC; West Coast Opportunity
Fund, LLC; Montecito Venture Partners, LLC, a controlled affiliate
of WCOF; and Black Sable Energy, LLC, a controlled affiliate of
MVP under which the parties were to negotiate formal definitive
agreements for EnerJex to acquire certain assets of J&J, et al.,
on or prior to November 30, 2010.

On November 30, 2010, the Company and the Acquisition Parties
amended the LOI to extend the Termination Date for entering into
the Definitive Agreements to December 31, 2010.

EnerJex notes that there are numerous conditions that need to be
satisfied in order for the contemplated transactions to proceed,
including but not limited to agreements with third parties over
which the Company and the other parties to such transactions have
no control.  It is unclear whether those conditions will be
satisfied, and consequently it is unclear if those contemplated
transactions will ever close, according to EnerJex.

A full-text copy of the Binding Letter of Intent is available for
free at http://ResearchArchives.com/t/s?707c

                    About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at September 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows.


EVELYN LIVING: Sales on Project Suspended as Receivership Looms
---------------------------------------------------------------
Sales on the troubled Evelyn Living project in West Vancouver have
been suspended after financial backers filed to push the
developers into receivership, North Shore News reports.

"For the time being, sales are suspended," the report quoted Lesli
Boldt, a spokeswoman representing Rennie Marketing, the company
that has been conducting pre-sales for the luxury development
project, as saying.

According to the report, Ms. Boldt said that Rennie has obtained
bids from 31 parties who have put down deposits and informed them
about the court action.  The deposits have been kept in a trust
account and "are safe," she added.

North Shore News reports that financial backers of the project
including Peoples Trust Company, bcIMC Construction Fund
Corporation and bcIMC Specialty Fund Corporation, filed petitions
in B.C. Supreme Court seeking a declaration the developers have
defaulted on their $75-million mortgage.

In the lawsuit, the report relates, the backers ask the court to
appoint a receiver and grant an order giving the backers control
over the property to recoup their loans.

Tsur Sommerville, director of the Centre for Urban Economics and
Real Estate at U.B.C.'s Sauder School of Business, said it's not
clear yet what the receivership petition means to the future of
the development, but "it's clearly a project that's in trouble,"
the report adds.


FGIC CORP: Plan Up in the Air Over Insurance Unit's Troubles
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported early this month that the fate of FGIC Corp. and its
reorganization plan are up in the air as a consequence of the
failure of an exchange offer by the subsidiary Financial Guaranty
Insurance Co., a bond insurer.

According to Mr. Rochelle, FGIC said in a bankruptcy court filing
that the subsidiary may be taken over by New York insurance
regulators.  The previously negotiated plan may not work as a
result.  FGIC's assets consist of $11.3 million cash and the
ability of the reorganized company to utilize a $4 billion net
operating loss carryforward.  The contemplated plan called for
splitting up the cash and stock among lenders on the $46 million
revolving credit and the $345 million unsecured notes. The holders
of 90% of the common stock had agreed to go along with the plan
and waive their $7.2 million unsecured claim.

Mr. Rochelle notes that in view of the uncertainty regarding a
plan, the Nov. 23 hearing that had been set to approve a
disclosure statement was pushed back to Dec. 14.  FGIC also
obtained an extension until Feb. 1 of the exclusive right to
propose a Chapter 11 plan.

                         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.


FORD MOTOR: Reduced Automotive Debt by $12.8-Bil. This Year
-----------------------------------------------------------
On October 26, 2010, Ford Motor Company launched offers to pay a
premium in cash to induce holders of any and all of its 4.25%
Senior Convertible Notes due December 15, 2036 and any and all of
its 4.25% Senior Convertible Notes due November 15, 2016 to
convert their Convertible Notes into shares of Ford Common Stock,
par value $0.01 per share.  The Conversion Offers expired at
midnight on November 23, 2010, Ford announced the results of the
Conversion Offers on November 24, 2010 and the Conversion Offers
were settled on November 30, 2010.

Pursuant to the terms of the Conversion Offers, each $1,000
principal amount of the 2036 Convertible Notes validly tendered
and not withdrawn was exchanged for 108.6957 shares of Common
Stock and $190 in cash, plus accrued and unpaid interest on such
2036 Convertible Notes, and each $1,000 principal amount of the
2016 Convertible Notes validly tendered and not withdrawn was
exchanged for 107.5269 shares of Common Stock and $215 in cash,
plus accrued and unpaid interest on such 2016 Convertible Notes.

In response to the Conversion Offers, $553,513,000 aggregate
principal amount of the 2036 Convertible Notes and $1,992,257,000
aggregate principal amount of the 2016 Convertible Notes were
validly tendered, not withdrawn and accepted for purchase upon the
terms and subject to the conditions set forth in the offering
circular dated October 26, 2010 and the related letter of
transmittal.  As a result, Ford issued an aggregate 274,385,596
shares of Common Stock and paid an aggregate $533,502,725 in cash
premium payments, $14,309,927 in accrued and unpaid interest
payments and $1,721 for cash in lieu of fractional shares for such
tendered Convertible Notes on November 30, 2010.  After settlement
of the Conversion Offers, $24,996,000 aggregate principal amount
of the 2036 Convertible Notes and $882,743,000 aggregate principal
amount of the 2016 Convertible Notes remain outstanding.
Ford did not receive any cash proceeds as a result of the exchange
of Common Stock for the Convertible Notes, which Convertible Notes
have been retired and cancelled.

                  Debt Reduced by $12.8 Billion

Ford Motor on November 24 announced the results of conversion
offers that will reduce the company's Automotive debt by more than
$1.9 billion, further strengthening its balance sheet and lowering
annualized interest costs by about $180 million.

Including the conversion offers, the recent $3.6 billion
prepayment on VEBA Note B and net debt reductions over the first
nine months of 2010, Ford has reduced its Automotive debt by $12.8
billion this year, lowering its annualized interest costs by
nearly $1 billion.

"These successful conversion offers represent another significant
step toward our goal of reducing our Automotive debt and improving
our balance sheet," said Lewis Booth, Ford executive vice
president and chief financial officer.  "We had previously
said that even without the conversion offers, we expected our
Automotive cash to be about equal to Automotive debt by the end
of this year, well ahead of our earlier expectations.  With the
conversion offers, we will be clearly net cash positive by year-
end 2010."

Ford launched the conversion offers Oct. 26, 2010, offering to pay
a premium in cash to induce the holders of any and all of its
outstanding 4.25% Senior Convertible Notes due December 15, 2036
and 4.25% Senior Convertible Notes due November 15, 2016 to
convert their Convertible Notes into shares of Ford's common
stock.

The conversion offers each expired at midnight, New York City
time, Nov. 23, 2010.  As of the Expiration Date, $554 million
principal amount of the 2036 Convertible Notes and $1.992 billion
principal amount of the 2016 Convertible Notes were validly
tendered and accepted for purchase, according to information
provided by Computershare, Inc., the Exchange Agent with respect
to the conversion offers.  The carrying values of the tendered
notes on Sept. 30, 2010 were $399 million and $1.544 billion for
the 2036 and 2016 Convertible Notes, respectively.

This will result in the issuance of an aggregate of 274 million
shares of Ford's common stock and the payment of an aggregate of
$534 million in cash premiums on the expected settlement date of
Nov. 30, 2010. The cash premiums reflect in large part the present
value of the interest payments that would have been made on the
tendered 2036 and 2016 Convertible Notes to the first date on
which Ford could have terminated holders' conversion rights under
the Convertible Notes.  The shares of Ford common stock to be
issued on the settlement date with respect to the conversion
offers have been included in Ford's calculation of diluted
earnings per share since the beginning of the year.  In addition
to the shares of Ford common stock and cash premiums, Ford will
pay accrued and unpaid interest on tendered Convertible Notes for
the period from the last interest payment date to the settlement
date, which will total $14 million.

Upon settlement of the conversion offers, $25 million principal
amount and $883 million principal amount of the 2036 and 2016
Convertible Notes, respectively, will remain outstanding.  After
settlement, the carrying values of the remaining notes outstanding
will be $18 million and $688 million for the 2036 and 2016
Convertible Notes, respectively.

Holders of the 2036 Convertible Notes who validly tendered and did
not withdraw their Convertible Notes by midnight, New York City
time, on the Expiration Date and whose Convertible Notes were
accepted for purchase will receive, for each $1,000 principal
amount of the 2036 Convertible Notes converted, 108.6957 shares of
Ford's common stock, plus $190 in cash, plus the applicable
accrued and unpaid interest.

Holders of the 2016 Convertible Notes who validly tendered and did
not withdraw their Convertible Notes by midnight, New York City
time, on the Expiration Date and whose Convertible Notes were
accepted for purchase will receive, for each $1,000 principal
amount of the 2016 Convertible Notes converted, 107.5269 shares of
Ford's common stock, plus $215 in cash, plus the applicable
accrued and unpaid interest.

The conversion offers will result in a fourth quarter 2010 special
item charge of approximately $960 million reflecting the cash
premiums and non-cash losses for the tendered 2036 and 2016
Convertible Notes.

                         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.


FORD MOTOR: November Sales Up 24% from Last Year's
--------------------------------------------------
Ford Motor Company said consumer demand for its fresh lineup of
high-quality, fuel-efficient vehicles boosted November sales 24
percent versus a year ago, with 147,338 units sold.

Year-to-date, Ford, Lincoln and Mercury sales totaled
1.74 million, up 21% -- growing at double the overall industry
rate. Ford remains on track to gain market share for the second
year in a row -- a result not achieved since 1993.

"With our strongest-ever line of products, we're pleased to see
more signs the economy is growing and the demand for new vehicles
is increasing," said Ken Czubay, Ford vice president, U.S.
Marketing, Sales and Service.  "Ford's broad range of high-
quality, fuel-efficient vehicles is driving one of our best years
ever and positioning Ford to deliver improved results in the
future."

                         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.


FREDDIE MAC: Says Mortgage Servicers Triggered Foreclosure Crisis
-----------------------------------------------------------------
American Bankruptcy Institute reports that Fannie Mae and Freddie
Mac defended their role in the foreclosure crisis in prepared
testimony to Congress, while at least one federal regulator said
that the mortgage giants had contributed to the problem.

                          About Freddie Mac

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

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


FREDERICK BERG: Sale of MTR Expected to Net $4.3 Million
--------------------------------------------------------
The Seattle Times, citing papers filed with the court, reports
that the trustee Diana Carey in Frederick Darren Berg's chapter 11
case said the proposed sale of MTR Western, a luxury bus company
founded by Mr. Berg, would net about $4.3 million for creditors.

According to the trustee, the proposed purchase by GTO LLC calls
for a cash price of $4.25 million plus a one-year earn-out payment
of up to $1 million, offset by $500,000 in payments to certain
vendors.  GTO would also assume debts of $10.7 million secured by
the company's vehicles.

A person with knowledge of the sale said liquidating MTR Western
would be better deal for creditors, but the a bankruptcy judge
agreed to an expedited auction process, says the Times.

The judge authorized MTR Western to borrow $650,000 from GTO to
make payroll and lease payments, on top of $275,000 already
advanced by the proposed buyer.

                     About Frederick Berg

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

Mr. Berg was facing a suit for alleged failure to pay interest
payments to Meridian Group fund investors from whom Mr. Berg
raised at least $145 million.  Investors made an involuntary
Chapter 11 filing against four of the funds on July 8, 2010.


GAMETECH INT'L: Lenders Extend Forbearance Until January 31
-----------------------------------------------------------
GameTech International, Inc. and Bank of the West and U.S. Bank
National Association entered into a Second Amendment to
Forbearance Agreement and Fifth Modification to Loan Agreement on
September 15, 2010 pursuant to which the Lenders agreed to forbear
from exercising certain rights and remedies under the Company's
senior secured credit facility as a result of certain defaults
existing as of June 21, 2010.

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

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

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

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

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

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

The Sixth Amendment also contemplates that the cash balance of
$2,352,000 held in the Company's control account will be applied:
(i) to pay off the entire outstanding balance on the Company's
Line of Credit with Bank of the West, (ii) to pay deferred
interest accruing on the term note from June 15, 2010 until
October 31, 2010, and (iii) with the remainder used to pay down
the outstanding principal balance of the term loan.

The Sixth Amendment contains additional covenants that, among
other things: (i) permit the Company to retain twenty percent of
the net cash proceeds resulting from any sale or other disposition
of the Company's property outside the ordinary course of business;
and (ii) require the Company to continue to retain a consultant
that is acceptable to the Company and the Lenders.  In
consideration for the Company's Lenders entering into the Sixth
Amendment, the Company will pay U.S. Bank, as agent for the
Lenders, a forbearance fee in an aggregate amount of $129,632.

As November 24, 2010, the outstanding balance under the term loan
is $25,176,470 and the outstanding balance under the revolver is
$750,000.  The outstanding balance under the Company's term loan
continues to be subject to the Default Rate of 9.79%, and the
outstanding balance under the Company's revolver continues to be
subject to a Default Rate of 5.82%.

As of November 24, 2010, all of the defaults continue to remain
uncured.  While the Company does not expect to have adequate cash
to make the requisite payments on January 31, 2011 in accordance
with the Sixth Amendment, the Company is involved in ongoing
negotiations with its Lenders to further extend the Forbearance
Period, obtain waivers, or otherwise reach a satisfactory
agreement.  Although the Company remains optimistic that a
resolution can be reached with its Lenders, a failure to extend
the Forbearance Agreement, obtain waivers or reach a satisfactory
agreement in a timely manner will likely result in all amounts
outstanding under the current credit facility becoming immediately
due and payable, which could lead to the financial and operational
failure of the Company.

                    About GameTech International

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

According to the Troubled Company Report on November 4, 2010, the
Company received a letter from the Lender stating that the
forbearance period under the Company's line of credit expired on
October 31, 2010.  The letter further states that the Lender has
the immediate right to commence action against the Company,
enforce the payment of the note under the line of credit, commence
foreclosure proceedings under certain loan documents, and
otherwise enforce its rights and remedies against the Company.

While the Company continues to actively engage in discussions with
the Lender and is optimistic a resolution can be reached, there
can be no assurance that the Company will be able to further
extend the forbearance period, obtain waivers or reach a
satisfactory agreement with the Lender in a timely manner.

As of November 9, the Company has approximately $1.3 million
outstanding under the Line of Credit.  The outstanding balance
under the Company's Line of Credit is subject to the non-default
rate of 4.25%.


GAMETECH INT'L: R. Fedor Retires as Executive Chairman
------------------------------------------------------
GameTech International, Inc. founder Richard T. Fedor will retire
as Executive Chairman of the Board of Directors and as a member of
the GameTech International Board of Directors, effective as of
December 1, 2010.

"On behalf of the board of directors, our management team,
employees, and the company's shareholders, I want to thank Rich
for the fifteen plus years he has devoted to GameTech, and to
developing and promoting the interests and advancement of the
electronic bingo industry," said Bill Fasig, the company's
President and Chief Executive Officer.  I look forward to
continuing to work with Rich as a strategic consultant to the
company and to me."

While Mr. Fedor has resigned from the GameTech Board of Directors,
he will continue to be available to the company through a
transition period as a consultant and special advisor to the Chief
Executive Officer.

On November 18, 2010, GameTech International entered into a
Consulting, Separation, and Non-compete Agreement with Mr. Fedor
in connection with his resignation as Executive Chairman of the
Company and as a member of the Board of Directors.  The Company
said that Mr. Fedor's resignation is not as a result of any
disagreement with the Company regarding the Company's operations,
policies or practices.

Pursuant to the Agreement, Mr. Fedor will provide consulting
services to the Company for a period of three years.  During the
Consulting Period, Mr. Fedor will be compensated at the rate of
$120,000 per year and will be provided with medical insurance
benefits.  The Agreement includes a general release by Mr. Fedor
of all claims he may have against the Company, as well as non-
competition and non-solicitation provisions prohibiting Mr. Fedor
from competing with the Company or otherwise interfering with the
Company's business relationships for the duration of the
Consulting Period.  Following the Consulting Period, the Company
shall pay Mr. Fedor $60,000 annually and cover certain health
insurance premiums for the remainder of his life provided he
continues to comply with the non-compete and non-solicitation
provisions of the Agreement.

Commenting upon his retirement from the GameTech Board, Mr. Fedor
stated, "It has been an honor and a privilege to serve and help
lead this company over the past 15 years.  This is an outstanding
organization with tremendous opportunity down the road.  Even
though I will retire from the Board, I look forward to
contributing to GameTech in other positive ways.  I wish Bill, the
Board and all the employees of GameTech the best of success."

GameTech's Board of Directors has not yet appointed a succeeding
Chairman, which it plans to do in the near future.  As a result of
Mr. Fedor's resignation, the size of GameTech's Board of Directors
has been reduced to three directors, all of whom are considered
"independent" pursuant to the corporate governance rules of the
Nasdaq Global Market.

                   About GameTech International

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

According to the Troubled Company Report on November 4, 2010, the
Company received a letter from the Lender stating that the
forbearance period under the Company's line of credit expired on
October 31, 2010.  The letter further states that the Lender has
the immediate right to commence action against the Company,
enforce the payment of the note under the line of credit, commence
foreclosure proceedings under certain loan documents, and
otherwise enforce its rights and remedies against the Company.

While the Company continues to actively engage in discussions with
the Lender and is optimistic a resolution can be reached, there
can be no assurance that the Company will be able to further
extend the forbearance period, obtain waivers or reach a
satisfactory agreement with the Lender in a timely manner.

As of November 9, the Company has approximately $1.3 million
outstanding under the Line of Credit.  The outstanding balance
under the Company's Line of Credit is subject to the non-default
rate of 4.25%.


GARY BURIVAL: Pritchett Administrative Expense Claims Denied
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska denied two
applications for allowance of compensation and reimbursement as an
administrative expense priority claim filed by the estate of Rosie
Pritchett against the bankruptcy estates of the Burivals.

The Debtors signed a three-year lease with Rosie Pritchett on
March 23, 2007, for crop land, which lease required two payments,
$75,329 on April 1 and $90,799 on December 1.  Two days before the
second installment of the rent payment was due, the Debtors filed
for Chapter 11 bankruptcy protection.  The Debtors rejected the
lease on March 19, 2008.  Ms. Pritchett then filed a $90,799
administrative expense claim for the December payment, under
Section 365(d)(3) of the Bankruptcy Code, plus attorney fees and
costs.

On appeal, the Eighth Circuit Court of Appeals ruled that the full
amount of the postpetition, pre-rejection rent obligation of
$90,799 was an administrative expense claim owed to Ms. Pritchett,
along with interest and pre-rejection attorneys' fees.  Ms.
Pritchett's estate representative moved for allowance of an
administrative expense claim for reimbursement of $24,681 for
attorney fees and costs incurred between July 21, 2008, and March
10, 2010, in connection with the appeals to the Bankruptcy
Appellate Panel and the Eighth Circuit Court of Appeals.

According to Chief Bankruptcy Judge Thomas L. Saladino, Ms.
Pritchett's efforts on appeal to collect the rent due were
incurred after the Debtors rejected the lease.  He ruled that
while the fees and costs of those collection efforts flow from the
Debtors' failure to timely fulfill the lease obligations, they do
not come within the bounds of Section 365(d)(3).

A copy of the Bankruptcy Court's Order, dated November 24, 2010,
is available at http://is.gd/i5FhRfrom Leagle.com.

Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273).  William L. Needler, Esq., at William L.
Needler and Associates Ltd. represented the Debtors in their
restructuring effort.  The Debtors' schedules showed total assets
of $13,411,186 and total liabilities of $12,570,797.

Rick D. Lange was appointed Chapter 11 bankruptcy trustee for the
Debtors' estates, effective March 2, 2009, pursuant to an
application filed by the United States Trustee.


GARY PHILLIPS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gary Phillips Construction, LLC
        235 Allison Cove Trail
        Piney Flats, TN 37686

Bankruptcy Case No.: 10-53097

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Fred M. Leonard, Esq.
                  27 Sixth Street
                  Bristol, TN 37620
                  Tel: (423) 968-3151
                  E-mail: fredmleonard@earthlink.net

Scheduled Assets: $13,255,698

Scheduled Debts: $7,614,399

The petition was signed by Gary Phillips, sole member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Transit Mix Concrete Co., Inc.     --                     $120,274
P.O. Box 1275
Johnson City, TN 37605-1275

General Shale                      --                      $47,695
P.O. Box 71917
Chicago, IL 60694-1917

Braken Paving                      --                      $45,311
P.O. Box 926
Blountville, TN 37617

Sun Windows                        --                      $41,224
Lowes                              --                      $37,414
Bill and Angie Brown               --                      $20,000

Ferguson Enterprises, Inc.         --                      $18,000

Tim Phillips                       --                      $17,000

CES Electrical Supply              --                      $15,088
Summers Taylor                     --                      $14,224
Sherwin Williams                   --                      $10,775

31 W Insulation                    --                       $9,737

Preston McNees                     --                       $9,623

Public Drainage Supply             --                       $7,402

The Sign Factory                   --                       $7,345

A Grant Dunn                       --                       $6,500

Builders First Source              --                       $5,893

Volunteer Oil                      --                       $5,600

All Seasons Insulation             --                       $5,254

Norandex                           --                       $5,080


GEORGIA GULF: S&P Gives Positive Outlook; Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Georgia Gulf Corp. to positive from stable.  At the
same time, S&P affirmed its ratings, including its 'B' corporate
credit rating, on the company.

"The outlook revision reflects some improvement in the company's
operating performance and leverage-related credit metrics, and
S&P's expectation that Georgia Gulf will be able to at least
maintain its improved financial profile," said Standard & Poor's
credit analyst Paul Kurias.

The key ratio of funds from operations to total adjusted debt is
now healthier at 18% as of Sept. 30, 2010, from about 9% for the
corresponding period of the previous year.  Better operating
conditions and lower interest costs led to the improvement in
credit metrics.  Georgia Gulf also benefitted from lower debt
levels in 2010 following a restructuring of the company's debt in
2009 that included a debt for equity exchange.  Gradually
strengthening operating conditions have enabled the company to
maintain the improved results, including EBITDA of about
$190 million for the 12 months ended Sept. 30, 2010, from recent
trough levels of $158 million for the 12 months ended June 30,
2009.

S&P expects operating performance to continue to improve
gradually, especially given the outlook for a gradual recovery in
the housing market, a key source of demand for the company.
Still, S&P notes that demand for the company's products remains
susceptible to large supply additions by competitors, and that a
recent increase in PVC exports, which has offset weakness in
domestic demand, is dependent at least partly on continued access
to favorably priced purchased ethylene.

The ratings reflect Georgia Gulf's aggressive financial profile
and a weak business profile as an integrated player in a primarily
commodity business with some volatility in earnings and cash flow.


GEORGE VAN WAGNER: Ch. 7 Trustee Did Not Abandon Causes of Action
-----------------------------------------------------------------
The Hon. Patrick M. Flatley ruled that the trustee overseeing the
Chapter 7 case of George Van Wagner did not abandon potential
causes of action that could be asserted by the Debtor against any
party other than Paul Van Wagner, PVW Enterprises LLC, King Metro
Rentals Inc. or Quail Farms LLC.

The Debtor sought a declaration that his Chapter 7 Trustee
abandoned certain property to him when the Trustee settled
unrelated third-party litigation.

Upon review, the U.S. Bankruptcy Court for the Northern District
of West Virginia held that its order approving a settlement
agreement executed by the Trustee did not act to abandon the
property interests sought to be assumed by Mr. Van Wagner.

The Court-approved Settlement Agreement embodies the Trustee's
compromise of the Debtor's requests for relief in four pending
adversary proceedings.  Under the Agreement, the Trustee agreed to
accept $18,750 from Paul Van Wagner and his related companies in
relation to any claim asserted by the Debtor.  In return, the
Trustee agreed to abandon causes of action that could be asserted
against Paul Van Wagner, PVW Enterprises, King Metro or Quail
Farms.

Judge Flatley held that nothing in the Trustee's Settlement Motion
would alert a party that the Trustee was also seeking to abandon
unrelated litigious rights belonging to the Debtor's estate.

A copy of the Court's Memorandum Opinion, dated November 22, 2010,
is available at http://is.gd/i57ggat Leagle.com.

Mr. Van Wagner filed his individual Chapter 11 bankruptcy petition
(Bankr. N.D. W.Va. Case No. 08-435) on March 28, 2008.  The case
was converted to one under Chapter 7 on July 1, 2009.  Thomas H.
Fluharty was appointed as Mr. Van Wagner's Chapter 7 Trustee.


GLYNN PLACE Douglas Wilson Appointed as Receiver
------------------------------------------------
Douglas Wilson, owner of Douglas Wilson Companies, has been
appointed receiver for Glynn Place, a 196,000-square-foot regional
mall in Brunswick, Georgia.  Merchants include a mix of national,
regional and local retailers.  Anchors Sears, JCPenney, Belk and
Embassy Suites Hotel are not part of the receivership collateral.

"Our first priority is to stabilize the asset and conduct due
diligence to determine the best outcome for the mall," said
Douglas Wilson, CEO of Douglas Wilson Companies.  Wilson has been
appointed to manage and operate the mall and has continued the
engagement of Jones Lang LaSalle for management and leasing
services.

"Jones Lang LaSalle was chosen to lease and manage the property
because of its outstanding reputation in managing retail assets
and helping to increase net operating income," Wilson explained.
"Glynn Place is open for business, as usual, and we do not expect
any operational interruptions to the mall.  Consumers should find
their holiday shopping experience here as enjoyable as ever."

Based in San Diego, Calif., Douglas Wilson Companies operates six
offices around the United States, including Washington, D.C., Las
Vegas, Miami, Orlando and San Francisco.  To date, the company has
provided problem resolution for more than 600 projects involving
assets valued in excess of $12 billion.


GOODWILL INDUSTRIES: Files for Chapter 11 in Milwaukee
------------------------------------------------------
Goodwill Industries of Northern Wisconsin & Upper Michigan Inc.
filed for Chapter 11 protection on November 30, 2010 (Bankr. E.D.
Wis. Case No. 10-38904).

The Debtor estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.

The Debtor provides employment and training to people with
"barriers to employment."  It has three work centers, nine retail
stores, and a warehouse in nine communities in Michigan and
Wisconsin.


GRANT FOREST: Court Denies U.S.'s Motion to Vacate Tax Order
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware rejected the United States' request for the
bankruptcy court to reconsider and vacate an order dated May 11,
2010, entered in Grant Forest Products, Inc.'s Chapter 15 case.

The May 11 order recognized and enforced a Canadian court order
permitting Ernst & Young Inc. to file tax returns for two U.S.
subsidiaries of the Debtor.

The issues presented in the Motion to Reconsider are whether the
order violated Section 7421(a) of the Anti-Injunction Act, and
whether the order was appropriate under Section 101 of Chapter 15
of the Bankruptcy Code.

Judge Walsh explained that the Anti-Injunction Act provides that
"no suit for the purpose of restraining the assessment or
collection of any tax shall be maintained in any court by any
person, whether or not such person is the person against whom such
tax was assessed."  It is undisputed that the Monitor is currently
not liable for the Subsidiaries' tax obligations, and it has no
duty to sign and file the tax returns, Judge Walsh held.

Judge Walsh further noted that Chapter 15 of the Bankruptcy Code
is designed to promote cooperation between courts of the United
States and courts in other countries involved in cross-border
insolvency cases.  Judge Walsh ruled that he needs not decide
whether, under Chapter 15, tax policy is one of the "most
fundamental policies of the United States" so as to trigger
Section 1506's exception because the Order does not concern
legally required taxes.

The Internal Revenue Service can still collect the Subsidiaries'
taxes, if any are due, but it cannot do so from a party that is
not required to pay those taxes, Judge Walsh said. Thus, the Order
does not implicate this public policy, Judge Walsh determined.

A copy of the Bankruptcy Court's Opinion and Order, dated
November 23, 2010, is available at http://is.gd/i50Erfrom
Leagle.com.

Grant Forest Products Inc. is a closely held Canadian maker of
oriented strand board used in residential construction.

Alexander Morrison, Ernst & Young Inc., filed a Chapter 15
petition for Grant Forest (Bankr. D. Del. Case No. 10-11132) on
March 31, 2010.  Rafael Xavier Zahralddin-Aravena, Esq., at
Elliott Greenleaf, serves as counsel.

The petition estimated assets at $500 million to $1 billion and
debts at $100 million to $500 million.


GREAT ATLANTIC: Bobbi Gaunt Resigns from Board of Directors
-----------------------------------------------------------
Bobbie Gaunt resigned from the Board of Directors of The Great
Atlantic & Pacific Tea Company, Inc., on November 28, 2010.

              About The Great Atlantic & Pacific Tea

Montvale, N.J.-based The Great Atlantic & Pacific Tea Company
(NYSE Symbol: GAP) -- http://www.aptea.com/-- is a supermarket
chain.  The Company operates 428 stores in eight states and the
District of Columbia under the following trade names: A&P,
Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The
Food Emporium, Super Foodmart, Super Fresh and Food Basics.

The Wall Street Journal reported mid-October 2010 that A&P is
talking to financial advisors, including Lazard Ltd., Rothschild
Inc. and Moelis & Co., about reworking its debt-heavy balance
sheet.

The Company's balance sheet at September 11, 2010, showed
$2.531 billion in total assets, $3.211 billion in total
liabilities, $136.3 million in Series A redeemable preferred
stock, and a stockholders' deficit of $816.2 million.

To improve its performance and meet liquidity needs over the next
12 months, including the debt maturity of $165.0 million on June
15, 2011, the Company has completed the initial steps of a
comprehensive turnaround plan designed to strengthen liquidity and
improve operations.  As part of the liquidity initiatives, the
Company signed an agreement on September 3, 2010, for the sale of
seven non-core stores in Connecticut for $22.8 million expected to
close in early November.  The Company is also pursuing additional
financing through a new term loan, sale-leaseback transactions and
sales of additional non-core assets, as well as reviewing store
portfolio for additional opportunities.  The Company, however,
acknowledged in its quarterly report on Form 10-Q for the 12 weeks
ended September 11, 2010, that there is uncertainty regarding
whether it can complete all or a portion of these efforts and, if
these do not occur, there is substantial doubt about its ability
to continue as a going concern.


H2O DEVELOPMENT: Iwaszczenko's 2nd Suit v. Neales Dismissed
-----------------------------------------------------------
The Hon. Thomas S. Utschig dismissed a second adversary complaint
commenced by John Iwaszczenko, Jr., against Scott and Holly Neale,
contesting the dischargeability of his claim against the Neales.
The prior adversary proceeding was dismissed for failure to state
a cause of action.  The Neales moved to dismiss the second case
for similar reasons: namely, that the facts alleged in the
complaint do not support a cause of action under 11 U.S.C.
Sections 523(a)(2), 523(a)(6), or 727(a).

Mr. Neale was involved in the real estate business of H2O
Development Co. of Plover LLC, where Mr. Iwaszczenko invested a
large amount in 2005.  The Company filed for bankruptcy in 2008,
and Mr. Iwaszczenko filed a $865,473 claim in that case.  The
Neales subsequently filed their own bankruptcy case.  Mr.
Iwaszczenko alleged that the Neales have defrauded him.  Mr.
Neales asserted that he didn't guarantee the Company's obligations
and that he and Mr. Iwaszczenko were both investors in the Company
who both lost money when the project failed.

A copy of the Court's Memorandum Decision, dated November 18,
2010, is available at http://is.gd/i5q7Gat Leagle.com.

Based in Plover, Wisconsin, H2O Development Co. of Plover, LLC,
filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case No.
08-15829) on November 4, 2008.  The Debtor operates a sport
facility.  Claire Ann Resop, Esq. -- cresop@vonbriesen.com - at
von Briesen & Roper, s.c., in Madison, Wisconsin, served as H2O's
bankruptcy counsel.  The Debtor estimated $10 million to
$50 million in both assets and debts in its petition.


HAMTRAMCK, MI: State Won't Allow Chapter 9 Bankruptcy
-----------------------------------------------------
Melanie D. Scott, writing for the Detroit Free Press, reports that
Hamtramck City Manager Bill Cooper said the current administration
"made it clear that they won't allow us to declare bankruptcy."

According to the Free Press, Hamtramck officials are still
considering four loan options after meeting with current state
Treasury officials Monday, as well as future state Treasurer Andy
Dillon.

"On the one hand, the meeting was productive because there was a
lot of listening on both sides and clarifying positions, but the
end result is the current administration made it clear that they
won't allow us to declare bankruptcy," Mr. Cooper said, according
to the Free Press.

The Free Press relates the meeting came days after the legal
counsel to Gov. Jennifer Granholm informed city officials that she
has no power under Michigan law to issue an executive order
granting the city permission to file for bankruptcy.

According to the Free Press, in a letter dated Nov. 22, Steven
Liedel, legal counsel to the governor, issued a response to
Hamtramck City Attorney James Allen, stating, "There is absolutely
no precedent for an order of that nature under the state's current
constitutional framework."

As reported the Troubled Company Reporter on November 19, 2010,
Mike Wilkinson and Paul Egan, writing for The Detroit News, said
that the city of Hamtramck asked the state of Michigan for
permission to file for Chapter 9 bankruptcy protection.  "I'm
going to run out of money Jan. 31," said Hamtramck City
Manager Bill Cooper said Tuesday, according to Detroit News.

Unable to reach agreements with its unions and waging a court
battle with Detroit over millions in taxes from the General
Motors' Poletown plant, the city is staring at a $3 million
deficit it cannot solve, Detroit News said.


HANA BIOSCIENCES: Rebrands to Talon Therapeutics
------------------------------------------------
Effective December 1, 2010, Hana Biosciences Inc. changed its name
to Talon Therapeutics Inc.  The name change was effected pursuant
to Section 253 of the Delaware General Corporation Law by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company's new corporate Web site is http://www.talontx.com/
and, effective December 2, 2010, the trading symbol of the
Company's common stock on the OTC Bulletin Board was changed from
"HNAB.OB" to "TLON.OB."  The Company's common stock will trade
under a new CUSIP number (87484H 104).  Each holder of the
Company's common stock will be receiving a letter of transmittal
from the Company's transfer agent, Corporate Stock Transfer, Inc.,
which will explain the process by which stock certificates may be
exchanged for new certificates reflecting the Company's new name.
Such exchange is not mandatory.

                      About Hana Biosciences

Hana Biosciences, Inc., is a South San Francisco, California-based
biopharmaceutical company dedicated to developing and
commercializing new, differentiated cancer therapies designed to
improve and enable current standards of care.  The Company
currently has four product candidates in various stages of
development.

As reported in the Troubled Company Reporter on March 29, 2010,
BDO Seidman, LLP, in San Francisco, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency.

The Company's balance sheet as of June 30, 2010, showed
$39.3 million in total assets, $36.6 million in total liabilities,
$29.9 million in redeemable convertible preferred stock, and a
stockholders' deficit of $27.2 million.


IKARIA INC: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Clinton, N.J.-based Ikaria Inc.  At the
same time, S&P affirmed its 'BB' issue-level and '1' recovery
rating on Ikaria Acquisition Inc.'s $290 million senior secured
bank credit facility.  S&P's rating outlook is revised to stable
from positive.

"The speculative grade ratings on Ikaria overwhelmingly reflect a
weak business risk profile, exhibited by the company's heavy
reliance on one product, INOmax (nitric oxide for inhalation) and
its limited scale," said Standard and Poor's credit analyst
Michael Berrian.  Ikaria's aggressive financial risk profile
further reflects high adjusted leverage and the potential for
debt-financed acquisitions or dividends.

Ikaria's weak business risk profile reflects its narrow business
focus whereby all of the company's revenues and profitability come
from its INOTherapy offering.  This high concentration makes
Ikaria susceptible to potential changes in the competitive
landscape for INOmax and its uses, such as alternative drugs and
treatments, patent expiration, or pricing pressures.  S&P views
unforeseen alternative therapies as the single largest threat to
Ikaria.  The market acceptance of INOmax would imply a superior
position to alternative therapies; however, many of those drugs
are used on an off-label basis, making it difficult to determine
their market share.  While Ikaria has an established position
relative to the current alternatives, and S&P is not aware of the
development of any superior technologies, the company's
performance remains highly subject to INOmax competitive threats.
There are few alternative therapies for neonate persistent
pulmonary hypertension, which is a component of hypoxic
respiratory failure, and the other treatments are either highly
invasive or off-label.  However, on-label revenue for HRF
treatment is only 20% of total sales.  Off-label use of INOmax
provides some diversity and accounts for the remaining 80% of
total sales; any near-term shift to a higher percentage of on-
label revenue is unlikely, given that clinical trials for
indications such as bronchopulmonary disease are not expected to
be completed until 2013.  Separately, Lucassin, a critical care
product acquired by the company in 2008 for the treatment of
kidney failure in patients with late-stage liver cirrhosis, is
currently going through one additional phase III trial, not
expected to be completed until 2012.


IMAGEWARE SYSTEMS: Issues $2-Mil. in 2-Year Unsec. Conv. Notes
--------------------------------------------------------------
On November 24, 2010, Imageware Systems Inc. issued a two year
unsecured convertible 6% note in the amount of $2.0 million to
Neal Goldman, a current shareholder and note holder.  The
Convertible Note is convertible into common shares at $0.50 per
share.  The company issued Mr. Goldman warrants to purchase 5.0
million shares of common stock with a strike price of $0.50 as
part of the transaction.

The Company will use the $2.0 million net proceeds for general
working capital and to fund the November 30, 2010 installment
payment required under an agreement with BET Funding LLC relative
to the Company's secured promissory note dated February 12, 2009.

On November 24, 2010 the Company and Neal Goldman entered into an
agreement whereby Mr. Goldman on or before December 28, 2010 will
provide the Company with a line of credit of up to $1.5 million on
the same terms as the Convertible Note.  Any funds drawn on the
line will be used toward the final payment due December 30, 2010
on the BET Funding Note.

The Company has agreed to convert Mr. Goldman's Convertible Notes
and the Line from unsecured to fully secured upon the pay off and
termination of the BET Funding LLC Note.  In addition, upon the
termination of the BET Funding LLC Note, Mr. Goldman will have
the right to appoint up to two members on the Company's Board of
Directors.  The Company has also agreed to hold a special
shareholder meeting as soon as is practical in order to authorize
the additional shares of common stock underlying the warrants and
conversion features.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                           *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.


INOVA TECHNOLOGY: Shares Resume Trading at OTCBB
------------------------------------------------
Inova Technology said that its shares have resumed trading on the
OTCBB.  The Company previously ceased trading on the OTCBB as a
result of a lack of market makers making a market in the Company's
stock on the OTCBB. It was not due to late filings or an inability
to meet any other reporting obligations.  The Company has
maintained timely filings and met all of its SEC obligations prior
to and during the period where the Company's stock ceased trading
on the OTCBB.

"Inova is a fully SEC reporting and trading entity so we are very
happy to resume trading on the OTCBB," said CEO, Mr. Adam Radly.
Radly added, "We hope that the OTCBB listing combined with the
continuing success of our business operations will generate more
interest and liquidity in our stock for our shareholders".

"We're continuing to focus on winning new business and
implementing projects on time and on budget for our customers,"
said Mr Radly.  Mr Radly also confirmed that Inova will provide
regular updates regarding its projects and backlog as it continues
to grow.

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at July 31, 2010, showed
$11.86 million in total assets, $16.72 million in total
liabilities, and a stockholders' deficit of $4.86 million.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INTERGRAPH CORP: S&P Withdraws 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'B+' corporate credit rating, on Hunstville, Ala.-
based Intergraph Corp.

Hexagon AB, a Swedish company, recently acquired the company and
all rated debt has been repaid.


INTEGRATED FREIGHT: Issues 2.4 Million Shares to Seaside
--------------------------------------------------------
Integrated Freight Corporation issued 2,400,000 shares of its
common stock and 2,400,000 common stock purchase warrants to
Seaside 88, LP, an institutional investor, for an aggregate price
of $960,000 on November 29, 2010.  The common stock purchase
warrants are exercisable for five years at a price of $0.75, and
contain a "cashless" exercise feature.

National Securities Corp. acted as the placement agent.
Integrated Freight said it paid a placement agent fee of $94,000
in cash and 150,000 common stock purchase warrants exercisable for
five years at a price of $0.75, and contain a "cashless" exercise
feature.

                     About Integrated Freight

Integrated Freight Corporation, formerly Plagraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On August 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
August 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


IPOF FUND: Court Extends Trading Restrictions Until March 1
-----------------------------------------------------------
Innotrac Corporation updated its previous announcement regarding
the restriction placed on the trading of Company stock in the IPOF
Fund, L.P., administered by the receiver appointed by the United
States District Court in Cleveland, Ohio.  The Court has extended
the period during which financial institutions holding Company
stock owned by the IPOF Fund, Mr. Dadante or Dadante-related
entities are restricted from trading any of these shares as
defined in the Court's prior orders until March 1, 2011.

Innotrac Corporation (Nasdaq: INOC) -- http://www.innotrac.com/--
founded in 1984 and based in Atlanta, Georgia, is a full-service
fulfillment and logistics provider serving enterprise clients and
world-class brands.  The Company employs order processing and
warehouse management technology and operates seven fulfillment
centers and one call center in six cities spanning all time zones
across the continental United States.

                       *     *     *

As reported in the Troubled Company Reporter on January 8, 2010,
Innotrac Corporation on January 4, 2010, received a letter from
The NASDAQ Stock Market providing notice that it had not
maintained the continued listing standard for the minimum market
value of publicly held shares of $5 million.  MVPHS is the market
value of the Company's publicly held shares, which is calculated
by subtracting all shares held by officers, directors or
beneficial owners of 10% or more of the total shares outstanding.
Approximately 2.4 million, or 19% of Innotrac's total 12.6 million
outstanding shares are included in the MVPHS calculation for the
Company.


IRONGATE FARM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Irongate Farm, LLC
        16336 Strollaway Road
        Charlotte, NC 28278

Bankruptcy Case No.: 10-33577

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: George Hicks Sperry, Jr., Esq.
                  LAW OFFICE OF GEORGE H. SPERRY JR.
                  11111 Carmel Commons Boulevard, Suite 110
                  Charlotte, NC 28226
                  Tel: (704) 544-7003
                  Fax: (704) 544-7006
                  E-mail: gsperry@sperrylaw.net

Scheduled Assets: $4,300,000

Scheduled Debts: $1,450,000

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

The petition was signed by Robert C. Yon, Sr., member.


KH FUNDING: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KH Funding Company
        10801 Lockwood Drive, Suite 370
        Silver Spring, MD 20901

Bankruptcy Case No.: 10-37371

Chapter 11 Petition Date: December 3, 2010

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

Judge: Thomas J. Catliota

Debtor's Counsel: Lawrence Coppel, Esq.
                  233 E. Redwood Street
                  Baltimore, MD 21202
                  E-mail: lcoppel@gfrlaw.com

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

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

The petition was signed by Robert L. Harris, president.

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Wells Fargo Bank, N.A., Trustee     --                 $38,151,788
45 Broadway, 12th Floor
New York, NY 10006

Law Debenture Trust Company, Trustee--                  $1,321,006
400 Madison Avenue
New York, NY 10017

Patrick Shane Moore                 --                    $366,900
1307 Wiley Oak Drive
Jarrettsville, MD 21084

PSM Properties, LLC                 --                    $293,550
1307 Wiley Oak Drive
Jarrettsville, MD 21084

Boardwalk 2001, LLC                 --                    $261,574
825 N. Charles Street
Baltimore, MD 21201

Department of Treasury - Penalty    Penalty Fees           $82,541
Fees

BB&T Bankcard Corporation           Credit Card            $45,713

O'Malley, Miles, Nylen and Gilmore, Legal Services         $31,188
P.A.

Stegman & Company                   Accounting Services    $30,199

Zaico Realty Inc.                   Rent                    $9,537

Law Office of Sari Karson Kurland   Legal Services          $8,883

AAL                                 Accounting Services     $5,994

Anderson & Quinn, LLC               Legal Services          $4,040

Protective Life Insurance Co.       Insurance               $1,708

Law Offices of Timothy Guy Smith    Legal Services          $1,100


KRISPY KREME: Posts $2.39-Mil. Profit in 3rd Quarter
----------------------------------------------------
Krispy Kreme Doughnuts Inc. reported financial results for the
third quarter of fiscal 2011, ended October 31, 2010.  Net income
was $2.39 million compared to a net loss of $2.388 million, in the
third quarter last year.

The Company reported $168.65 million in total assets,
$37.30 million in total current liabilities, $34.77 million in
long-term debt, $20.47 million in other long-term obligations, and
stockholders' equity of $76.10 million.

For the third quarter ended October 31, 2010, revenues increased
7.9% to $90.2 million from $83.6 million.  Year-over-year revenue
increases were generated in all four business segments.

"We delivered a strong performance in the third quarter,
characterized by revenue growth, a significant increase in
consolidated operating income, and a positive bottom line for the
fourth consecutive quarter.  Higher sales by Company and franchise
shops drove profit improvements in the KK Supply Chain segment,
and our International Franchise business continued to exceed our
expectations.  Company Stores continued its impressive track
record of positive same store sales, although there is much more
work to be done to restore our largest business segment to
consistent profitability.  We are devoting considerable attention
toward this critical objective and over time, expect that the
sales growth we are experiencing will more positively impact
overall results," said Jim Morgan, the Company's President and
Chief Executive Officer.

                              Outlook

"In our second quarter earnings release on September 2, 2010, we
communicated our expectation for fiscal 2011 operating income,
exclusive of impairment charges and lease termination costs, of
between $13 million and $17 million.  Based on our third quarter
results, which exceeded our expectations, and other current
information, our current fiscal 2011 outlook for consolidated
operating income, exclusive of impairment charges and lease
termination costs, is between $17 million and $20 million," Mr.
Morgan continued.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?7081

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7082

                        About Krispy Kreme

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

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

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

                          *     *     *

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


LALIT PATEL: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Lalit Roajibhai Patel
                 aka Lalit R. Patel
                     Lalit Patel
                     LalitKumar R Patel
               Pratibha Lalit Patel
               9213 Homestretch Court
               Laurel, MD 20723

Bankruptcy Case No.: 10-37447

Chapter 11 Petition Date: December 3, 2010

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

Judge: Robert A. Gordon

Debtors' Counsel: Augustus T. Curtis, Esq.
                  COHEN, BALDINGER & GREENFELD, L.L.C.
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: augie.curtis@cohenbaldinger.com

Scheduled Assets: $505,279

Scheduled Debts: $1,861,859

A list of the Joint Debtors' 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb10-37447.pdf


LANGUAGE LINE: Moody's Affirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family
Rating of Language Line Holdings, LLC after the downsizing
of its proposed second lien credit facility from $250 million
to $175 million.  Concurrently, Moody's affirmed the B3 rating
on the proposed $175 million second lien credit facility and
assigned a Ba3 rating to a new first lien credit facility.
Language Line, LLC and Tele-Interpreters Acquisition LLC
(wholly-owned subsidiaries of Language Line) are expected to be
co-borrowers under the first and second lien credit facilities.
Moody's withdrew the SGL-2 Speculative Grade Liquidity of Language
Line because the company is not required to file periodic
quarterly reports with the Securities and Exchange Commission.
The rating outlook remains stable.

The net proceeds from the new first and second lien term loans
together with about $100 million of balance sheet cash are
expected to be used to repay all of Language Line's existing
indebtedness and to redeem all of its outstanding preferred stock.

These rating actions were taken (assessments revised):

  -- Assigned $525 million first lien term loan B due 2015, Ba3
     (LGD 3, 37%)

  -- Assigned $50 million first lien revolver due 2015, Ba3 (LGD
     3, 37%)

  -- Affirmed $175 million second lien term loan (downsized from
     $250 million) due 2016, B3 (to LGD 5, 89% from LGD 5, 87%)

  -- Affirmed Corporate Family Rating, B1

  -- Affirmed Probability of Default Rating, B1

  -- Withdrew Speculative Grade Liquidity Rating, SGL-2

These ratings are expected to be withdrawn upon the closing of the
refinancing:

  -- $50 million first lien revolver due 2014, Ba3 (LGD 3, 33%)
  -- $525 million first lien term loan B due 2015, (LGD 3, 33%)

                        Ratings Rationale

The B1 Corporate Family Rating reflects a relatively small revenue
base, pro forma credit protection measures that are broadly in
line with the rating category, and a moderate decline in financial
performance during the nine months ended September 30, 2010 after
a strong period of growth from 2006 to 2009.  Financial
performance thus far in 2010 was pressured by lower levels of
business activity at company clients and a loss of certain
business to competitors and in-house solutions.  The ratings
continue to be supported by the company's leading market position
in the over-the-phone interpretation segment, a broad customer
base, and favorable long term growth prospects driven by
immigration, government regulation and ethnic marketing.  The
ratings are constrained by price competition from smaller
competitors, the potential for certain clients to shift to in-
house solutions and the risk that the financial sponsor will seek
to add leverage and extract dividends from the company over the
medium term.  The first and second lien credit agreements,
however, are expected to limit the company's ability to incur
additional leverage and pay dividends.

The stable outlook anticipates modest revenue and EBITDA growth
over the next year, with growth in billed minutes partially offset
by modest declines in average pricing.

The ratings could be pressured if the competitive environment
intensifies resulting in further declines in revenue and
profitability over the next year.  A debt financed dividend
transaction could also pressure the ratings.  The ratings could be
downgraded if Debt to EBITDA and free cash flow to debt are
sustained at over 6 times and less than 5%, respectively.

Moody's does not anticipate upgrading the rating in the medium
term unless Moody's get comfortable that Language Line is
committed to maintaining a conservative capital structure.  A de-
levering initial public offering combined with solid top and
bottom line growth could lead to upward rating momentum.

Headquartered in Monterey, California, Language Line Holdings,
LLC, provides over-the-phone interpretation services from English
into more than 170 different languages.  The company is controlled
by ABRY Partners, LLC and reported revenues of about $281 million
in the twelve month period ending September 30, 2010.


LANGUAGE LINE: S&P Assigns 'B+' Rating on Debt Offering
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to the
proposed debt offering of Language Line Holdings LLC's operating
subsidiary, Language Line LLC.  Language Line intends to put in
place a $575 million first-lien credit facility, consisting of a
$50 million revolving credit facility and a $525 million term loan
B.  S&P assigned the new first-lien facilities a preliminary
issue-level rating of 'B+' (at the same rating as S&P's 'B+'
corporate credit rating on the parent holding company).  The
preliminary recovery rating on this debt is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

In addition, Language Line intends to execute a second-lien
facility, to which S&P assigned a preliminary rating on Oct. 27,
2010.  The size of the second-lien facility has been reduced to
$175 million from the original proposal of $250 million.  S&P's
preliminary issue-level rating on the second-lien facility remains
at 'B-' (two notches lower than the 'B+' corporate credit rating).
The preliminary recovery rating remains at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.  The company plans to use the borrowings from the
new facility and cash on the balance sheet to refinance the
existing first-lien credit facility, redeem preferred stock, and
repay a note maturing this year.

The 'B+' corporate credit rating on Monterey, Calif.-based over-
the-phone interpretation provider Language Line reflects S&P's
expectation that the company's financial policy will remain
aggressive and that leverage will remain high.  It also reflects
the company's vulnerability to clients moving their translation
services in-house and continued pricing pressure in the over-the-
phone interpretation market.

The rating outlook is negative.  Although the company will have
new covenants under the new facilities, which will increase its
margin of compliance, leverage remains high and operating
performance has been weak.  In the third quarter ended Sept. 30,
2010, revenue and EBITDA (excluding the impact of equity-based
compensation expense/credit and costs related to the company's S-1
filing) declined by 5.2% and 1.5%, respectively, because of a
large client moving a portion of its Spanish-to-English
interpretation minutes in-house and the loss of a different client
in the third quarter last year.

S&P could review the rating for a downgrade if the company's
margin of compliance with financial covenants declines to 10%
under the newly proposed covenants, if leverage approaches 6.5x,
and if the company's liquidity is reduced.  Factors that could
contribute to such a scenario include declines or slower growth in
OPI minutes and/or higher-than-expected deterioration of average
rate per billed minutes due to the weak economy.  Other such
factors include client negotiating pressure, customers moving
translation services in-house or to competitors, and customer
consolidation.  S&P would view a deterioration of credit metrics
or liquidity due to revenue declines or client losses as more
problematic for the rating, especially if S&P becomes convinced
that such a trend could continue.  S&P could revise the outlook
back to stable if the company resumes EBITDA growth (without any
benefit from equity compensation credits), reduces leverage, and
maintains an adequate cushion of covenant compliance.

                          Ratings List

                   Language Line Holdings LLC

        Corporate Credit Rating             B+/Negative/--

                        Language Line LLC

          $50M revolv credit fac              B+(prelim)
            Recovery Rating                   3(prelim)
          $525M term loan B                   B+(prelim)
            Recovery Rating                   3(prelim)


LDK SOLAR: Issuing $300 Million of Convertible Senior Notes
-----------------------------------------------------------
In a Form T-3 filing with the Securities and Exchange Commission
on November 24, 2010, LDK Solar Co., Ltd., disclosed that it
intends to offer a $300,000,000 worth of 4.75 Convertible Senior
Notes due 2013 pursuant to an Indenture, to be effective as of the
Date of the closing of the Exchange Offer, by and between the
Company and The Bank of New York Mellon, as Trustee.

The New Notes will be executed by the Company by either of its
Chairman of the Board, Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, any Executive Vice President or
the Secretary.  The signature of any of these officers on the
Securities may be manual or facsimile.  Upon proper delivery of
the New Notes to the Trustee for authentication, the Trustee shall
authenticate and deliver such securities.  There will be no
proceeds to the Company resulting from issuance of the Notes.

The Indenture will cease to be of further effect if (a) either (i)
all outstanding New Notes have been delivered to the Securities
Agent for cancellation or (ii) all outstanding New Notes have
become due and payable at their scheduled maturity or upon
Repurchase at Holder's Option, Redemption or Repurchase Upon
Fundamental Change, and in either case the Company irrevocably
deposits, prior to the applicable due date, with the Paying Agent
cash sufficient to pay all amounts due and owing on all
outstanding Securities on the Maturity Date or Redemption Date or
Fundamental Change Repurchase Date, as the case may be and (b) the
Company pays to the Trustee and the Securities Agent all other
sums payable under the Indenture by the Company.

                         About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/--
manufactures photovoltaic products and multicrystalline wafers.
LDK Solar's headquarters and manufacturing facilities are located
in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China.  LDK Solar's office in the United
States is located in Sunnyvale, California.

The Company's balance sheet at December 31, 2009, showed
US$4.384 billion in assets, US$3.507 billion of liabilities, and
US$876.9 million of stockholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter-Asia Pacific on
July 6, 2010, LDK Solar said in its annual report on Form 20-F for
the year ended December 31, 2009, that at yearend, the Company had
a working capital deficit of US$833.6 million and an accumulated
deficit of US$32.8 million.  The Company said, "During the year
ended December 31, 2009, we incurred a net loss of US$234.2
million [attributable to LDK Solar Co., Ltd. shareholders].  As of
December 31, 2009, we had cash and cash equivalents of US$384.8
million, most of which are held by subsidiaries in China.  Most of
our short-term bank borrowings and current installments of our
long-term debt totaling US$978.6 million are the obligations of
these subsidiaries.  We may also be required by the holders of our
convertible senior notes to repurchase all or a portion of such
convertible senior notes with an aggregate principal amount of
US$400.0 million on April 15, 2011.  These factors initially
raised substantial doubt as to our ability to continue as a going
concern.  We are in need of additional funding to sustain our
business as a going concern, and we have formulated a plan to
address our liquidity problem."

The Company cautioned that "we cannot assure you that we will
successfully execute our liquidity plan.  If we do not
successfully execute such plan, we may have substantial doubt as
to our ability to continue as a going concern."


LEVITT AND SONS: Judge Grants Class Certification to Investors
--------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has granted class
certification to investors suing the parent company of Levitt and
Sons LLC on allegations that the Company made false statements to
boost its stock price before filing for bankruptcy.

                        About Levitt & Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso,
Esq., at Berger Singerman, P.A., represented the Debtors in their
bankruptcy cases.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, was not included in the bankruptcy filing.

Judge Raymond B. Rays confirmed Levitt & Sons' liquidating Chapter
11 plan in February 2009.


LUCIA BEACH: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lucia Beach VIllas Inc.
        Playa Lucia
        P.O. Box 397
        Yabucoa, PR 00767
        Tel: (787) 266-1111

Bankruptcy Case No.: 10-11377

Chapter 11 Petition Date: December 3, 2010

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

Debtor's Counsel: Andres Garcia Arregui, Esq.
                  Isabel M. Fullana, Esq.
                  GARCIA ARREGUI & FULLANA
                  252 Ponce De Leon Avenue, Suite 1101
                  San Juan, PR 00918
                  Tel: (787) 766-2530
                  Fax: (787)-75607800
                  E-mail: garciarr@prtc.net
                          analluf@prtc.net
                          isabelfullana@gmail.com

Scheduled Assets: $144,473

Scheduled Debts: $2,959,382

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb10-11377.pdf

The petition was signed by Gary T. Pollard, president.


MACATAWA BANK: C. Hankinson Discloses Non-Ownership of Securities
-----------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
November 24, 2010, Craig A. Hankinson disclosed that he does not
own any securities of the Macatawa Bank Corp.  Mr. Hankinson
serves as Senior Vice President and Chief Credit Officer of the
Company.

                        About Macatawa Bank

Headquartered in Holland, Michigan, Macatawa Bank Corporation
(Nasdaq: MCBC) is the parent company for Macatawa Bank.  Through
its banking subsidiary, the Company offers a full range of
banking, investment and trust services to individuals, businesses,
and governmental entities from a network of 26 full service
branches located in communities in Kent County, Ottawa County, and
northern Allegan County.

The Company's balance sheet at September 30, 2010, showed
$1.61 billion in total assets, $1.54 billion in total liabilities,
and stockholders' equity of $67.0 million.

As reported in the Troubled Company Reporter on April 7, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company incurred significant net losses in 2009 and
2008, primarily from higher provisions for loan losses and
expenses associated with the administration and disposition of
non-performing assets at its wholly owned bank subsidiary Macatawa
Bank.


MARSICO HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has confirmed the Caa3 corporate family
rating and Caa2 senior secured bank facilities ratings of Marsico
Holdings, LLC, following successful completion of the debt
restructuring offer.  The outlook on the rating has been changed
from rating under review for possible downgrade to stable.
Marsico Holdings, LLC, is a newly created entity and is the
designated borrower under the bank credit facility and has
effectively assumed repayment responsibilities from Marsico Parent
Company, LLC.

At the same time Moody's has withdrawn the Ca/stable ratings on
$600 million senior subordinated OpCo notes as the obligation is
no longer outstanding following the exchange offer in which 100%
of the notes were tendered.  Moody's will not be rating the
$600 million of new notes issued by Marsico Holdings, LLC in the
exchange.

Moody's has also withdrawn the C/stable rating on Holdco notes
issued by Marsico Parent Holdco, LLC, which were substantially
extinguished as a result of the restructuring.  Approximately 98%
of the Holdco notes were tendered in the exchange offer, for
slightly less than a 16% equity stake in Marsico Holdings, leaving
approximately $11 million of the $567 million issue remaining
outstanding.  Please refer to Moody's Withdrawal Policy on
Moodys.com.

In confirming the Caa ratings and changing the outlook to stable,
Moody's acknowledges the removed uncertainty associated with the
execution of the restructuring as well as reduced overall debt
levels, cash interest, and amortization requirements of junior
stakeholders as well as a greater cushion relative to financial
covenants on its bank debt.

However, Moody's remains concerned about the weak financial
profile of Marsico with the debt/EBITDA ratio of 10x and EBITDA/
interest coverage of 1x as well as the persistent net redemptions
due to its focus on growth equities which remains out of favor
with investors.  In addition to weak financials, Moody's views the
undiversified nature of Marsico's business model as a growth stock
asset manager, as well as the key man risk with Tom Marsico being
CEO, chief investment officer and co portfolio manger as potential
concerns.

Marsico Holdings, LLC, is the new indirect parent of Marsico
Capital Management, LLC, and Marsico Fund Advisors, LLC.  Marsico
Capital Management is a Denver-based asset management firm
offering investment services to institutional and retail
investors.  The last rating action was taken on October 13, 2010,
when Moody's downgraded the ratings of Marsico Parent Company,
LLC's senior secured bank facilities to Caa2 from Caa1and put them
on review for further downgrade.  In addition, the rating of
Marsico Parent Holdco, LLC's senior notes was downgraded to C from
Ca with a stable outlook.  In the same rating action, Moody's also
put the Caa3 corporate family rating of Marsico Parent on review
for possible downgrade.  Moody's affirmed Marsico Parent's senior
unsecured notes at Ca and changed the outlook to stable from
negative


MASSOUMEH VALANEJAD: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Massoumeh "Azy" Valanejad
        105 Mirrorlake Court
        Cary, NC 27513

Bankruptcy Case No.: 10-09934

Chapter 11 Petition Date: December 2, 2010

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

Judge: J. Rich Leonard

Debtor's Counsel: William E. Brewer, Jr., Esq.
                  THE BREWER LAW FIRM
                  311 East Edenton Street
                  P.O. Box 27567
                  Raleigh, NC 27611-7567
                  Tel: (919) 832-2288
                  Fax: (919) 834-2011
                  E-mail: dleggett@williambrewer.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 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb10-09934.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Iris Enterprises, Inc.                10-06403            08/10/10


MEDICOR LTD: Implements Plan with 26% for Secured Lenders
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MediCor Ltd. last week implemented the liquidating
Chapter 11 plan that the bankruptcy court in Delaware approved in
a Nov. 9 confirmation order.

Mr. Rochelle relates that according to the disclosure statement,
the plan is expected to pay 26% to secured lenders on their claims
totaling $57.1 million.  For their unsecured deficiency claims,
the recovery was said to be "speculative" recoveries from
litigation.  General unsecured creditors, whose claims will range
from $4 million to $22 million, were projected to have a recovery
of 5.3% to 29.3% from splitting almost $1 million cash plus the
fruits of lawsuits.

According to Mr. Rochelle, the Plan carries out a previously
reached settlement with the Nevada state court receiver for
Southwest Exchange Inc. who was claiming a constructive trust over
company funds on behalf of his creditors. The receiver took home
$3.95 million and waived other claims.

                       About Medicor Ltd.

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The Company and seven of its affiliates filed for Chapter 11
protection on June 29, 2007 (Bankr. D. Del. Lead Case No. 07-
10877) to effectuate the orderly marketing and sale of their
business.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig, LLP, represent the Debtors' as
Delaware counsel.  The Debtors engaged Alvarez & Marsal North
America, LLC as their restructuring advisor.  David W. Carickhoff,
Jr., Esq., at Blank Rome LLP represents the Official Committee of
Unsecured Creditors as counsel.  In its schedules of assets and
debts, MediCor Ltd. disclosed total assets of $96,553,019, and
total debts of $158,137,507.

MediCor completed the sale of the assets in May 2008 for $51.5
million. The net proceeds from the sale were approximately $45.5
million at the time.


MEDSCI DIAGNOSTICS: Court Affirms Validity of SIF Contract
----------------------------------------------------------
Judge Enrique S. Lamoutte of the United States Bankruptcy Court
for the District of Puerto Rico denied the State Insurance Fund
Corporation's motion for reconsideration of the Court's ruling on
the validity of the contract between the SIF and MEDSCI
Diagnostics, Inc.  The Court also reaffirmed its decision that the
Contract is not null and void.

On June 6, 2010, MEDSCI sued for damages resulting from the
Defendant's breach of contract.  On June 14, the Plaintiff filed
an urgent motion for turn over of property and injunctive relief.
The Court subsequently entered a bench ruling denying the request
to dismiss the adversary proceeding on grounds that the Contract
is null and void for the reasons stated in open court, among other
rulings.

At the hearing held on July 7, 2010, the Court granted the SIF
five days to supplement the motion for reconsideration filed on
that same date.  The SIF submitted that the only issue the Court
needs to address in determining whether the Contract is null and
void is whether any of the services provided required a
professional medical license.

The Court maintained that it does not take that limited
perspective in analyzing the issue.  The Court agreed that a
corporation that is not a professional services corporation may
not, as a corporation, perform professional services like those
requiring a professional medical license.  If a contract so
provides, then it is null and void under Puerto Rico law.

Judge Lamoutte maintained, however, that a contract that allows a
corporation to perform professional services through a duly
licensed professional is a valid contract, and that is the
contract before the Court.  Judge Lamoutte ruled that the Contract
between the SIF and MEDSCI is not null and void, and consequently,
there is a valid contract between the parties and each party must
comply with its terms.

The case is Medsci Diagnostics, Inc., v. State Insurance Fund
Corp., through its Administrator Zoime Alvarez Rubio, et al., Adv.
Pro. No. 10-0094 (Bankr. D. P.R.).  A copy of the Court's Opinion
and Order, dated November 24, 2010, is available at
http://is.gd/i5FfAfrom Leagle.com.

San Juan, Puerto Rico-based Medsci Diagnostics, Inc., filed for
Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D. P.R.
Case No. 10-04961).  Edgardo Munoz, Esq., at Edgardo Munoz, PSC,
assists the Debtor in its restructuring effort.  The Company
disclosed $57,900,732 in total assets and $6,770,211 in total
debts in its schedules.


METRO-GOLDWYN-MAYER: Expects to Emerge from Ch. 11 Mid-December
---------------------------------------------------------------
Metro-Goldwyn-Mayer Inc. disclosed late last week that the U.S.
Bankruptcy Court for the Southern District of New York has
approved the company's "pre-packaged" plan of reorganization,
clearing the way for MGM and its subsidiaries to emerge from
Chapter 11 in short order.  In confirming the Plan, Judge Stuart
M. Bernstein found that it satisfied the various requirements of
the U.S. Bankruptcy Code.

MGM expects the Plan to become effective by mid-December, once the
conditions of effectiveness have been met.  Upon its emergence,
the Company's secured lenders will exchange approximately $5
billion, including accrued interest and fees, for most of the
equity in MGM.  MGM will be led by Gary Barber and Roger Birnbaum,
who will serve as Co-Chairman and Chief Executive Officers of MGM
Inc.  MGM previously received approval, on November 12, 2010, from
the Court on its motion to retain JPMorgan Chase to arrange $500
million in exit financing to fund operations, including production
of a new slate of films and television series, and expects to have
that exit financing funded by mid-December.

Because MGM's plan had overwhelming support of creditors, the
hearing was essentially a formality, combining a hearing on the
adequacy of the company's disclosure statement with a hearing on
the confirmation plan itself, The Wall Street Journal reported.

MGM's lawyer, Jay Goffman, Esq., at Skadden Arps Slate Meagher &
Flom LLP, in New York, said there were "no objections of any
kind" to the restructuring plan.

Mr. Goffman added that the movie studio just needs to finalize
its credit facility, and then will be set to exit bankruptcy, WSJ
reported.

"Nothing is controverted.  It is an example of the teamwork and
consensus building that is the hallmark of this case," Bloomberg
News quoted Mr. Goffman as saying.

The restructuring plan provides for the conversion of about $5
billion of claims of lenders under a 2005 credit agreement into
99.46% of the stock of the reorganized company.

Under the terms of the plan, Spyglass will be issued the
remaining 0.54% of the common stock in exchange for a
contribution of assets.  The common stock issued to the lenders
and to Spyglass will be subject to dilution by the Equity
Incentive Plan.

All other claims or interests are left unimpaired including the
general unsecured claims, according to the restructuring plan.

Prior to the Dec. 2 Combined Hearing, Stephen Cooper, a member of
the Office of the Chief Executive Officer of MGM Holdings Inc.,
and Robert Flachs, managing director of Moelis & Company LLC,
expressed support for the confirmation of the restructuring plan
in separate declarations filed in Court.

Mr. Cooper said the amendments to the plan agreed to by Carl
Icahn and the support of the steering committee and lenders under
the 2005 credit agreement "further reflects the overall fairness
and reasonableness of the plan."

"I believe that the plan will position the reorganized debtors to
operate successfully upon their emergence from Chapter 11," he
said.

For his part, Mr. Flachs said that the restructuring plan is in
the best interests of the holders of claims as reflected in the
liquidation analysis.  The liquidation analysis, he said, shows
that the overall values that may be realized by holders of claims
in hypothetical Chapter 7 cases are less than or equal to the
value of the expected recoveries to those holders under the plan.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


METRO-GOLDWYN-MAYER: Former Pixar CFO Expected to Join MGM Board
----------------------------------------------------------------
Ann Mather, former chief financial officer of Pixar Animation
Studios, will likely join Metro-Goldwyn-Mayer's new board of
directors, according to a November 30, 2010 report by Los Angeles
Times.

One possibility under consideration is that Ms. Mather will
become MGM's board chairman, LA Times reported, citing people
familiar with the matter as its source.

Ms. Mather has extensive experience in film finance, which could
help bolster MGM's credibility, according to the report.  She
served as CFO of Pixar and Village Roadshow Pictures, and held
various finance executive positions at Disney between 1993 and
1999.

Ms. Mather, however, also sits on the board of Netflix, which
could present a potential conflict should she join MGM, as the
studio is a content provider to Netflix, LA Times reported.

Last week, MGM named seven other directors including Christopher
Pucillo, the founder of Solus Alternative Asset Management.

When Mr. Pucillo's name was disclosed in court filings, it was
widely reported that he took his seat because of Solus
Alternative's ownership of MGM debt.  People close to the matter,
however, confirmed that he was in fact Carl Icahn's pick,
according to the report.

Carl Icahn owns about 18% of MGM's debt.  He agreed to support
MGM's bankruptcy plan following the company's rejection of a
takeover bid from Lions Gate Entertainment Corp.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


METRO-GOLDWYN-MAYER: Has Access to Cash Collateral Until Emergence
------------------------------------------------------------------
The Bankruptcy Court issued a final order authorizing Metro-
Goldwyn-Mayer Inc. and its units to use the cash collateral under
their prepetition credit agreement with JPMorgan Chase Bank, N.A.,
and granting adequate protection in connection with the use of the
collateral.

The Court held that JPMorgan Chase Bank N.A.'s consent to the use
of cash collateral will terminate on the earliest to occur of (i)
consummation of the Debtors' restructuring plan or (ii) five
business days following written notice to the Debtors after the
occurrence and continuance of any events of default beyond any
applicable grace period.

Any objections that have not been previously resolved or
withdrawn were overruled on their merits by the Court.  The final
order will take effect immediately upon its entry.

A full-text copy of the final cash collateral order is available
without charge at:

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

                       DDI/UAPF Collateral

The Bankruptcy Court also issued a final order authorizing Metro-
Goldwyn-Mayer's limited use of prepetition collateral, including
cash collateral of Domestic Distribution Inc. and United Artists
Production Finance LLC.

In a stipulated final order dated December 2, 2010, the Court
authorized the Debtors to continue to make payments due to United
Artists Production Finance LLC or JPMorgan Chase Bank N.A. under
the Master Distribution Agreement, and to continue to perform
under the agreement as adequate protection for, and to the extent
of, any diminution in the value of UAPF's interests in the
collateral that was posted under the agreement.

As additional protection, UAPF was also granted first priority
security interests in, and liens on, the cash collateral held (i)
in the Distribution Reserve Account maintained at JPMorgan Chase
in account number xxx-xx2-724 in the name of the bank; (ii) at
JPMorgan Chase in account number xxx-xx2-546; and (iii) at Bank
of America in account number xxx-x2744.

A full-text copy of the stipulated final order is available at
http://bankrupt.com/misc/MGM_FinalOrderDDICollteral.pdf

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.


MICRON TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Micron Technologies Inc. to 'B+' from 'B'.  In
addition, S&P raised Micron's senior unsecured credit rating to
'B+' from 'B'.  The outlook is positive.

"The rating on Micron reflects S&P's expectation that the memory
industry will remain highly volatile and that the company's market
presence in DRAM and NAND will remain largely unchanged over
time," said Standard & Poor's credit analyst Lucy Patricola,
"despite significant capital spending to increase capacity in both
segments." S&P believes prospects are good for some earnings
stabilization from the recently acquired Numonyx business.  S&P
expects credit protection measures to continue to vary widely
through industry cycles.  Micron develops and manufactures DRAM,
NAND, and NOR semiconductors for the memory industry.


MILACRON INC: Court to Hear Conversion to Chapter 7
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Milacron Inc., which has sold its key assets, filed a
motion in November for conversion of the Chapter 11 case to
liquidation in Chapter 7 where a trustee will be appointed.  There
were objections by the Nov. 30 deadline, thus requiring the
bankruptcy court in Cincinnati to hold a hearing before the switch
to Chapter 7.

                         About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for chapter 11
protection (Bankr. S.D. Ohio Case No. 09-11235) on March 10, 2009.
On the same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Timothy J.
Hurley, Esq., and W. Timothy Miller, Esq., at Taft Stettinius &
Hollister LLP serve as counsel for the Official Committee of
Unsecured Creditors.

At September 30, 2008, the Company's balance sheet showed
$586.1 million in assets and $648.5 million in debts.

On August 21, 2009, the Company completed a sale of substantially
all of its assets to Milacron LLC, a company formed by affiliates
of Avenue Capital Group, certain funds and accounts managed by DDJ
Capital Management LLC and certain other entities that held
roughly 93% of the Company's 11.5% Senior Secured Notes.  Milacron
Inc. asked the Bankruptcy Court to change its name to MI 2009 Inc.
following the asset sale.


NATION ENERGY: Files 10-K for FY2008; Going Concern Doubt Raised
----------------------------------------------------------------
Nation Energy, Inc., filed on December 3, 2010, its annual report
on Form 10-K for the fiscal year ended March 31, 2008.

StartSchenkein, LLP, in Denver, Colorado, expressed substantial
doubt about Nation Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended
March 31, 2008.  The independent auditors noted that the Company
has suffered recurring losses from operations, has no current
source of operating revenues, and needs to secure financing to
remain a going concern.

The Company reported a net loss of US$205,157 on US$266,037 of
revenue for fiscal 2008, compared with a net loss of US$217,672 on
US$263,651 of revenue for fiscal 2007.

The Company's balance sheet as of March 31, 2008, showed
US$1.70 million in total assets, US$2.27 million in total
liabilities, and a stockholders' deficit of US$570,756.

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

               http://researcharchives.com/t/s?7084

Based in Vancouver, Canada, Nation Energy, Inc., currently have no
business and operates as a shell company.  The Company is in the
process of evaluating the merits of joint venture opportunities in
the resource sector.  The Company sold all of its oil and gas
operations effective June 1, 2008.


NXT NUTRITIONALS: Discloses Resale of 22.8-Mil. Shares of Stock
---------------------------------------------------------------
NXT Nutritionals Holdings, Inc. disclosed in an amended Form S-1
filing with the Securities and Exchange Commission on November 24,
2010, the resale of an aggregate amount of 22,812,666 common
stock, $0.001 par value per share at an aggregate offering price
of $9,125,066.

The Registration Statement covers the resale by the Company's
selling shareholders of (1) up to 16,294,762 shares of common
stock issuable upon conversion of the principal amount of the 0%
original issue discount senior secured convertible notes at a
conversion price of $0.40 per share, and (2) up to $ 6,517,904
shares of common stock issuable upon exercise of outstanding
Series C warrants at an exercise price of $0.40 per share, that
were issued in connection with the private placement closed on
February 26, 2010.

The Company is not selling any shares of its common stock in this
offering and, as a result, it will not receive any proceeds from
the sale of the common stock covered by this prospectus.

In accordance with Rule 416(a), the Company is also registering an
indeterminate number of additional shares of Common Stock that
shall be issuable pursuant to Rule 416 to prevent dilution
resulting from stock splits, stock dividends or similar
transactions.

                       About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.13 million in total assets, $12.40 million in total
liabilities, and a stockholders' deficit of $9.26 million.

Berman & Company, P.A., in Boca Raton, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has a net loss of $24.0 million and net cash used in
operations of $2.1 million for 2009; and has a working capital
deficit of $1.5 million, and a stockholders' deficit of
$3.3 million at December 31, 2009.


NYABA YAMUSAH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nyaba Yamusah
        383 Johnson Avenue
        Englewood, NJ 07631

Bankruptcy Case No.: 10-47490

Chapter 11 Petition Date: December 3, 2010

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

Judge: Morris Stern

Debtor's Counsel: Troy Adam Garrett, Esq.
                  LAW OFFICE OF LOUIS CAPAZZI, ESQ.
                  660 Kinderkamack Road
                  Oradell, NJ 07649
                  Tel: (201) 986-1023
                  Fax: (201) 986-1132
                  E-mail: troy@capazzilaw.com


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

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

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


OTC HOLDINGS: Second Lien Lenders Settle to Support Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Oriental Trading Co. will present its Chapter 11 plan
for confirmation on December 16 with a settlement that the first-
and second-lien lenders reached on the plan.

According to Mr. Rochelle, originally, second-lien lenders were to
receive only warrants for 2.5% of the stock with a strike price
based on an enterprise value of $427.5 million.  Assuming the
second-lien lenders as a class vote for the plan, they will
instead receive five-year warrants for 5% of the stock based on a
$422 million enterprise value.  They will also receive five-year
warrants for 4.5 percent based on a $447 million enterprise value.
If the second-lien lenders vote "no," their treatment reverts to
what it would have been under the prior plan.  In addition, a
"yes" vote gets them $750,000 to apply toward reimbursement of
counsel fees and expenses.

Mr. Rochelle relates that the amended plan requires re-
solicitation of votes by the classes composed of first- and
second-lien lenders and unsecured creditors.  A ballot already
cast remains the same unless the creditor changes the vote.  The
plan gives the new stock plus cash or a new $200 million second-
lien note to senior lenders owed $403 million.  As the result of
another settlement with the creditor's committee, first-lien
lenders are providing $1.1 million for unsecured creditors with
$6.8 million in claims, assuming the class votes for the plan.

JPMorgan Chase Bank NA is agent for the first-lien creditors.
Wilmington Trust FSB is agent on the second-lien creditors.

                        About OTC Holdings

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in total
assets and $757 million in total liabilities as of the Petition
Date.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.


PARAMOUNT RESOURCES: To Sell $300-Mil. of Unsecured Notes at Par
----------------------------------------------------------------
Paramount Resources Ltd. has agreed to sell $300 million of
8.25% senior unsecured notes due 2017 at par to a syndicate of
underwriters for public offering in Canada.  The offering of Notes
is expected to close on or about December 13, 2010.  Proceeds from
the offering of the Notes will be used for the purchase and
redemption of the US$90,191,000 aggregate principal amount of
Paramount's US notes not held indirectly by it, for the non-
permanent repayment of indebtedness under Paramount's credit
facility and for capital expenditures and general corporate
purposes.

The underwriting syndicate is led by Scotia Capital Inc. and BMO
Capital Markets, as co-bookrunners, and also includes RBC Capital
Markets, HSBC Securities (Canada) Inc. and Stifel Nicolaus Canada
Inc.

The Notes offering is being made by way of a prospectus supplement
to Paramount's short form base shelf prospectus dated October 29,
2010.  The base shelf prospectus is, and the prospectus supplement
and underwriting agreement between Paramount and the Underwriters
will be, available on SEDAR at www.sedar.com.

The Company said the Notes have not been and will not be
registered under any federal or state securities laws of the
United States.  Accordingly, the Notes may not be offered or sold
within the United States, except in transactions exempt from the
registration requirements of the federal and applicable state
securities laws of the United States.  This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
the Notes in any jurisdiction.

                      About Paramount Resources

Paramount Resources Ltd. is a Calgary, Alberta based exploration
and production company that produced approximately 11,000 barrels
of oil equivalent per day (net) in 2009.  Production was primarily
natural gas.

                           *     *     *

Paramount Resources carries 'B' issuer credit ratings from
Standard & Poor's.

Paramount carries a 'B3' corporate family rating from Moody's
Investors Service.  As reported in the TCR on July 16, 2010,
Moody's said the upgrade to 'B3' reflects Paramount's demonstrated
ability to navigate challenging industry and capital market
conditions and maintain a base level of production through prudent
capital and liquidity management.   The upgrade also reflects
Paramount's substantial alternate liquidity through the value in
its equity investments.   Paramount's operating environment,
however, will remain challenging given the company's very high F&D
and operating cost profile, according to Moody's.


POINT BLANK: Equity Holders Pursue Replacement Financing
--------------------------------------------------------
A group of equity holders is attempting to secure an alternative
financing package for Point Blank Solutions Inc.

Dow Jones' Small Cap reports that the official committees
representing equity security holders and unsecured creditors of
Point Blank, whose access to cash is dwindling, filed a request
for an emergency hearing for a judge to consider approving a
replacement bankruptcy loan for the Company.

The groups said that "certain members of the equity committee and
a certain additional financing entity" are currently negotiating
with the company and the committees in an attempt to provide Point
Blank with the financing, the report notes.

DBR says that Point Blank's current bankruptcy loan -- provided by
Steel Partners II LP -- is set to expire at the end of the year.
Steel Partners has pushed for a sale of the company by December.

A hearing on the proposed replacement financing will take place
December 9.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Blank wanted U.S. Bankruptcy Judge Peter J.
Walsh in Delaware to schedule an auction on Dec. 15 even though no
buyer is yet under contract.  Point Blank was seeking a
$14 million minimum bid.

Mr. Rochelle relates that the official shareholders' committee has
been opposing sale, contending it has a backstopped and funded
reorganization plan superior to a sale.  The equity committee also
said it has replacement financing to take over when the existing
loan expires at year's end.

At the Dec. 9 hearing, the judge will also consider Point Blank's
motion to extend the exclusive right to propose a plan and a
hearing on the motion to approve bidding procedures.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


PROTECTIVE PRODUCTS: Class Action Suit Commenced Against Ex-Staff
-----------------------------------------------------------------
Investors seek millions in compensation, citing failures to make
material disclosures and misrepresentations in relation to
company's business and operations

Investors who sold common shares of Protective Products of
America, Inc. between August 14, 2009 up to and including January
13, 2010, and all investors holding PPA shares as of January 14,
2010 have launched a $120 million dollar class action suit against
PPA's former directors and officers as well as the company's
Florida-based investment bank, Farlie Turner & Co., and its
affiliate Bayshore Partners, LLC.

PPA's shares were publicly traded on the Toronto Stock Exchange
until January 14, 2010, when trading was suspended following an
announcement that the company had filed a voluntary assignment
into bankruptcy in Florida for the purpose of selling
substantially all of its assets to Protective Products
Enterprises, an affiliate of private equity firm Sun Capital
Partners.  PPA was later delisted from the TSX on February 19,
2010.

Prior to its bankruptcy filing, PPA was carrying on its business
of designing and manufacturing concealable and tactical body
armour.  Its primary customers and target market included agencies
of the U.S. Government such as the U.S. Marines and the U.S. Army.

The Statement of Claim in the class action alleges that PPA's
former directors and officers knowingly permitted negative
misrepresentations and non-disclosure of positive material
information about the company's business, operations, and capital,
in order to depress its share price.  PPA never disclosed, for
instance, that the U.S. Army had awarded the company a contract on
December 4, 2009, just over a month before the bankruptcy sale.
Throughout 2008 and 2009, PPA had touted this U.S. Army contract
as a highly valuable opportunity, potentially worth up to
US$300,000,000.

It is further alleged that PPA's directors and officers conspired
with Farlie Turner and Bayshore Partners, to depress PPA's share
price in order to take the company private for the benefit of
certain defendants.  PPA's artificially low share price hindered
the company's prospects for refinancing and recapitalization and
made it a more attractive target for private equity firms.

The allegations raised in the claim have not yet been proven in
court.  The plaintiff and the prospective class members are
represented by the firm of Rochon Genova LLP.

                  About Protective Products

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  Protective
Products disclosed $86,678,781 in assets and $27,460,502 in
liabilities as of the Petition Date.


PURESPECTRUM INC: Incurs $2.16 Mil. Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
PureSpectrum Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.16 million on $11,603 of revenue for
the three months ended Sept. 30, 2010, compared with a net loss of
$864,980 on zero revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.14 million in total assets, $2.75 million in total current
liabilities, $363,350 in total long-term liabilities, and a
stockholders' deficit of $1.97 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?707b

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.


RCLC INC: To File Monthly Reports In Lieu of 10-Q, 10-K
-------------------------------------------------------
In light of its Chapter 11 filing in August, RCLC, Inc., has
adopted a modified reporting program with respect to its reporting
obligations under the federal securities laws.  In lieu of filing
annual reports on Form 10-K and quarterly reports on Form 10-Q,
the Company will file current reports on Form 8-K to disclose its
monthly operating reports required to be submitted to the
Bankruptcy Court and material events relating to the bankruptcy
proceedings, in accordance with the Securities Exchange Act
Release No. 9660 (June 30, 1972) and the Securities and Exchange
Commission's Legal Bulletin No. 2 (April 15, 1997).

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to
$50 million and its debts at $1 million to $10 million.
Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.  The cases, along with RCLC, Inc.'s, are jointly
administered, with RCLC, Inc., as the lead case.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assists the Debtors their restructuring effort.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.


REALOGY CORP: Launches Notes Exchange Offer to Improve Flexibility
------------------------------------------------------------------
Realogy Corporation commenced offers to exchange on November 30,
2010 with respect to its outstanding 10.50% Senior Notes due 2014,
its outstanding 11.00%/11.75% Senior Toggle Notes due 2014 and its
outstanding 12.375% Senior Subordinated Notes due 2015.  The
purpose of the Exchange Offers and Consent Solicitations is to
provide the Company with a more flexible capital structure through
the extension of maturities of its Existing Notes and by giving
Eligible Holders who receive Convertible Notes the ability to
exchange debt for equity in the future.

Concurrently with the Exchange Offers, Realogy is soliciting
consents from Eligible Holders to certain amendments to the
indentures governing the Existing Notes to remove substantially
all of the restrictive covenants and certain of the default
provisions in the Existing Notes Indentures.  Eligible Holders
tendering Existing Notes in the Exchange Offers must also deliver
consents to the Proposed Amendments with respect to such Existing
Notes.  Approval of the Proposed Amendments requires the consent
of holders of at least a majority of the aggregate outstanding
principal amount of each series of Existing Notes, not including
Existing Notes held by affiliates of Realogy.  The consummation of
the Exchange Offers is not conditioned upon the receipt of the
requisite consents to approve the Proposed Amendments, and Realogy
may consummate the Exchange Offers without receiving the requisite
consents with respect to one or more series of Existing Notes.

Eligible Holders that validly tender, and do not withdraw, their
Existing Notes at or prior to 5:00 p.m., New York City time, on
December 13, 2010, will be eligible to receive the total
consideration of, at the election of such Eligible Holder and
subject to the Convertible Notes Limit and any resulting
Proration:

     1) $1,000 principal amount of New 11.50% Senior Cash Notes
        due 2017 or $1,000 principal amount of Series A
        Convertible Notes for each $1,000 principal amount of
        Existing Senior Cash Notes,

     2) $1,000 principal amount of New 12.00% Senior Cash Notes
        due 2017 or $1,000 principal amount of Series B
        Convertible Notes for each $1,000 principal amount of
        Existing Senior Toggle Notes and

     3) $1,000 principal amount of New 13.375% Senior Subordinated
        Notes due 2018 or $1,000 principal amount of Series C
        Convertible Notes for each $1,000 principal amount of
        Existing Senior Subordinated Notes.

An Eligible Holder that validly tenders its Existing Notes in the
Exchange Offers will be deemed to have delivered a consent with
respect to such tendered Existing Notes pursuant to the Consent
Solicitations.  Tendered Existing Notes may not be withdrawn after
the Consent Time.
The Exchange Offers and Consent Solicitations are scheduled to
expire at 5:00 p.m., New York City time, on December 29, 2010.
Eligible Holders that validly tender their Existing Notes and
deliver their consents after the Consent Time but at or prior to
the Expiration Time will be eligible to receive only the exchange
consideration of, at the election of such Eligible Holder and
subject to the Convertible Notes Limit and any resulting
Proration:

    1) $950 principal amount of New 11.50% Senior Cash Notes or
       $950 principal amount of Series A Convertible Notes for
       each $1,000 principal amount of Existing Senior Cash Notes,

    2) $950 principal amount of New 12.00% Senior Cash Notes or
       $950 principal amount of Series B Convertible Notes for
       each $1,000 principal amount of Existing Senior Toggle
       Notes and

    3) $950 principal amount of New Senior Subordinated Notes or
       $950 principal amount of Series C Convertible Notes for
       each $1,000 principal amount of Existing Senior
       Subordinated Notes.

Prior to the settlement date for the Exchange Offers, Domus
Holdings Corp., a Delaware corporation and the indirect parent of
Realogy will amend and restate its certificate of incorporation to
reclassify all of its existing common stock into Class A Common
Stock, par value $0.01 per share and Class B Common Stock, par
value $0.01 per share.  Shares of Class B Common Stock will have
five votes per share and shares of Class A Common Stock will have
one vote per share.  The Convertible Notes will be convertible at
any time at the option of the holders thereof, in whole or in
part, into shares of Class A Common Stock at a conversion rate of

     i) 975.6098 shares of Class A Common Stock per $1,000
        principal amount of Series A Convertible Notes and Series
        B Convertible Notes and

    ii) 926.7841 shares of Class A Common Stock per $1,000
        principal amount of Series C Convertible Notes.

The maximum aggregate principal amount of Existing Notes that may
be tendered for Convertible Notes in the Exchange Offers is $2.2
billion.  In the event that the aggregate principal amount of
Existing Notes tendered for Convertible Notes exceeds the
Convertible Notes Limit, Convertible Notes will only be issued in
exchange for Existing Notes up to the Convertible Notes Limit and
will be apportioned pro rata among all tendering eligible holders,
to the extent they elected to receive Convertible Notes, based on
the principal amount of Existing Notes tendered for Convertible
Notes by such eligible holders.

In the event of Proration, eligible holders that have elected to
receive Convertible Notes will receive New 11.50% Senior Cash
Notes, New 12.00% Senior Cash Notes or New Senior Subordinated
Notes, as the case may be, for the portion of their corresponding
tendered Existing Notes for which they will not receive
Convertible Notes.

An amount equal to the accrued and unpaid interest on each series
of Existing Notes tendered in the Exchange Offers until, but not
including, the settlement date for the Exchange Offers, will be
paid to holders of record of the New Notes on the record date
preceding the first interest payment date of the applicable series
of New Notes in accordance with the terms of such New Notes.

On November 30, 2010, Paulson & Co. Inc., on behalf of the several
investment funds and accounts managed by it, Avenue Capital
Management II, L.P., and investment funds managed by Apollo
Management VI, L.P. or one of its affiliates, which collectively
held as of such date approximately $1.95 billion aggregate
principal amount of the Existing Notes, representing approximately
64% of the aggregate outstanding principal amount of the Existing
Notes, entered into a support agreement with Realogy and Holdings.
Pursuant to the Support Agreement:

     1) Paulson and Apollo agreed to tender in the Exchange Offers
        all of their Existing Notes, plus any additional Existing
        Notes acquired by them through the Expiration Time, in
        exchange for Convertible Notes and

     2) Avenue agreed to tender in the Exchange Offers
        approximately $250 million principal amount of its
        Existing Notes for Extended Maturity Notes and the
        remaining approximately $64 million principal amount of
        its Existing Notes for Convertible Notes, plus any
        additional Existing Notes acquired by Avenue through the
        Expiration Time, for either Convertible Notes or Extended
        Maturity Notes, at Avenue's option.

The consummation of the Exchange Offers and the obligations of
Paulson, Avenue and Apollo to tender their Existing Notes in the
Exchange Offers are subject to certain terms and conditions set
forth in the Support Agreement.

                        About Realogy Corp.

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

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

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

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

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

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.


REGAL ENTERTAINMENT: Declares $1.4 Per Share Cash Dividend
----------------------------------------------------------
Regal Entertainment Group declared an extraordinary cash dividend
of $1.40 per Class A and Class B common share, payable on December
30, 2010, to stockholders of record on December 20, 2010.  Regal's
Board of Directors also announced its intention to increase
Regal's quarterly dividend by 17% to $0.21 per share beginning
with the dividend the Company intends to declare during the first
quarter of 2011.

The Company intends to pay a regular quarterly dividend for the
foreseeable future at the discretion of the Board of Directors
depending on available cash, anticipated cash needs, overall
financial condition, loan agreement restrictions, future prospects
for earnings and cash flows as well as other relevant factors.

"Regal is pleased to announce the extraordinary dividend of $1.40
per share of Class A and Class B common stock," stated Amy Miles,
CEO of Regal Entertainment Group.  "In addition, our intention to
increase our regular quarterly dividend to $0.21 per share
illustrates our belief in the Company's ability to generate
significant free cash flow and our commitment to providing value
to our stockholders," Ms. Miles continued.

The announcements will not affect the previously announced
dividend of $0.18 per Class A and Class B common share, payable on
December 17, 2010, to stockholders of record on December 8, 2010.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholder's deficit of $267.3 million.

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.


REGAL ENTERTAINMENT: Special Dividend Won't Affect Fitch's Ratings
------------------------------------------------------------------
Fitch Ratings reports that the ratings of Regal Entertainment
Group and Regal Cinemas Corporation will be unaffected by RGC's
announcement of a special dividend and a 17% increase to its
quarterly dividend.  Regal Cinemas is an indirectly wholly owned
subsidiary of RGC.

RGC announced that it is declaring an extraordinary cash dividend
of $1.40 per share, which totals approximately $216 million and is
payable on Dec. 30, 2010.  Further, RGC increased its quarterly
cash dividend by 17% to $0.21 per share, representing annual
dividend cash outflow of approximately $130 million and payable
beginning in the first quarter of 2011.  While the special
dividend is a meaningful drain on liquidity, it is accommodated
within RGC's current ratings.  Fitch believes that the company
will continue to focus free cash flow deployment toward build-out
of theaters, acquisition of theater assets and/or for shareholder-
friendly activities.  However, while not anticipated, a debt-
financed material acquisition or return of capital to shareholders
that would raise the unadjusted gross leverage beyond 4.5 times
could have a negative impact on the rating.

As of Sept. 30, 2010, liquidity was made up of $414 million in
cash and $82 million in credit facility availability (reduced by
$3 million in letters of credit), under the company's $85 million
revolving credit facility due May 2015.  Fitch expects the special
dividend will be funded with cash on the balance sheet.  As of the
end of the third quarter, RGC is still in the process of retiring
the convertible senior notes due 2011 and senior subordinated
notes due 2012, and as such, approximately $156 million of the
$414 million on the balance sheet is expected to be deployed for
these debt repayments.  There are no significant maturities until
2016.  Incorporating the dividend increase, Fitch expects FCF for
2011 to be in the range of approximately $60 million-$100 million.

Pro-forma for the full redemption of the senior convertible notes
and senior subordinated notes, total debt as of Sept. 30, 2010 was
approximately $2 billion, and lease-adjusted gross leverage, based
on Fitch's calculations was 5.0x (unadjusted gross leverage was at
4.0x).  Fitch expects unadjusted gross leverage to gradually
decline over the next few years, but remain above 3.5x.

The ratings continue to reflect these key considerations:

  -- RGC's size and position as the largest domestic movie
     exhibitor, with 6,723 screens in 542 theaters.  Fitch expects
     the company to continue to improve its relatively modern
     theater circuit in a disciplined manner.  The ratings also
     reflect solid geographic diversity and relatively stable
     operating performance.

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios biggest/most
     profitable releases.

  -- In the near term, Fitch expects box office revenue for 2011
     to be fueled by the premium pricing charged on 3-D films as
     major 3-D films continue to be released, along with the
     growing capacity of 3-D capable screens.  However, Fitch
     continues to expect that the movie exhibitor industry will be
     challenged in growing attendance and any potential attendance
     declines will offset some of the growth in average ticket
     prices.  Fitch expects that the announced 2011 films (which
     include several releases from Marvel and DC Comics, as well
     as nine sequels) will be able to draw sufficient attendance
     to maintain current attendance levels or at least keep
     declines in the 1% to 2% range.

  -- Fitch notes that concession revenues have remained relatively
     stable despite the weak economic conditions.  While Fitch
     does not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high margin concessions
      (which represent approximately 27% of RGC's total revenues
     and carry 86% gross margins), may be vulnerable to reduced
     per-guest concession spending due to cyclical factors or a
     re-acceleration of commodity prices.

  -- The ratings also incorporate the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as DVD,
     VOD, and the Internet), and high operating leverage (which
     could make theater operators FCF negative during periods of
     reduced attendance).  In addition, RGC and its peers rely on
     the quality, quantity, and timing of movie product, all
     factors out of management's control.

Fitch currently rates RGC and Regal:

RGC

  -- Issuer Default Rating 'B+';
  -- Senior unsecured notes 'B-/RR6'.

Regal Cinemas

  -- IDR 'B+';
  -- Senior secured credit facility 'BB+/RR1';
  -- Senior unsecured notes 'B+/RR4'.


RENFRO CORPORATION: Loan Upsizing Won't Affect Moody's B2 Rating
----------------------------------------------------------------
Moody's Investors Service commented that the proposed $55 million
upsize of the term loan of Renfro Corporation does not impact its
B2 corporate family rating, the B2 rating on its secured term
loan, or its stable outlook.  Moody's expects the company to use
proceeds to fund an acquisition.

Headquartered in Mount Airy, North Carolina, Renfro Corporation
designs, manufactures, and sells socks primarily within the United
States, Canada, Mexico and Europe.  Its annual revenue is
approximately $400 million.


RIDGEFIELDS COUNTY: First Community's $2.57-Mil. Tops Auction
-------------------------------------------------------------
Matthew Lane at timesnews.net reports that First Community Bank is
the new owner of Ridgefields Country Club.  The Bank made the
highest bid of $2.57 million for the Club's assets.

Ridgefields Country Club Properties, Inc., and Ridgefields Country
Club, Inc., filed for Chapter 11 bankruptcy protection on Dec. 17,
2009 (Bankr. E.D. Tenn. Case Nos. 09-53418 and 09-53417).  Judge
Marcia Phillips Parsons precedes the case.  Dean B. Farmer, Esq.,
at Hodges, Doughty & Carson PLLC, represents the Debtors in their
restructuring efforts.  The Debtors listed both assets and debts
of between $1 million and $10 million.


RIVIERA HOLDINGS: Emerges From Chapter 11 Protection
----------------------------------------------------
BankruptcyData.com reports that Riviera Holdings' Second Amended
Joint Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection.

BData says that under the Plan, which the Court confirmed on
November 17, 2010, nearly $280 million in debt will be replaced
with a $50 million loan.  Creditors will receive new stock
relative to what they are owed, and holders of current stock will
receive nothing.  A total of $10 million in working capital will
come from the new owners, along with $20 million in loans to cover
investments in the Las Vegas hotel.

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.


SIG ILLING: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Sig A. Illing
               Gayle C. Illing
               1834 Drakestone
               Nichols Hills, OK 73120-4716

Bankruptcy Case No.: 10-17269

Chapter 11 Petition Date: December 2, 2010

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtors' Counsel: Herbert M. Graves, Esq.
                  HERBERT M. GRAVES PLLC
                  6440 Avondale Drive, Suite 211
                  Oklahoma City, OK 73116
                  Tel: (405) 418-2095
                  Fax: (405) 842-0079
                  E-mail: herbert.graves@thegraveslawfirm.com

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

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

A list of the Joint Debtors' 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/okwb10-17269.pdf


SKILLED HEALTHCARE: Court Okays $62.8MM Class Action Settlement
---------------------------------------------------------------
LawyersandSettlements.com reports that a $62.8 million settlement
has been approved by the Humboldt Superior Court in the class
action lawsuit against Skilled Healthcare Nursing Homes.  The suit
alleged that the company filed to provide sufficient staffing
levels for its patients at all 22 of its facilities.

LawyersandSettlements.com says up to $26 million of the settlement
is expected to go to individuals represented by the class action
lawsuit.  The lawyer representing the plaintiffs said his office
has received about 4,000 claims since it distributed news of the
settlement over one month ago.

As part of the settlement, Skilled Healthcare will pay
$12.8 million to comply with an injunction that requires the
company to maintain state-mandated staffing levels, which is 3.2
nursing hours per patient day.  The injunction, which will be in
effect for two years, allows a third-party monitor to inspect each
facility involved in the lawsuit for compliance with staffing
requirements.  If the facilities maintain compliance for 18 months
the injunction could be reduced.

Individuals represented by the class-action lawsuit have until
January 5, 2011 to file claims.

                 About Skilled Healthcare Group

Skilled Healthcare Group, Inc. --
http://www.skilledhealthcaregroup.com/-- based in Foothill Ranch,
California, operates long-term care facilities and provides a
variety of post-acute care services.  The Company operates skilled
nursing facilities, assisted living facilities, hospice and home
health locations.  Further, the Company provides ancillary
services such as physical, occupational and speech therapy in its
facilities and unaffiliated facilities and is a member of a joint
venture providing institutional pharmacy services in Texas.
Skilled Healthcare recognized revenues of approximately
$761 million for the trailing 12-month period ended March 31,
2010.

On July 7, 2010, the company announced that a jury in Humboldt
County, California returned a verdict against the Company with
initial damages awarded to plaintiffs amounting to $671 million.
Reportedly, the $671 million is composed of $613 million in
statutory damages and $58 million in restitutionary damages.  The
case related to a California statute that requires nursing homes
to maintain 3.2 nursing hours per patient per day.  The total
damages were assessed at a rate of $500 per-patient per-day that
the 22 nursing facilities involved in the suit were in violation
of the law.

According to Bloomberg, the Company's revenue of $759.8 million in
2009 resulted in a net loss of $133.2 million.  For the first
quarter of 2010, the Company's net income was $8.9 million on
revenue of $189.3 million.

The balance sheet at March 31 showed current assets of
$131.4 million among total assets of $859 million.  Current
liabilities were $91.7 million.  Total liabilities were
$574.7 million.

Following the verdict, S&P lowered the Company's corporate credit
rating to 'CCC' from 'B+'.  The Company carries a 'B2' corporate
family rating, under review for downgrade, from Moody's Investors
Service.

As reported by the Troubled Company Reporter on October 14, 2010,
Standard & Poor's Ratings Services raised the corporate credit
rating on Skilled Healthcare Group to 'B' from 'CCC'.  S&P also
raised the other ratings on the Compoany.

"The rating actions reflect S&P's opinion regarding the settlement
of a lawsuit against the company that eliminated the overhang
regarding the risks to the future survival of the company as a
result of the original $671 million jury verdict," said Standard &
Poor's credit analyst David Peknay.


SMILE BRANDS: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Irvine, California-
based Smile Brands Group Inc.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed $240 million
senior secured term loan due 2017 and $35 million revolving credit
agreement due 2015 a preliminary rating of 'B' (the same as the
corporate credit rating).  S&P also assigned this debt a
preliminary recovery rating of '3', indicating S&P's expectation
of meaningful (50%-70%) recovery for lenders in the event of a
payment default.

"Our low speculative-grade rating on Smile Brands reflects the
company's weak business profile and high financial leverage," said
Standard & Poor's credit analyst Gail Hessol.  Pro forma for the
transaction as of Dec. 31, 2010, S&P estimates debt to EBITDA
(adjusted to capitalize operating leases and including holding
company debt) to be approximately 6.8x.


SPEEDSTAR ACQUISITION: Moody's Assigns 'Ba3' Rating on Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Speedstar
Acquisition Corporation's proposed $290 million first lien
senior secured credit facilities and a B3 rating on its proposed
$135 million second lien term loan.  In addition, Moody's assigned
Speedstar Acquisition a B1 Corporate Family Rating and Probability
of Default Rating.  The outlook is stable.

                        Ratings Rationale

Proceeds from the proposed credit facilities along with common
equity contributed by Friedman Fleischer & Lowe, LLC will be used
to fund the acquisition of Transtar Holding Company.  Upon
consummation of the acquisition, Speedstar Acquisition will be
merged with and into Transtar, with Transtar being the surviving
entity and obligor under the credit facilities.  Upon the
successful completion of the transaction, Moody's will change the
name of Speedstar Acquisition to Transtar Holding Company.

Moody's ratings are subject to receipt and review of final
documentation.

The B1 Corporate Family Rating reflects Transtar's high pro forma
debt load associated with the acquisition by FFL, and resultant
weak credit metrics.  Pro forma leverage for the latest twelve
month period ending September 30, 2010, will be about 5.5 times.
While acknowledging Transtar's leading position in the highly
fragmented automotive aftermarket driveline parts and components
market, the rating is constrained by its modest size compared to
the broader automotive replacement part supplier/retailer peer
group.

However, the rating is supported by the relative stable demand for
automotive aftermarket driveline parts and components.  Longer-
term industry fundamentals are good due to the increasing the
number of vehicles on the road, the higher number of miles driven
and average age of vehicles.  All of these factors have caused a
steady increases in transmission repair and replacement volume
over the past ten years.  Although sometimes deferrable,
replacement of these components is often non-discretionary.  The
rating is also supported by the company's national footprint,
diverse customer base, and broad transmission part and component
offering.  When coupled with cost cutting efforts, these factors
enable the company to leverage costs over higher volume than many
competitors, driving uncharacteristically high margins for a
distribution company.  In addition, Transtar's liquidity is good,
supported by the expectation that positive cash flow generation
will fund cash needs over the next twelve months.

The stable outlook reflects Moody's expectation that Transtar will
experience ongoing growth in revenue and earnings, while
maintaining good liquidity.  Moody's also expects that Transtar
will make small, bolt-on acquisitions to augment organic growth,
but that free cash flow will remain positive and be used for debt
reduction, reducing debt/EBITDA below 5.0 times by the end of
2011.

Although unlikely in the very near term, a ratings upgrade could
be triggered by sustained growth in revenue and earnings while
maintaining good liquidity.  The company would also need to
demonstrate the willingness to sustain a conservative financial
policy, including the use of free cash flow for debt reduction.
Specifically, an upgrade would require debt/EBITDA sustained below
4.5 times and EBITA/interest over 2.25 times.

Conversely, a ratings downgrade could be triggered by material
deterioration in operating performance, more aggressive financial
policies such as dividends or large acquisitions outside of
expectations, or a deterioration in liquidity.  Specifically, a
downgrade could stem from failure to reduce debt/EBITDA below 5.0
times by the end of 2011, or if EBITA/interest falls near 1.5
times.

New ratings assigned:

  -- Corporate Family Rating at B1

  -- Probability of Default Rating at B1

  -- $50 million first lien revolving credit facility expiring
     2015 at Ba3 (LGD 3, 33%)

  -- $240 million first lien term loan due 2016 at Ba3 (LGD 3,
     33%)

  -- $135 million second lien term loan due 2017 at B3 (LGD 5,
     85%)

The ratings outlook is stable

This is an initial rating for Speedstar Acquisition

Speedstar Acquisition's ratings were also assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, 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 Speedstar Acquisition's core
industry and believes the company's ratings are comparable to
those of other issuers with similar credit risk.

Transtar Holding Company is a worldwide distributor of automotive
aftermarket driveline replacement parts, kits and components sold
to the transmission repair and remanufacturing market.  The
company also supplies autobody refinishing products to
professional aftermarket automotive refinishers and autobody
repair shops.  Net revenue for the latest twelve month period
ended September 30, 2010, was around $500 million.


STARK CERAMICS: Court Says American First's Lien Not Avoidable
--------------------------------------------------------------
The Hon. Russ Kendig granted a summary judgment motion filed by
American First Federal Inc. in the adversary proceeding initiated
by David O. Simon, the Chapter 7 trustee of Stark Ceramics, Inc.

The dispute between American First and the Trustee centers on a
judgment lien filed by American First on April 24, 2006.  The
Trustee sued to avoid the lien as a preferential transfer under
Section 547 of the Bankruptcy Code.  American First opposes,
arguing that the lien is not subject to challenge per the terms of
a cash collateral order entered during the Chapter 11 phase of the
case.  American First also asserts the Trustee waived the right to
contest the lien as a preference through the Debtor's assent that
the lien was not avoidable.

Judge Kendig noted that during the pendency of the Chapter 11
case, it is clear that the parties to the cash collateral order
knew of the ability to challenge American First's lien.  The cash
collateral order states the specific Bankruptcy Code provisions
that will not be available to attack the lien.  Additionally, the
unsecured creditors committee was provided extra time to institute
a challenge of the lien.  These facts, Judge Kendig pointed out,
indicate the Debtor and the creditors' committee knew the lien
could be challenged.  Thus, at the time the cash collateral order
was signed, the right to pursue a claim for avoidance existed and
was known, he stated.  Judge Kendig held that the court cannot
conceive of any interpretation but that the intent was to waive
avoidance rights in order to secure the cash collateral financing
and provide a reorganization opportunity.  In light of the
assumption that a chapter 7 trustee can be bound by a cash
collateral order, the cash collateral order's specific statements
addressing avoidance actions, and the clear intent to relinquish
the right to pursue avoidance of the lien, Judge Kendig found that
American First has demonstrated a valid waiver defense.

The case is David O. Simon, v. American First Federal Inc., Adv.
Pro. No. 07-6259 (Bankr. N.D. Ohio).  A copy of the Court's
Memorandum Opinion, dated November 12, 2010, is available at
http://is.gd/i4oA5from Leagle.com.

Based in Canton, Ohio, Stark Ceramics, Inc. --
http://www.starkceramics.com/-- manufactured structural ceramic
masonry, and was the world's largest producer of Structural Glazed
Facing Tile for interiors.  Stark Ceramics commenced a Chapter 11
case (Bankr. N.D. Ohio Case No. 06-61101) on June 29, 2006.  The
case was later converted to a case under Chapter 7 on March 27,
2007.  Richard G. Zellers, Esq., at Luckhart, Mumaw, Zellers &
Robinson, served as Chapter 11 counsel to the Debtor.  In its
Chapter 11 petition, the Debtor estimated $1 million to
$10 million in both assets and debts.


STILLWATER MINING: Acquires All Outstanding Shares of Marathon
------------------------------------------------------------------
Stillwater Mining Company completed the acquisition of Marathon
PGM Corporation.  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.

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 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.


SUMMIT MATERIALS: Moody's Assigns 'B2' Rating on $425 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Summit Materials
Companies I, LLC's proposed $425 million senior secured term loan
due 2015, and incremental $25 million revolving credit facility
due 2015.  In addition, Moody's affirmed the company's B2
Corporate Family Rating, B3 Probability of Default Rating, and the
B2 rating on its existing $50 million revolver due 2014.  The
ratings on its existing $240 million term loan will be withdrawn
once the facility is repaid.  The rating outlook is stable.

These ratings were assigned:

  -- $425 million senior secured term loan due 2015, assigned B2,
     LGD-3, 35%

  -- $25 million incremental revolving credit facility due 2015,
     assigned B2, LGD-3, 35%

These ratings were affirmed:

  -- Corporate family rating, affirmed B2

  -- Probability of default rating, affirmed B3

  -- $50 million existing revolving credit facility due 2014,
     affirmed B2, LGD-3, 35%.

                        Ratings Rationale

The B2 Corporate Family and B3 Probability of Default ratings
balance the company's small scale, limited geographic
diversification, and prospective acquisition, integration, and
execution risks against the company's experienced management team,
reasonable credit metrics, and likely equity support for
acquisitions from its majority owner, Blackstone.  The ratings
presume that Summit proves able to integrate and operate the
businesses it has acquired in 2010.  The company's acquisition
driven growth strategy presents a range of credit risks in the
near term, including potential changes in the balance of its
capital structure, and integration and execution risks.  However,
over a longer time horizon, if well executed, the plan will help
the company build scale and improve its risk profile, particularly
if it continues to utilize a prudent mixture of equity and debt
funding.

The stable outlook is supported by improved scale and geographic
diversification that results from a spate of recent acquisitions,
and balances against increased indebtedness.  The stable outlook
presumes that the company will maintain its relatively modest
financial leverage profile even as it seeks further acquisition
driven growth by focusing on reasonably priced acquisition
opportunities and funding a portion of the acquisitions with
equity provided by its majority owner.  The stable outlook also
anticipates that management will prove able to efficiently
integrate and operate newly acquired properties.

If the company succeeds in building scale, successfully integrates
acquisitions, and maintains healthy organic ("same-store")
operating performance and modest financial leverage
characteristics, the rating would likely be upgraded.  If the
company failed to maintain is currently modest financial leverage
profile as it pursues acquisitions, or its organic operating
performance declined sharply due to economic weakness or
management missteps the rating would likely be lowered.

Summit Materials, headquartered in Washington D.C. is a
manufacturer of asphalt, building aggregates and other building
materials.


SUMMIT MATERIALS: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Washington, D.C.-based Summit Materials Cos. I
LLC.  The rating outlook is stable.

At the same time, S&P assigned a 'BB-' (the same as the corporate
credit rating) issue-level rating to the company's proposed senior
secured bank credit facilities, which are expected to consist of a
$75 million revolving credit facility and a $425 million term loan
due 2015.  The recovery rating is '3', which indicates S&P's
expectation that lenders can expect to achieve meaningful (50%-
70%) recovery in the event of a payment default.


"The ratings affirmation reflects Summit's continued execution of
an acquisition strategy that has increased the company's size,
profitability, and geographic diversity while maintaining credit
measures that are in line with what S&P would consider to be
consistent with a 'BB-' rating given its weak business risk
profile," said Standard & Poor's credit analyst Thomas Nadramia.
S&P believes this trend will continue, albeit with the company
employing somewhat higher leverage than S&P previously expected,
with the company still making use of significant equity investment
funds remaining through the company's equity sponsors, Blackstone
and Silverhawk, for the pursuit of future potential acquisitions.
S&P expects pro forma adjusted leverage for the company (not
adjusted for the EBITDA associated with acquisitions) of around 4x
or less going forward.

The stable rating outlook reflects S&P's expectation that end-
market demand for Summit's asphalt paving and aggregates products
will not decline materially over the next 12 months because
infrastructure spending will likely remain flat or post a modest
increase, offsetting further declines in nonresidential
construction activity.  As a result, credit metrics are likely to
remain in line with the rating given the company's weak business
profile, with pro forma leverage likely remaining around 4x or
less.


SUNOCO INC: Fitch Affirms Ratings on Subordinated Notes at 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating,
and all senior unsecured ratings of Sunoco, Inc., at 'BBB-', the
company's subordinated notes at 'BB+', and commercial paper and
short-term IDR at 'F3' but revised the company's Rating Outlook to
Negative from Stable.

Fitch has affirmed these Sunoco debt ratings:

  -- Issuer Default Rating at 'BBB-';
  -- Senior Unsecured Credit Facility at 'BBB-';
  -- Senior Unsecured Debt at 'BBB-';
  -- Subordinated Notes at 'BB+'
  -- Commercial Paper at 'F3';
  -- Short-Term IDR at 'F3'.

The Negative Outlook follows the company's announcement that it
would sell its 170,000 bpd Toledo refinery to a subsidiary of PBF
Holding Company, LLC, for approximately $400 million plus working
capital and other adjustments.  This was preceded by the earlier
sale of Sunoco's 85,000 bpd Tulsa, OK refinery and the 2009
disposal of its 150,000 bpd Eagle Point refinery.  Completion of
the Toledo transaction is expected in the first quarter of 2011.
Following the sale of Toledo, the company will have aggregate
refining capacity of approximately 505,000 bpd, a little over half
of the 910,000 bpd capacity it had a few years ago.  Fitch
believes that the sale of additional capacity is also a future
possibility, including the Marcus Hook, PA refinery, which has a
meaningful portion of mandatory EPA Consent Decree capital
expenditures associated with it.

While the reduction to a two-refinery system will not necessarily
result in a downgrade for the company given Sunoco's
diversification into other, more stable businesses like logistics
and retail, the asset sales have heightened uncertainty about what
Sunoco's ultimate capital structure and asset profile will look
like, how much of the cash proceeds management will allocate to
debt repayment, and what kind of future pressure could be placed
on the balance sheet to fast-track growth at remaining core
businesses.

The potential for increasing structural subordination of Sunoco
debt is also a concern as debt levels continue to rise at Sunoco
Logistics Partners L.P. and assets and cash flows outside of SXL
continue to decline in line with asset dispositions.  Sunoco's
latest refining sale follows earlier disposals in chemicals, as
well as the future expected spin-off of the coke business in 2011.

Sunoco's recent financial performance has been good.  As
calculated by Fitch, for the LTM ending Sept. 30, 2010, the
company generated EBITDA of $1 billion, more than double the LTM
levels seen at in the first quarter of this year, yielding
unadjusted debt to EBITDA of approximately 2.5x versus levels as
high as 5.1x as of the first quarter.  Sunoco's FFO-interest
coverage climbed to 8.2x from 4.2x seen at year end 2009, while
Sunoco's free cash flow for this period totaled $657 million.
Note that the above leverage figures are not adjusted for SXL'
$1.1 billion of debt, which is fully consolidated on Sunoco's
balance sheet due to the parent's ownership of SXL' General
Partner stake despite Sunoco's 31% stake ownership.  Fitch expects
that Sunoco will be FCF negative in 2011, including estimated
growth capital.

Sunoco's liquidity was very robust at Sept. 30, 2010, and totaled
$2.9 billion, including $1.13 billion of cash and equivalents and
high availability on its revolvers and accounts receivable
securitization facility.  Key revolver financial covenants include
a minimum tangible net worth requirement and a maximum
consolidated net-debt-to-capitalization ratio of 60%, both of
which had ample headroom at Sept. 30, 2010.  Pending maturities
are manageable and include $177 million 6.75% note due April 2011,
$7.3 million 2012 notes due 2012, and $250 million 4.875% note due
2014.

Sunoco's ratings are supported by the company's remaining refining
assets; strong market position in the Northeast; diversified
portfolio of non-refining businesses especially logistics and
retail; and historically conservative credit profile.  Catalysts
for future negative ratings actions include additional reductions
in refining capacity, a major leveraging transaction, or failure
to re-size leverage in line with Sunoco's smaller go-forward asset
base.  Catalysts for positive rating actions include increased
visibility on the company's long-term capital structure and debt
reductions that are consistent with the company's ultimate
business profile.

Sunoco is an independent petroleum refiner and marketer in the
United State with a series of diversified non-refining businesses.
The company's retail presence includes approximately 4,800 branded
outlets in 23 states and refineries with a combined crude oil
processing capacity of 675,000 bpd along the East Coast and in the
Midwest.  The company also operates coke-making facilities in
Virginia, Ohio, Indiana, and Brazil and owns approximately 31% of
SXL, including the 2% GP stake.  Sunoco also produces chemical
intermediates.


SUNRISE SENIOR: Contract With CEO Extended Until 2012
-----------------------------------------------------
On December 1, 2010, Sunrise Senior Living Inc. entered into an
Amended and Restated Employment Agreement with Mark Ordan, the
Company's Chief Executive Officer.  The Restated Agreement was
effective as of December 1, 2010 and was approved by the
Compensation Committee of the Board of Directors on November 30,
2010.

The Restated Agreement has substantially the same terms and
conditions as Mr. Ordan's original employment agreement which was
effective as of November 1, 2008.

Pursuant to the Restated Agreement, Mr. Ordan's employment term
has been extended from November 1, 2011 to December 1, 2012, with
automatic one-year renewals at the end of that term and each year
thereafter unless either party otherwise provides notice to the
other at least 120 days prior to the next renewal.

In connection with the execution of the Restated Agreement, the
Compensation Committee granted Mr. Ordan, on December 1, 2010, an
option to purchase one million shares of the Company's common
stock at $3.94 per share, the closing price of the Company's
common stock on December 1, 2010, with such Re-Signing Options
vesting ratably on each of December 1, 2011, 2012 and 2013 so long
as Mr. Ordan continues to be employed with the Company on such
vesting date.  In addition, within 14 days of the execution of the
Restated Agreement, Mr. Ordan will receive from the Company a cash
re-signing bonus of $3 million.

In consideration for the Re-Signing Options and the Re-Signing
Bonus, under the Restated Agreement, Mr. Ordan may terminate his
employment prior to December 1, 2012 only with "Good Reason" or
with the express written consent of the Board of Directors of the
Company.  In the event that Mr. Ordan terminates his employment
for any other reason prior to December 1, 2012, he will be
considered in breach of the Restated Agreement and will forfeit
the Re-Signing Bonus.  In addition, in the event that Mr. Ordan
terminates his employment as a result of a Consensual Resignation,
he will forfeit either all or two-thirds of the Re-Signing
Options. The goal of these provisions is to ensure, to the extent
practicable, that the Company will retain the services of Mr.
Ordan for at least the next two years.

The Restated Agreement also eliminates the "golden parachute"
excise tax gross-up provision that was included in Mr. Ordan's
original employment agreement.

The Re-Signing Options have a term of 10 years.  In the event that
Mr. Ordan's employment is terminated:

     i) by reason of his death or "Disability",

    ii) by the Company other than for "Cause" or

   iii) by Mr. Ordan for "Good Reason" on or after December 1,
        2012, Mr. Ordan's Re-Signing Options will vest in full.

If a severance-qualifying termination occurs prior to December 1,
2012, one-third of the unvested portion of Mr. Ordan's Re-Signing
Options will vest plus a pro-rata portion of an additional one-
third of the unvested Re-Signing Options will vest for the vesting
year in which Mr. Ordan's termination occurs.  In addition, in the
event that Mr. Ordan's employment is terminated by the Company
other than for "Cause" or by Mr. Ordan for "Good Reason" either:

     i) within two years following a Change in Control or

    ii) prior to a Change in Control, but after the execution of a
        definitive agreement providing for such a Change in
        Control and such termination arose in connection with or
        in anticipation of such Change in Control, then all of the
        Re-Signing Options will vest in full.

Hay Group is serving as compensation consultants to the
Compensation Committee.

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


TAYLOR-WHARTON: Court Dismisses Complaint v. Harsco, et al.
-----------------------------------------------------------
The Hon. Brendan Linehan Shannon dismissed an adversary complaint
Taylor-Wharton International and its debtor affiliates commenced
against Winford Charles and Blasingame, Harry Franklin and Terri
Linn Brook, and Harsco Corporation.

The Blasingame Plaintiffs and Harsco sought dismissal of the
Debtors' Complaint for failure to state a claim upon which relief
can be granted.

The Complaint asserts that a previously entered Court Rejection
Order excuses the Debtors from obligations under a purchase
agreement with Harsco.

Before filing for bankruptcy, the Debtors entered into a deal to
purchase substantially all of Harsco's gas services business
assets.  The deal provided that the Debtors assumed all
liabilities to accidents that occur after the closing of the
Purchase Agreement caused by products manufactured by Harsco.  In
June 2010, the Court authorized the Debtors to reject certain
contracts, including the Harsco Agreement.

The Blasingame Plaintiffs sued one of the Debtor entities before
the filing of the bankruptcy cases for liability in a 2008 propane
explosion.  That lawsuit, filed in an Alabama district court, was
subsequently dismissed, without prejudice.

Judge Shannon ruled that the enforceability of the Debtors'
assumption of liability is not affected by the Debtors' rejection
of the Harsco Agreement.  Judge Shannon held that dismissal of the
Debtors' Complaint is appropriate and warranted.

A copy of the Court's Opinion, dated November 23, 2010, is
available at http://is.gd/i5lUAat Leagle.com.

                       About Taylor-Wharton

Taylor-Wharton International, LLC, is a technology, service and
manufacturing network for gas applications involving pressure
vessels and precision valves.  Taylor-Wharton International
operates three complementary businesses from 16 manufacturing,
sales, warehouse and service facilities in six countries on four
continents, and markets its products in over 80 countries
worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. D. Del. Case No. 09-14089).  The Company
listed $10 million to $50 million in assets and $100 million to
$500 million in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TEXAS RANGERS: Cuban Withdraws Substantial Contribution Claim
-------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that sports mogul Mark Cuban and his co-bidder Jim Crane
are giving up their demand for a $2.65 million payment connected
to their failed attempt to buy the Texas Rangers baseball team.
Mr. Morath says Mr. Cuban contends he still should be paid for his
"substantial contribution" to the $593 million bankruptcy sale of
the baseball team but says fighting for the money is no longer
worth it.

According to DBR, attorneys for Messrs. Cuban and Crane were due
to appear at the Fort Worth, Texas, bankruptcy court Monday to
argue for the payment, but they instead withdrew their demand
Friday.

"Despite substantial benefit provided by Cuban and Crane of over
$100 million, given the current circumstances, it is not a sound
business decision for Cuban and Crane to continue to incur the
expense and time necessary to pursue this matter," their attorney
wrote in court papers, DBR says.

As reported by the Troubled Company Reporter on October 27, 2010,
the agent for second-lien lenders owed $130 million by Texas
Rangers opposed the request.  Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that the agent argued that
neither Messrs. Cuban nor Crane is a creditor and that the
Bankruptcy Code only permits recovery by creditors who make a
substantial contribution in a bankruptcy case.  The lenders' agent
also cited prior court decisions saying that unsuccessful bidders
don't qualify for substantial contribution claims.

                   About Texas Rangers Baseball

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on August 5 confirmed
the fourth amended version of the Prepackaged Plan of
Reorganization of Texas Rangers Baseball Partners.  The judge's
confirmation order clears the way for a group of Hall of Fame
pitcher Nolan Ryan, and Pittsburgh sports attorney and minor-
league team owner Charles Greenberg to purchase the Texas Rangers.
The Ryan group paid $385 million in cash and assumed $208 million
in liabilities.  The Ryan group outbid Dallas Mavericks owner Mark
Cuban at an auction.


TEXAS RANGERS: Weil Gotshal Bills $5.4 Million for Legal Work
-------------------------------------------------------------
Barry Shlachter, writing for the Star-Telegram, reports that
bankruptcy professionals are seeking Bankruptcy Court approval of
their legal fees in the Texas Rangers case.  The Star-Telegram
says all will be sliced from the $593 million paid for the club by
the group led by Chuck Greenberg and Nolan Ryan.

The fee requests are:

     $5.4 million -- from Weil Gotshall & Manges, which
                     represented Texas Rangers Partners, for more
                     than 8,800 hours billed at rates as high as
                     $990 an hour. Six attorneys asked for fees
                     ranging from $300,000 to $420,000;

     $1.8 million -- from Perella Weinberg Partners, the New York
                     firm originally hired by Hicks Sports Group
                     to find a buyer, for services and expenses
                     for scouting for potential bidders during the
                     bankruptcy;

         $540,000 -- from Fort Worth-based Forshey & Prostok,
                     which replaced Weil Gotshall as the Debtor's
                     attorney when conflicts of interest arose;

         $635,000 -- from William Snyder, the court-appointed
                     chief restructuring officer, for his firm's
                     services and expenses; and

          $97,000 -- also from Mr. Snyder as "enhancement," as
                     well as whatever else the Court deems
                     appropriate.

                   About Texas Rangers Baseball

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on August 5 confirmed
the fourth amended version of the Prepackaged Plan of
Reorganization of Texas Rangers Baseball Partners.  The judge's
confirmation order clears the way for a group of Hall of Fame
pitcher Nolan Ryan, and Pittsburgh sports attorney and minor-
league team owner Charles Greenberg to purchase the Texas Rangers.
The Ryan group paid $385 million in cash and assumed $208 million
in liabilities.  The Ryan group outbid Dallas Mavericks owner Mark
Cuban at an auction.


TIB FINANCIAL: Board Approves Restated ByLaws
---------------------------------------------
On November 23, 2010, the Board of Directors of TIB Financial
Corp. approved an amendment to the Bylaws of the Company to
specify that certificates representing the shares of the Company
must be signed by the Company's Chief Executive Officer and Chief
Financial Officer.

A full-text copy of thee restated Bylaws of the Company is
available for free at http://ResearchArchives.com/t/s?7052

                    About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of December 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.


TOPS HOLDING: William Mills Promoted to Tops Markets' CFO
---------------------------------------------------------
William R. Mills assumed the role of Chief Financial Officer of
Tops Markets, LLC, a wholly-owned subsidiary of Tops Holding,
effective December 1, 2010.

Mr. Mills has been a Senior Vice President of Tops Markets since
November 1, 2010.  Mr. Mills founded William R. Mills Consulting,
which advises owners of small and mid-market companies in
connection with value enhancement, in July 2009.  From 1992 until
2009, Mr. Mills was Senior Vice President, Treasurer and Chief
Financial Officer of Weis Markets, Inc., a chain of supermarkets
located in Pennsylvania and surrounding states, and a member of
its board of directors.  Mr. Mills earned a bachelor of science
degree in accounting from the University of Louisville and is a
certified public accountant.

                         About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

                           *     *     *

According to the Troubled Company Reporter on Nov. 10, 2010,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Tops Holding Corp. to Caa1 from
B3, and downgraded the rating of its $350 million of secured bonds
to Caa1 from B3.  The rating outlook is stable.  This concluded
the review for possible downgrade started on August 10, 2010.


TRICO MARINE: Shipping Seeks Amendments to 11-7/8% Notes Indenture
------------------------------------------------------------------
In a regulatory filing Friday, Trico Marine Services, Inc.,
discloses that on November 30, 2010, the Depository Trust Company
announced within its system, the solicitation by Trico Shipping AS
of consents and waivers (the "Consent Solicitation") from the
holders of the 11-7/8% Senior Secured Notes due 2014 (the "Notes")
to (i) modify or waive certain provisions contained in the
indenture pursuant to which the Notes were issued, dated as of
October 30, 2009, among Trico Shipping, as issuer, the guarantors
identified therein and Deutsche Bank National Trust Company (as
successor trustee to Wells Fargo Bank, N.A.), as trustee
thereunder (the "Trustee") (as amended by the First Supplemental
Indenture, dated as of June 25, 2010, the Second Supplemental
Indenture, dated as of September 21, 2010, and as may be further
amended by a third supplemental indenture to be entered into on or
after the consummation of the consent solicitation if the
requisite consents are obtained, referred to hereafter as the
"Indenture"), and (ii) make certain other amendments, supplements
and waivers to any of the covenants and related definitions in the
Indenture or in other related agreements and documents reasonably
necessary or appropriate to implement the foregoing.

Trico Shipping is making the solicitation to sell two of its
vessels, Trico Sabre and Trico Star, pursuant to an agreement for
an aggregate of $52.3 million and to apply the net sale proceeds
to repay debt and enhance its liquidity.  All or a significant
portion of the net sale proceeds will be used to pay down
indebtedness under the Notes and the working capital facility pro
rata.  The proposed amendments will provide that, if $20 million
in new commitments are received under the priority credit
agreement and certain other conditions are met, Trico Shipping
will apply the entire net sale proceeds to redeem Notes and repay
debt under its working capital facility and will be permitted to
incur $20 million of additional secured indebtedness under its
priority credit facility.  In the alternative, if said conditions
are not met, Trico Shipping will be permitted to retain
$20.0 million of the net sale proceeds for working capital
purposes and the remainder will be applied to redeem Notes and
repay debt under its working capital facility.  In either case,
the proceeds used to redeem Notes and repay debt under the working
capital facility will be applied 91.64% to redeem the Notes at par
plus accrued interest, without paying a make-whole premium, and
8.36% to repay debt under the working capital facility, without
paying a prepayment premium.  Approval of the proposed amendments
requires the consent of the holders of all the outstanding Notes
as of the record date.  Notwithstanding the foregoing, Trico
Shipping may close the Consent Solicitation with less than the
consent of all holders pursuant to the proposed waiver (as
described more fully in the Consent Solicitation Statement).

The Consent Solicitation will expire at 5:00 p.m., Eastern Time,
on December 8, 2010.  The consenting holders will not receive a
consent fee.

In connection with the Consent Solicitation, Trico Shipping
submitted the following documents (the "Consent Solicitation
Documents") to DTC for review: (i) consent solicitation statement,
(ii) letter of consent, (iii) letter to DTC participants and (iv)
form letter to clients.  The Consent Solicitation Documents are
available on Trico Shipping's website, at www.tricomarine.com.

A complete text of the consent solicitation statement is available
for free at http://researcharchives.com/t/s?7083

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC serves as independent accountants and
tax advisors to the Debtors.

Trico's foreign subsidiaries were not included in the filing and
are not be subject to the requirements of the U.S. Bankruptcy
Code.


TRINIDAD DRILLING: Moody's Assigns 'B2' Rating on Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Trinidad
Drilling Ltd.'s proposed US$450 million senior unsecured notes
issue.  Moody's also assigned Trinidad a B1 Corporate Family
Rating and Probability of Default Rating.  The rating outlook is
stable.  Moody's also assigned a Speculative Grade Liquidity
rating of SGL-2.  The proceeds of the notes issue, in conjunction
with drawings under a new credit facility, will be used to
refinance all existing debt.  This is the first time Moody's has
rated Trinidad Drilling Ltd.

Assignments:

Issuer: Trinidad Drilling Ltd.

  -- Probability of Default Rating, Assigned B1

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned B1

  -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
     71 - LGD5 to B2

                        Ratings Rationale

"Trinidad's B1 CFR reflects its high quality rig fleet and
favorable contracted position, which have enabled the company to
produce fairly consistent EBITDA through industry downturns,
establish an operating footprint across North America, and
maintain reasonable leverage" said Terry Marshall, Moody's Senior
Vice President.  "The rating also considers Trinidad's high level
of concentration with two customers, its significant exposure to
drilling in the Haynesville basin, where Moody's believe drilling
could decline as drilling to hold leases subsides and the gas
price remains weak, and the company's exposure to the highly
cyclical North American land drilling market and the attendant
concentration in natural gas."

Trinidad's SGL-2 liquidity rating reflects good liquidity.
Moody's expect that in 2011 Trinidad could generate up to
$50 million in free cash flow after interest payments, cash taxes,
capital expenditures, dividends and working capital requirements.
Pro forma for the notes offering, Trinidad will have approximately
C$150 million of availability under its secured revolving credit
facility, which is comprised of C$200 million and US$100 million
tranches.  The credit facility matures in 2014.  Trinidad should
be comfortably in compliance with its three financial covenants in
2011.  Alternative sources of liquidity are limited principally to
the sale of existing assets, which are largely encumbered.

The stable outlook reflects Trinidad's contracted rig position,
with about 45% of the fleet contracted for a tenor that averages
1.8 years.  The rating could be raised if Trinidad appears able to
sustain its debt to EBITDA at 2.5x or lower, on average through a
normal downturn in the North American land drilling market.  The
rating could be lowered if debt to EBITDA appears poised to rise
above 4x.

The notching of the senior unsecured notes at B2, one notch below
the CFR, reflects the prior ranking secured debt in the capital
structure, in accordance with Moody's Loss Given Default
Methodology.

Trinidad Drilling Ltd. is a Calgary, Alberta-based company engaged
in the provision of onshore drilling services to upstream oil and
gas companies in North America.  The company is also engaged in
well servicing and coring activities and barge drilling.


TRINIDAD DRILLING: S&P Assigns 'BB-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Calgary, Alta.-based land driller
Trinidad Drilling Ltd.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' issue-level
rating (the same as the corporate credit rating) and '4' recovery
rating to the company's proposed $450 million senior unsecured
notes due 2019.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in the event of a
default.  S&P does not rate the company's proposed revolving
credit facilities due 2014 that will close with or shortly after
the notes' sale.

"The ratings on Trinidad reflect S&P's view of the company's weak
business risk profile and significant financial risk profile,"
said Standard & Poor's credit analyst Aniki Saha-Yannopolous.
S&P's assessment of Trinidad's business risk profile hinges on its
position as a land driller subject to the high degree of demand
cyclicality and price volatility inherent in the market for
oilfield services, especially drilling.  The weak business risk
profile also reflects what S&P believes to be the industry's
highly competitive nature as well as Trinidad's high concentration
in the Haynesville shale and significant leverage in the currently
weak natural gas market.  The business risk profile also takes
into account S&P's view of the company's fleet quality and its
long-term contracts.  Trinidad's financial risk profile reflects
S&P's assessment of the company's ability to manage its financial
measures through the recent downturn.

Although Trinidad generates what S&P views as strong gross profit
margins, EBITDA fluctuates dramatically in the North American
market.  Canadian seasonality also adds volatility to the
company's performance.  Nevertheless, S&P believes the U.S. rig
fleet enhances Trinidad's business diversification and overall
business risk profile.  Furthermore, the generally high
utilization rates in the U.S. markets are a positive offset to the
much lower (weather-related) rates in Canada.  The company
weathered the downturn relatively better, with a drop in EBITDA of
almost 25% compared with 50% for other service companies,
Trinidad's take-or-pay contracts on its rigs buoying EBITDA.
However, a 50% decline in EBITDA is not outside the scope of the
level of earnings volatility that the company might experience.

Even though S&P expects Trinidad to perform well in 2011, S&P is
concerned about its exposure to the Haynesville shale, the large
number of rigs that roll off contract at the end of 2011, and its
large customer concentration.  As weak natural gas prices persist
and companies slow their drilling activity in gas shale plays,
especially in the Haynesville, S&P expects some E&P companies to
scale back their gas drilling.  Even though Trinidad is attempting
to limit this exposure by moving rigs to other liquid-rich plays,
S&P is concerned that EBITDA might decline in 2012 because there
might be a potential oversupply of land rigs in the North American
market that might pressure utilization and day rates.  S&P's
expectation is for 2012 EBITDA to decline modestly as a result of
weak supply and demand fundamentals.

The stable outlook reflects S&P's expectation that Trinidad will
maintain near-term credit metrics in line with the 'BB-' rating,
with leverage below 3.0x.  S&P could lower the ratings if leverage
exceeds 3.5x, a scenario S&P thinks could occur as a result of
significantly weaker market fundamentals or aggressively financed
growth initiatives.  S&P could consider a positive rating action
if operating performance allows the company to maintain debt
leverage below 2.5x, and if market fundamentals leads S&P to
believe such credit metrics are sustainable.


TRONOX INC: Agrees to Allow $2.8 Million Environmental Claim
------------------------------------------------------------
Bankruptcy Law360 reports that Tronox Inc. has agreed to allow a
$2.8 million environmental claim by General Electric Co. and
United Nuclear Corp., ending a dispute over cleanup costs at a
New Mexico mine.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


US FIDELIS: Asks to Auction Off Former Executives' Properties
-------------------------------------------------------------
US Fidelis Inc. is seeking to sell off additional real estate
belonging to its former executives for $3.1 million, subject to
higher bidders at auction, Dow Jones' Small Cap reports.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company had
assets of $74,386,836, and total debts of $25,770,655 as of the
petition date.


VERTIS HOLDINGS: On Track to Complete Restructuring by Year's End
-----------------------------------------------------------------
Vertis Holdings, Inc. disclosed two significant milestones toward
the completion of its recapitalization before the end of 2010.
The Company has secured overwhelming note holder support for its
voluntary, pre-packaged Chapter 11 Plan of Reorganization as well
as Court approval for all of its motions heard on December 1,
2010, including authorization to move forward with its
contemplated debt and equity financing arrangements.

At the completion of the voting period, nearly all of Vertis' note
holders had accepted the Company's Plan of Reorganization.  This
includes unanimous support among the Second Lien note holders who
voted, as well as a very favorable 96.2% acceptance rate among the
Senior PIK note holders who voted.  The proposed Plan will allow
Vertis to reduce its debt by approximately 60 percent, or more
than $700 million, while substantially lowering interest costs,
extending maturities and increasing liquidity.

Separately, the U.S. Bankruptcy Court for the Southern District of
New York approved key elements of Vertis' previously announced
exit financing agreements with Morgan Stanley Senior Funding, Inc.
and GE Capital Restructuring Finance.  It also approved key terms
of Vertis' $100 million new common equity injection, as specified
in the Private Placement and the associated backstop agreements.
Once completed, these financing arrangements will provide Vertis
with the financial flexibility to further advance its products and
services and strengthen its leadership position within the
marketing communications industry.

"Building upon the significant progress we have made over the past
two weeks, these recent milestones reaffirm that we are nearing
the successful completion of our recapitalization and will emerge
as a stronger company well positioned for continued investment and
growth," said Gerald Sokol Jr., chief financial officer.  "This
would not have been possible without the support of our note
holders -- including Avenue Capital, our current largest
shareholder, and Alden Global Capital, which will be our largest
shareholder after the recapitalization -- as well as our lenders,
clients, employees and especially our suppliers.

Thanks to the team that has worked so diligently, we are able to
complete our recapitalization quickly, from a strong cash position
and with an unwavering focus on our clients and business
partners."


Perella Weinberg Partners and FTI Consulting, Inc., serve as the
Company's financial advisors. Skadden, Arps, Slate, Meagher & Flom
LLP is the Company's legal counsel.

                     About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- is a marketing
communications company that delivers advertising, direct marketing
and interactive solutions to prominent brands across North
America.

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  The Debtor estimated its assets and debts at
more than $1 billion.  Affiliates also filed separate Chapter 11
petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case
No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC
(Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC
(Bankr. S.D.N.Y. Case No. 10-16174).

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors.
Kurtzman Carson Consultants is the claims and notice agent.
Perella Weinberg Partners is the investment banker and financial
advisor.  FTI Consulting Inc. is the restructuring and financial
advisor.

This is not the Debtors' first journey through chapter 11.  On
July 15, 2008, Vertis and American Color Graphics, each commenced
prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to
complete a merger.  In August 2008, Vertis emerged from
bankruptcy, completing a merger with ACG.


WALTER ENERGY: Moody's Reviews 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Walter Energy,
Inc. (B1 Corporate Family Rating) on review with direction
uncertain following its announcement this morning that it has
signed a definitive agreement to acquire all outstanding
shares of Western Coal Corporation for CAD$11.50 per share,
or CAD$3.3 billion (US$3.3 billion), in cash and/or Walter
shares.  This action primarily reflects the absence of final
financing details.  While Moody's recognizes there is some
tolerance for increase in leverage at the company's current B1
CFR, Moody's notes that the magnitude of the potential debt
increase would likely limit upward movement of the ratings.

Walter Energy, Inc.

Ratings placed on review with direction uncertain:

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B2
  -- $300 million senior secured revolver, Ba3 (LGD 2; 26%)
  -- $136 million term loan, Ba3 (LGD 2; 26%)

The acquisition price represents a 56% premium over the pre-
announcement level of Western's shares.  Moody's believes the
transaction would significantly increase Walter's metallurgical
coal production, diversify its operations by adding mines in two
new geographies, and provide access to new markets, especially in
Asia.

The review will focus on the final financing structure; and on
ascertaining operating prospects, cash flow and EBITDA generation
capability, capex requirements and plans to finance expansion
projects, post-acquisition capitalization, and liquidity position
of the combined entity.  During the review, Moody's will also seek
to assess the combined entity's intended long-run capital
structure, expected debt reduction from cash flows, and ensuing
credit metrics.

Moody's estimates the acquisition of Western could immediately
double Walter's coal production to the 15-16 million ton range,
and considering expansion plans at both entities, total production
could easily exceed 20 million tons over the next two to three
years.  Acquired mining sites in Western Canada and Central
Appalachia would add geographic diversity beyond Walter's current
concentrated position in Southern Appalachia.

The last rating action on Walter occurred on October 14, 2009,
when its CFR was raised to B1 from B2.  In addition, its amended
$300 million senior secured credit facility was assigned a Ba3
rating and its $138 million term loan was upgraded to Ba3 from B2.

Walter Energy, Inc., headquartered in Tampa, Florida, is primarily
a metallurgical coal producer which also produces metallurgical
coke, steam and industrial coal, and natural gas.  Revenues for
LTM period ended September 30, 2010, were $1.4 billion.


WASHINGTON MUTUAL: Wants Attys. Not Testifying on Settlement
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the confirmation hearings for Washington Mutual
Inc. before U.S. Bankruptcy Judge Mary F. Walrath on Dec. 3, the
bankrupt holding company was trying to shield its lawyers from
having to testify by presenting evidence showing that company
officers were able to divine the merits of settlement without
relying on the advice of lawyers.  The centerpiece of WaMu's plan
is a settlement with the Federal Deposit Insurance Corp. and
JPMorgan Chase & Co.  By not relying on the advice of counsel,
WaMu is exposing itself to the argument that led to the defeat of
the Spansion Inc. settlement in 2009, according to Mr. Rochelle.

Mr. Rochelle recounts that in June 2009, Delaware bankruptcy judge
Kevin J. Carey refused to approve a settlement between Samsung
Electronics Co. and Spansion Technology Inc., a manufacturer of
flash-memory semiconductors that filed under Chapter 11 earlier
that year.  Judge Carey concluded that Spansion's chief
restructuring officer "incredibly" didn't rely on advice from
patent counsel in deciding to settle.  Judge Carey concluded that
the proposed settlement was "based less on an evaluation of the
merits" of the lawsuits than on a "desire to negotiate a quick
settlement."

According to Mr. Rochelle, WaMu is taking the position that the
merits of the settlement are self-evident even without advice of
counsel.  Also, lawyers will be able to give the judge their views
about the legal merits of settlement when they file post-trial
briefs.

Bankruptcy Law360 reports that shareholders are making the case
that various bankruptcy advisers were improperly relying on the
privileged advice of attorneys in testimony supporting the
settlement.

WaMu's Chapter 11 plan is based on settlements with the Federal
Deposit Insurance Corp. and JPMorgan Chase & Co.  The revised plan
will distribute more than $7 billion to creditors.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WATER'S EDGE: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Water's Edge Partners, LLC
        90 North High Street
        Columbus, OH 43215

Bankruptcy Case No.: 10-64178

Chapter 11 Petition Date: December 2, 2010

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman, Jr.

Debtor's Counsel: Robert J. Morje, Esq.
                  P.O. Box 6545
                  600 South Pearl Street
                  Columbus, OH 43206
                  Tel: (614) 224-8000
                  Fax: (614) 588-8826
                  E-mail: rmorje.attorney@gmail.com

Scheduled Assets: $2,004,050

Scheduled Debts: $3,884,883

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ohsb10-64178.pdf

The petition was signed by Jason Gunsorek, partner.


WEST CORP: Receives Consents to Amend 2014 Senior Indenture
-----------------------------------------------------------
West Corporation received tenders and consents from the holders of
$502.35 million aggregate principal amount, or approximately
77.3%, of its outstanding 9.5% Senior Notes due 2014 by the
expiration of the consent payment deadline, November 23, 2010, at
5:00 p.m. Eastern time.  The consents received exceeded the number
needed to approve the proposed amendments to the indenture under
which the 2014 Notes were issued.  The terms of the tender offer
and consent solicitation for the 2014 Notes are detailed in West
Corporation's offer to purchase and consent solicitation statement
dated November 9, 2010.

Pursuant to the terms of the tender offer, West Corporation has
accepted for payment all 2014 Notes tendered on or prior to the
Consent Date, and holders that tendered such 2014 Notes will
receive $1,051.25 per $1,000 in principal amount of the 2014 Notes
validly tendered, plus accrued and unpaid interest.  Any holder
that tenders its 2014 Notes after the Consent Date and prior to
the expiration of the tender offer at Midnight Eastern time, on
December 8, 2010 will receive $1,021.25 per $1,000 in principal
amount of the 2014 Notes validly tendered, plus accrued and unpaid
interest.

Based on the consents received, West Corporation and the trustee
under the indenture governing the 2014 Notes have entered into a
supplemental indenture that eliminates substantially all
affirmative and restrictive covenants and certain events of
default under the indenture governing the 2014 Notes, and provides
for a shorter notice period required in connection with a
voluntary redemption.

The Company intends to deliver a notice of redemption to holders
of the remaining 2014 Notes, pursuant to which the Company will
redeem all outstanding 2014 Notes that are not tendered by the
Expiration Time in accordance with the terms of the indenture
governing the 2014 Notes.  The notice of redemption will specify
that the redemption date will be December 9, 2010.

Deutsche Bank Securities Inc. has acted as Dealer Manager for the
Tender Offer.  Questions regarding the Tender Offer may be
directed to Deutsche Bank Securities Inc. at (212) 250-6429
(collect).

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation had total assets of $3,008,762,000, total
liabilities of $4,068,914,000, Class L Common Stock of
$1,413,958,000, and a stockholders' deficit of $2,474,110,000 as
of June 30, 2010.

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


* S&P's Global Corp. Default Tally Up By One to 75 YTD 2010
-----------------------------------------------------------
U.S.-based Yellow Pages publisher Local Insight Regatta Holdings
filed for Chapter 11 on Nov. 19.  This raises the year-to-date
2010 global corporate default tally by one from its previous
report to 75 defaults, said an article published by Standard &
Poor's, titled "Global Corporate Default Update (Nov. 19 - Dec. 2,
2010) (Premium)."

"By region, the current year-to-date default tallies are 52 in the
U.S., three in Europe, nine in the emerging markets, and 11 in the
other developed region," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research.  The other developed region
includes Australia, Canada, Japan, and New Zealand.

So far this year, missed interest or principal payments are
responsible for 27 defaults, Chapter 11 and foreign bankruptcy
filings account for 23, distressed exchanges account for 20,
receiverships are responsible for three, and regulatory directives
and administration account for one default each.

Of the global corporate defaulters in 2010, 41% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 10% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 10% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 16% had recovery ratings of
'3' (meaningful recovery prospects of 50% to 70%).  And for the
remaining two rating categories, 13% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                                        Total
                                             Total     Share-
                                 Total     Working    Holders
                                Assets     Capital     Equity
Company           Ticker        ($MM)       ($MM)      ($MM)
-------           ------       ------     -------    -------
ABRAXAS PETRO       AXAS US        178.1        (5.2)      (1.7)
ABSOLUTE SOFTWRE    ABT CN         124.2        (6.0)      (6.2)
ACCO BRANDS CORP    ABD US       1,097.3       261.9      (97.3)
AEGERION PHARMAC    AEGR US          3.3       (23.4)     (22.7)
ALASKA COMM SYS     ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG     AXL US       2,071.4        61.9     (469.1)
AMERICAN WATER W    AWK US      13,983.7      (114.0)  (1,993.5)
AMR CORP            AMR US      25,357.0    (2,102.0)  (3,643.0)
ARQULE INC          ARQL US         94.1        45.1       (9.7)
ARRAY BIOPHARMA     ARRY US        139.3        23.0     (125.2)
ARVINMERITOR INC    ARM US       2,879.0       331.0   (1,023.0)
AUTOZONE INC        AZO US       5,571.6      (452.1)    (738.8)
BLUEKNIGHT ENERG    BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E    BEI-U CN     2,343.6         -       (100.8)
BOARDWALK REAL E    BOWFF US     2,343.6         -       (100.8)
BOSTON PIZZA R-U    BPF-U CN       111.3         5.0     (116.3)
BRAVO BRIO RESTA    BBRG US        162.8       (28.9)     (61.5)
CABLEVISION SY-A    CVC US       7,501.6      (157.7)  (6,222.8)
CC MEDIA-A          CCMO US     17,393.5     1,410.4   (7,219.6)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC          CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY     CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY     LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS       CHH US         403.3       (11.5)     (75.5)
CLEVELAND BIOLAB    CBLI US         11.9        (9.7)     (10.0)
COMMERCIAL VEHIC    CVGI US        289.3       114.0       (5.7)
COMPLETE GENOMIC    GNOM US         39.8       (20.9)      (0.6)
CONSUMERS' WATER    CWI-U CN       869.7         9.9     (263.6)
CUMULUS MEDIA-A     CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP        DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A      DISH US      9,292.9       733.1   (1,416.5)
DISH NETWORK-A      EOT GR       9,292.9       733.1   (1,416.5)
DOMINO'S PIZZA      DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET    DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK       EK US        6,929.0     1,406.0     (213.0)
EXELIXIS INC        EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO       F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F BB       180,330.0   (18,558.0)  (1,740.0)
GENCORP INC         GY US          981.8       150.8     (224.9)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING    GRM US       2,840.3       259.1     (580.3)
GREAT ATLA & PAC    GAP US       2,531.0      (141.5)    (679.9)
HEALTHSOUTH CORP    HLS US       1,796.9       124.3     (394.9)
HICKS ACQUISITIO    HKACU US         0.8        (0.8)      (0.1)
HOVNANIAN ENT-A     HOV US       1,909.8     1,264.2     (207.4)
IDENIX PHARM        IDIX US         63.1        24.0      (21.3)
INCYTE CORP         INCY US        464.6       305.0     (128.9)
INTERMUNE INC       ITMN US        143.9        10.2      (67.7)
IPCS INC            IPCS US        559.2        72.1      (33.0)
ISTA PHARMACEUTI    ISTA US        112.2         8.8      (71.8)
JAZZ PHARMACEUTI    JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY INCO    JE-U CN      1,834.1      (578.0)    (497.2)
KNOLOGY INC         KNOL US        658.7        53.5       (5.3)
LIGAND PHARM-B      LGNDD US       112.6        (1.4)      (1.1)
LIGHTING SCIENCE    LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A    TVL US         782.4        21.2     (146.9)
LORILLARD INC       LO US        3,504.0     1,665.0      (38.0)
MAGMA DESIGN AUT    LAVA US         74.6         9.6       (6.1)
MAINSTREET EQUIT    MEQ CN         399.4         -         (8.6)
MANNKIND CORP       MNKD US        305.1        76.5     (181.4)
MEAD JOHNSON        MJN US       2,217.6       414.5     (415.7)
MITEL NETWORKS C    MITL US        624.5       162.6      (48.1)
MOODY'S CORP        MCO US       2,348.2       508.8     (297.6)
MORGANS HOTEL GR    MHGC US        759.1        47.0      (42.1)
NATIONAL CINEMED    NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL       NAV US       9,418.0     2,011.0   (1,040.0)
NEWCASTLE INVT C    NCT US       3,760.1         -       (591.2)
NORTH AMERICAN G    NMGL US          0.0        (0.1)      (0.1)
NPS PHARM INC       NPSP US        228.8       147.8     (149.8)
OTELCO INC-IDS      OTT-U CN       331.6        27.5       (3.5)
OTELCO INC-IDS      OTT US         331.6        27.5       (3.5)
PALM INC            PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN    PDLI US        257.5        26.1     (304.5)
PETROALGAE INC      PALG US          5.9        (8.2)     (51.6)
PHARMATHENE INC     PIP US          21.6       (17.7)     (11.4)
PLAYBOY ENTERP-A    PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLA US         165.8       (16.9)     (54.4)
PRIMEDIA INC        PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP    PRMW US         30.5       (24.2)      (6.2)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
QUANTUM CORP        QTM US         459.6       127.8      (83.7)
QWEST COMMUNICAT    Q US        18,959.0    (1,163.0)  (1,425.0)
REGAL ENTERTAI-A    RGC US       2,670.3       114.1     (267.3)
REVLON INC-A        REV US         794.8        86.9     (991.8)
RSC HOLDINGS INC    RRR US       2,736.4      (175.7)     (37.5)
RURAL/METRO CORP    RURL US        293.7        46.4      (95.1)
SALLY BEAUTY HOL    SBH US       1,589.4       387.1     (460.3)
SEALY CORP          ZZ US          964.9       161.4      (95.4)
SINCLAIR BROAD-A    SBGI US      1,536.2        37.8     (156.0)
SINCLAIR BROAD-A    SBTA GR      1,536.2        37.8     (156.0)
SMART TECHNOL-A     SMT US         559.1       201.9      (63.2)
SMART TECHNOL-A     SMA CN         559.1       201.9      (63.2)
STEREOTAXIS INC     STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES     SUI US       1,164.1         -       (131.0)
SYNERGY PHARMACE    SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS     TCO US       2,529.7         -       (541.1)
TEAM HEALTH HOLD    TMH US         886.9         4.7      (18.2)
THERAVANCE          THRX US        212.6       161.1     (141.1)
UNISYS CORP         UIS US       2,840.1       472.1   (1,034.2)
UNITED CONTINENT    UAL US           -      (1,186.0)  (2,206.0)
UNITED RENTALS      URI US       3,744.0       188.0      (15.0)
VECTOR GROUP LTD    VGR US         859.0       245.3      (37.7)
VENOCO INC          VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
WARNER MUSIC GRO    WMG US       3,779.0      (592.0)    (211.0)
WEIGHT WATCHERS     WTW US       1,103.1      (377.9)    (708.2)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO       GRA US       4,209.6     1,333.7     (175.1)
YRC WORLDWIDE IN    YRCW US      2,673.1      (288.2)    (121.7)



                           *********

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
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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
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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
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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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