TCR_Public/101208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 8, 2010, Vol. 14, No. 340

                            Headlines

221-06 MERRICK: Bank Fails to Shorten Bankruptcy
315 UNION: Loan Default Prompts Chapter 11 Bankruptcy Filing
ACTIVECARE INC: Recurring Losses Cue Going Concern Doubt
ADELPHIA COMMUNICATIONS: Trustee Declares $215-Mil. Distribution
AFFINIA GROUP: Moody's Assigns 'B3' Rating to Add-On Notes

AFFINIA GROUP: S&P Assigns 'CCC+' Rating on $75 Mil. Notes
AIRCOMM COMMUNICATIONS: Court Outlines Use of Cash Collateral
AK STEEL: Moody's Assigns 'Ba3' Rating to $150 Mil. Senior Notes
AK STEEL: S&P Affirms 'BB' Rating on $150 Mil. Senior Notes
AMBAC FINANCIAL: Wins Nod of BoNY Deal on Purchase Contracts

AMBAC FINANCIAL: Bradley Freedberg Seeks Equity Committee
AMBAC FINANCIAL: Directors Disclose Ownership of Stock
AMC ENTERTAINMENT: Fitch Puts 'CCC/RR6' Rating on $600 Mil. Notes
AMERICAN HOUSING: Emerges From Chapter 11 Protection
AMERICAN TOWER: S&P Assigns 'BB+' Rating to $1 Bil. Notes

ANN DURHAM: Case Summary & 19 Largest Unsecured Creditors
ARAWAK ENTERPRISES: Case Summary & Largest Unsecured Creditor
ARCHSTONE-SMITH: Restructuring Cuts Debt by More Than $5.4BB
ASTORIA FINANCIAL: Fitch Upgrades Individual Rating From 'C/D'
AURORA DIAGNOSTICS: S&P Affirms 'B' Corporate Credit Rating

AURORA DIAGNOSTICS: Moody's Assigns 'B2' Rating to $230 Mil. Notes
BERNARD L MADOFF: Shapiro Settles Picard Suit for $625 Mil.
BERNARD L MADOFF: Picard Sues NY Mets Owner & Sterling Equities
BETHLEHEM STEEL: ArcelorMittal Sues Over Tax Benefits
BEVERLY KAY: Voluntary Chapter 11 Case Summary

BIO-RAD LABORATORIES: Fitch Puts 'BB+' Rating on Senior Notes
BIO-RAD LABORATORIES: Moody's Affirms 'Ba1' Corp. Family Rating
BLOCKBUSTER INC: FTI Retention Okayed on Lowered Fees
BLOCKBUSTER INC: Clarifies Committee Duties in Releasing Data
BLOCKBUSTER INC: Rejects 18 Real Property Leases

BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
BOSTON GENERATING: Court Denies Bid to Halt Sale Pending Appeal
BUMBLE BEE: S&P Assigns 'B+' Rating to $605-Mil. Sr. Sec. Notes
C BEAN: Plan Confirmation Hearing Continued Until December 13
C&D CANAL: Closing of Asset Sale Extended Until December 6

CALIFORNIA COASTAL: Seeks Court OK of Plan Deal With Lenders
CAPE FEAR: Voluntary Chapter 11 Case Summary
CHABAD-LUBAVITCH: Settles Stonegate Dispute, Emerges from Ch. 11
CENTEX INVESTMENTS: Bankr. Order Not Subject to Texas Registration
CHANA TAUB: Fails in Bid to Terminate Chapter 11 Trustee

CLEARWIRE COMMS: States Pricing for Offering of $1.325BB in Notes
CLUBCORP CLUB: S&P Assigns 'B+' Corporate Credit Rating
CNOSSEN FAMILY: Case Summary & 2 Largest Unsecured Creditors
COLCO SERVICES: Case Summary & 19 Largest Unsecured Creditors
COLLEGE STATION: Case Summary & 9 Largest Unsecured Creditors

CONCHO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
CONSOLIDATED HORTICULTURE: US Trustee Names 3 Members to Committee
CONSOLIDATED HORTICULTURE: Blank Rome OK'd as Committee's Counsel
CONSOLIDATED HORTICULTURE: Wants Dec. 20 Deadline for Schedules
CONSOLIDATED RESORTS: Lender Selling Time Share Loan Portfolio

CONSUMER PRODUCTS: Posts $992,800 Net Loss in September 30 Quarter
COOLEY VILLAGE: Case Summary & 2 Largest Unsecured Creditors
COREY MARAGH: To Make Adequate Protection Payments to FC Partners
COUNTRYVIEW MHC: Can Use Cash Collateral on Interim; BofA Objects
COUNTRYVIEW MHC: Section 341(a) Meeting Scheduled for Jan. 4

CYPRESS BEND: Case Summary & Largest Unsecured Creditor
DARRYL GORDON: Case Summary & 20 Largest Unsecured Creditors
DBSD N.A.: Plan Confirmation Reversed as to Sprint
DENNY HECKER: Admits to Hiring Proxy to Buy Back Bikes
DOMINICK SARTORIO: Examiner Fails to Reopen Bankr. Case

DOUGLAS HURST: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS TEXTOR: Case Summary & 3 Largest Unsecured Creditors
E.F.L. PARTNERS: Court Dismisses Chapter 11 Case
FCC HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
FCC HOLDINGS: S&P Assigns 'B-' Counterparty Credit Rating

FGIC CORP: Court Extends Plan Filing Exclusivity Until Feb. 1
FIDDLER'S CREEK: Files Separate Bankruptcy-Exit Plans
FIRST COMMONWEALTH: Fitch Affirms 'BB+' Preferred Stock Rating
FNDS3000 CORP: Accumulated Losses Prompt Going Concern Doubt
FOCUS BRANDS: S&P Assigns Corporate Credit Rating at 'B'

FOUR POINTS BY SHERATON: Marshall Hotels Officials Named Receiver
FRANK MONGELLUZZI: E.D. Pa. Court Has Personal Jurisdiction
GENARO PRODUCE: Case Summary & 3 Largest Unsecured Creditors
GENCORP INC: Board Committee OKs 2010 LT Incentive Program
GENERAL GROWTH: Files 1st Post-Confirmation Status Report

GENOIL INC: Posts C$1.2-Mil. Net Loss in September 30 Quarter
GEORGE RUCKER: Case Summary & 9 Largest Unsecured Creditors
GILLOM SMITH: Case Summary & 20 Largest Unsecured Creditors
GLORY BEAR: Voluntary Chapter 11 Case Summary
GOODY'S LLC: Del. Bankr. Court Rules on SJW Land's Claims

GRANDE VISTA: Involuntary Chapter 11 Case Summary
GREDE FOUNDRIES: W.D. Wis. Says Electricity is a UCC "Good"
GREGORY MOUNT: Case Summary & 4 Largest Unsecured Creditors
GUIDED THERAPEUTICS: Lightouch PMA 'Suitable for Filing'
HEALTHSOUTH CORP: Inks New Three-Year Contract with CEO Grinney

HERTZ CORP: Fitch Puts 'BB-' Rating on $500MM Senior Notes
HERTZ CORP: Moody's Assigns 'B2' Rating on Sr. Unsecured Notes
HERTZ CORP: S&P Assigns 'CCC+' Rating to $500 Mil. Senior Notes
HOLIDAY INN BUFFALO: Marshall Hotels Officials Named Receiver
HOLIDAY INN DANBURY: Marshall Hotels Officials Named Receiver

INTELSAT SA: Seeks FCC Nod to Move Licenses for Reorganization
ISLAND WAY: Case Summary & 3 Largest Unsecured Creditors
JAYANTHI SWAMINATH: Case Summary & 6 Largest Unsecured Creditors
JODENE PUFF: May Enter Into Lease Agreements
JOHN HURNEY: Voluntary Chapter 11 Case Summary

KINDER MORGAN: Fitch Assigns 'BB+' Rating to $600 Mil. Notes
KINDER MORGAN: Moody's Puts 'Ba1' Rating on $600 Mil. Senior Notes
LAMARR TYLER: Case Summary & 4 Largest Unsecured Creditors
LANDRY'S HOLDINGS: Moody's Confirms 'B2' Corporate Family Rating
LEADOFF, LLC: Voluntary Chapter 11 Case Summary

LIONS GATE: Renews Charges Double-Crossing Charges vs. Icahn
LIONS GATE: Needs "Clean Up" Before MGM Merger, Icahn Says
LOEHMANN'S HOLDINGS: Seeks Permission to Launch $25MM Offering
LOUISVILLE ORCHESTRA: Seeks to Shed Union Contract for 4 Months
LOUISVILLE ORCHESTRA: Case Summary & Creditors List

MARK GINSBURG: Court Expands Overseer's Role in Nationwide Suit
MARY PRESTON: Case Summary & 8 Largest Unsecured Creditors
MAYAGUEZ ADVANCED: Court Won't Reconsider Suit Dismissal
METISCAN INC: Posts $93,700 Net Loss in September 30 Quarter
METRO-GOLDWYN-MAYER: Lions Gate Needs "Clean Up" Before Merger

METROPOLITAN 885: SL Green Deal Won't Impact Ch. 11 Case
MICHAEL ARANDA: Jupiter Residence Exempt From Certain Claims
MICROSEMI CORP: S&P Assigns 'BB-' Corporate Credit Rating
MOMENTIVE SPECIALTY: To Sell Resins Biz. to Harima for $120MM
MORGANS HOTEL: Committee Begins Search for New CEO

MMP 10180: Voluntary Chapter 11 Case Summary
NEC HOLDINGS: Elk Grove Plant Shutdown Leaves 178 Jobless
NEXTAG INC: Moody's Assigns 'B1' Corporate Family Rating
NIELSEN COMPANY: Fitch Affirms 'B' Issuer Default Ratings
NORTEL NETWORKS: Bill for Disabled-Workers Pending in Canada

NORTH SILVER LAKE: Dist. Ct. Allows VesCor Receiver Suit
NORTHWEST SUBURBAN: Cutler Malpractice Suit Goes Back to Trial Ct.
NOVELIS INC: Moody's Downgrades Corporate Family Rating to 'B1'
OMNIRELIANT HOLDINGS: Sells Local Ad Link Software to Zurvita
OSCAT ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors

OTC HOLDINGS: Supplier Seeks Payment of Nativity-Scene Costumes
PATRIOT COAL: S&P Puts 'B+' Rating on CreditWatch Negative
PENNSYLVANIA ACADEMY: May Seek Arbitration in Regitz Suit
PILGRIM'S PRIDE: Moody's Assigns 'B1' Corporate Family Rating
PIONEER VILLAGE: Oregon Court Denies Piecemeal Sale of Assets

PPS PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
PRIVATE MEDIA: Posts EUR2.6 Million Net Loss in Q3 2010
PROTEAN HEALTH: Voluntary Chapter 11 Case Summary
RICHARD LARSEN: Case Summary & 8 Largest Unsecured Creditors
ROCK PAPER: Case Summary & 20 Largest Unsecured Creditors

SAN PASQUAL: Moody's Gives Positive Outlook, Affirms 'B2' Rating
SENTINEL MANAGEMENT: Court Compels SEC to Release Docs
SEQUENOM INC: Has Offering of 14-Mil. Shares at $6 Apiece
SHILO INN: Section 341(a) Meeting Scheduled for Jan. 3
SHILO INN: Wants Cash Collateral Use & Credit Line Pact

SIX FLAGS: S&P Downgrades Rating on First-Lien Loan to 'BB-'
STEINWAY MUSICAL: Moody's Affirms 'B2' Corporate Family Rating
SUNCOAST ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
SWORDFISH FINANCIAL: Posts Restated Net Loss of $2.0MM in Q3 2009
TAMARACK RESORT: Hearing on Credit Suisse's Conversion Bid Begins

TERRA-BENTLEY: State Court Judgment Does Not Bar Avoidance Claims
THREADNEEDLE STREET: Case Summary & 10 Largest Unsecured Creditors
THRIFTCO INC: Case Summary & 4 Largest Unsecured Creditors
THRIFTWAY INC: Case Summary & 20 Largest Unsecured Creditors
TIB FINANCIAL: To Finalize Valuation & Purchase Price Allocation

TOWN SPORTS: SEC Staff Completes Probe on Accounting Matters
TRIANGLE MANAGEMENT: Court Approves Bankruptcy Case Dismissal
TRIPEAK LLC: Section 341(a) Meeting Scheduled for Jan. 3
UC FARMS: Case Summary & 2 Largest Unsecured Creditors
UNION STREET: Case Summary & 8 Largest Unsecured Creditors

UNIVERISTY MILLENIUM: Involuntary Chapter 11 Case Summary
VISHAY INTERTECHNOLOGY: Moody's Assigns 'Ba1' Rating on Loan
VITRO SAB: Noteholders Ask Court to Block Non-Consensual Exchange
WALTER RIZER: Case Summary & 20 Largest Unsecured Creditors
WALTERBORO CHRISTIAN: Case Summary & Creditors List

WASHINGTON LOOP: Sues First Central for Failed Funding
WASTE2ENERGY HOLDINGS: Issues $125,000 Sub. Conv. Debenture
WEBSTER FINANCIAL: Fitch Upgrades Ratings, Gives Stable Outlook
WELLS FARGO: Capital Improvement Cues Moody's to Affirm Ratings
WOODSIDE GROUP: Has $101 Million Comprehensive Settlement

W.R. GRACE: Proposes to Settle Massachusetts Tax Claims
W.R. GRACE: Presents Settlement with CNA Companies
W.R. GRACE: Asks for OK of Deal with Swiss Reinsurance
X-RITE INCORPORATED: Moody's Upgrades Corp. Family Rating to 'B2'

* Consumer Bankruptcy Filings Drop 13% in November
* Mounting State Debts Stoke Fears of a Looming Crisis

* Upcoming Meetings, Conferences and Seminars

                            *********

221-06 MERRICK: Bank Fails to Shorten Bankruptcy
------------------------------------------------
Judge Joel B. Rosenthal approved 21-06 Merrick Blvd. Associates
LLC's request for an extension of exclusive time to file a plan of
reorganization to and including January 28, 2011.  The time to
confirm a plan is extended through and including March 28, 2011.

Amalgamated Bank's request to dismissal the Debtor's case is
denied.  Judge Rosenthal said the bank has failed to establish
cause to warrant the dismissal of the Debtor's case.  The bank's
request to terminate the automatic stay for lack of adequate
protection is carried until a hearing on January 20, 2011, at
11:00 a.m. in Courtroom 3577, U.S. Bankruptcy Court, 271 Cadman
Plaza East, in Brooklyn, New York.  All parties may address the
Debtor's continued ability to file a feasible plan within a
reasonable time and whether sufficient funds are available to the
Debtor to pay current and ongoing obligations through Confirmation
and until the Debtor's property can support its cash flow
requirements.

A copy of Judge Rosenthal's December 3, 2010 Decision and Order is
available at http://is.gd/ik9fGfrom Leagle.com.

Based in Staten Island, New York, 221-06 Merrick Blvd. Associates
LLC, c/o BP Real Estate Investors, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 10-45657) on June 16, 2010.
Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn,
serves as the Debtor's counsel.  According to the schedules, the
Company said assets total $7,015,000 while debts total $3,063,350.


315 UNION: Loan Default Prompts Chapter 11 Bankruptcy Filing
------------------------------------------------------------
315 Union Street Holdings LLC, and Union Street Plaza Operations
LLC filed separate Chapter 11 petitions in the U.S. Bankruptcy
Court in Nashville, Tennessee, in order to avert foreclosure.

315 Union and Union Street own the Hotel Indigo on Union Street in
downtown Nashville.  They valued the property at $13.1 million.

G. Chambers Williams III at The Tennessean reports Branch Banking
& Trust of Atlanta, owed $17.5 million on a secured loan, in
October filed a lawsuit alleging a default by 315 Union Street on
the loan.  The suit, which was moved to the district court from
state court, seeks to foreclose on the property.

Steven Lefkovitz, Esq., at Lefkovitz & Lefkovitz, in Nashville,
represents the Debtors.

Erika R. Barnes, Esq., and Allison Wiemer, Esq., at Stites &
Harbison, represent the bank, according to Brian Reisinger at
Nashville Business Journal.

315 Union Street Holdings, LLC , filed for Chapter 11 protection
on Dec. 3, 2010 (Bankr. M.D. Tenn. Case No. 10-13106).   In its
schedules, the Debtor disclosed assets of $13,162,646 and debts of
$25,484,852.

Union Street Plaza Operations, LLC, also filed for Chapter 11
bankruptcy on Dec. 3 (Bankr. M.D. Tenn. Case No. 10-13107).  In
its schedules, the Debtor disclosed $1,021,971 in assets and
$17,695,245 in liabilities.


ACTIVECARE INC: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------
ActiveCare, Inc., filed on November 30, 2010, its annual report on
Form 10-K for the fiscal year ended September 30, 2010.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ActiveCare's ability to continue
as a going concern, following the Company's results for fiscal
year 2010.  The independent auditors noted that the Company has
incurred recurring operating losses and has an accumulated
deficit.

The Company reported a net loss of $11.64 million on $548,324 of
revenue for fiscal 2010, compared with a net loss of $2.42 million
on $451,750 of revenue for fiscal 2009.

The Company's balance sheet at September 30, 2010, showed
$2.73 million in total assets, $1.25 million in total liabilities,
and stockholders' equity of $1.48 million.

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

               http://researcharchives.com/t/s?708a

                      About ActiveCare Inc.

ActiveCare, Inc.'s original business involves the manufacture and
distribution of medical diagnostic equipment and laboratory stains
and solutions.  Over the years, it expanded its business plan to
incorporate products and services focused on the elderly market.
The Company  -- http://www.activecare.com/-- has established a
CareCenter with highly trained specialists to assist the elderly
in managing their daily lives and has developed numerous products
designed to assist the elderly maintain a more active and mobile
lifestyle.  The first product that the Company introduced is the
ActiveOne(TM) device.  The ActiveOne(TM) is a patented mobile
personal emergency response ("PERS") device that allows the user
to contact the CareCenter at the push of a button.


ADELPHIA COMMUNICATIONS: Trustee Declares $215-Mil. Distribution
----------------------------------------------------------------
The trustees for the Adelphia Recovery Trust have declared a
distribution of $215 million in cash payable by December 21, 2010,
to holders of interests in the Trust pursuant to the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of
Adelphia Communications Corporation and Certain Affiliated
Debtors, dated as of January 3, 2007, as Confirmed.

The Trust has established a Record Date for purposes of this
distribution of December 13, 2010.  A chart summarizing the
distribution of cash to be made to each series of interests in the
Trust is available in the "Important Documents Adelphia Recovery
Trust" section of Adelphia's Web site at
http://www.adelphiarestructuring.com/

Upon distribution, a letter with additional information concerning
the distribution will be delivered to holders and will be made
available in the "Important Documents Adelphia Recovery Trust"
section of Adelphia's Web site.  Interest holder inquiries
regarding Trust distributions under the Plan should be directed to
creditor.inquries@adelphia.com

                    About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offers analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, which became effective February 13,
2007.  The Trust holds certain litigation claims transferred
pursuant to the Plan against various third parties and exists to
prosecute the causes of action transferred to it for the benefit
of holders of Trust interests.


AFFINIA GROUP: Moody's Assigns 'B3' Rating to Add-On Notes
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Affinia Group
Inc.'s add-on $75 million 9.0% Senior Subordinated Notes due 2014.
In a related action Moody's affirmed all of Affinia's ratings:
Corporate Family and Probability of Default Ratings at B2; senior
secured note rating at B1; and the subordinated note rating at B3.
The Speculative Grade Liquidity Rating also was affirmed at SGL-2.

Rating Assigned:

  -- Add-on $75 million 9.0% Senior Subordinated Notes due 2014,
     B3 (LGD4, 69%).

Ratings Affirmed:

  -- B2, Corporate Family Rating;
  -- B2, Probability of Default;
  -- B1 (LGD3, 36%) for the $223 million senior secured notes;
  -- B3 (LGD4, 69%) for the $267 million subordinated notes;
  -- B3, Senior Unsecured Issuer Rating;
  -- Speculative Grade Liquidity Rating of SGL-2

                        Ratings Rationale

Affinia recently announced a $75 million add-on senior
subordinated note offering.  The net proceeds from the add-on
notes will be used to fund the $24 million buy-out the company's
non-controlling interest in its Affinia-MAT 50/50 joint venture,
and repay $49 million of outstanding borrowings under the
company's asset based revolving credit facility.  The joint
venture comprised the company's brake friction products operations
in India.  As a 100% subsidiary of Affinia, the operation is
expected to provide stronger growth opportunities in the region.

The affirmation of the B2 Corporate Family Rating incorporates
Moody's expectation that Affinia's operating performance, along
with the incremental leverage from the add-on senior subordinated
notes, will continue to support the assigned rating over the
intermediate term.  Affinia's quarterly operating performance in
2010 continues to demonstrate improvement over prior year periods
as improved general economic conditions have supported increasing
consumer demand for vehicle service.  Affinia's product offerings
are largely consumables such as filtration and brake products with
demand generally correlated with normal maintenance and wear
requirements.  For the LTM period ending September 30, 2010,
Affinia's EBIT/Interest and Debt/EBITDA (including Moody's
adjustments) approximated 1.7x, and 4.1x, respectively.

The stable rating outlook incorporates Moody's expectation that
Affinia's operating performance over the intermediate-term will
support the assigned rating as economic conditions in the U.S.
stabilize.  The automotive aftermarket parts sector benefits from
a growing number of registered vehicles and improving trends in
passenger miles driven.

The Speculative Grade Liquidity Rating of SGL-2 continues
to reflect Moody's anticipation that Affinia will maintain
a good liquidity profile over the near term.  As of September 30,
2010, the company maintained $72 million of cash (excluding
$13 million of restricted cash).  Liquidity also is supported by
a $315 million asset based revolving credit facility which had
$199 million of availability as of September 30, 2010, subject to
a borrowing base, after $80 million of borrowings and $16 million
of letters of credit.  Outstandings under the facility will be
paid down with $49 million from the proceeds of the above add-on
senior subordinate note offering.  The facility contains a
springing fixed charge coverage covenant once availability falls
below the greater of 12.5% of the total revolving loan commitments
and $39.5 million.  However, Moody's does not expect this
threshold to be met over the near-term.  Alternate forms of
liquidity are limited by the company's revolving credit facility
and senior secured note which are secured by substantially all of
the company's assets.  Affinia's is expected to generate positive
free cash flow over the next 12 months as economic conditions
supporting its end markets continue to stabilize.

The last rating action for Affinia was on June 28, 2010, when
Affinia's B2 rating was affirmed and the rating outlook changed to
stable from negative.

Affinia Group Inc., headquartered in Ann Arbor, MI, is a designer,
manufacturer and distributor of aftermarket components for
passenger cars, sport utility vehicles, light, medium and heavy
trucks and off-highway vehicles.  The company's product range
addresses filtration, brake and chassis markets in North and South
America, Europe and Asia.  In 2009, the company reported revenues
of approximately $1.8 billion.


AFFINIA GROUP: S&P Assigns 'CCC+' Rating on $75 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'CCC+'
issue-level rating on Affinia Group Inc.'s proposed offering of
$75 million principal amount of additional notes to its
$267 million, 9% senior subordinated notes outstanding that are
due 2014 (originally issued on Nov. 30, 2004).  S&P assigned this
proposed debt a recovery rating of '6', reflecting S&P's
expectation that lenders would receive negligible (0% to 10%)
recovery of principal in the event of a default.  The proposed
notes will have the same terms as, and will be treated as a single
series with, the 9% senior subordinated notes.  The existing 9%
senior notes are rated 'CCC+' with a recovery rating of '6'.

Net proceeds from the notes issuance will be used to repay
$49 million of existing indebtedness under a $315 million asset-
based loan revolving credit facility that S&P does not rate and to
finance the $24 million acquisition of the company's remaining 50%
interest of its India joint venture.

In June 2010, Affinia filed a registration statement for an
initial public offering of stock.  The company said it could raise
up to $230 million and would use some of the proceeds to reduce
debt and the rest to fund working capital and for other general
purposes.  Although the execution of the IPO and the amount of
debt reduction are uncertain, S&P believes the add-on transaction,
if successful, could help the company speed up its reduction in
leverage.

The ratings on Affinia Group Inc. reflect the company's highly
leveraged financial risk profile and participation in the
competitive auto aftermarket components industry, which
contributes to what S&P considers a weak business risk profile.
These factors more than offset Affinia's fair geographic diversity
and improving profitability resulting from a multiyear
restructuring program, which is now largely complete and has
resulted in improved profit margins.

                           Ratings List

                        Affinia Group Inc.

Corporate Credit Rating                               B/Stable/--

                           New Ratings

   $342 million 9% senior subordinated notes due 2014    CCC+
    Recovery rating                                      6


AIRCOMM COMMUNICATIONS: Court Outlines Use of Cash Collateral
-------------------------------------------------------------
Judge Letitia Z. Paul denied, without prejudice, Regions Bank's
emergency motion for order prohibiting Aircomm Communications,
Inc. use of cash collateral and for adequate protection.  The Bank
has not met its burden of proof to establish that any of the
Debtor's cash is its cash collateral.  The Bank has not presented
any evidence, which ties the property covered by its assignment of
rents to the Debtor's property.

However, the Court noted that the Debtor's obligation to segregate
and account for cash collateral is independent of the Bank's
motion.  Judge Paul said the Debtor may not use the Bank's cash
collateral, to the extent that cash collateral exists, without
either a further Court order, or the consent of each entity with
an interest in the cash collateral.  Moreover, to the extent
Debtor seeks to use cash collateral, it is obligated to provide
adequate protection of each entity's interest in the cash
collateral.

Regions Bank has filed a proof of claim for $844,757.  The Bank
asserts that its debt is secured by, inter alia, an assignment of
rents as to residential property located in Santa Fe, Texas.

A copy of the Court's Memorandum Opinion, dated December 2, 2010,
is available at http://is.gd/ikJIbfrom Leagle.com.

Aircomm Communications, Inc., filed a voluntary Chapter 11
petition (Bankr. S.D. Texas Case No. 10-80444) on July 30, 2010,
listing under $50,000 in both assets and debts.  Gerson D. Bloom,
Esq., in Galveston, Texas, serves as bankruptcy counsel.
A copy of the Debtor's petition is available at
http://bankrupt.com/misc/txsb10-80444.pdf


AK STEEL: Moody's Assigns 'Ba3' Rating to $150 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to AK Steel's
$150 million 7.625% senior notes issue due 2020.  The notes are
being issued under the company's well known seasoned issuer shelf
rating ((P)Ba3 senior unsecured rating) and are being offered as
additional debt securities under the indenture for the previously
issued $400 million 7.625% notes due 2020.  At the same time,
Moody's confirmed the company's Ba2 corporate family rating, the
Ba2 probability of default rating, and the Ba3 rating on the
$400 million of senior notes due 2020.  The outlook is negative.

AK Steel's Ba2 corporate family rating considers the company's
business mix, its strong contract position, and its excellent
reputation for service and technological leadership.  In addition,
the company's product mix benefits from a meaningful level of
value-added products, including coated, electrical and stainless
products.

The negative outlook reflects AK Steel's weak operating
performance in the third quarter, which will continue in the
fourth quarter of 2010 as manifested in negative EBITDA/ton and
negative earnings performance.  Also factored into the outlook are
the cost pressures facing the company in light of the increase in
the price it pays for iron ore.  Moody's expect AK Steel's metrics
to remain outside its rating category for the balance of 2010, but
to improve to more appropriate levels 2011.  This is based upon
Moody's expectation for volume improvements, albeit relatively
modest, as 2011 progresses and somewhat better price realizations.

At this time, an upgrade is unlikely given Moody's expectation for
a very gradual recovery for both AK Steel and the industry as a
whole.

The rating could be lowered if AK Steel experiences a slower-than-
expected recovery in volumes and price levels, continues to
generate negative EBITDA/ton, debt/EBITDA does not show
improvement toward at least a 4x level, or CFO minus dividends to
debt stays below 15% for a sustainable period of time.

Moody's last rating action on AK Steel was November 19, 2010, when
the outlook was changed to negative from stable.

Headquartered in West Chester, Ohio, AK Steel is a middle tier
integrated steel producer.  Revenues during the 12 months ended
September 20, 2010 were $5.9 billion on steel shipments of
5.7 million tons.


AK STEEL: S&P Affirms 'BB' Rating on $150 Mil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
issue rating (same as the corporate credit rating) on AK Steel
Corp.'s proposed $150 million add-on to its 7.625% senior notes
due 2020.  The recovery rating is '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.  Proceeds will be used for general corporate
purposes.

The ratings (BB/Negative/--) on AK Steel reflect what S&P
considers to be the company's fair business profile and
significant financial risk profile.  The ratings also reflect its
good market positions in a number of higher value-added steel
products, improved capital structure, and adequate liquidity.
These positive factors are somewhat offset by its relatively small
size, high cost position as an integrated steelmaker, lack of
backward integration, limited diversity, high exposure to the
automotive market, and improved but still significant legacy
costs.

The negative outlook reflects S&P's expectation that AK Steel's
operating results will likely worsen during the next several
quarters because of weaker-than-expected steel demand, and high
iron ore costs that the company has been unable to fully recover
in pricing.

                           Ratings List

                          AK Steel Corp.

Corporate credit rating                          BB/Negative/--

                         Rating Affirmed

    $150 million add-on to 7.625% senior notes due 2020  BB
     Recovery rating                                     3


AMBAC FINANCIAL: Wins Nod of BoNY Deal on Purchase Contracts
------------------------------------------------------------
Ambac Financial Group, Inc., received approval from Judge Shelley
C. Chapman of the U.S. Bankruptcy Court for the Southern District
of New York to enter into a stipulation it negotiated with The
Bank of New York Mellon for the termination of certain purchase
contracts and a pledge of collateral.

The Debtor and BoNY Mellon are party to these agreements:

  (i) An Indenture, dated February 15, 2006, between the
      Debtor and BoNY Mellon, as trustee;

(ii) A Supplemental Indenture No. 1, dated March 12, 2008,
      between the Debtor and BoNY Mellon, as trustee;

(iii) A Pledge Agreement, dated March 12, 2008, between the
      Debtor, BoNY Mellon, as collateral agent, custodial agent,
      and securities intermediary, and BoNY Mellon, as purchase
      contract agent; and

(iv) A Purchase Contract Agreement, dated March 12, 2008,
      between the Debtor and BoNY Mellon, as purchase contract
      agent.

The Debtor issued $250,000,000 in aggregate principal amount of
9.50% senior notes due on February 15, 2021, pursuant to the
Indenture and Supplemental Indenture.  The Debtor also issued
5,000,000 Corporate Units pursuant to the Purchase Contract
Agreement.  Each Corporate Unit has a "stated amount" of $50 and
consists of:

  (A) a Purchase Contract, which obligates the holder to
      purchase, and obligates the Debtor to sell to that Holder,
      newly issued shares of the Debtor's common stock on
      May 17, 2011; and

  (B) a 5% interest in $1,000 in aggregate principal amount of
      the 9.50% Senior Notes, to be held by BoNY Mellon, as
      collateral agent, to secure Holders' obligations to
      purchase Common Stock pursuant to the Purchase Contracts
      -- the Pledge.

Each Corporate Unit Holder had the option to convert its
Corporate Units into Treasury Units by substituting the 9.50%
Senior Notes held by BoNY Mellon, as collateral agent, with zero-
coupon U.S. treasury securities of an equal amount.  Under
certain circumstances, Treasury Unit Holders could reconvert
their units into Corporate Units.  The Corporate and Treasury
Units are referred to collectively as the "Equity Units."

Pursuant to the Purchase Contract Agreement, the commencement
of the Debtor's bankruptcy case constitutes a "Termination
Event."  The Purchase Contract Agreement and the Pledge Agreement
provides that upon the occurrence of that Termination Event, both
Agreements terminate and BNYM is deemed authorized to release the
Collateral to Equity Unit Holders.  The Pledge Agreement further
provides that upon the occurrence of that Termination Event, BoNY
Mellon is required to resign as collateral agent.

On November 10, 2010, BoNY Mellon notified the Debtor that it
resigned as collateral agent, custodial agent, and securities
intermediary under the Pledge Agreement, effective upon the
appointment of a successor collateral agent, custodial agent, and
securities intermediary.

The Debtor and BoNY Mellon have engaged in discussions concerning
the effect of the Debtor's bankruptcy on the Purchase Contracts
and the Pledge.  As a result of those discussions, the Debtor and
BNYM entered into the Stipulation modifying the automatic stay to
the extent applicable, so that:

  (1) The Purchase Contracts and the Pledge of Collateral by
      Equity Unit Holders will be terminated.

  (2) BoNY Mellon, in its capacities as collateral agent,
      custodial agent, securities intermediary, and purchase
      contract agent, is permitted to transfer:

       (a) each Corporate Unit Holder's pro rata share of the
           9.50% Senior Notes Collateral to that Corporate Unit
           Holder, free and clear of the Pledge; and

       (b) each Treasury Unit Holder's pro rata share of the
           Treasury Securities Collateral to that Treasury Unit
           Holder, free and clear of the Pledge pursuant to the
           Purchase Contract Agreement.

The Purchase Contracts, which form a part of each Equity Unit,
are executory contracts.  Section 365(e)(1) of the Bankruptcy
Code provides that "[n]otwithstanding a provision in an executory
contract . . . an executory contract . . . of the debtor may not
be terminated or modified . . .  at any time after the
commencement of the case solely because of a provision in such
contract . . . that is conditioned on . . . the commencement of a
case under this title."

Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York, says
that the Purchase Contracts would likely be considered Financial
Accommodation Contracts because they require Equity Unit Holders
to purchase Common Stock, that is a "security" of the Debtor, as
defined under Section 101(49) of the Bankruptcy Code, on the
Purchase Contract Settlement Date.  She further notes that
Section 555 of the Bankruptcy Code provides an exception to the
general rule prohibiting enforcement of ipso facto clauses if the
contract in question is a "Securities Contract" within the
meaning of the Bankruptcy Code.  Here, the Purchase Contracts
would likely be considered "Securities Contracts," as they
require Equity Unit Holders to purchase Common Stock on the
Purchase Contract Settlement Date, she points out.

A Termination Event has occurred as a result of the commencement
of the Debtor's bankruptcy case, and although the provisions in
the Purchase Contract Agreement and the Pledge Agreement
providing for the termination of the Purchase Contracts and the
Pledge, upon the occurrence of a Termination Event are ipso facto
clauses, those provisions are nevertheless enforceable in
bankruptcy because the Purchase Contracts may be considered
Financial Accommodation and Securities Contracts, Ms.Weiss
maintains .

                        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: Bradley Freedberg Seeks Equity Committee
---------------------------------------------------------
In a letter addressed to Tracy Hope Davis, the United States
Trustee for Region 2, Bradley S. Freedberg, Esq., at Denver
Colorado -- bradfreedberglaw@aol.com -- seeks an appointment of
an equity committee to protect the interests of common
shareholders of Ambac Financial Group, Inc. in the company's
Chapter 11 case.

Mr. Freedberg asserts that the appointment of an equity committee
is necessary in AFG's Chapter 11 case, as the value of AFG's
investment in Ambac Assurance Corporation is, as admitted by AFG
management in every quarterly filing, "difficult to quantify."

AAC may be worth a great deal more than $1.6 billion to $1.8
billion of debts listed by AFG, Mr. Freedberg contends.  Those
would make common stock shares "in the money" and that is why an
equity committee is required, he insists.

                        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: Directors Disclose Ownership of Stock
------------------------------------------------------
Certain officers of Ambac Financial Group, Inc. reported in
separate regulatory filing with the U.S. Securities and Exchange
Commission that they acquired these shares of AFG common stock
from November 17 to 30, 2010:

                                                     Amt. of
                                                     Shares
                       No. of           Price per  Beneficially
Officer             Shares Acquired       Share       Owned
-------             ---------------     ---------  ------------
Thomas C. Theobald     20,543             $0.18       41,207

Henry D. G. Wallace    25,789             $0.15        2,524

David W. Wallis        10,304             $0.14      419,006

Michael A. Callen      53,630             $0.13       55,132

Mr. Wallis is AFG's president and chief executive officer.  Mr.
Callen serves as chairman of AFG.  Messrs. Theobald and Wallace
are directors of AFG.

                        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: Fitch Puts 'CCC/RR6' Rating on $600 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to AMC Entertainment
Inc.'s private offering of $600 million senior subordinated notes
issuance due 2020.  Proceeds of the notes are expected to be used
to fund AMC's announced tender offer and consent solicitation for
any and all of its $325 million 11% senior subordinated notes due
2016, and Marquee Holdings Inc.'s (parent company) $240.8 million
12% senior discount notes due 2014.  A complete list of Fitch's
existing ratings for AMC, Marquee and AMC Entertainment Holdings,
Inc (parent of Marquee) is provided below.

Notes tendered on or before Dec.  14, 2010, would receive a $30
consent payment per $1,000 par value.  The company is seeking
consent to amend the terms of both tendered notes.  The amendments
include the elimination of substantially all of the restrictive
covenants and certain events of default.  Including the consent
fees, the total consideration for the AMC 11% senior subordinate
notes totaled $1,061 per $1,000 and $827 per $1,000 (or 104.4% of
the accreted value) for the Marquee 12% senior discount notes.
Any remaining amounts on the notes after the tender offer are
expected to be redeemed by AMC and Marquee as soon as possible,
in accordance with the terms of the applicable indenture.  The
tender offers are contingent on both the issuance of at least
$600 million from the announced private offering and the receipt
of requisite consents on the proposed amendments.  Fitch views the
transactions as neutral to a slight positive, relative to the IDR,
as leverage will remain unchanged, maturities will be extended and
interest expense could be reduced, depending on the pricing of the
new notes.

The ratings continue to reflect these key considerations:

  -- AMC's ratings are supported by the company's competitive
     positioning as the second-largest domestic movie exhibitor,
     with 378 theatres and 5,304 screens.

  -- 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 in the long term and any
     potential attendance declines will offset some of the growth
     in average ticket prices.  Fitch expects 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 AMC's total revenues and
     carry 88% 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 free cash flow negative during
     periods of reduced attendance).  In addition, AMC and its
     peers rely on the quality, quantity, and timing of movie
     product, all factors out of management's control.

Key Rating Drivers:

  -- Assuming all things are equal, an attendance decline of 10%
     to 12.5% (more than the 2005 8% industry attendance decline)
     could lead to a negative rating action for AMC.  Fitch
     estimates that due to the fixed cost structure nature of
     movie exhibitors, a 10%-12.5% decline in attendance coupled
     with the inability to drive growth in concession per patron
     could result in EBITDA declines in excess of 30%, driving
     interest coverage below 1.5 times.

  -- The proposed initial public offering, in its current form
     with expected proceeds of $450 million, is a positive to the
     credit profile, however, Fitch expects the rating of AMC to
     remain unchanged following the IPO.  Proceeds of the IPO are
     expected to be used primarily to repay the facility at AMC
     Holdco and a $28 million payment to the Sponsors.  Assuming
     that the portion of the IPO proceeds, which was previously
     intended to be used to redeem the Marquee 12% senior discount
     notes due 2014, is no longer used to reduce debt, Fitch
     expects the IPO to reduce gross unadjusted leverage to below
     6.5x, compared to its previous expectation of below 6.0x
     (figures are also pro forma for the Kerasotes acquisition).
     Positive rating actions could be considered if credit metrics
     continue to improve and can be sustained, with gross
     unadjusted leverage reaching 4.5x.

As of Sept. 30, 2010, when considering liquidity, AMC had
$329 million in cash.  Liquidity is also supported by
approximately $187 million in availability under AMC's
$200 million secured credit facility (reduced by $12.7 million in
letters of credit) due 2012.  The secured credit agreement
contains a secured leverage covenant of 3.25x, which is calculated
on a net basis.  The company has ample room under this covenant.

The company's maturity schedule is manageable.  AMC's first
material maturity is its revolving credit facility, which comes
due in 2012 (none outstanding as of Sept. 30, 2010).  AMC's term
loan amortizes annually at $6.5 million and has a final maturity
in January 2013.  Free cash flow for latest 12 months was
$57.6 million.  Before factoring in any potential dividend post
the IPO, Fitch expects FCF to be approximately $100 million for
the fiscal years ended 2011 and 2012.

As of Sept. 30, 2010, Fitch calculates (pro forma for the
Kerasotes acquisition) adjusted gross leverage at approximately 6x
(unadjusted gross leverage approximately 7x).  Fitch expects these
metrics to improve over time with Fitch adjusted gross leverage
reaching approximately 5.5x by fiscal year end 2012 (not
incorporating the potential impact of the IPO).

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern) rather than a liquidation.  Fitch estimates an adjusted,
distressed enterprise valuation of approximately $1.2 billion
using a 5x multiple and including an estimate for AMC's 17% stake
in NCM of approximately $154 million.  Based on this enterprise
valuation, overall recovery for total debt is approximately 54%
(this is before any administrative claims).

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91%-100% expected recovery
is reasonable.  While Fitch does not assign Recovery Ratings for
the company's operating lease obligations, it is assumed the
company rejects only 30% of its remaining $3.9 billion in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values (at a net present value).  The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of 31%-50% recovery.

As a result of the potential for 100% recovery for the senior
secured debt in Fitch's recovery analysis, Fitch assumes a nominal
concession payment is made to the subordinate debt holders in
order to secure their support of a reorganization plan.  The
'CCC/RR6' rating for AMC's senior subordinated notes reflects the
bonds' structural seniority over Marquee's and AMC Holdco's debt
('CC/RR6') and Fitch's expectation for nominal recovery.

Fitch currently rates AMC and its related parent companies:

AMC Entertainment Inc.

  -- Issuer Default Rating 'B';
  -- Senior secured credit facilities 'BB/RR1';
  -- Senior unsecured notes 'B/RR4';
  -- Senior subordinated notes 'CCC/RR6'.

Marquee Holdings, Inc.

  -- IDR 'B';
  -- Senior discount notes 'CC'/RR6'.

AMC Entertainment Holdings, Inc.

  -- IDR 'B';
  -- Senior unsecured term loan 'CC'/RR6'.


AMERICAN HOUSING: Emerges From Chapter 11 Protection
----------------------------------------------------
American Housing Foundation has emerged from Chapter 11 protection
through a plan that will pay creditors from the sale of its
apartment communities, American Bankruptcy Institute reports.

As reported in the Troubled Company Reporter on November 1, 2010,
the Plan involves selling apartment complexes the foundation owns,
selling others owned by partnerships the Company's controls or is
the majority owner, and finding ways to exit other partnerships in
which the Company is less in control, according to the report.

Additionally, the Plan also calls for Trustee Walter O'Cheskey to
become president of the Company and to oversee payment of
creditors.  The Company would pay him $1,250 a week as president
and an additional $5,000 per month to supervise the liquidation.
Mr. O'Cheskey will also get 3% of any money he distributes beyond
what the court is holding for the estate when the plan becomes
final.

The Plan proposes to pay $4.5 million to Texas Capital Bank for
loans that totaled $9.6 million before the bankruptcy began.
Other creditors could receive 20% to 40% of what's owed them,
based on the trustee's estimate.  Lawyers for creditors not on the
committee estimate the payout being possibly as little as a dime
for every dollar owed.  There are up to $135 million in claims
against AHF by unsecured creditors.

                       About American Housing

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owns and operates over 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case
No. 09-20373).  Judge Robert L. Jones handles the case.  Robert
Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the
Debtor in its restructuring efforts.  At the time of the filing,
AHF estimated it had assets and debts of $100 million to
$500 million.

Nine creditors had filed an involuntary petition to send AHF to
Chapter 11 in April 2009.  Robert L. Templeton, who asserts a
$5.1 million claim on account of an investment, has the largest
claim among the petitioners, which are being represented by David
R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas.

Walter O'Cheskey, as Chapter 11 trustee is now managing the
Chapter 11 case of AHF.  Focus Management Group serves as adviser
to the trustee.


AMERICAN TOWER: S&P Assigns 'BB+' Rating to $1 Bil. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue rating and '3' recovery rating to Boston-based wireless
tower operator American Tower Corp.'s $1 billion of senior notes
due 2018.

The company will use proceeds to finance acquisitions, including
up to $200 million for the acquisition of towers from Cell C
(Pty.) Ltd. and up to $500 million for any proposed acquisitions
in Latin America, including additional tranches of tower purchases
in Colombia, Peru, and Chile.  The company also said it could use
the proceeds to repay revolving credit facility borrowings used to
fund acquisitions.  In November 2010, American Tower entered into
a definitive agreement with Cell C (Pty.) Ltd. to purchase up to
approximately 1,400 existing towers and up to 1,800 additional
towers in South Africa that either are under construction or
will be constructed, for an aggregate purchase price of up to
$430 million.  The company expects to close the purchase of the
existing towers by early 2011.

American Tower's 'BB+' corporate credit rating and stable outlook
are unchanged and reflect the company's strong business
characteristics, including its long-term contracts with large
national wireless carriers.  This business contributes to very
high tower gross profit and consolidated EBITDA margins, which
totaled 77% and 65%, respectively, for the third quarter of 2010.
The rating is constrained by the company's aggressive financial
profile, including leverage of about 5.2x, and expectations for
continued acquisitions and stock repurchases that will prevent
leverage from improving to under 4.0x on a sustained basis, which
would be more commensurate with a higher rating.

                           Ratings List

                       American Tower Corp.

     Corporate Credit Rating                   BB+/Stable/--

                            New Ratings

                       American Tower Corp.

          $1 billion senior notes due 2018         BB+
            Recovery Rating                         3


ANN DURHAM: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ann C. Durham
        P.O. Box 1092
        Bellevue, WA 98004

Bankruptcy Case No.: 10-24489

Chapter 11 Petition Date: December 2, 2010

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

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.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 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-24489.pdf


ARAWAK ENTERPRISES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Arawak Enterprises, LLC
        3851 SW 128th Avenue
        Miramar, FL 33027

Bankruptcy Case No.: 10-96718

Chapter 11 Petition Date: December 6, 2010

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

The petition was signed by Somdath Hardeo, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Clayton County                     Property Tax            $20,412
Tax Commissioner
121 S. McDonough Street
Jonesboro, GA 30236


ARCHSTONE-SMITH: Restructuring Cuts Debt by More Than $5.4BB
------------------------------------------------------------
Archstone-Smith Trust completed a comprehensive financial
restructuring effective December 2, 2010.  Under the
restructuring, the company's total debt is reduced by more than
$5.4 billion, and substantially all of its near-term debt
maturities are extended.

"We are delighted to have reached an agreement that balances the
needs of all constituents," said Scot Sellers, Archstone's chief
executive officer.  "The debt restructuring significantly improves
Archstone's balance sheet and financial flexibility, and positions
the company for continued success and value creation through
acquisition and development activity in all of our markets."

Chaz Mueller, Archstone's chief operating officer, added: "This
restructuring resolves legacy financial issues and will allow the
company to focus on growing our best-in-class brand and operating
platform.  We remain committed to providing the best service to
our residents and enhancing the performance of our operating
communities."

                          About Archstone

Archstone considers itself a national leader in apartment
investment, development and operations.  The company's portfolio
is concentrated in many of the most desirable neighborhoods in and
around Washington, D.C., Los Angeles, San Diego, San Francisco,
New York, Seattle and Boston.  As of September 30, 2010, the
company owned or had an ownership position in 441 communities
located in the United States and Europe, representing 81,613
units, including units under construction.


ASTORIA FINANCIAL: Fitch Upgrades Individual Rating From 'C/D'
--------------------------------------------------------------
Fitch Ratings has affirmed Astoria Financial Corp.'s long- and
short-term Issuer Default Ratings:

  -- Long-term IDR at 'BBB-';
  -- Short-term IDR at F3'.

Fitch has also upgraded AF's Individual rating to 'C' from 'C/D'.
Additionally, Fitch has revised AF's Rating Outlook to Stable from
Negative.  A full list of ratings and Fitch actions follows at the
end of this release.

The ratings affirmation and Outlook revision to Stable reflects a
stabilization of AF's asset quality.  The actions also reflect an
upward trend in AF's capital ratios and an improvement in the
management of its interest rate risk.  Fitch views each of these
developments as key rating drivers.  In addition, AF has remained
profitable through the current credit cycle even as many of its
peers have recorded losses.  On the other hand, management of
liquidity at the holding company, regulatory uncertainty and
continued competition from the government-sponsored enterprises
are the main constraining factors.

The performance of AF's loan portfolio is closely tied to the
overall economic environment, and more particularly to the level
of unemployment in its primary market (New York).  In Fitch's
view, the unemployment rate is likely to continue putting pressure
on the level of NPAs in the 1-4 family portfolio for the
foreseeable future.  Conversely, the level of chargeoffs should
remain low because AF's historically low-LTV underwriting
standards provide a significant cushion to declines in property
values.  Annualized NCOs totaled just 0.76% of average loans
during the first nine months of 2010, which is well below AF's
similarly-rated peers.  AF's Alt-A portfolio, primarily stated
income verified asset mortgages, has been the main source of
delinquencies and chargeoffs, particularly in loans that were made
outside of AF's primary market.  The multifamily and commercial
real estate portfolios have experienced minimal credit
deterioration, which is reflective of the rent-controlled nature
of many of the properties backing these loans and low LTVs at
origination (generally around 60%).

Fitch views the competitive pressures from the GSEs as a potential
concern, particularly if the increased conforming loan limits are
extended beyond the current September 2011 deadline.  AF has been
prudent in avoiding direct competition with the GSEs and limiting
expansion into areas outside of its traditional expertise.  Fitch
will continue to evaluate how management responds to these
challenges in its primary market.  While profitability metrics
have improved modestly over the past year, further expansion in
net interest income is likely to be limited by the continued
contraction of the loan portfolio and the interest rate
environment.

The improvement in AF's capital ratios, which has resulted mainly
from balance sheet contraction over the last several quarters, is
a positive rating driver.  Lower dividends on common stock and
lack of share buyback activity have also helped strengthen capital
metrics.  The tangible equity to tangible assets ratio was 5.63%
at Sept. 30, 2010, which is up from 4.98% at Sept. 30, 2009, but
still below most similarly rated peers.  However, it is important
to take into account AF's low loss experience when comparing its
capital levels with peers.  Fitch expects capital levels to
continue showing modest improvement over the coming quarters due
to balance sheet shrinkage.  Positively, AF has improved its
interest rate risk profile by taking advantage of the risk
aversion among its retail customers to extend the duration of its
deposits, which leaves the company better positioned for a rising
interest rate environment.

While liquidity levels at the thrift subsidiary are adequate,
Fitch remains concerned about the management of liquidity at the
holding company.  The holding company maintains a limited amount
of liquid assets and relies on quarterly dividends from the thrift
subsidiary, which require regulatory approval.  The dividends are
used to service senior unsecured debt and junior subordinated
securities, as well as the payment of quarterly common dividends.

The looming regulatory changes emerging from the Dodd-Frank Act
are likely to have a meaningful impact on AF's regulatory regime
and capital requirements.  As a thrift holding company, AF was not
subjected to specific regulatory capital requirements at the
holding company level.  However, with the elimination of the
Office of Thrift Supervision under the Dodd-Frank Act, Fitch
expects that AF will become subject to stricter regulatory capital
requirements.  The specifics of these requirements have not yet
been detailed, however, Fitch's ratings incorporate AF's ability
to meet any new regulatory standards.  Although not an immediate
issue, Fitch will evaluate how management responds to these
changes in terms of its growth and capital strategies.

Factors that may have positive rating implications on AF's ratings
and/or Outlook include:

  -- Institution of a more formalized liquidity management policy,
     which Fitch believes will provide for more robust liquidity
     at the holding company;

  -- A reduction, by Congress, of the GSE conforming loan limits;

  -- Stronger regulatory and tangible (Fitch Core Capital) capital
     ratios;

  -- Improvement in the unemployment rate in AF's primary market.

Factors that may negatively affect the ratings and/or Outlook
include:

  -- Further deterioration in the level of NPAs or losses, which
     may be caused by increases in unemployment rates or further
     declines in home values;

  -- Inability to sustain or improve current levels of regulatory
     and tangible capital.

Fitch has affirmed these ratings with a Stable Outlook:

Astoria Financial Corp.

  -- Long-Term IDR at 'BBB-';
  -- Short-Term IDR at 'F3';
  -- Senior unsecured at 'BBB-';
  -- Support at '5';
  -- Support Floor at 'NF'.

Astoria Federal Savings & Loan

  -- Long-Term IDR at 'BBB';
  -- Long-term Deposits at 'BBB+';
  -- Short-Term IDR at 'F2';
  -- Short-Term Deposits at 'F2';
  -- Individual Rating at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.

Astoria Capital Trust I

  -- Preferred stock at 'BB-'

Fitch has also upgraded this rating:

Astoria Financial Corp.

  -- Individual Rating to 'C' from 'C/D'.


AURORA DIAGNOSTICS: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Palm Beach Gardens, Florida-based
Aurora Diagnostics Inc.  The rating outlook is stable.

S&P also assigned a 'CCC+' credit rating (two notches lower than
the corporate credit rating on the parent) to subsidiary Aurora
Diagnostics Holdings LLC's proposed $230 million senior unsecured
notes due 2017.  At the same time, S&P raised its rating on Aurora
Diagnostics LLC's senior secured credit facility, which consists
of a senior secured term loan due 2016 and a $110 million
revolving credit facility due 2015, to 'B+' from 'B'.  S&P is also
revising the recovery rating on the debt to '2' from '4'.

"The low speculative-grade ratings on Aurora reflect its weak
business risk profile," said Standard & Poor's credit analyst Gail
Hessol, "which is characterized by a relatively small scale
compared to much larger competitors, an aggressive growth
strategy, narrow operating focus, the potential for reimbursement
pressure, and early-stage status."  Pro forma adjusted debt to
EBITDA of more than 5x, and the possible call on liquidity from
earnout payments and tax receivables agreements are features of
the highly leveraged financial risk profile.

Aurora's weak business risk profile reflects this young company's
small scale relative to competitors Quest Diagnostics Inc. and
Laboratory Corp. of America Holdings that offer a broader and more
diverse range of diagnostics services.  Aurora's competitors also
include local established providers, as well as its own customers,
who have the ability to insource the technical component (e.g.,
specimen preparation) of diagnostic testing.  S&P believes that
Aurora will pursue an aggressive acquisition-based growth
strategy.  While growth could add scale and service diversity, it
also introduces integration risk or the possibility for a failed
acquisition.


AURORA DIAGNOSTICS: Moody's Assigns 'B2' Rating to $230 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD5, 75%) rating to
Aurora Diagnostics Holdings, LLC's proposed issuance of
$230 million in senior unsecured notes due 2017.  Aurora
Diagnostics Holdings, LLC is the parent holding company of
Aurora Diagnostics, LLC (collectively Aurora or the company).
Moody's also upgraded the rating on Aurora's credit facility to
Ba1 (LGD2, 19%) from B1 (LGD3, 48%).  Concurrently, Moody's
assigned the B1 Corporate Family and Probability of Default
Ratings to Aurora Diagnostics Holdings, LLC, the highest level
entity in the corporate structure with rated debt, and withdrew
the Corporate Family and Probability of Default Ratings at Aurora
Diagnostics, LLC.  The outlook for the ratings was changed to
negative from stable.

The upgrade of the rating on the company's senior secured credit
facility reflects the benefit of the addition of a considerable
amount of debt that would be expected to absorb losses prior to
the bank debt and the expectation of a significant reduction in
outstanding term loan with the proceeds of the proposed note
issuance.  Moody's notes that even a modest difference in the
amount of unsecured debt raised or secured debt repaid in this
transaction could affect the notching of both classes of debt.

The negative rating outlook reflects the increase in leverage
resulting from the contemplated bond offering.  Moody's
understands that the company is still contemplating an equity
offering, the proceeds of which Moody's expect to be used to pay
down debt.  However, Moody's remain concerned about the company's
ongoing credit metrics at the current rating level if the offering
is not completed or if proceeds are applied to other uses.

This is a summary of Moody's rating actions.

Ratings assigned:

Aurora Diagnostics Holdings, LLC:

  -- $230 million senior unsecured notes due 2017, B2 (LGD5, 75%)
  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Speculative Grade Liquidity Rating, SGL-2

Ratings upgraded:

Aurora Diagnostics, LLC:

  -- Senior secured revolving credit facility, to Ba1 (LGD2, 19%)
     from B1 (LGD3, 48%)

  -- Senior secured term loan due 2016, to Ba1 (LGD2, 19%) from B1
     (LGD3, 48%)

Ratings withdrawn:

Aurora Diagnostics, LLC:

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

Aurora's B1 Corporate Family Rating reflects the company's
comparatively small scale, relatively short operating history at
its current size and the potential risks associated with a rapid
growth rate.  Moody's also considers the significant amount of
contingent liabilities in the form of future earnouts and future
payments under a tax receivable arrangement relative to the debt
level.  However, Moody's also considers the company's history of
favorable operating performance, including strong margins, solid
free cash flow generation and relatively modest financial leverage
targets.

Upward pressure on the rating is limited due to the company's
size, risks associated with a rapid growth strategy and the
increase in leverage from the proposed bond offering.  However,
Moody's could change the outlook back to stable if the company
completes the IPO and uses proceeds to reduce debt.  Moody's could
also consider stabilizing the outlook if the company exhibits
strong organic growth such that adjusted debt to EBITDA, excluding
obligations related to earnouts, approaches a sustainable level of
about 4.0 times.

Conversely, Moody's could downgrade the rating if the company is
unable to reduce leverage in the near term due to operating
difficulty in its core business, either through pressure from
commercial payors on reimbursement rates or loss of physician
referrals for the company's services, or if Aurora experiences
integration issues with future acquisitions.  Additionally,
Moody's could consider downgrading the rating if the company does
not complete its contemplated equity offering or if proceeds from
the offering are not used for debt repayment.

Moody's last rating action on Aurora was on May 4, 2010, when
Moody's assigned a B1 Corporate Family and Probability of Default
Rating, a B1 (LGD3, 48%) rating to the senior secured credit
facilities and a Speculative Grade Liquidity Rating of SGL-2.

Headquartered in Palm Beach Gardens, Florida, Aurora, through its
subsidiaries, provides physician-based general anatomic and
clinical pathology, dermapathology, molecular diagnostic services
and other esoteric testing services to physicians, hospitals,
clinical laboratories and surgery centers.  The company recognized
approximately $200 million in revenue for the twelve months ended
September 30, 2010.


BERNARD L MADOFF: Shapiro Settles Picard Suit for $625 Mil.
-----------------------------------------------------------
Irving H. Picard, a partner with Baker & Hostetler LLP and the
SIPA Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC joined with the Securities Investor Protection
Corporation (SIPC) in disclosing that he has entered into a $550
million settlement agreement with the family of Carl Shapiro.  The
agreement resolves the Trustee's potential claims against the
Shapiro Family and its related entities.  The $550 million will be
added to the fund of customer property being assembled by the
Trustee for equitable distribution to customers of BLMIS with
valid claims.

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
December 21, 2010.

The filing states that $38 million of the $550 million settlement
payment represents the full amount that the Trustee demanded from
Robert Jaffe in connection with his role with Cohmad Securities
Corporation ("Cohmad"), as well as all amounts he withdrew from
Madoff since the 1980s.

"This agreement represents a financially rewarding outcome and it
is a strong example of the progress we are making in assembling
the largest fund possible for the benefit of BLMIS customers with
valid claims," said Mr. Picard.

Securities Investor Protection Corporation Board Chairman Orlan
Johnson said: "The Trustee used the legal tools made available
under the Bankruptcy Code and SIPA to benefit the victims here.
The Madoff case is now entering a new phase.  I hope this marks
the beginning of a period that will see many such settlements."

SIPC President Stephen Harbeck added: "The actions of the Trustee
and his attorneys once again demonstrate exactly how the
Securities Investor Protection Act is intended to work.  SIPC has
advanced the administrative expenses for the investigation,
factual discovery, and legal proceedings for the benefit of
Madoff's customers.  The trustee has used those funds to generate
a substantial fund that can be used to help put Madoff customers
on the road to the maximum possible recovery."

"The global nature of the settlement allows the Trustee to avoid
the complications associated with litigating against and
collecting judgments from numerous Shapiro BLMIS account holders
and permits swift recovery of an amount which exceeds the current
net worth of Carl J. Shapiro, Ruth E. Shapiro, and Robert M.
Jaffe, combined," said David J. Sheehan, counsel for the Trustee
and a partner at Baker & Hostetler LLP, the court-appointed
counsel for the Trustee.

"The payment of $38 million by Mr. Jaffe is particularly
gratifying, as that amount exceeds the Trustee's demand for all
fees paid to him as well as all of his withdrawals--including both
fictitious profits and principal--from his own BLMIS accounts
dating back to when those accounts opened," said Oren Warshavsky,
a partner with Baker & Hostetler and a senior lead attorney on the
settlement team.  "In satisfying the Trustee's demand in full, Mr.
Jaffe has distinguished himself from the other officers and
directors of Cohmad, who have yet to recognize any culpability for
their involvement in recruiting victims for Madoff."

Carl Shapiro was one of BLMIS's earliest investors. He maintained
accounts with BLMIS in his own name, in the name of family members
and various trusts, limited liability companies, partnerships, and
corporate entities, some of which were established in the early
1960s. Mr. Jaffe, his son-in-law, began working for Cohmad in the
late 1980s.

In addition to Mr. Sheehan and Mr. Warshavsky, the Trustee
acknowledges the contributions of the Baker & Hostetler attorneys
who worked on this settlement agreement and filing: Thomas
Lucchesi, Lauren Resnick, Tracy Cole, Seanna Brown, and Marc
Hirschfield.

The settlement filed by the Trustee also states that the Shapiro
Family has separately agreed with the United States Department of
Justice to settle civil forfeiture claims for an additional
payment of $75 million, bringing the total amount paid by the
Shapiro Family to $625 million, of which $550 million will be paid
to the Trustee for the BLMIS Customer Fund.

                           *     *     *

The Wall Street Journal's Michael Rothfeld reports that Irving H.
Picard, a partner with Baker & Hostetler LLP and the SIPA Trustee
for the liquidation of Bernard L. Madoff Investment Securities
LLC, and federal prosecutors have reached a $625 million
settlement with the family of Carl Shapiro, a longtime friend and
customer of Bernard Madoff.  Mr. Picard has alleged that Mr.
Shapiro, a former women's clothing entrepreneur, had earned $1
billion from his Madoff investments.

According to the Journal, Mr. Shapiro's family said in a statement
they were pleased to resolve the case, and that the "settlement
will allow substantial funds to be distributed to those hurt most
by Madoff's fraud."

The Journal relates the settlement also resolves Mr. Picard's
claims against Robert Jaffe, Mr. Shapiro's son-in-law and a former
executive at Cohmad Securities Corp., a brokerage that operated
out of Mr. Madoff's Manhattan office.  Under the settlement, about
$38 million will be paid on behalf of Mr. Jaffe and an entity
controlled by him.

                    About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L MADOFF: Picard Sues NY Mets Owner & Sterling Equities
---------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC disclosed the filing of a
complaint under seal in the United States Bankruptcy Court for the
Southern District of New York against Sterling Equities, its
partners, their family members, and certain related trusts and
entities.

"We are currently engaged in good-faith negotiations with the
Sterling Defendants," said Mr. Picard.

"We have been working diligently to achieve a mutually acceptable
resolution of our claims," added David J. Sheehan, counsel to the
Trustee and a partner at Baker & Hostetler LLP, the court
appointed counsel for Mr. Picard.

"In light of the ongoing negotiations between the Sterling
Defendants and the Trustee, and consistent with Court orders, we
have filed the complaint under seal," said Fernando A. Bohorquez,
Jr., a Baker & Hostetler partner representing the Trustee.  "Under
those circumstances, we will not move to unseal the complaint and
exhibits at this time."

In addition to Mr. Sheehan and Mr. Bohorquez, the Trustee
acknowledges the contributions of the Baker & Hostetler attorneys
who worked on this filing: Thomas Lucchesi, Lauren Resnick,
Kathryn Zunno, Amanda Fein, Keith Murphy, Marc Skapof, and George
Klidonas.

                         *     *     *

Dow Jones Newswires' Chad Bray reports that Irving H. Picard, a
partner with Baker & Hostetler LLP and the SIPA Trustee for the
liquidation of Bernard L. Madoff Investment Securities LLC, sued
Fred Wilpon, the principal owner of the New York Mets baseball
team, and his real-estate investment firm, Sterling Equities
Associates, on Tuesday.  Sterling Equities and its partners are
among the so-called "net winners" whom Mr. Picard claims withdrew
more than they originally invested with Mr. Madoff.

According to Dow Jones, the lawsuit was filed in U.S Bankruptcy
Court in Manhattan under seal on Tuesday in light of the ongoing
negotiations, said Fernando Bohorquez Jr., Esq., a lawyer
representing Mr. Picard.

Mr. Picard faces a December 11 deadline to file suits to recover
money from investors who allegedly received false profits from the
Madoff fraud or persons or institutions he claims enabled the
fraud.

Dow Jones that in a court filing last year, Mr. Picard alleged a
partnership associated with the baseball team, Mets LP, gained a
net $48 million through its investments with Mr. Madoff.  Mr.
Picard said at that time the partnership deposited about $523
million over the years with Mr. Madoff, a longtime friend of Mr.
Wilpon's, and withdrew about $571 million.

Dow Jones says Sterling Equities declined comment in a statement
Tuesday.

Dow Jones also notes Mr. Wilpon and Sterling Equities were sued in
July on behalf of participants in the company's 401(k) plan.  The
widow of a plan participant claimed 92% of the plan's assets, or
about $16.2 million, were invested with Mr. Madoff's firm at the
end of 2007.  Sterling Equities said at the time that the lawsuit
was without merit and that the plan and its participants were
"among the many victims of the Madoff fraud."

                           *     *     *

The Wall Street Journal's Michael Rothfeld reports that lawyers
following the Madoff case say Mr. Picard is exploring uncharted
legal ground with attempts to hold banks responsible for failing
to sound alarms despite their own alleged suspicions of his
operation and internal reviews.

The banks "are fair game," the Journal quotes Ed Davis, Esq., a
Miami attorney as saying.  Mr. Davis represents fraud victims
internationally.  Mr. Picard "is really sending a message to the
world that you can't just close your eyes and cover your ears and
rake in the profits and say, 'Oh, we didn't' know what was going
on.'"

As reported by the Troubled Company Reporter, Mr. Picard in the
past two weeks has sued UBS AG, HSBC Holdings PLC and J.P. Morgan
Chase & Co.  All have denied wrongdoing relating to their
sponsorship of investment vehicles or account services connected
to Mr. Madoff.  According to the Journal, JPMorgan has accused Mr.
Picard of trying to grab headlines with "irresponsible and
overreaching allegations."

Mr. Picard has so far recovered about $2.6 billion of the $20
billion he estimates was lost by investors in the Ponzi scheme.
According to the Journal, Mr. Picard's collections could run up to
$10 billion if he settles on favorable terms with either with the
estate of Jeffry Picower, the late Florida investor he has sued
for $7.2 billion, or the estate of California money manager
Stanley Chais, whom he has sued, with related entities, for $1.1
billion.

According to the Journal, Harvey R. Miller, a bankruptcy attorney
at Weil, Gotshal & Manges LLP, said Mr. Picard, a bankruptcy
lawyer working as trustee for the federal Securities Investor
Protection Corp., is obligated to pursue all viable claims for Mr.
Madoff's victims.  If he doesn't, Mr. Miller said, the Madoff
investors could ask a judge to take those lost claims out of Mr.
Picard's fees.

"He's pushing the envelope a bit," Mr. Miller said, "that's what
litigators do."

                    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.


BETHLEHEM STEEL: ArcelorMittal Sues Over Tax Benefits
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that ArcelorMittal, the
successor to the company that purchased Bethlehem Steel Corp.'s
assets out of bankruptcy, has filed suit against the former steel
company's Chapter 11 estate, demanding tax breaks tied to more
than $1 billion in operating losses.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No.
01-15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq.,
at Weil, Gotshal & Manges LLP, represented the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  Bethelehem disclosed $4,266,200,000 in total assets
and $4,420,000,000 in liabilities as of the bankruptcy filing.
Bethlehem obtained confirmation of a chapter 11 plan on October
22, 2003, which took effect on December 31, 2003.


BEVERLY KAY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Beverly Kay Holding, LLC
        1023 East Frye Road
        Phoenix, AZ 85048

Bankruptcy Case No.: 10-38747

Chapter 11 Petition Date: December 2, 2010

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Charles L. Firestein, Esq.
                  LAW OFFICE OF CHARLES L. FIRESTEIN, P.C.
                  7227 N. 16th St., #124
                  Phoenix, AZ 85020
                  Tel: (602) 235-9000
                  Fax: (602) 235-9040
                  E-mail: charles@firesteinpc.com

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

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

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

The petition was signed by Beverly K. Blank Schonbrunn, managing
member.


BIO-RAD LABORATORIES: Fitch Puts 'BB+' Rating on Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned an initial Issuer Default Rating and
debt ratings to Bio-Rad Laboratories, Inc.:

  -- Long-term IDR 'BBB-';
  -- Senior secured credit facility 'BBB-';
  -- Proposed senior unsecured notes 'BBB-';
  -- Senior subordinated notes 'BB+'.

The Rating Outlook is Stable.

The ratings apply to approximately $742.8 million in debt
outstanding at Sept. 30, 2010.  The proceeds of Bio-Rad's proposed
$425 million senior unsecured notes will be used to refinance the
company's 7.5% $225 million senior subordinated notes due 2013 and
6.125% $200 million senior subordinated notes due 2014.

Bio-Rad's 'BBB-' IDR reflects these credit considerations:

Operating Profile Supported By Recurring Revenue Sales, While
Economic Headwinds Are Impacting The Life Science Segment:

Bio-Rad operates within sub-segments of the life science and
clinical diagnostics markets, with sales in recent periods
comprised about 35% through the company's life science business
and 65% through its clinical diagnostics business.  The market for
the equipment sold through the life science segment slowed
significantly beginning in 2008, due to delayed or reduced
spending by various market end-users in the face of poor macro
economic conditions globally.  However, Bio-Rad's sales growth in
recent periods has been supported through the relatively greater
resilience of market demand in the clinical diagnostics segment.
Bio-Rad's clinical diagnostics segment sales are almost entirely
comprised of consumable products, which are relatively inexpensive
and are often critical inputs to diagnostic procedures conducted
in hospital and laboratory settings.

About 70% of Bio-Rad's consolidated sales are generated through
these types of consumable products and a large percentage of that
70% represent sales which are contracted through the placement of
Bio-Rad's capital equipment with the end-user.  This ensures
relatively stable sales volumes and reliable cash generation.  In
general, Fitch expects clinical diagnostic market sales growth to
continue in the mid-single digit range, supported by favorable
demographics indicating continuing growth in health care spending,
as well as potentially favorable volume impacts of healthcare
reform in the US.  In contrast, the life science market is likely
to continue to exhibit flat growth globally until a sustained
macro economic recovery stimulates a rebound in end-user capital
expenditure budgets.  Bio-Rad's sales growth rebounded in the
first nine-months of 2010, with reported sales up 8.1% versus the
prior year period.  However, Bio-Rad was facing an easy comparison
against flat reported sales growth for 2009.  In general, Fitch
believes that the aforementioned economic headwinds affecting Bio-
Rad's end user markets are continuing to impact sales.

Recently Improved Profitability And Cash Flows, Solid Liquidity
Profile:

Improved profitability has offset the impact of tepid sales growth
in recent periods.  In 2009, EBITDA grew 9% -- to $345 million
from $316 million in 2008 -- despite flat reported sales growth,
mostly as the result of improvement in the gross margin.  Bio-
Rad's gross margin improved by 140 bps in 2009 to 56.0% from 54.6%
in 2008; and at 56.4% in 3Q'10 was flat relative to third-quarter
2009 (3Q'09).  Fitch believes that Bio-Rad's recent gross margin
expansion is attributable to several factors, including:

  -- Reduction of manufacturing costs;

  -- Favorable product mix shift; and

  -- A reduction of royalty payments in the clinical diagnostic
     segment due to patent expirations.

The portion of gross margin improvement realized as a result of
permanent cost reductions in manufacturing should be sustainable
as sales volumes recover, but other items will probably reverse
out, including the product mix benefits and some one time items,
such as proceeds received in 2Q'10 from resolution of an
intellectual property dispute.

Bio-Rad has a solid liquidity profile, with no particular areas of
concern.  Bio-Rad's high proportion of recurring revenue sales
supports stable operating cash flow.  The level of free cash flow
(FCF; equals cash from operations less dividends and capital
expenditure) generation has improved since 2006, and expanded
significantly to $258 million (representing a very strong 14.5%
FCF margin) for 2009.  Stronger FCF was driven by higher operating
cash flow aided by enhanced profitability as well as a positive
working capital shift due mostly to a decrease in inventory, as
well as lower capital expenditure and cash taxes.  This was
somewhat offset by higher interest expense following a May 2009
debt issuance.  Bio-Rad's historically high level of FCF
generation in 2009 is not likely sustainable.  Fitch projects that
it will remain solid but track back toward a more typical level
for Bio-Rad ($100-$150 million annually, about a 7-8% FCF margin)
beginning in 2010.  Fitch's projection is due to the reversal of
some working capital benefits related to decreased inventory
levels, higher cash taxes and capital expenditures.  For the
latest-twelve-months ended Sept. 30, 2010 Bio-Rad produced FCF of
$167 million.

Fitch believes that Bio-Rad's currently flush available liquidity
profile ($630 million in cash on hand at Sept. 30, 2010, and about
$190 million in availability on its $200 million credit revolver,
reduced by outstanding letters of credit) may be tapped in the
near-term to pay for acquisitions.  However, Fitch expects that
cash levels will remain more than adequate to fund operations.
Bio-Rad's debt maturity schedule is not a credit concern.  Bio-Rad
plans to refinance the 2013 and 2014 senior subordinated note
maturities using proceeds of the proposed senior unsecured notes
issue.  The next debt maturity occur in 2014 when the currently
undrawn $200 million credit facility expires, followed by maturity
of the 8% $300 million senior subordinated notes in 2016.

Bio-Rad's bank facility terms include financial maintenance
covenants that require the company to maintain leverage below 3.5x
and interest coverage above 4.0x.  Fitch believes that Bio-Rad has
ample operating cushion relative to the covenant levels.  As of
Sept. 30, 2010 debt-to-EBITDA equaled 1.9x and EBITDA-to-interest
expense equaled 6.7x.  Debt-to-EBITDA net of cash equaled 0.2x.

Event Risk Related To Potential For Leveraging Acquisitions:

Bio-Rad operates in highly competitive industries in which there
has been a good deal of consolidation in recent years.  However,
Bio-Rad's acquisition history has been measured.  Aside from a
$370 million transaction in 2007, acquisitions over the past
decade have been comprised of smaller tuck-ins which complement
Bio-Rad's existing technologies and R&D program.  However, many of
its competitors have a history of consummating larger, leveraging
acquisitions.  As such, Fitch believes Bio-Rad could undertake a
leveraging transaction.  A $300 million notes issuance in 2009 has
provided Bio-Rad with some dry-powder for acquisitions.  Since the
2009 notes issuance, Bio-Rad has only completed one small tuck-in
for $65 million in 1Q'10.

With respect to potential cash deployment for share holder
friendly actions, including dividends and share repurchases, the
'BBB-' IDR reflects Fitch's expectation that Bio-Rad will continue
to prioritize use of cash to fund strategic acquisitions.  Bio-Rad
is closely held by its founding family, which currently controls
about 30% of the company's equity and 68% of its voting stock.
Bio-Rad's owners do not appear to have a history of heavily
extracting corporate resources seeing as the company has not
historically funded a dividend or share repurchases.

Guidelines for Further Rating Actions:

Maintaining Bio-Rad's 'BBB-' IDR and Stable Outlook contemplates
debt-to-EBITDA maintained between 2.0 times and 2.5x in the near-
to-medium term.  However, periodic increases to 3.0x or slightly
above to fund acquisitions may be tolerated within the current
rating category.  Maintaining of the 'BBB-' IDR and Stable Outlook
post a leveraging acquisition would be based upon Fitch's
assessment of Bio-Rad's willingness and ability to reduce leverage
to within the 2.0x-2.5x range 12-18 months following the
transaction.

Fitch may upgrade Bio-Rad's ratings if the company shows it's
committed to maintaining debt-to-EBITDA below 2.0x.  However,
Fitch views this scenario as unlikely given Bio-Rad's growth
through acquisition strategy.  While leverage briefly dropped
below 2.0x in 2008-2009, a subsequent $300 million notes issue led
to leverage reverting to above the 2.0x level.

Debt Issue Ratings:

For issuers with IDRs in the 'BB' category and above, Fitch does
not utilize a bespoke recovery analysis to determine notching of
the debt issue ratings from the IDR.  Rather, Fitch incorporates
broad considerations when determining if notching up or down from
the IDR is appropriate.  Rated entities with IDRs in the 'BBB'
category often have senior unsecured ratings at the same level as
the IDR, reflecting an expectation of average rates of recovery
relative to historical patterns (about 40%).  Bio-Rad's proposed
senior unsecured notes are rated 'BBB-'.  This reflects Fitch's
expectation that recovery for lenders in the event of a
restructuring would fall in-line with average historical patterns.
Bio-Rad's senior secured debt is also rated 'BBB-'.  Secured debt
is comprised of the bank credit facility.  The 'BB+' rating on
Bio-Rad's senior subordinated debt class reflects structural
subordination in right of payment to the senior secured and
unsecured debt classes.  Following the refinancing of the 2013 and
2014 notes, senior subordinated debt will consist solely of the 8%
$300 million notes due 2016.


BIO-RAD LABORATORIES: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family
Rating and Probability of Default Rating of Bio-Rad Laboratories,
Inc.  Moody's concurrently assigned a Ba1 rating to the proposed
$425 million senior unsecured notes offering.  Moody's understands
the proceeds will be used to repay the $225 million subordinated
notes due 2013 and the $200 million subordinated notes due 2014.
The rating outlook remains stable.

                        Ratings Rationale

The Ba1 Corporate Family Rating reflects Bio-Rad's scale and
leading competitive position within its core, niche markets.  The
ratings are further supported by the recurring nature of roughly
70% of revenues and Bio-Rad's diversified geographic, end-market
and customer base within its niche markets.  The rating and stable
outlook also reflect the company's relatively moderate financial
policies, and the company's long history of growth, both organic
and through acquisitions.  The ratings are constrained by the
company's concentration in two markets and its modest size
relative to investment grade healthcare peers.  Other risks
include those associated with the high exposure to government
funding in the Life Science business, competition from
significantly larger competitors and technology obsolescence.

Ratings affirmed/LGD point estimates revised:

  -- Corporate Family Rating, Ba1

  -- Probability of Default Rating, Ba1

  -- $300 million Senior Unsecured Subordinated Notes, due 2016,
     to Ba2 (LGD5, 87%) from Ba2 (LGD4, 64%)

Ratings Assigned:

  -- $425 million Senior Unsecured Notes, Ba1 (LGD3, 47%)
  -- Senior Unsecured Shelf, (P) Ba1

Ratings affirmed and to be withdrawn when repaid:

  -- $225 million Senior Unsecured Subordinated Notes, due 2013,
     to Ba2 (LGD4, 64%)

  -- $200 million Senior Unsecured Subordinated Notes, due 2014,
     to Ba2 (LGD4, 64%)

The outlook is stable.

Bio-Rad, based in Hercules, California, manufactures and supplies
life science research, healthcare, analytical chemistry and other
markets with products used to separate, identify, analyze and
purify the components of complex chemical and biological
materials.  Bio-Rad reported revenues of $1.9 billion for the
twelve months ended September 30, 2010.


BLOCKBUSTER INC: FTI Retention Okayed on Lowered Fees
-----------------------------------------------------
The Official Committee of Unsecured Creditors for Blockbuster Inc.
sought the Bankruptcy Court's permission to retain FTI Consulting,
Inc., as its financial advisor, nunc pro tunc to October 5, 2010.

By an amended application, the Official Committee of Unsecured
Creditors informed the Court that it agreed with FTI to modify the
proposed compensation structure to provide for payment of:

  (a) fixed monthly compensation of $150,000 for the first three
      months of FTI's retention and $125,000 for each month
      thereafter; and

  (b) a completion fee ranging from $500,000 to $750,000 to be
      determined in the Creditors Committee's discretion,
      subject to Court approval, upon confirmation of a Chapter
      11 plan of reorganization or liquidation in the bankruptcy
      cases.

All fixed monthly compensation will be subject to the standard of
review provided in Section 328(a) of the Bankruptcy Code and
approval by the Court.  The completion fee will be subject to the
standard of review provided in Section 330 of the Bankruptcy Code
and approval by the Court.

The Steering Group of Senior Secured Noteholders that are also DIP
Lenders objected to the original application solely to the
reasonableness of the proposed FTI fees and the terms and
conditions applicable to the payment of those fees, which fees
will be paid solely from the Senior Secured Noteholders' Cash
Collateral and the DIP Financing.

The Creditors Committee submitted that by reducing the amount of
monthly compensation to be paid to FTI by $25,000 per month after
the first three months of the engagement, while simultaneously
expanding the rights of parties to assess the reasonableness of
FTI's completion fee under Section, the modification of FTI's
compensation structure is an appropriate compromise of the
parties' dispute.

Alternatively, in the event the Court is not inclined to approve
FTI's retention under the modified fixed fee structure, the
Creditors Committee asks that FTI be retained and compensated on
an hourly basis and reimbursed for actual and necessary expenses
incurred, subject to the standard of review provided in Section
330 and the approval of the Court.

The customary hourly rates, subject to periodic adjustments,
charged by FTI professionals anticipated to be assigned to the
case are:

  Professional                           Hourly Rate
  ------------                           -----------
  Senior Managing Directors              $775 - $885
  Directors/Managing Directors           $585 - $725
  Consultants/Senior Consultants         $305 - $515
  Administration/Paraprofessionals       $110 - $250

                    Steering Group Responds

The Steering Group relates that in its original objection to the
Application, its members do not oppose the retention of FTI, and
their sole disagreement is on FTI's proposed fee structure.

James P. Seery, Jr., Esq., at Sidley Austin LLP, in New York,
contends that the revised fee structure proposed by the Creditors
Committee differs very little from the original fee structure,
provides very little savings to the estates and incurs far more
costs than the estates can or should bear.  Instead of reducing
the Completion Fee or setting parameters for its payment, the
Creditors Committee now proposes that the Completion Fee be set by
the Creditors Committee, but be subject to Section 330 review, he
argues.

Although the Steering Group has in good faith attempted to resolve
its objection consensually, no agreements between the parties have
yet been reached, Mr. Seery informs the Court.  He notes that the
Debtors face challenging financial realities as they continue to
operate as debtors-in-possession.

Specifically, there is a limited amount of cash available to the
estates, and what cash is available has been provided solely by
the DIP Financing and the Senior Secured Noteholders' Cash
Collateral, Mr. Seery asserts.  Thus, the Steering Group maintains
its objection to FTI's proposed fee structure because, even as
revised, the amounts sought by FTI are unreasonably high given the
facts and circumstances of the cases.

Mr. Seery also contends that the amended proposal would reduce
FTI's fees from between $1,550,000 and $1,800,000 to between
$1,450,000 and $1,700,000, representing only an approximate 6%
reduction of costs to the estate.

Balancing the need to provide fair compensation to the Creditors
Committee's advisors and the challenges the Debtors face, the
Steering Group proposes this fee structure for FTI:

  (a) FTI should be retained by the Creditors Committee and
      compensated on an hourly basis, provided that the fees
      incurred by FTI will be limited to no more than $125,000
      per month; and

  (b) the fees incurred by FTI would be subject to review under
      Section 328 of the Bankruptcy Code.

Under the Steering Group's proposed fee structure, the parties
would not need to burden either the estates or the Court's docket
on monthly reviews of FTI's fees, Mr. Seery contends.  Rather, he
adds, FTI would only be required to file a monthly report of its
requested fees -- not to exceed $125,000 -- with the United States
Trustee and the Court pursuant to Section 328(a).

                         *     *     *

The Court authorized the Creditors Committee to retain FTI as its
financial advisor, nunc pro tunc to October 5, 2010.

Judge Lifland ruled that FTI will receive:

  (a) fixed monthly compensation of $135,000 for October 2010
      through December 2010, and $125,000 for each month
      thereafter;

  (b) a completion fee of $500,000; and

  (c) reimbursement of FTI's expenses.

Payment of FTI's fixed monthly compensation will be subject to the
standard of review provided in Section 328(a) of the Bankruptcy
Code and approval by the Court.  Payment of FTI's completion fee
will be subject to the standard of review provided in Section 330
of the Bankruptcy Code and approval by the Court.

FTI is entitled to reimbursement by the Debtors for reasonable
expenses incurred in connection with the performance of its
engagement to the extent reimbursable under the United States
Trustee's Guidelines and the standing orders of the Court, except
fees, disbursements and other charges of FTI's counsel.  Judge
Lifland directed FTI to apply to the Court for the allowance of
compensation for professional services rendered, and reimbursement
of expenses incurred.

In the event FTI seeks reimbursement from the Debtors for
attorneys' fees and expenses in connection with the payment of an
indemnity claim, the invoices and supporting time records from the
attorneys will be included in FTI's own fee applications, both
interim and final, and the invoices and time records will be
subject to the United States Trustee's Guidelines and Court
approval without regard to whether the attorneys have been
retained under Section 327 of the Bankruptcy Code and without
regard to whether the attorneys' services satisfy Section
330(a)(3)(C).

                       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: Clarifies Committee Duties in Releasing Data
-------------------------------------------------------------
Blockbuster Inc. and the Official Committee of Unsecured Creditors
entered into a stipulation and agreed order clarifying the
Creditors Committee's obligations under Section 1102(b)(3) of the
Bankruptcy Code to provide the Debtors' unsecured creditors with
access to information.

To ensure that the Creditors Committee fulfills its obligations
under the Bankruptcy Code, while simultaneously protecting the
confidential, privileged and proprietary information disclosed to
the Creditors Committee by the Debtors and other parties-in-
interest, the Creditors Committee and the Debtors have agreed to a
creditor information protocol.

The parties agree, among other things, that:

  -- in satisfaction of the Creditors Committee's obligations to
     provide access to information for unsecured creditors --
     the Creditor Information Protocol -- under Section
     1102(b)(3), the Creditors Committee will, until the
     earliest to occur of dissolution of the Creditors
     Committee, dismissal, or conversion of the Debtors' Chapter
     11 cases, or a further order of the Court, maintain the
     Internet-accessed Web site at
     http://www.blockbustercommittee.comby and through Omni
     Management Group, LLC, which Web site provides, without
     limitation:

     * a link or other form of access to the Web site maintained
       by the Debtors' notice, claims and balloting agent at
       http://www.kccllc.net/blockbuster,which will include,
       among other things, the case docket and claims register;

     * highlights of significant events in the cases;

     * a calendar with upcoming significant events in the cases;

     * press releases, if any, issued by the Creditors Committee
       or the Debtors;

     * a form to submit creditor questions, comments and
       requests for access to information to counsel for the
       Creditors Committee;

     * links to other relevant Web sites, if any;

     * the names and contact information for the Debtors'
       counsel and restructuring advisors; and

     * the names and contact information for the Creditors
       Committee's counsel and financial advisors;

  -- the Creditors Committee will not be required to disseminate
     to any entity:

     * without further Court order, confidential, proprietary or
       other non-public information concerning the Debtors or
       the Creditors Committee, including with respect to the
       acts, conduct, assets, liabilities and financial
       condition of the Debtors, the operation of the Debtors'
       businesses and all matters related thereto, or any other
       matter relevant to the cases or to the formulation of one
       or more Chapter 11 plans; or

     * any other information if the effect of the disclosure
       would constitute a general waiver of  the
       attorney/client, work-product, or any other applicable
       privilege possessed by the Creditors Committee;

  -- consistent with the confidentiality agreement between the
     Debtors and the Creditors Committee, its members and
     professionals, the Debtors will assist the Creditors
     Committee in identifying any Confidential Information
     concerning the Debtors that is provided by the Debtors or
     their agents or professionals, or by any other Entity;

  -- if a creditor submits a written request for the Creditors
     Committee to disclose potential Confidential Information,
     the Creditors Committee will promptly provide the Debtors
     with notice of the Information Request;

  -- nothing in the Stipulation will preclude the Creditors
     Committee from making a demand that the Debtors consent to
     the disclosure of Confidential Information and, if
     necessary, seeking entry of an order of the Court
     compelling disclosure;

  -- nothing in the Stipulation will require the Creditors
     Committee to provide access to information or solicit
     comments from any Entity that has not demonstrated to the
     satisfaction of the Creditors Committee, in its sole
     discretion, or to the Court, that it holds claims of the
     kind described in Section 1102(b)(3);

  -- nothing in the Stipulation will affect the Creditors
     Committee's obligations under any confidentiality
     agreements, non-disclosure agreements, protective orders or
     similar agreements entered into with the Debtors and any
     other Entity or other court orders addressing the
     confidentiality and handling of information, regardless of
     whether the agreements are entered into, or orders entered,
     subsequent to entry of the Stipulated Order; and

  -- none of the Debtors, the Creditors Committee or any of
     their directors, officers, employees, members, attorneys,
     consultants, advisors and agents will have or incur any
     liability to any Entity for any act taken or omitted to be
     taken in connection with the preparation, dissemination or
     implementation of the Creditor Information Protocol, the
     Creditors Committee Web site or any other information to be
     provided pursuant to Section 1102(b)(3).

The Court will convene a hearing 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: Rejects 18 Real Property Leases
------------------------------------------------
Pursuant to the Bankruptcy Court's order approving procedures for
the rejection of unexpired leases, Blockbuster Inc. and its units
filed a notice of their intent to reject 18 unexpired
nonresidential real property leases effective as of November 30,
2010:

                            Remaining
  Property                 Lease Term    Landlord
  --------                 ----------    --------
  Store # 06253             12/02/10     Sierra Pacific
  Pittsburg, CA                          Properties, Inc.

  Store # 12138             01/31/13     Eleanor C. Poppell
  Plant City, FL

  Store # 12237             10/31/10     Seminole Shoppes, LLC
  Neptune Beach, FL

  Store # 13256             11/30/10     McDonald's Corporation
  McDonough, GA

  Store # 17327             11/30/10     Giannoulias Enterprises
  Glencoe, IL                            L.P.

  Store # 17365             11/30/10     Illini Partners VIII
  Fox Lake, IL                           Limited Partnership

  Store # 18589             11/30/10     PK Clearwater Springs,
  Indianapolis, IN                       LLC

  Store # 25058             01/31/13     Donald E. Staszko
  Cohasset, MA

  Store # 29042             11/30/10     Colonial Square
  Rock Hill, MO                          Associates, L.P.

  Store # 39401             05/31/12     Airway Center LLC
  Dayton, OH

  Store # 42065             10/31/10     AG/Spectrum Towamencin,
  Lansdale, PA                           LP

  Store # 42266             01/31/12     Washington Mall - JCP
  Washington, PA                         Associates, Ltd.

  Store # 48668             08/31/18     Jareen E. Schmidt,
  Brownwood, TX                          Trustee

  Store # 51042             02/28/13     American Health & Drug
  Midlothian, VA                         Distributors, Inc.

  Store # 90957             02/14/13     ATLE LLC
  Plymouth, MA

  Store # 91449             03/31/11     Alec Jacobson, Trustee
  McLean, VA

  Store # 33009             09/30/10     Hudson Vickerry
  Hudson, NH                             Leasing, LLC

  Store # 4155              10/31/10     Golder Ranch Retail
  Tucson, AZ                             Center, LLC

The Debtors say that all personal property remaining at the
premises of the Leases will be abandoned.  They note that those
properties are not subject to any personal property lease.

                       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)


BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Ridge Newspapers, Inc.
        20 Signal Hill Circle
        Tuscaloosa, AL 24153

Bankruptcy Case No.: 10-84887

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Angela Stewart Ary, Esq.
                  HEARD ARY, LLC
                  307 Clinton Avenue West, Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: aary@heardlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/alnb10-84887.pdf

The petition was signed by E. Wilson Koeppel, president.


BOSTON GENERATING: Court Denies Bid to Halt Sale Pending Appeal
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
on Monday denied an attempt by a group of Boston Generating LLC
creditors to halt the sale of the utility to Constellation Energy
Inc. while its appeal of the sale is heard by a higher court.

As reported by the Troubled Company Reporter on December 1, 2010,
David McLaughlin at Bloomberg News said MatlinPatterson Global
Advisors LLC has taken an appeal from the Sale Order.  According
to the report, MatlinPatterson filed a notice of appeal November
30 with the U.S. Bankruptcy Court in Manhattan.

Judge Shelley C. Chapman issued on December 3, 2010, an opinion
granting Boston Generating LLC and its debtor-affiliates' request
to sell substantially all of their assets to Constellation
Holdings, Inc., pursuant to 11 U.S.C. Sec. 363, and to authorize
the assumption and assignment of certain executory contracts and
unexpired leases in connection with the sale.

Objections to the sale were filed by: (i) MatlinPatterson Global
Advisers LLC, one of the Second Lien Lenders, (ii) Wilmington
Trust FSB, as Second Lien Administrative Agent and Second Lien
Collateral Agent under the Second Lien Credit Agreement, (iii) the
Official Committee of Unsecured Creditors, (iv) Algonquin Gas
Transmission, LLC, and (v) other objectors whose objections were
largely resolved prior to or during the hearing.

CarVal Investors, LLC, and Fortress Investment Group, LLC, whose
affiliated funds own both First Lien Debt and Second Lien Debt,
joined in the objections of the Second Lien Agent and Matlin.
Additionally, numerous objections to assumption and assignment of
executory contracts were filed.  The Court has been advised that
the objection filed by Algonquin has also been resolved.

The Court finds that the Sale Transaction does not implement a
"sub rosa" plan; the assets in the Sale Transaction can be sold
free and clear of liens, claims, interests, and encumbrances
pursuant to Section 363(f); and the protections of a good faith
purchaser pursuant to Section 363(m) will apply to Constellation.

A copy of Judge Chapman's December 3, 2010 Opinion is available at
http://is.gd/ik7c7from Leagle.com.

MatlinPatterson is represented by Jennifer Feldsher, Esq. --
jennifer.feldsher@bgllp.com -- and Gregory W. Nye, Esq. --
gregory.nye@bgllp.com -- at BRACEWELL & GIULIANI LLP, in New York.

Wilmington Trust FSB is represented by Allan S. Brilliant, Esq. --
allan.brilliant@dechert.com -- Kevin J. O'Brien, Esq. --
kevin.obrien@dechert.com -- Robert Topp, Esq. --
robert.topp@dechert.com -- Davin J. Hall, Esq. --
david.hall@dechert.com -- at DECHERT LLP, in New York.

Bennett G. Young, Esq. -- byoung@dl.com -- and Charles A. Moore,
Esq. -- cmoore@dl.com -- at DEWEY & LEBOEUF LLP, argued for
Algonquin Gas.

Bruce F. Smith, Esq. -- bsmith@jagersmith.com -- and Steven C.
Reingold, Esq. -- sreingold@jagersmith.com -- at JAGER SMITH P.C.,
in Boston, Massachusetts, argued for the Official Committee of
Unsecured Creditors.

Peter K. Newman, Esq. -- pnewman@milbank.com -- at MILBANK, TWEED,
HADLEY & McCLOY LLP, in New York, represented CarVal Investors and
Fortress Investment Group.

Credit Suisse AG is represented by David C. Bryan, Esq. --
DCBryan@wlrk.com -- Scott K. Charles, Esq. -- SKCharles@wlrk.com
-- and Amy R. Wolf, Esq. -- ARWolf@wlrk.com -- at WACHTELL,
LIPTON, ROSEN & KATZ, in New York.

David Neier, Esq. -- dneier@winston.com -- at WINSTON & STRAWN
LLP, in New York, argued for Constellation Energy Group and
Constellation Holdings.

James L. Patton, Esq. -- jpatton@ycst.com -- Bruce L. Silverstein,
Esq. -- bsilverstein@ycst.com -- Rolin P. Bissell, Esq. --
rbissell@ycst.com -- David R. Hurst, Esq. -- dhurst@ycst.com -- at
YOUNG CONAWAY STARGATT & TAYLOR, LLP in Wilmington, Delaware,
argued for the Debtors' Special Committee.

The Troubled Company Reporter ran a story on the approval of the
sale on November 25, 2010.  Under the terms of the asset purchase
agreement, Constellation agreed to purchase BostonGen's assets for
approximately $1.1 billion.

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

Constellation is a leading supplier of energy products and
services to wholesale and retail electric and natural gas
customers.  It owns a diversified fleet of generating units
located in the United States and Canada, totaling approximately
9,000 megawatts of generating capacity.

According to Bloomberg News, lawyers for Boston Generating and
MatlinPatterson said at a hearing that began November 17 that
MatlinPatterson launched a bid for the Company ahead of the
planned auction, offering a bankruptcy restructuring plan for
Boston Generating.  A Boston Generating committee decided it
wasn't a qualified bid and called off the auction.

Bob Rosenberg, a bankruptcy attorney for Boston Generating, said
November 23 in closing arguments that the MatlinPatterson plan
wouldn't have won the support of lenders.  With no other bidders,
Constellation was Boston Generating's best option, he said.

                   About Boston Generating

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

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

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

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

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


BUMBLE BEE: S&P Assigns 'B+' Rating to $605-Mil. Sr. Sec. Notes
---------------------------------------------------------------
In the media release published Dec. 1, 2010, Standard & Poor's
Rating Services erroneously referred to the new issue as a term
loan in the body of the article.  The new issue consists of senior
secured notes.  A corrected version is:

Standard & Poor's Rating Services said it affirmed its ratings on
San Diego, Calif.-based seafood producer Bumble Bee Holdings,
Inc., including the 'B+' corporate credit rating and removed all
ratings from CreditWatch with negative implications.  Ratings were
placed on CreditWatch on Aug. 6, 2010, following Bumble Bee's
announcement that it had hired a financial advisor to explore
strategic alternatives for the company.  The outlook is negative.

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

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

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

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

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


C BEAN: Plan Confirmation Hearing Continued Until December 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas has
continued until December 13, 2010, at 10:00 a.m., the hearing to
consider confirmation of C. Bean Transport, Inc.'s Plan of
Liquidation.

As reported in the Troubled Company Reporter on October 12, 2010,
the Plan provides for the liquidation of certain real estate to
reduce mortgage debt and the continued retention of other real
estate warehouse assets for operation.  The Plan provides for
these terms:

   -- Holders of allowed administrative claims will be paid within
      30 days of the effective date of the Plan.

   -- Holders of allowed unsecured claims of $250 or less or
      electing to reduce their claim to $250 (Small Creditor
      Claims) will be paid within 30 days of the Effective Date.

   -- Holders of other allowed unsecured claims will be paid pro
      rata distribution as provided in the Plan.  The amount
      distributed to creditors is dependent upon operations of C.
      Bean properties post-confirmation and results of actions on
      claims.  Each holder of these allowed unsecured claims will
      receive pro rata payment after payment of allowed
      administrative claims, allowed secured claims, allowed
      priority claims, and the post-confirmation expenses of
      administration of the plan, and Small Creditor Claims.

   -- The existing common stock will be retained but holders of
      the stock will receive nothing under the Plan until and
      unless the allowed claims of all creditors are paid in full.

A full-text copy of the disclosure statement explaining the Plan
is available for free at
http://bankrupt.com/misc/CBEANTRANSPORT_DS.pdf

                     About C. Bean Transport

Amity, Arkansas-based C. Bean Transport, Inc., filed for Chapter
11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Ark. Case
No. 10-71360).  Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel
& Anderson, LLP, assists the Company in its restructuring effort.
The Company estimated assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


C&D CANAL: Closing of Asset Sale Extended Until December 6
----------------------------------------------------------
C&D Canal House, LLC, its lender Susquehanna Bank and Giordano
Properties, LLC, the buyer of C&D Canal's property, agreed to
modify and amend the November 30th deadline to allow for the
closing of the sale to occur on or before December 6, 2010.
Susquehanna Bank's consent to the Sale was conditioned on, among
other things, closing of the Sale on or before November 30, 2010.

A copy of the Stipulation and Consent Order, dated December 2,
2010, signed by Judge Duncan W. Keir is available at
http://is.gd/ikB7Nfrom Leagle.com.

Reisterstown, Maryland-based C&D Canal, LLC, c/o Xinting Charles
Cao, filed a Chapter 11 petition (Bankr. D. Md. Case No. 10-30122)
on September 1, 2010.  David W. Cohen, Esq. -- dwcohen79@jhu.edu
-- in Baltimore, serves as bankruptcy counsel.  In its schedules,
the Debtor disclosed $2,287,270 in assets and $1,625,000 in debts.


CALIFORNIA COASTAL: Seeks Court OK of Plan Deal With Lenders
------------------------------------------------------------
California Coastal Communities,Inc. has filed a motion for
authority to enter into a plan support agreement with a majority
of its senior lenders comprising 81 % of the senior revolving loan
and 88 % of the senior term loan that will enable the Company to
proceed with a consensual plan of reorganization with respect to
its Chapter 11 bankruptcy cases.  The Chapter 11 Cases are being
jointly administered in the United States Bankruptcy Court for the
Central District of California.  The Plan will be subject to
approval by the Bankruptcy Court following solicitation of votes
from creditors, and there can be no assurance that Bankruptcy
Court approval will be obtained.

In order to enhance the Company's liquidity and working capital,
certain of the Lenders have also agreed to provide a debtor-in-
possession term loan agreement, pursuant to which they will lend
$5.0 million upon the Bankruptcy Court's interim approval of the
DIP Credit Agreement and $10.0 million upon final approval by the
Bankruptcy Court.

Under the proposed Plan, (a) Lenders under the DIP Credit
Agreement will have an option to be converted into a first lien
position in the principal amount of $15.0 million with an expected
maturity date of March 1, 2013 and will be paid interest at an
annual rate of Libor + 750 basis points with a Libor floor of 250
basis points (resulting in a current rate of 10.0%); (b) the $81.7
million existing senior revolving loan will be converted into a
new second lien position loan, with an expected maturity date of
March 1, 2016 and will be paid interest at the same rate as the
DIP Credit Agreement; (c) the existing $99.8 million senior term
loan holders will receive a pro rata share of (i) a new third lien
position loan in the principal amount of $44.0 million, with an
expected maturity date of March 1, 2017 without any amortization
required until the first and second lien loans are fully repaid
and bearing interest at an annual fixed rate of 15%, with all of
such interest accruing and being added to the principal balance
until the first and second lien loans are fully repaid, and (ii)
100% of the equity in the reorganized Company.  General unsecured
creditors are expected to share on a pro rata basis, based on the
face amount of allowed claims, in a $2 to 3 million trust for
general unsecured claims. Under the Plan, there will be no
recovery by the holders of the Company's outstanding common stock.

Chief Executive Officer Raymond J. Pacini commented, "After a
careful and thorough analysis, we determined that the agreement
announced today provides the most certain path for exiting
bankruptcy.  Given continued concerns over the strength and
sustainability of economic growth and its impact on the housing
market, we believe that de-leveraging the Company upon exiting
bankruptcy will best position the Company to navigate the
uncertain recovery in our housing market.  With the cloud of
bankruptcy being removed, we are well-positioned
toprovideuniquecoastal homes to those seeking a home in Huntington
Beach."

Pacini further commented, "We are pleased to have the support of
our lenders in helping us exit bankruptcy, which has no doubt
slowed our Brightwater sales.  Their willingness to provide the
DIP financing and assume equity ownership is an important vote of
confidence and evidences our shared belief in the ability to
successfully complete our Brightwater development."

The Company is hopeful that by February 28, 2011 it could exit the
bankruptcy that was commenced by the Company and certain of its
direct and indirect wholly-owned subsidiaries on October 27, 2009,
which is being jointly administered under the caption In re
California Coastal Communities, Inc., Case No. 09-21712-TA;
however, there can be no assurance in that regard.

The Company is a residential land development and homebuilding
company operating in Southern California. The Company's principal
subsidiaries are Hearthside Homes which is a homebuilding company,
and Signal Landmark which owns 110 acres on the Bolsa Chica mesa
where sales commenced in August2007 at the 356-home Brightwater
community. Hearthside Homes has delivered over 2,300 homes to
families throughout Southern California since its formation in
1994.

                     About California Coastal

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

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


CAPE FEAR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Cape Fear Newspapers, Inc.
        2606 Grande Woods Drive
        Owens Cross Roads, AL 35763

Bankruptcy Case No.: 10-84888

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Angela Stewart Ary, Esq.
                  HEARD ARY, LLC
                  307 Clinton Avenue West, Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: aary@heardlaw.com

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

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

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

The petition was signed by Jeffrey T. Stumb, president.


CHABAD-LUBAVITCH: Settles Stonegate Dispute, Emerges from Ch. 11
----------------------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that Congregation Chabad-Lubavitch Greater Boynton
resolved a loan dispute with lender Stonegate Bank, paving the way
for the Florida synagogue to exit bankruptcy.

According to DBR, the dispute involves a lawsuit the bank filed
against the synagogue, to which it had given a $3.8 million
mortgage loan, to foreclose on the property.  Pursuant to the
agreement:

     -- the synagogue agreed to raise a minimum sum of
        $1.2 million.  Court documents say that $800,000 of the
        amount is to be escrowed pending closing;

     -- Stonegate will provide a partial release of the mortgage,
        as well as release its lien on all of the synagogue's
        religious artifacts, including all Torahs, prayer books,
        talit (prayer shawls), the ark where the Torahs are housed
        and memorial boards.

Chabad-Lubavitch of Boynton filed a Chapter 11 bankruptcy petition
on June 11, 2010 (Bankr. S.D. Fla. Case No. 10-26503).  Joel M.
Aresty, Esq., in Miami, Florida, serves as bankruptcy counsel.  In
its schedules, the Debtor disclosed assets of $9 million and debts
of $4.1 million.


CENTEX INVESTMENTS: Bankr. Order Not Subject to Texas Registration
------------------------------------------------------------------
The Supreme Court of Texas reversed a lower court order and held
that Wind Mountain Ranch's foreclosure of its deed-of-trust lien
was not barred by limitations.  Texas registration law allows
debtors and creditors to suspend limitations, but requires that
extension agreements be recorded. TEX. CIV. PRAC. & REM. CODE Sec.
16.037.  The question is whether a bankruptcy order enforcing a
Chapter 11 restructuring plan is a debtor-creditor extension
agreement under the terms of the statute.  According to the Texas
Supreme Court, a bankruptcy order is not subject to section
16.037's recording requirements.

Robert K. Utley, as trustee, signed a note secured by a deed of
trust encumbering 6.16 acres of land in Bell County, Texas.  The
note was set to mature in 1993.  The property was later conveyed
to Centex Investments.  Centex agreed to assume all of Utley's
obligations under the note and deed of trust.  In 1992, Centex
commenced voluntary Chapter 11 proceedings in the Central District
of California.  A lis pendens referencing the Chapter 11
proceeding was recorded in the real-property records of Bell
County.  The bankruptcy court confirmed Centex's reorganization
plan and issued an order in 1994.  The reorganization plan
extended the note's 1993 maturity date to 1999.  Neither Centex's
reorganization plan, nor the bankruptcy court's confirmation order
were filed in Bell County.

The City of Temple, alleging numerous municipal code violations,
filed suit against Centex in 2002.  The City obtained a judgment
against Centex for $936,250 in December 2002, and recorded an
abstract of its judgment on May 22, 2003.  On July 3, 2003, the
note and deed of trust were assigned to Wind Mountain Ranch.  Wind
Mountain then acquired the 6.16 acres securing the note at a non-
judicial foreclosure sale.

Following Wind Mountain's acquisition, the City brought claims of
fraudulent transfer, wrongful foreclosure, and conspiracy.  The
City also sought a declaration that, because the foreclosure
occurred after the four-year statute of limitations lapsed, Wind
Mountain's foreclosure was invalid.  The City further contends
that the extension of the maturity date was never recorded in Bell
County, and is therefore void.  The City presumes that the
bankruptcy order, and its extension of the maturity date, was
effectively an extension agreement subject to section 16.037's
recording requirements.

Following a bench trial, the trial court rendered judgment for the
City.  The court of appeals affirmed, holding the order was
subject to section 16.037.

The case is Wind Mountain Ranch, LLC, v. City of Temple, No.
09-0026 (Tex. Sup. Ct.).  A copy of the Supreme Court's Opinion
delivered December 3, 2010, is available at http://is.gd/ijYtQ
from Leagle.com.


CHANA TAUB: Fails in Bid to Terminate Chapter 11 Trustee
--------------------------------------------------------
Judge Elizabeth S. Stong denied Chana Taub's request for an order
terminating the appointment of Lori Lapin Jones, the Chapter 11
Trustee, and for an accounting of the Trustee's fees and expenses
as well as those of her retained professionals.  Judge Stong said
the Trustee has acted within her business judgment in deciding
which lawsuits to pursue, how to proceed with the collection of
rent from tenants, and more generally, how to conduct the day-to-
day operations of the estate.  The Trustee's retention of
professionals has been appropriate and each of those retentions
was approved after notice and a hearing by the Court.  The Trustee
has filed monthly operating reports showing improved operating
results and a positive balance greater than the amounts shown
before her appointment.

A copy of the Court's December 3 Memorandum Decision is available
at http://is.gd/ikbjOfrom Leagle.com.

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.


CLEARWIRE COMMS: States Pricing for Offering of $1.325BB in Notes
-----------------------------------------------------------------
Clearwire Corporation said 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 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 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 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
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 of all Exchangeable Notes issued.  The Company has received
waivers from stockholders holding approximately 31% of the voting
power.  The remaining pre-emptive rights, if exercised, could
result in Clearwire Communications issuing up to an additional
approximately $760.0 million in Exchangeable Notes.  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."


CLUBCORP CLUB: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Dallas, Texas-based ClubCorp Club Operations,
Inc.  The rating outlook is stable.

At the same time, S&P assigned the company's $360 million senior
secured credit facilities its issue-level rating of 'BB' (two
notches higher than the 'B+' corporate credit rating).  S&P also
assigned this debt a recovery rating of '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in
the event of a payment default.  The facilities consist of a
$50 million senior secured revolving credit facility due 2015 and
a $310 million senior secured term loan due 2016.

In addition, S&P assigned ClubCorp's $415 million senior notes due
2018 an issue-level rating of 'B+' (at the same level as the 'B+'
corporate credit rating).  S&P assigned this debt a recovery
rating of '4', indicating S&P's expectation of average (30% to
50%) recovery for noteholders in the event of a payment default.

ClubCorp used the proceeds, in addition to an incremental equity
contribution of approximately $260 million from the company's
owner, KSL Capital Partners, LLC, to refinance its existing
indebtedness.  In connection with the transaction, a substantial
portion of the debt in ClubCorp's previous capital structure was
forgiven by lenders.  This has the potential to create certain tax
obligations over the longer term, although any potential tax
burdens do not have a meaningful impact on ratings at this point.

"The 'B+' corporate credit rating reflects ClubCorp's high debt
leverage, historically aggressive financial policy, and vulnerable
business clubs segment, which contributed about 26% of the
company's revenue in 2009," said Standard & Poor's credit analyst
Michael Halchak.  "These factors are somewhat tempered by the
company's relatively stable golf business, which is supported by a
strong customer demographic, historically high retention rates,
and a diverse network of properties that would be difficult to
replicate, creating meaningful barriers to entry in the markets in
which ClubCorp operates."


CNOSSEN FAMILY: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cnossen Family Partnership
        P.O. Box 153
        Hereford, TX 79045

Bankruptcy Case No.: 10-20793

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: J. Bennett White, Esq.
                  J. BENNETT WHITE, P.C.
                  P.O. Box 6250
                  Tyler, TX 75711
                  Tel: (903) 597-4300
                  Fax: (903) 597-4330
                  E-mail: sgardner@jbwlawfirm.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-20793.pdf

The petition was signed by Frank Cnossen.


COLCO SERVICES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Colco Services, Inc.
        1804 N. Naper Boulevard, Suite 460
        Naperville, IL 60563

Bankruptcy Case No.: 10-53992

Chapter 11 Petition Date: December 6, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: David A. Newby, Esq.
                  COMAN & ANDERSON, P.C.
                  2525 Cabot Drive, Suite 300
                  Lisle, IL 60532
                  Tel: (630) 428-2660
                  Fax: (630) 428-2549
                  E-mail: dnewby@comananderson.com

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

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb10-53992.pdf

The petition was signed by Colleen Cavallo, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Colco Services, Inc.                  10-48558            10/29/10


COLLEGE STATION: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: College Station Retail Center, LLC
        230 Mohawk Road
        Clermont, FL 34715

Bankruptcy Case No.: 10-21504

Chapter 11 Petition Date: December 2, 2010

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

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-21504.pdf

The petition was signed by Joseph E. Zagame, Jr., vice president.


CONCHO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Concho Resources Inc.'s B1
Corporate Family Rating and the B3 rating of its $300 million
senior unsecured notes.  The outlook is negative.

                        Ratings Rationale

This concludes the review for possible downgrade initiated on
July 21, 2010 in response to Concho's announcement of its
intention to acquire the assets of Marbob Energy Corporation and
certain affiliated entities for $1.65 billion with debt funding of
$1.3 billion which would have more than doubled the company's
leverage.

"The confirmation of Concho's ratings reflects the reduction in
leverage between the July 2010 acquisition announcement and the
December 2010 Permian Basin asset sale, as well as the expectation
that leverage will continue to decrease through a combination of
strong reserve and production growth, further asset sales, and
capital spending (excluding acquisitions) funded mostly within
cash flow," commented Jonathan Kalmanoff, Moody's Analyst.  "We
anticipate that any acquisitions through 2011 will be funded in
such a manner as to not materially increase leverage on production
and reserves."

At the time of the announcement of the Marbob acquisition,
March 31, 2010 leverage (pro-forma for the acquisition) increased
to $40,030/Boe of average daily production from $17,383 and debt/
proven developed reserves increased to $13.20 from $5.99.  At
September 30, 2010 Concho had decreased its leverage (pro-forma
for the acquisition) to $36,276/Boe of average daily production
and $11.95 debt /PD through strong organic reserve and production
growth.  Pro-forma for the expected December 2010 closing of its
$100 million Permian Basin asset sale, Concho's September 30, 2010
leverage would decrease further to $35,439/Boe of average daily
production and $11.58 debt /PD.

Concho has a track record of reducing leverage after acquisitions
by issuing equity and organically growing production and reserves
with drill bit F&D costs in the $8 to $9 per Boe range.  Its
combination of low F&D costs and 66% oil production in the current
favorable oil price environment results in a high level of
profitability relative to peers and the ability to grow
organically while reducing leverage on production and reserves.
The Marbob acquisition increases the company's scale by just over
30% and also increases its geologic (though not geographic)
diversification.  As a result of the acquisition Concho's scale is
large relative to most B1 rated peers.  While Concho is less
diversified than most B1 rated peers, with operations primarily
concentrated in the Permian Basin, its seasoned management team
has many years of experience operating in the area.  The location
of the acquired assets within Concho's core area of operations and
expertise decreases the operational risks inherently associated
with newly acquired properties.

While leverage has improved, the negative outlook reflects
Concho's still high leverage on production and reserves, pending
anticipated further de-leveraging.  Debt/Boe of average daily
production sustained below $30,000 and debt/PD sustained below
$10.00 and trending downward could result in a stable outlook.
Negative rating action could result if leverage is not reduced
from current levels, or if a materially leveraging acquisition
occurs.  Over the longer term, positive rating action could result
if Concho were to substantially increase its geographic
diversification through either a major acquisition, funded with
sufficient equity so that leverage is not materially increased, or
significant organic growth in non-core areas.  A decrease in
leverage as a result of prolonged capital spending within cash
flow, with Debt/Boe of average daily production sustained below
$18,000 and debt/PD sustained below $6.00, could also result in
positive rating action.

The B3 senior unsecured note rating reflects both the overall
probability of default of Concho, to which Moody's assigns a PDR
of B1, and a loss given default of LGD6-91% (changed from LGD6-
90%).  The size of the $2 billion senior secured revolver's
potential priority claim relative to the senior unsecured notes
results in the notes being rated two notches beneath the B1 CFR
under Moody's Loss Given Default Methodology.

Concho has good liquidity through 2011.  The company plans to
spend mostly within cash flow (excluding acquisitions) and has
a senior secured credit facility with a borrowing base as of
October 2010 of $2 billion and a negligible cash balance.  At
September 30, 2010 (pro-forma for the Marbob acquisition and the
Permian Basin asset sale) there was $570 million of availability
under the facility and Concho had significant headroom under the
leverage ratio and current ratio covenants.  There are no debt
maturities until July 31, 2013, when the credit facility matures.
Substantially all of Concho's assets are pledged as security under
the credit facility which limits the extent to which asset sales
could provide a source of additional liquidity if needed.

The last rating action on Concho was on July 21, 2010, when its
ratings were placed under review for possible downgrade following
the announced $1.65 billion acquisition of Marbob.

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources.  However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


CONSOLIDATED HORTICULTURE: US Trustee Names 3 Members to Committee
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appoints
three members to the Official Committee of Unsecured Creditors in
Consolidated Horticulture Group LLC, et al.'s Chapter 11 cases.

The Committee members include:

1) Leonard's Express, Inc.
   P.O. Box 25130
   Farmington, NY 14425
   Phone: (585) 742-9004
   Fax: (585) 742-9044

2) Ball Seed Co., Inc.
   622 Town Road
   W. Chicago, IL 60185
   Phone: 1-888-800-0028
   Fax: (630) 562-7907

3) Myers Industries, Inc.
   Lawn & Garden Group
   24284 Network Pl.
   Chicago, IL 60673-1242
   Phone: (440) 632-3331
   Fax: (440) 632-3331

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: Blank Rome OK'd as Committee's Counsel
-----------------------------------------------------------------
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
Blank Rome LLP as co-counsel, nunc pro tunc to October 26, 2010.

Blank Rome will represent and perform services for the Committee
in connection with carrying out its fiduciary duties and
responsibilities under the U.S. Bankruptcy Code.  Blank Rome will
work with co-counsel Lowenstein Sandler, P.C., to make every
effort to avoid duplication of services.

Blank Rome will be paid based on the rates of its professionals:

             David Carickhoff                    $475
             John Lucian                         $475
             Alan M. Root                        $280
             Tamara Moody                        $220
             Partners & Counsel               $440-$750
             Associates                       $280-$495
             Paralegals                       $220-$285

John Lucian, Esq., a partner at Blank Rome, assures 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: Wants Dec. 20 Deadline for Schedules
---------------------------------------------------------------
Consolidated Horticulture Group LLC, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
deadline for filing schedules of assets and liabilities and
statements of financial affairs through December 20, 2010.

Given the complexity of the Debtors' business operations, the fact
that certain prepetition invoices haven't yet been received and
the extensive efforts that the Debtors' management and other
professionals devoted to negotiating with key creditor
constituencies leading up to the filing of the Debtors' Chapter 11
cases, the Debtors were unable to compile all of the information
required to complete the Schedules and Statements prior to the
Petition Date.  Moreover, given the numerous critical operational
matters that the Debtors' accounting staff must address in the
early days of the Chapter 11 cases, the Debtors won't be in a
position to complete the Schedules and Statements in the current
deadline.

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 RESORTS: Lender Selling Time Share Loan Portfolio
--------------------------------------------------------------
        NOTICE OF SECURED PARTY'S PUBLIC AUCTION SALE

On December 28, 2010, at 10:00 a.m., prevailing Eastern Time, at
the law offices of Epstein Becker & Green, P.C., 250 Park Avenue,
New York, New York, Textron Financial Corporation, a Delaware
corporation ("Secured Party"), will sell in bulk at a public
foreclosure sale pursuant to the Rhode Island Uniform Commercial
Code and that certain Receivables Loan Agreement, dated as of
February 14, 2001, among (a) Consolidated Resorts, Inc., a Hawaii
corporation, Consolidated Maui, Inc., a Hawaii corporation, and
Soleil LV, LLC, a Nevada limited liability company (collectively,
"Debtor"), (b) Consolidated Kona, Inc., a Hawaii corporation, The
ASNY Corporation, a Nevada corporation, and The ASNY Company, LLC,
a Delaware limited liability company, and (c) Secured Party, as
amended, a portfolio of approximately 600 consumer timeshare loans
with an aggregate principal balance owing thereon of approximately
$5,200,000.

The aggregate principal balance of such timeshare loans may
increase or decrease between the time of this notice and the time
of the public sale. The consumer timeshare loans consist of
certain promissory notes executed by various individuals secured
by deeds of trust or mortgages encumbering timeshare interests in
one or more of the timeshare resorts of the Debtor together with
related documentation, instruments, accounts and general
intangibles (collectively, the "Collateral"). The sale will
transfer to the purchaser all of the Debtor's right, title and
interest in the Collateral.

Please be advised that the Debtor is a debtor in a currently
pending Chapter 7 proceeding in the United States Bankruptcy Court
for the District of Nevada, Case No. 09-22035.  Please be further
advised that, pursuant to an order entered by the Bankruptcy Court
on December 2, 2010, the automatic stay has been modified and the
Collateral has been abandoned to permit this public sale to
proceed.

The terms and conditions of the public sale are as follows: The
sale shall be by public auction conducted at the time and place
set forth above to the highest qualified bidder. Bids may be
submitted only in person. The complete terms of sale may be
obtained by contacting the person named below. A $100,000 deposit
will be required by certified or cashier's check or wire transfer
of immediately available funds prior to the time of sale to
qualify to bid. Additional qualifications to bid will apply and
may be obtained by contacting the person named below. The deposit
will be credited to the successful bidder and the balance of the
successful bid shall be paid before 5:00 p.m., Eastern time, on
the date of the sale, by certified or cashier's check or by wire
transfer of immediately available funds. The successful bidder
shall take title to the Collateral "as is, where is" and without
representations or warranties of any type and without recourse to
Secured Party. Secured Party may adjourn the sale hereby
advertised. Secured Party is selling with reserve. Secured Party
further reserves the right to bid and credit bid at the sale or
any adjournment thereof. The sale of the Collateral will be in
bulk and there will be no partial sale or other disposition
thereof. Information regarding the Collateral is available for
review by qualified bidders by contacting the person named below.
Qualified bidders are encouraged to undertake their own due
diligence. No representations or warranties are made with respect
to any of the information regarding the Collateral. The above
terms and conditions of the sale may be subject to additional or
amended terms and conditions to be announced at the time of the
sale.

For further information regarding the sale of the Collateral,
please contact:

         Kyle Shonak
         Vice President
         Textron Financial Corporation
         45 Glastonbury Boulevard
         Glastonbury, CT 06033
         Telephone: 860.659.6303
         Fax: 860.659.6380

                   About Consolidated Resorts

Consolidated Resorts, Inc., filed for Chapter 7 bankruptcy
protection (Bankr. D. Nev. Case No. 09-22035) on July 7, 2009.
William A. Leonard, Jr., serves as the Chapter 7 Trustee.

Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm in
Las Vegas, serves as counsel to the Debtor.  James P. Hill, Esq.,
Christine A. Roberts, Esq., and Elizabeth E. Stephens, Esq., at
Sullivan, Hill, Lewin, Rez & Engel in Las Vegas, serves as general
counsel for the Chapter 7 Trustee.


CONSUMER PRODUCTS: Posts $992,800 Net Loss in September 30 Quarter
------------------------------------------------------------------
Consumer Products Services Group, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $992,836 on $1.11 million of
sales for the three months ended September 30, 2010, compared with
a net loss of $887,160 on $1.59 million of sales for the same
period last year.

The Company's balance sheet at September 30, 2010, showed
$1.96 million in total assets, $6.48 million in total liabilities,
and a stockholders' deficit of $4.52 million.

The Company has incurred significant losses through September 30,
2010, and has an accumulated deficit of $5.26 million as of
September 30, 2010.

"Furthermore, as of September 30, 2010, the cash resources of the
Company were insufficient to meet its current business plan.
These and other factors raise substantial doubt about the
Company's ability to continue as a going concern," Consumer
Products Services said in the filing.

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

              http://researcharchives.com/t/s?708b

Deer Park, N.Y.-baaed Consumer Products Services Group, Inc., is
engaged inn "Reverse Supply Chain Services" including,
transportation, remanufacturing, return center services,
reprocessing, repairing and recycling of durable consumer
products.


COOLEY VILLAGE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cooley Village Homes Limited Partnership
        5689 Cooley Village Lane
        Waterford, MI 48327

Bankruptcy Case No.: 10-76379

Chapter 11 Petition Date: December 2, 2010

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

Judge: Steven W. Rhodes

Debtor's Counsel: Nicholas Reyna, Esq.
                  LAW OFFICES OF NICHOLAS A. REYNA
                  18711 W. Ten Mile Road, Suite 100
                  Southfield, MI 48075
                  Tel: (248) 423-1110
                  E-mail: nickreyna7@hotmail.com

Scheduled Assets: $1,138,000

Scheduled Debts: $2,997,537

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-76379.pdf

The petition was signed by Charles Attia, general partner.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Charles Attia                         10-72415            10/22/10


COREY MARAGH: To Make Adequate Protection Payments to FC Partners
-----------------------------------------------------------------
FC Partners sought relief from automatic stay, or alternatively,
for adequate protection with respect to the property at 11234 Old
Baltimore Pike, Beltsville, Maryland, owned by Corey Dean Maragh
and Rajistree Ramsammy.  The parties have entered into a
Stipulation and Consent Order to resolve the Lift Stay Motion, on
a preliminary basis.  Pursuant to the stipulation, the Debtors
agree to make adequate protection payments to FC Partners of
$1,875 per month commencing November 8, 2010, through February 8,
2011.  A final hearing on the Motion is scheduled for March 7,
2011, at 3:00 p.m.

A copy of the Stipulation and Consent Order signed by Judge Paul
Mannes on December 2, 2010, is available at http://is.gd/ikfwM
from Leagle.com.

Based in Laurel, Maryland, Corey Dean Maragh, aka Corey D. Maragh,
dba C&R Trucking, Inc., aka Corey Maragh, and dba CR Trucking; and
Rajistree Ramsammy filed for Chapter 11 (Bankr. D. Md. Case No.
10-30815) on September 9, 2010, listing between $500,000 and
$1 million in both assets and debts.  Steven Greenfeld, Esq. --
steveng@cohenbaldinger.com -- at Cohen, Baldinger & Greenfeld,
LLC, in Bethesda, served as the Debtors' counsel.  A full-text
copy of the Debtors' petition is available at no charge
at http://bankrupt.com/misc/mdb10-30815.pdf


COUNTRYVIEW MHC: Can Use Cash Collateral on Interim; BofA Objects
-----------------------------------------------------------------
Countryview MHC Limited Partnership sought and obtained interim
authorization from the Hon. Carol A. Doyle of the U.S. Bankruptcy
Court for the Northern District of Illinois to use from
December 2, 2010, through December 31, 2010, certain cash and cash
equivalents that allegedly serve as collateral for claims asserted
against the Debtor and its property by Bank of America.

The Debtor's manufactured home community in Franklin, Indiana, is
subject to a purported mortgage in favor of BofA purportedly
securing a claim in the amount of $11,704,158.  BofA has declared
a monetary default.

BofA is the successor by merger to LaSalle Bank National
Association, in its capacity as trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage
Pass-Through Certificate, Series 2006-CA.

Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar,
explained that the Debtor needs access to cash collateral to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will use the collateral pursuant to a budget, a copy of which is
available for free at
http://bankrupt.com/misc/COUNTRYVIEW_MHC_budget.pdf

The Bankruptcy Court's order granting access to cash collateral
provides that in exchange for using the cash collateral, the
Debtor will grant BofA postpetition replacement liens in the cash
collateral generated by the Debtor postpetition.  In addition, the
Debtor will permit BofA to inspect the Debtor's books and records.
The Debtor will maintain and pay premiums for insurance to cover
all of its assets from fire, theft and water damage.  The Debtor
will make available to BofA evidence of that which constitutes its
collateral or proceeds.  The Debtor will maintain its property in
good repair.

                    Bank of America's Objection

BofA objects to the Debtor's request to use cash collateral,
saying that it is informed and believes that the Debtor does not
own the mobile homes located at the Property and that those homes
are owned by Capital First Realty, Inc., the manager of the
Property.  BofA stated, "Given the list of the Debtor's 20 largest
creditors, it is apparent that the Debtor has not been paying the
operating expenses of the Property for some time.  It is apparent
that the Debtor has drained its cash accounts prior to the filing
of the bankruptcy, having filed with only $500 on deposit in its
operating accounts.  The Trust is also informed and believes that
Capital First Realty, Inc., which owns or finances many or all of
the mobile homes located on the Property has been the subject of a
number of lender-actions and that there are multiple homes on the
Property at risk of being repossessed.  Additionally, the Trust is
informed and believes that the Property is currently managed by
Capital First Realty, Inc., a non-debtor related entity.  Pursuant
to the Management Agreement between the Debtor and Capital First
Realty, the leasing, rent collection, payment of utilities for and
maintenance of the Property and all services necessary for the
care, protection, maintenance, and operation of the Property were
to be performed by Capital First Realty.  Based on the Debtor's
status as a Single-Purpose Entity, the Trust believes that the
Debtor has no direct expenses while Capital First Realty is
employed as the Manager of the Property.  The Management Agreement
calls for Capital First Realty to be paid an amount equal to 4% of
the total rent collections on a yearly basis and such payment is
the Agent's entire compensation for services under the Management
Agreement."

BofA specifically objected to any payments to Capital First Realty
in excess of 4% of rent collections, projected to be $3,400.  The
Lender objected to the payment of $12,149 in monthly salary
reimbursement.  The Lender said that it is in no way adequately
protected by the payment of a third party's obligation.

BofA asked the Court that any cash collateral in excess of what is
reasonably needed by the Debtor to pay operating expenses be
turned over to BofA.  BofA requested that the Court enter an order
which provides solely for the payment of the operating expenses of
the Property without salary reimbursements to Capital First.

The Court has set a final hearing for December 16, 2010, at
10:30 a.m. on the Debtor's request to use cash collateral.

                       About Countryview MHC

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr.
N.D. Ill. Case No. 10-52722).  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


COUNTRYVIEW MHC: Section 341(a) Meeting Scheduled for Jan. 4
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of
Countryview MHC Limited Partnership's creditors on January 4,
2011, at 1:30 p.m.  The meeting will be held at 219 South
Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
Chicago, Illinois 60604.

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

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

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr.
N.D. Ill. Case No. 10-52722).  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CYPRESS BEND: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Cypress Bend, LLC
        P.O. Box 727
        Allenhurst, GA 31301
        Tel: (912) 368-9205

Bankruptcy Case No.: 10-42640

Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

Scheduled Assets: $4,212,250

Scheduled Debts: $2,686,773

The petition was signed by Dennis A. Waters, Jr., managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Holland, Henry & Bromley, LLP      --                       $6,500
2 East Bryan Street, 14th Floor
Savannah, GA 31401


DARRYL GORDON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Darryl Emery Gordon
          aka Darryl E. Gordon
        10603 Wesson Way
        Jacksonville, FL 32221

Bankruptcy Case No.: 10-10454

Chapter 11 Petition Date: December 2, 2010

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

Debtor's Counsel: Rehan N. Khawaja, Esq.
                  BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA
                  817 North Main Street
                  Jacksonville, FL 32202
                  Tel: (904) 355-8055
                  Fax: (904) 355-8058
                  E-mail: khawaja@fla-bankruptcy.com

Scheduled Assets: $946,570

Scheduled Debts: $1,600,732

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-10454.pdf


DBSD N.A.: Plan Confirmation Reversed as to Sprint
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Circuit Court of Appeals in Manhattan
reversed in part the order confirming the reorganization plan for
DBSD North America Inc.  The appeals court sent the case back to
the bankruptcy court for further proceedings.

Mr. Rochelle recounts that in confirming the DBSD plan, U.S.
Bankruptcy Judge Robert E. Gerber crammed down on two classes of
creditors, one with first-lien creditor Dish Network Corp. and the
other for unsecured creditor Sprint-Nextel Corp.  Both appealed.

According to Mr. Rochelle, although the Second Circuit upheld the
plan as to Dish, the court set aside confirmation as to Sprint.
The appellate panel in its two-page order said the plan violated
the absolute priority rule, which prohibits allowing shareholders
to retain their stock if a dissenting class of creditors isn't
paid in full.

Mr. Rochelle relates that the plan had been upheld in the first
appeal to the federal district court.  The circuit court in
October blocked DBSD from implementing the Chapter 11 plan that
the bankruptcy court approved in a November 2009 confirmation
order.

                      The Chapter 11 Plan

The Plan seeks, principally through substantial deleveraging and
realignment of operations, to focus on the Debtors' core
operations, to capitalize on opportunities in the future.  The
Debtors will reduce their funded debt and other financial
obligations by converting all of their Second Lien Debt and
general unsecured claims into equity of the reorganized Debtors.

The Plan provides for the Debtors to continue to operate as a pre-
revenue enterprise, implementing cost-saving initiatives until the
Debtors obtain strategic partnerships with entities that are able
to complement the Debtors' satellite offerings or obtain
additional capital to continue funding the enterprise.

Under the Plan, the Debtors will be deleveraged by over
$600 million. The Plan currently contemplates that the Debtors
will have $81 million in total debt at the Effective Date, and the
total indebtedness can be projected to be in the range of
$260 million by 2013.

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the proposed financial advisors to the Debtors.  The Garden City
Group Inc. is the court-appointed claims agent for the Debtors.
DBSD estimated assets and debts of $500 million to $1 billion in
its Chapter 11 petition.


DENNY HECKER: Admits to Hiring Proxy to Buy Back Bikes
------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Denny Hecker confessed up to having somebody buy back
his dirt bike and a Harley-Davidson motorcycle at a bankruptcy-
court auction of his belongings.  Ms. Palank relates The Pioneer
Press, citing court papers filed Monday, reports on Mr. Hecker's
disclosure that he used the name of a fake business and a credit
card belonging to a former employee to make his bids online ahead
of a May 25 auction.  Mr. Hecker then directed John Prosser to pay
$17,000 for the items and pick them up from the auctioneer.

Ms. Palank relates Mr. Hecker said he paid Mr. Prosser $8,500 in
cash and took possession of the Harley.  Mr. Hecker never got the
dirt bike as two checks he wrote to Mr. Prosser later bounced,
prompting Mr. Prosser to take the Harley in September.

                        About Denny Hecker

Dennis E. Hecker owned and operated dozens of auto dealerships,
car rental franchises, and other businesses until 2009. He filed a
voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779)
on June 4, 2009, after his auto empire collapsed into bankruptcy.

Chrysler Financial filed a dischargeability action (Bankr. D.
Minn. Adv. Pro. No. 09-5019) on July 8, 2009.  Chrysler Financial
alleged that $83 million of $350 million owed is nondischargeable
under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained
it through the use of false pretenses, false representations,
fraud, defalcation, and embezzlement.  The Honorable Robert J.
Kressel granted Chrysler Financial's motion for sanctions and
ordered $83 million of the judgment against Mr. Hecker, together
with accrued interest, not dischargeable in the Chapter 7
bankruptcy case.

Mr. Hecker has pleaded guilty to two fraud charges: concealing
assets from the bankruptcy court and lying to get multimillion-
dollar loans for his dealerships and leasing operation.


DOMINICK SARTORIO: Examiner Fails to Reopen Bankr. Case
-------------------------------------------------------
Lori Lapin Jones, as examiner in the Chapter 11 case of Dominick
L. Sartorio and Elizabeth C. Sartorio, sought judgment against the
Debtors for unpaid professional fees.  The Bankruptcy Court
dismissed the bankruptcy case in September 2010 upon the request
of the United States Trustee.  The Examiner sought to vacate the
dismissal order for the limited purpose of entering judgments in
favor of the Examiner and her Professionals based upon a prior
court order fixing those fees.

At the hearing before the U.S. Bankruptcy Court for the Eastern
District of New York on September 23, 2010, the Examiner voiced
her concerns about whether or not she and her professionals would
be able to collect on the Fee Order without having a judgment
against the Debtors, as the state court may decline to enforce the
order due to jurisdictional concerns as the Order was issued by
the Bankruptcy Court.  The Examiner argued that "had the case been
converted to chapter 7, then the claims of the Examiner and her
professionals would have had priority in payment over all pre-
petition claims under the Bankruptcy Code," but since the case was
dismissed that priority no longer exists.  Because the Examiner
and the Professionals may have to incur fees and expenses in their
efforts to collect on their Order in state court, the Examiner
requests that the Bankruptcy Court "collapse the steps" now and
award the Examiner and the Professionals a judgment against the
Debtors based upon the Order allowing their fees.

Bankruptcy Judge Dorothy T. Eisenberg held that in light of the
absence of any legal authority in support of the Examiner's
Application, the Bankruptcy Court cannot "collapse the steps" or
reopen the case to convert the Chapter 11 to a Chapter 7 because
the Examiner and her professionals have concerns as to what the
state court may or may not do.  As the Debtors' counsel noted, the
Examiner and the Professionals "have the same rights as all
creditors who are owed funds by the Debtor[s] for both the pre and
post petition period", which includes Debtors' counsel.  The
Examiner is free to exercise such rights.

A copy of the Court's December 3, 2010 Memorandum Decision and
Order is available at http://is.gd/ikhsjfrom Leagle.com.

Dominick L. Sartorio and Elizabeth C. Sartorio in Melville, New
York, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case
No. 08-75266) on September 24, 2008.  Marc A. Pergament, Esq. --
mpergament@wgplaw.com -- at Weinberg Gross & Pergament LLP in
Garden City, New York, served as the Debtors' counsel.  In their
joint petition, the Debtors said assets were between $1 million
and $10 million, and debts were between $10 million and
$50 million.


DOUGLAS HURST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Douglas G. Hurst
               Pamela A. Trainor-Hurst
                 fka Pamela Ann Rowland
               4839 Kempsville Greens Parkway
               Virginia Beach, VA 23462

Bankruptcy Case No.: 10-75712

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtors' Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, & RYAN, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrfirm.com

Scheduled Assets: $1,005,448

Scheduled Debts: $1,451,698

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-75712.pdf


DOUGLAS TEXTOR: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Douglas Paul Textor
               Jennifer Textor
                aka Jennifer Butler
               4949 Ethel Avenue
               Sherman Oaks, CA 91423

Bankruptcy Case No.: 10-25164

Chapter 11 Petition Date: December 2, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  LAW OFFICES OF GLENN WARD CALSADA
                  9924 Reseda Blvd.
                  Northridge, CA 91324
                  Tel: (818) 477-0314
                  Fax: (818) 473-4277
                  E-mail: glenn@calsadalaw.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' three largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb10-25164.pdf


E.F.L. PARTNERS: Court Dismisses Chapter 11 Case
------------------------------------------------
The Hon. Bruce Fox of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania has approved E.F.L. Partners V's request
for dismissal of its Chapter 11 bankruptcy case.

The dismissal order provides that judgment is entered against the
debtor and in favor of the U.S. Trustee in the amount of $650,
representing unpaid quarterly fees.  The judgment may be enforced
by any court of competent jurisdiction.  The Debtor is prohibited
and enjoined from filing any future bankruptcy cases in this
district or in any other district from the date of dismissal and
through December 31, 2010.

Headquartered in Philadelphia, Pennsylvania, E.F.L. Partners V
filed for Chapter 11 on May 3, 2010 (Bankr. E.D. Penn. Case No.
10-13655).  Stuart A. Eisenberg, Esq. assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
total assets of $14,341,200 and total liabilities of $11,947,304.


FCC HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
FCC Holdings, LLC, and a B3 rating to the company's $100M Senior
Unsecured Notes due 2015 issued by First Capital and its
subsidiary FCC Holdings Finance Subsidiary, Inc., as co-obligors.

                        Ratings Rationale

The CFR rating reflects First Capital's monoline operations as a
commercial lender focused on capital-constrained middle market
borrowers, the limitations of its short-term, bilateral funding
sources, as well as its significant reliance on secured funding.
The rating also considers the company's strong capital levels and
satisfactory leverage position, manageable and relatively well-
balanced risk exposures (industry and customer), and experienced
management team.

First Capital's dependence on private borrowing arrangements
comprised of annually renewable bilateral facilities represents a
key rating constraint.  Reliance on liquidity facilities with
relatively short tenors subjects the company to significant
renewal and refinancing risk.  Reliable access to funding is
critical to the firm's ability to provide factoring services and
extend loans to its clients.  In Moody's view, First Capital's new
unsecured debt issuance will provide some funding source
diversification as well as extend the firm's debt maturity
profile.

The firm's strong capital position and modest leverage are rating
strengths.  Nevertheless, First Capital's prevalent use of secured
debt results in a high level of encumbered assets that limits the
firm's financial and operational flexibility.

As a partially offsetting consideration, the company's debt
structures have significant overcollateralization.  The rating
incorporates Moody's expectation that First Capital will continue
to employ prudent capital and liquidity strategies, even as it
seeks to grow its earning assets.

Moody's notes that First Capital's profitability has been
compressed during the downturn, reflecting higher borrowing costs
and general and administrative expenses that are proportionately
higher than some other commercial lenders.  The new Senior
Unsecured Notes issuance represents a positive step in reducing
the firm's cost of funds, as certain of the proceeds will be used
to repay high cost indebtedness.  Additionally, Moody's
anticipates that profitability will improve as the firm grows
assets under management because it presently has excess operating
capacity.

The notching for the B3 Unsecured Senior Note rating reflects the
substantial amount of secured debt in First Capital's capital
structure.  The Unsecured Senior Notes are subordinate to FCC's
existing secured debt obligations issued by non-guarantor
operating subsidiaries.

The rating outlook is stable, based on Moody's view that First
Capital is reasonably well-positioned to profitably grow its
lending operations and that liquidity and access to capital and
leverage levels will continue to be carefully managed.

First Capital is a commercial finance company headquartered in
Boca Raton, FL.


FCC HOLDINGS: S&P Assigns 'B-' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' long-
term counterparty credit rating to FCC Holdings LLC (First
Capital).  The outlook is stable.  At the same time, S&P assigned
its 'B-' rating to the company's proposed issuance of $100 million
in senior unsecured notes.

S&P bases its ratings on First Capital on the execution risk
associated with its growth and optimization strategy, modest
profitability, and reliance on wholesale funding.  Positive rating
factors include its niche market position lending to middle-market
businesses and strong credit performance.

First Capital is a commercial lender to middle-market companies
throughout the U.S., primarily focusing on asset-based loans and
factoring.  First Capital's borrowers are companies that are
underserved by traditional lenders, usually because of a change in
financial position driven by weak performance (net losses) or a
strategic event (merger, acquisition, or restructuring).  Despite
the speculative-grade nature of First Capital's clients, its
credit performance to date has been strong.  Net charge-offs as a
percentage of assets under management were 66 basis points in
2009, reflecting its core competency of strong collateral
management.

The execution risk associated with First Capital's growth and
optimization strategy is a negative ratings factor.  Some of its
$100 million senior unsecured notes offering will support growth
in AUM, targeted by management at roughly $750 million over three
to five years.  This would double AUM from current levels, which
S&P considers fairly aggressive.  Moreover, First Capital is also
seeking to optimize its loan portfolio by focusing on smaller
loans ($3 million to $15 million range) and repricing lower-
yielding clients.  At Sept. 30, 2010, S&P calculates that almost
one-half of AUM falls outside First Capital's current size and/or
return targets.

First Capital's modest profitability (essentially break-even
performance from 2007 to date, despite low credit losses) reflects
the significant proportion of lower yielding loans, relatively
high funding costs, and elevated operating expenses, leaving
limited flexibility for any material deterioration in asset
quality.  First Capital's optimization strategy seeks to address
the first two (highlighting the importance to the firm of
successful execution), while the company will refinance high
coupon subordinated debt with proceeds from the senior unsecured
issuance.

With traditional lenders being more cautious, S&P believes First
Capital has a reasonable opportunity to successfully execute its
growth and optimization strategy.  However, over the longer term,
S&P believes a shifting competitive environment will affect its
strategy.  S&P expects its pool of prospective clients to shrink
as middle-market companies' financial performance rebounds with an
improving economy.  In addition, regional banks may focus more
aggressively on commercial lending, given the relatively low loss
rates and the likelihood for a delayed recovery in residential and
commercial real estate.  Commercial banks have the advantage of
cheaper funding, which enables them to price more aggressively
than First Capital.

First Capital's reliance on wholesale funding also limits its
rating.  S&P views wholesale funding as particularly sensitive to
credit market and institution-specific events, which can lead to
disruptions of funding availability.  S&P believes this risk is
particularly pronounced for First Capital because of its reliance
on credit facilities to fund the bulk of its loan receivables.

"The stable outlook reflects First Capital's low credit losses and
adequate leverage.  It also reflects S&P's expectation that
profitability will improve as First Capital executes its growth
and optimization strategy," said Standard & Poor's credit analyst
Rian Pressman.  S&P could lower its rating and revise the outlook
to negative if First Capital cannot improve profitability, while
maintaining adequate leverage.  S&P could raise the rating and
change the outlook to positive if the company successfully
executes its strategic initiatives, while maintaining adequate
asset quality and leverage.  First Capital's reliance on wholesale
funding limits upward rating movement.


FGIC CORP: Court Extends Plan Filing Exclusivity Until Feb. 1
-------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York extended, at the behest of FGIC
Corporation, the exclusive period during which the Debtor may file
a Chapter 11 plan through February 1, 2011, and the exclusive
period during which the Debtor may solicit acceptances of its Plan
through April 1, 2011.

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

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

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

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


FIDDLER'S CREEK: Files Separate Bankruptcy-Exit Plans
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fiddler's Creek LLC filed separate plans and
explanatory disclosure statements for itself and its 27 affiliates
immediately before the exclusive right to file their Chapter 11
plans expired on Dec. 3.

According to the report, the plan filing came after Colonnade
Naples Land LLC, a secured lender owed $52.6 million, scheduled a
Dec. 16 hearing seeking a termination of the company's exclusive
plan-filing right.

Mr. Rochelle relates that under the Plan, each Fiddler's Creek
company and its creditors are treated separately.  Secured
creditors will receive either a return of their property, have
their original arrangements reinstated, or have the debt rolled
over into a new obligation that would begin making payments of
principal and interest in May 2014. Interest during the bankruptcy
case would be transformed into principal, and interest would
accrue at the non-default rate.

Mr. Rochelle adds that unsecured creditors with claims under
$25,000 would be paid in full over 10 months after the plan is
implemented.  Unsecured creditors with larger claims will recover
30 percent, in six installments of 5 percent semi-annually
beginning six months after the plan is implemented.

Colonnade said Fiddler's Creek has $98 million in other secured
debt.

                       About Fiddler's Creek

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

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


FIRST COMMONWEALTH: Fitch Affirms 'BB+' Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating and
short-term IDR for First Commonwealth Financial Corporation and
its bank subsidiary, First Commonwealth Bank, at 'BBB' and 'F2',
respectively.  The Rating Outlook has been revised to Stable from
Negative.

Fitch's affirmation reflects the various balance sheet refinements
FCF has executed, aligning their overall performance with
similarly rated peers.  During 2010, the company significantly
augmented capital levels, materially paid down borrowings, reduced
its municipal securities exposure, and grew low cost deposits by
13% year-over-year.  FCF has also aggressively addressed its most
problematic loan books and higher risk investment securities,
which have recently impeded the company's profitability.
Providing additional ratings support are FCF's robust capital
levels, which the company prudently enhanced through the $80m
common equity raise during 3Q'10.  Following the capital raise,
the company's TCE is among the highest of industry peers, totaling
10% at Sept. 30, 2010.  However, Fitch's analysis incorporates the
expectation that these significant levels of TCE will not be
maintained longer term.

The Outlook revision to Stable reflects Fitch's view of FCF's
improved overall financial performance.  Supported by a strong NIM
(3.9% for 3Q'10), FCF's operating metrics are solid, having been
enhanced by significantly reduced provision levels.  The reduction
in provisions however, has not compromised reserve coverage as the
allowance remains appropriate to the company's risk profile,
totaling 2% of loans at Sept. 30, 2010.  Given the market place
disruption and industry consolidation amongst the company's
largest competitors in Western Pennsylvania, FCF remains
opportunistic and focused on capturing a higher market-share in
its footprint.  Moreover, Fitch recognizes the improvements new
management has contributed to the company's general risk profile.

Although NPAs remain elevated due to the company's out-of-market
CRE credits, total non-performing loans reside at manageable
levels.  Nonetheless, total charge-offs have been moderate and
lower than similarly rated peers, equaling 1.46% YTD.  FCF's
remaining out-of-market CRE exposure is a relatively low portion
of its overall balance sheet mix.  In addition, based on Fitch's
existing CRE stress tests, however (as articulated in the agency's
Special Report 'U.S. Bank CRE Exposure Review' dated Nov. 16,
2009), Fitch believes FCF's capital and reserve levels provide
robust coverage for any potential CRE asset quality deterioration
and are consistent with the respective ratings.

In Fitch's opinion, while measured credit stress is expected to
persist in the CRE book, should credit costs become more
pronounced than anticipated, creating pressure on FCF's robust
capital levels and impeding the company's financial performance,
negative rating implications could ensue.  However, as the
institutions overall risk profile has improved, Fitch expects
operating performance to remain sound.

Headquartered in Indiana, PA, FCF provides a full range of
financial services including commercial and retail banking, via
115 branches and three loan production offices across western and
central Pennsylvania.  The majority of FCF's branches are
concentrated within the greater Pittsburgh metropolitan area in
Allegheny, Butler, Washington and Westmoreland counties, with the
remainder located throughout smaller, more rural counties.

Fitch has affirmed these ratings with a Stable Outlook:

First Commonwealth Financial Corp.

  -- Long-Term IDR affirmed at 'BBB';
  -- Short-Term IDR affirmed at 'F2';
  -- Individual Rating affirmed at 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First Commonwealth Bank

  -- Long-term IDR affirmed at 'BBB';
  -- Long-term Deposits affirmed at 'BBB+';
  -- Short-Term IDR affirmed at 'F2';
  -- Short-Term Deposits affirmed at 'F2';
  -- Individual Rating affirmed at 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First Commonwealth Capital Trust

  -- Preferred Stock at 'BB+'.


FNDS3000 CORP: Accumulated Losses Prompt Going Concern Doubt
------------------------------------------------------------
FNDS3000 Corp. filed on November 29, 2010, its annual report on
Form 10-K for the fiscal year ended August 31, 2010.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about FNDS3000 Corp.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations since inception.  At
August 31, 2010, the Company had an accumulated deficit of
$16.48 million.

The Company reported a net loss of $4.53 million on $484,119 of
revenue for fiscal 2010, compared with a net loss of $5.68 million
on $88,981 of revenue for fiscal 2009.

Since inception, operations have primarily been funded through
privately placed equity financings.

The Company's balance sheet at August 31, 2010, showed
$1.87 million in total assets, $490,058 in total liabilities, all
current, and stockholders' equity of $1.38 million.

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

               http://researcharchives.com/t/s?7095

Jacksonville, Fla.-based FNDS3000 Corp (OTC BB: FDTC) is a
financial transaction-processing company that provides prepaid
reloadable cards through strategically aligned distributors to
corporate customers in cooperation with financial institutions in
South Africa.


FOCUS BRANDS: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Atlanta-based restaurant franchisor Focus Brands
Inc.  The outlook is positive.

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to Focus Brands' $285 million senior secured bank
credit facilities, which consist of a $10 million five-year
revolving credit facility and a $275 million six-year term loan.
The company used the proceeds from the new term loan to finance
the acquisition of Auntie Anne's Food Inc., refinance existing
debt, and pay certain fees and expenses.

"The ratings reflect what S&P considers to be Focus Brands' weak
business risk profile, which reflects its presence in the highly
competitive quick-service restaurant industry," said Standard &
Poor's credit analyst Andy Sookram, "partly offset by its good
brand diversity and a highly leveraged financial risk profile."
The company benefits from its good level of cash flow conversion
from EBITDA, which S&P think will enable it to reduce leverage to
the mid-4.0x area over the next several quarters, from about 5.3x
on a pro forma basis for the transactions.


FOUR POINTS BY SHERATON: Marshall Hotels Officials Named Receiver
-----------------------------------------------------------------
Officials of Marshall Hotels & Resorts, Inc., a Maryland-based
hotel management and services company, has been appointed receiver
for the Four Points by Sheraton Hotel & Suites Allentown Airport,
in Pa.; and Holiday Inn Danbury, in Conn. and as operator for the
Holiday Inn Buffalo Amherst Hotel, in N.Y., which is in
receivership.

"We are seeing lenders becoming increasing more aggressive in
taking back hotels," said Mike Marshall, president and CEO of
Marshall Hotels.  "We have a proven track record in quickly
stabilizing and turning around troubled hotels and have the
infrastructure in place to immediately take over individual
properties and portfolios on a moment's notice.  For these three
properties, we will focus initially on what we believe are
substantial opportunities in marketing and food & beverage to
substantially increase revenues."

                         The Properties

   * Holiday Inn Buffalo Amherst Hotel, in N.Y.-Located at 881
     Niagara Falls Blvd., in Amherst, a short distance from
     Niagara Falls, downtown Buffalo, HSBC Arena and 30 minutes
     from Ralph Wilson Stadium, the 199-room hotel features
     complimentary 24-hour airport transportation to nearby
     Buffalo/Niagara International.  The hotel offers an indoor
     heated pool, fitness center with Jacuzzi, more than 3,500
     square feet of flexible meeting space with audio visual
     equipment, and a full-service restaurant.

   * Four Points by Sheraton Hotel & Suites Allentown Airport, in
     Pa.-At 3400 Airport Rd., in Allentown, in the center of
     Lehigh Valley Industrial Parks, the property is conveniently
     near historic downtown Bethlehem, Dorney Park & Wild Water
     Kingdom, Blue Mountain Ski Area, Lehigh Valley Mall and
     Lafayette College.  The hotel features the area's only
     Olympic-size indoor heated pool, free 24-hour fitness center
     with cardio vascular equipment, business center, and direct
     non-stop shuttle service to Lehigh Valley International
     Airport.  The 145 guest room's amenities include ergonomic
     desk and chair, microwave oven and complimentary high-speed
     Internet access.  The property has 4,500 square feet of
     flexible meeting space and two dining options, Teddy's
     Jetport Lounge & Nightclub and Four Points Restaurant &
     Lounge.

Holiday Inn Danbury, in Conn.-Situated at 80 Newton Rd., in
Danbury, the full-service hotel has 114 guest rooms. The pet-
friendly property has a 24-hour fitness center, seasonal pool, fax
and copy services, book nook library and enough banquet space to
accommodate up to 200 people.  Marshall will oversee a renovation
of the hotel's restaurant and lounge.

                       About Marshall Hotels

Salisbury, Md.-based Marshall Hotels & Resorts, Inc. is a 30-year
old hotel operating company.  It has special expertise in
operating three- and four-star branded hotels and resorts,
averaging 100 to 500 rooms, in urban and central business
districts, as well as suburban/drive-to and resort locations.  In
addition, the company has a proven track record managing
independent resort and unique urban properties.  The company has
managed a wide array of leading hotel brands, including Hilton,
Starwood, InterContinental Hotel Group, Hyatt, Choice and Wyndham.


FRANK MONGELLUZZI: E.D. Pa. Court Has Personal Jurisdiction
-----------------------------------------------------------
MDT Personnel, LLC, v. Frank Mongelluzzi and Anne Mongelluzzi,
Case No. 10-cv-5719 (E.D. Pa.), asserts claims of breach of
contract and tortious interference.  The Defendants have moved to
dismiss for lack of personal jurisdiction, arguing that they "are
Florida residents with no personal or professional relationship to
Pennsylvania."

However, Judge Berle Schiller ruled that MDT has demonstrated that
personal jurisdiction may appropriately be exercised over the
Mongelluzzis in Pennsylvania.  A copy of Judge Schiller's
Memorandum dated November 30, 2010, is available at
http://is.gd/ikIbmfrom Leagle.com.

The case arises from the Mongelluzzis' sale of several temporary
staffing companies to MDT.  MDT commenced the adversary proceeding
in the Bankruptcy Court in New Jersey.  On October 13, 2010, the
Bankruptcy Judge granted MDT's motion for a temporary restraining
order enjoining Mr. Mongelluzzi and his associates from
interfering with MDT's possession of the Seller Companies.  He
also dismissed the bankruptcy action sua sponte on October 21,
2010, leaving the TRO in effect through October 28, 2010.

MDT filed the District Court action on October 27, 2010.  The
District Court has extended the TRO by stipulation of the parties.

Based in Somerset, New Jersey, Frank Mongelluzzi filed a Chapter
11 petition (Bankr. D. N.J. Case No. 10-39289) on September 22,
2010.  Judge Michael B. Kaplan presided over the case.  Lawrence
Morrison, Esq., in New York, served as the Debtor's counsel.
The Debtor disclosed $0 to $50,000 in assets and $1 million to
$10 million in liabilities.  Affiliate ABTS Holdings, LLC, filed a
separate petition (Bankr. D. N.J. Case No. 10-39287) on the same
day.


GENARO PRODUCE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Genaro Produce, Inc.
        1200 NW 22nd Street
        Miami, FL 33142

Bankruptcy Case No.: 10-47087

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: James A. Poe, Esq.
                  JAMES ALAN POE, P.A.
                  9500 S Dadeland Blvd #610
                  Miami, FL 33156
                  Tel: (305) 670-3950
                  Fax: (305) 670-3951
                  E-mail: jpoe@jamesalanpoepa.com

Scheduled Assets: $3,074,843

Scheduled Debts: $2,259,500

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-47087.pdf

The petition was signed by Genaro Aragon, president.


GENCORP INC: Board Committee OKs 2010 LT Incentive Program
----------------------------------------------------------
On November 30, 2010, the Organization & Compensation Committee of
the Board of Directors of GenCorp Inc. approved a 2010 long-term
incentive program for eligible employees, including executive
officers.

The Company uses long-term incentive compensation to focus on the
importance of returns to shareholders, promote the achievement of
long-term performance goals, encourage executive retention, and
promote higher levels of Company stock ownership by executives.

Under the 2010 LTIP, these executive officers are entitled to
awarded stock option grants and restricted stock awards:

Named Executive Officer         Title
-----------------------         -----
Kathleen E. Redd                Vice President, Chief Financial
                                 Officer and Secretary

Chris W. Conley                 Vice President, Environmental,
                                 Health and Safety

Robert E. Shenton               Vice President, Sustainable
                                 Operations

The vesting of the stock option awards granted under the 2010 LTIP
for Mr. Seymour, Ms. Redd and Mr. Conley is based on meeting the
Economic Value Added performance target for fiscal 2012.  The
vesting of the restricted stock awards granted under the 2010 LTIP
for Mr. Conley and Mr. Shenton is 50% based on meeting the
following fiscal 2012 financial targets:

    i) revenue;

   ii) earnings before interest, taxes, depreciation,
       amortization, and retirement benefit expenses; and

  iii) asset utilization.

The remaining 50% of vesting of restricted stock awards under the
2010 LTIP for Mr. Conley and Mr. Shenton is time-based and has a
three year vesting period.

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Aug. 31, 2010, showed
$981.8 million in total assets, $1.21 billion in total
liabilities, and a stockholders' deficit of $230.2 million.

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s Corporate Family Rating to B2 from B3 and Probability of
Default ratings to B2 from Caa1.  In addition, the senior secured
credit facilities were upgraded to Ba2 from Ba3, as well as the
convertible subordinated notes to Caa1 from Caa2.  The 9-1/2%
senior subordinated notes were confirmed at B1.

On January 22, 2010, Standard & Poor's Ratings Services raised
its ratings of GenCorp Inc. to B- from CCC+ and removed all
ratings from CreditWatch.


GENERAL GROWTH: Files 1st Post-Confirmation Status Report
---------------------------------------------------------
General Growth Properties, Inc. and its 125 debtor affiliates
filed with the U.S. Bankruptcy Court for the Southern District of
New York on December 6, 2010, their first status report detailing
the actions they have taken and the progress they made toward
consummation of their Third Amended Joint Plan of Reorganization.

A list of the reporting Plan Debtors is available for free at:

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

Judge Allan Gropper confirmed the Plan for 126 Debtors on
October 21, 2010.  On November 9, 2010, each of the Plan Debtors
emerged from bankruptcy.  New GGP also closed on the Investment
Agreements with Brookfield Retail Holdings LLC, formerly REP
Investments LLC; The Fairholme Fund and Fairholme Focused Income
Fund; and Pershing Square Capital Management, L.P.; and the Texas
Teachers Stock Purchase Agreement with Teacher Retirement System
of Texas.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that on or about the Effective Date, and pursuant
to the Plan, the Plan Debtors were reorganized and The Howard
Hughes Corporation spin-off was consummated substantially in
accordance the Plan.

Ms. Goldstein further notes that the Plan Debtors and their
advisors continue to evaluate and resolve about 10,000 proofs of
claim and about 6,000 scheduled claims filed in the Plan Debtors'
Chapter 11 cases.  The Plan Debtors have undertaken a
comprehensive claims reconciliation process that includes the
filing of 72 omnibus claims objections and two omnibus schedule
amendment motions that have resolved more than 4,200 proofs of
claim representing more than $1.8 billion in asserted claim
amounts and reduced nearly 600 of the Plan Debtors' scheduled
claims by about $3.8 million, she states.

The Plan Debtors have resolved or settled nearly 8,300 proofs of
claim and scheduled claims, representing an asserted total of
about $123 billion through informal negotiations with creditors,
Ms. Goldstein tells Judge Gropper.  The claims resolution process
is ongoing and the Plan Debtors anticipate filing additional
objections addressing a substantial portion of the remaining
filed proofs of claim where consensual resolution with the
creditors cannot be achieved, she adds.

                      About General Growth

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

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

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

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

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


GENOIL INC: Posts C$1.2-Mil. Net Loss in September 30 Quarter
-------------------------------------------------------------
Genoil Inc. filed on November 29, 2010, its interim unaudited
consolidated financial statements for the three and nine months
ended September 30, 2010.

The Company incurred a net loss of C$1.17 million for the 2010
third quarter, compared to a net loss of C$809,779 million for the
same quarter of 2009.

The Company has not generated revenues from its technologies to
date and has funded its near term operations by way of capital
stock private placements and short-term loans.

The Company's balance sheet at September 30, 2010, showed
C$3.86 million in total assets, C$2.58 million in total
liabilities, and stockholders' equity of C$1.28 million.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its upgrader technology, and obtaining
the necessary financing in order to develop this technology
further," the Company said in the notes to the interim
consolidated financial statements for the three and nine months
ended September 30, 2010.

A full-text copy of the unaudited interim consolidated financial
statements for the three and nine months ended September 30, 2010,
is available for free at http://researcharchives.com/t/s?7093

A full-text copy of the Management's Discussion and Analysis for
the three months ended June 30, 2010, is available at no charge
at http://researcharchives.com/t/s?7094

                        About Genoil Inc.

Based in Calgary, Canada, Genoil Inc. was incorporated under the
Canada Business Corporations Act.  The Company is a technology
development company focused on providing innovative solutions to
the oil and gas industry through the use of proprietary
technologies.  The Company's business activities are primarily
directed to the development and commercialization of its upgrader
technology, which is designed to economically convert heavy crude
oil into light synthetic crude.  The Company is listed on the TSX
Venture Exchange under the symbol GNO as well as the Nasdaq OTC
Bulletin Board using the symbol GNOLF.OB.


GEORGE RUCKER: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: George B. Rucker
        1767 Lakewood Ranch Blvd. #214
        Bradenton, FL 34211

Bankruptcy Case No.: 10-29040

Chapter 11 Petition Date: December 2, 2010

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

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, PA
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  E-mail: rjc@rjcolelaw.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-29040.pdf


GILLOM SMITH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Gillom Smith
               Jacqueline D. Smith
               4319 Rock Creek Road
               Alexandria, VA 22306

Bankruptcy Case No.: 10-20105

Chapter 11 Petition Date: December 2, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtors' Counsel: Janet M. Meiburger, Esq.
                  THE MEIBURGER LAW FIRM, P.C.
                  1493 Chain Bridge Road, Suite 201
                  McLean, VA 22101
                  Tel: (703) 556-7871
                  Fax: (703) 556-8609
                  E-mail: admin@meiburgerlaw.com

Estimated Assets: Not Stated

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-20105.pdf


GLORY BEAR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Glory Bear Valley, LLC
        1601 N. Sepulveda Blvd., #730
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 10-61799

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Steven P. Scandura, Esq.
                  LAW OFFICES OF STEVEN P. SCANDURA
                  1601 N Sepulveda Blvd., Suite 730
                  Manhattan Beach, CA 90266
                  Tel: (310) 473-6300

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

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

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

The petition was signed by Terry K. Guo, manager.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Steven Hsieh                           10-34315   06/15/10
Sunnyway Properties, Inc.              10-20308   03/19/10


GOODY'S LLC: Del. Bankr. Court Rules on SJW Land's Claims
---------------------------------------------------------
SJW Land Company seeks to compel payment of unpaid 2008 and 2009
property taxes as postpetition administrative expenses on three
leases: the corporate headquarters lease, the distribution center
lease, and a vacant lot lease.  Judge Christopher Sontchi ruled
that (1) Goody's Family Clothing, Inc. -- Debtor I -- is not
liable for the 2008 property taxes on any of the leases; (2) SJW
has a valid general unsecured claim for $220,915.73 against
Goody's LLC -- Debtor II -- for the 2008 property taxes on the DC
and Vacant Leases; and (3) SJW has a valid administrative expense
claim for $78,118.80 against Debtor II for the 2009 property taxes
on the HQ and DC Leases.

A copy of the Court's December 1, 2010 Opinion is available at
http://is.gd/ikMKTfrom Leagle.com.

                        About Goody's Family

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

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

Goody's subsequently announced plans to liquidate in January 2009
when it was unable to restructure terms with creditors.  Goody's,
LLC, based in Wilmington, Delaware, and 13 other affiliates filed
for bankruptcy on January 13, 2009 (Bankr. D. Del. Case No. 09-
10124).  The case is before Judge Christopher S. Sontchi.  M.
Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP in
Wilmington, served as bankruptcy counsel.  Bass Berry & Sims PLC
and Skadden Arps Slate Meagher & Flom LLP acted as special
counsel.  The Debtor's other professionals were FTI Consulting
Inc. as financial advisors; and Hilco Merchant Resources LLC and
Gordon Brothers Retail Partners LLC as liquidators.

In March 2010, Goody's LLC received confirmation of its
Liquidating Chapter 11 plan.  Thomas M. Horan, Esq., Mark L.
Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware, serve as
counsel for the Plan Administrators.


GRANDE VISTA: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Grande Vista, LLC
                1474 Belmont Street N.W.
                Washington, DC 20009

Bankruptcy Case No.: 10-37387

Involuntary Chapter 11 Petition Date: December 3, 2010

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

Judge: Wendelin I. Lipp

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Kevin P. Furnary                   Services                $82,000
9750 Vale Road
Vienna, VA 22181

Jim Jeffery                        Services                $82,000
1069 w Broad Street
Falls Church, VA 22046

Paul Lutov                         Promissory Notes       $124,349
1474 Belmont Street NW
Washington, DC 20009



GREDE FOUNDRIES: W.D. Wis. Says Electricity is a UCC "Good"
-----------------------------------------------------------
WestLaw reports that electricity that a Chapter 11 debtor received
from utilities within 20 days prior to the petition date qualified
as a "good," for which the utilities were entitled to assert
administrative expense claims, notwithstanding the debtor's
contention that the electricity did not satisfy the "movability"
requirement for qualifying as a "good" under the Uniform
Commercial Code, because the movement was so fast as to be
simultaneous with its consumption.  The movement of electrons
through the meter and to the debtor's facilities, while perhaps
approaching the speed of light, was nonetheless movement.
Electricity was a tangible and consumable good, that had physical
properties, was bought and sold in marketplace, and was
identifiable, as demonstrated by the fact that it was metered.
GFI Wisconsin, Inc. v. Reedsburg Utility Com'n, --- B.R. ----,
2010 WL 4595508 (W.D. Wis.) (Crabb, J.).

This District Court ruling affirms In re Grede Foundries, Inc.,
435 B.R. 593, 2010 WL 2196280 (Bankr. W.D. Wis.) (Martin, J.),
covered in the Sept. 29, 2010, edition of the Troubled Company
Reporter.

                     About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company sought Chapter 11 protection (Bankr. W.D. Wisc. Case
No. 09-14337) on June 30, 2009.  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor.  The Debtor selected Conway Del
Genio Gries & Co. as its restructuring advisor; Leverson & Metz
S.C. as special counsel; and Kurtzman Carson Consultants LLC as
claims agent.  The Debtor reported total assets of $143,983,000
and total debts of $148,243,000 at the petition date.

Wayzata Investment Partners LLC purchased the business of Grede
Foundries for $106.5 million in Feb. 2010 and merged it with
Citation Corp.


GREGORY MOUNT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Gregory Tasker Mount
                 dba Innovative Management Group, LLC
                     Professional Search and Placement, LLC
               Melissa Marie Mount
               2 West Dry Creek Circle, Suite 100
               Littleton, CO 80120

Bankruptcy Case No.: 10-40362

Chapter 11 Petition Date: December 3, 2010

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

Judge: Howard R. Tallman

Debtors' Counsel: Aaron A. Garber, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: aag@kutnerlaw.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' four largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cob10-40362.pdf


GUIDED THERAPEUTICS: Lightouch PMA 'Suitable for Filing'
--------------------------------------------------------
Guided Therapeutics Inc. was notified by the U.S. Food and Drug
Administration that the Company's pre-market approval application
for the LightTouch Cervical Scanner, for patients at risk for
cervical cancer, is "suitable for filing."

"Receiving the 'suitable for filing' letter from the FDA is a
significant milestone in the regulatory review process and means
that our application was sufficiently complete and is ready for
substantive review," said Mark L. Faupel, Ph.D., President and CEO
of Guided Therapeutics.  "This brings us one step closer to
realizing our goal of improving the early detection of cervical
disease and reducing the false positives and unnecessary biopsies
that result with the current standard of care."

The FDA notification sets September 23, 2010 as the date of
acceptance of the filing and states that FDA will schedule the
Obstetrics and Gynecology Devices Panel meeting to review the PMA
at a date to be determined.

More than $6 billion is spent each year in the U.S. alone to
diagnose cervical cancer.  The chance for successful treatment is
greatly increased by early detection, according to the National
Cancer Institute.  Each year about 55 million Pap tests are
performed in the U.S. to detect cervical abnormalities that could
lead to cancer.  Of these tests, approximately six percent are
abnormal, requiring additional medical evaluation, such as a
biopsy.  However, the majority of biopsies reveal no cervical
disease, meaning that a significant number of potentially
avoidable procedures are performed every year.

In the pivotal trial to support the PMA filing, more than 1,600
women at risk for cervical disease were tested with the
LightTouch.  Results of the trial showed that:

   * LightTouch detected cervical disease up to two years earlier
     than Pap test, HPV test, colposcopy and biopsy.

   * LightTouch detected 86.3% of cervical disease cases that had
     been missed by Pap, HPV tests and biopsy.

   * LightTouch would have reduced the number of avoidable
     biopsies by about 40 percent.

Additionally, Guided Therapeutics' clinical trial indicated that
women aged 16-20 were just as likely to have cervical disease as
women 21 and older and current methods of early detection, such as
HPV testing, are not recommended for this age group.  LightTouch
detected cervical disease equally well in both adolescent and
adult women.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company's balance sheet at September 30, 2010, showed
$3.4 million in total assets, $2.8 million in total liabilities,
and stockholders' equity of $595,000.

As reported by the Troubled Company Reporter on March 29, 2010,
UHY LLP, in Atlanta, Georgia, expressed substantial doubt about
Guided Therapeutics' ability to continue as a going concern,
following the Company's 2009 results UHY noted of the Company's
recurring losses from operations, accumulated deficit and working
capital deficit.


HEALTHSOUTH CORP: Inks New Three-Year Contract with CEO Grinney
---------------------------------------------------------------
On December 2, 2010, following approval by its Board of Directors,
HealthSouth Corporation, and Jay Grinney, its President and Chief
Executive Officer, entered into a letter of understanding
regarding Mr. Grinney's employment to replace the letter of
understanding dated October 31, 2007, set to expire December 31,
2010.  This new agreement will be in effect until December 2, 2013
and will automatically be extended for consecutive periods of 12
additional months each, unless either party provides 90-days
written notice of the intention not to renew.

Mr. Grinney's compensation arrangements, including participation
in incentive award plans, and benefits remain substantially the
same as previously discussed in more detail in the Executive
Compensation section of the Company's Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission
on April 5, 2010.  The agreement also provides that, among other
things:

   * Mr. Grinney will be nominated for a seat on the Company's
     Board of Directors so long as he remains employed as
     President and Chief Executive Officer;

   * Mr. Grinney's base salary for 2011 will remain at the same
     annualized rate in effect since 2007.  After 2011, his base
     salary may be increased, but not decreased;

   * Mr. Grinney will be entitled, at the Company's expense, to
     insurance that provides for an annual long-term disability
     benefits equal to 60% of his base salary; and

   * subject to his compliance with certain restrictive covenants,
     including a non-disclosure covenant, a 12- or 24-month
     non-competition covenant, and a 36-month non-solicitation of
     vendors, customers and employees covenant, Mr. Grinney will
     continue to participate in the executive severance and change
     in control benefits plans but will be allowed to exercise a
     2004 stock option grant for 1 million shares of common stock
     for 12 months following a termination without cause or due to
     death or a resignation for good reason.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at Sept. 30, 2010, showed
$1.79 billion in total assets, $390.0 million in total current
liabilities, $1.64 billion in long-term debt, $162.7 million in
other long-term liabilities, and a stockholders' deficit of
$782.3 million.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B' foreign and local issuer credit
ratings, with "positive" outlook, from Standard & Poor's.


HERTZ CORP: Fitch Puts 'BB-' Rating on $500MM Senior Notes
----------------------------------------------------------
Fitch Ratings expects to rate Hertz Corporation's $500 million
issuance of senior unsecured notes 'BB-'.  Hertz's 'BB-' Issuer
Default Rating and Stable Rating Outlook are unaffected by the
assignment of this rating.

The notes will rank equally with all of Hertz's senior unsecured
indebtedness.  Hertz intends to use the proceeds from the
issuance, together with cash proceeds from the issuance of Hertz's
7.5% senior unsecured notes due 2018 on Sept. 30, 2010, to redeem
in full its 10.5% senior subordinated notes due 2016 and to redeem
$625 million principal amount of its 2005 Acquisition Dollar Notes
(8.875% senior unsecured notes due 2014).

Fitch expects to assign these ratings:

The Hertz Corporation

  -- $500 million senior unsecured notes 'BB-'.


HERTZ CORP: Moody's Assigns 'B2' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to The Hertz
Corporation's issuance of $500 million of senior unsecured notes.
The company's corporate family rating and probability of default
rating remain at B1.  The Speculative Grade Liquidity rating is
SGL-3 and the rating Outlook is Stable.

                        Ratings Rationale

Hertz's B1 CFR and the B2 assigned to the new notes reflect the
improving fundamentals in the daily car rental market, and the
actions the company has taken to strengthen its balance sheet and
liquidity position.

Healthier fundamentals in the car rental sector should now support
further improvement in Hertz's credit profile.  Car rental
companies are managing the size of their fleets in a prudent
manner, moderate price increases are occurring in the leisure
sector, and used car prices should remain strong into 2011.  In
addition, the major competitors in the car rental sector are
focusing on improving returns through reducing costs and raising
ancillary revenues.  There appears to be less focus on attempts to
gain share through price reductions.  Consequently, the overall
pricing environment may be more favorable.

Hertz should also benefit from the bottoming out of demand within
the equipment rental market.  Moody's expects demand to flatten
through early 2011 and to rise gradually during the balance of the
year.

Finally, more favorable conditions in the capital and ABS markets
have enabled Hertz to achieve a more solid funding structure for
its rental fleet, and to extend the maturity profile and lower the
interest burden on its corporate debt.  The $700 million in debt
raised during September, along with the $500 million raised from
the new note issuance, should enable Hertz to refund higher-coupon
corporate debt and extend its maturity profile.  In addition, the
company has completed approximately $5.8 billion in fleet refund
during the past eighteen months in the domestic and international
ABS markets, and the secured debt markets.  This addressed a
potentially serious shortfall in the company's liquidity profile.

Hertz's liquidity profile is adequate.  The company has sufficient
fleet funding in place through 2011.  Moreover, corporate debt
maturities during the coming twelve months will be modest as a
result of the refinancing that will be funded with the net
proceeds of the $1.2 billion in note issuances.  Finally, Hertz
has approximately $800 million in unrestricted cash (excluding the
$700 million of debt proceeds raised during September that will
likely refund other debt) and about $800 million in availability
under a revolving credit facility that matures in 2012.

The stable outlook is based on the likelihood that improving
industry fundamentals, combined with Hertz's ongoing cost cutting
initiatives, should support further improvement in credit metrics
through 2011 to levels that support the B1 rating.

If Hertz were able to sustain EBIT/interest near 2x (compared with
.9x for the LTM through Sept.) and debt/EBITDA approximating 3x
(compared with 4.4x for LTM through Sept.), there could be upward
pressure on the rating.

However if EBIT/interest coverage were to remain below 1.2x and
debt /EBITDA above 4x during an extended period, there could be
some downward pressure on the rating.  Rating pressure could also
occur if Hertz were to resubmit an offer for Dollar at a per share
price greater than its last offer of approximately $50.

The last rating action on Hertz was a change in outlook to stable
on November 30, 2010.


HERTZ CORP: S&P Assigns 'CCC+' Rating to $500 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'CCC+' rating to Hertz Corp.'s $500 million senior notes due 2021,
with a recovery rating of '6', indicating S&P's expectations of  a
negligible (0%-10%) recovery of principal in the event of a
payment default.  The notes are being offered through a Rule 144a
transaction with registration rights.  The 'CCC+' rating is placed
on CreditWatch with positive implications.  The company will use
the proceeds for debt repayment.

S&P placed Hertz's ratings on CreditWatch Positive on April 26,
2010, when the company announced it had signed a definitive
agreement to acquire competitor Dollar Thrifty Automotive Group
Inc., a transaction that DTAG's shareholders voted against on
Sept. 30, 2010.  Hertz has indicated it will now accelerate the
expansion of its Advantage Rent-A-Car value brand, which it would
have divested had it acquired DTAG's Dollar and Thrifty value
brands.  Hertz has also indicated it will expand its off-airport
business, which it has been growing over the past several years --
this is the sector in which Enterprise Rent-A-Car holds the
largest market position.

Even without a DTAG acquisition, S&P believes Hertz's improved
operating and financial performance could result in higher
ratings.  The outlook on Hertz's ratings had been positive prior
to the CreditWatch listing.  For the 12 months ended Sept. 30,
2010, Hertz's EBITDA interest coverage was 3.3x, funds from
operations to debt was 19%; and debt to capital, 87%.  Hertz has
also successfully refinanced around $5 million of its 2010 debt
maturities.

The ratings on Park Ridge, N.J.-based Hertz Global Holdings Inc.,
and its primary operating subsidiary Hertz Corp., reflect an
aggressive financial profile and the price-competitive, cyclical
nature of on-airport car rentals and equipment rentals.  The
company has addressed previous material refinancing risk through
several financings it completed over the past year.  The ratings
also incorporate its position as the largest global car rental
company and the strong cash flow its businesses generate.

S&P will evaluate Hertz's improved operating and financial
performance, absent an acquisition of DTAG, to resolve the
CreditWatch listing.

                          Ratings List

                           Hertz Corp.

      Corporate credit rating                B/Watch Pos/--

                  New Rating; CreditWatch Action

                           Hertz Corp.

      $500 million sr notes due 2021        CCC+/Watch Pos
       Recovery rating                      6


HOLIDAY INN BUFFALO: Marshall Hotels Officials Named Receiver
-------------------------------------------------------------
Officials of Marshall Hotels & Resorts, Inc., a Maryland-based
hotel management and services company, has been appointed receiver
for the Four Points by Sheraton Hotel & Suites Allentown Airport,
in Pa.; and Holiday Inn Danbury, in Conn. and as operator for the
Holiday Inn Buffalo Amherst Hotel, in N.Y., which is in
receivership.

"We are seeing lenders becoming increasing more aggressive in
taking back hotels," said Mike Marshall, president and CEO of
Marshall Hotels.  "We have a proven track record in quickly
stabilizing and turning around troubled hotels and have the
infrastructure in place to immediately take over individual
properties and portfolios on a moment's notice.  For these three
properties, we will focus initially on what we believe are
substantial opportunities in marketing and food & beverage to
substantially increase revenues."

                         The Properties

   * Holiday Inn Buffalo Amherst Hotel, in N.Y.-Located at 881
     Niagara Falls Blvd., in Amherst, a short distance from
     Niagara Falls, downtown Buffalo, HSBC Arena and 30 minutes
     from Ralph Wilson Stadium, the 199-room hotel features
     complimentary 24-hour airport transportation to nearby
     Buffalo/Niagara International.  The hotel offers an indoor
     heated pool, fitness center with Jacuzzi, more than 3,500
     square feet of flexible meeting space with audio visual
     equipment, and a full-service restaurant.

   * Four Points by Sheraton Hotel & Suites Allentown Airport, in
     Pa.-At 3400 Airport Rd., in Allentown, in the center of
     Lehigh Valley Industrial Parks, the property is conveniently
     near historic downtown Bethlehem, Dorney Park & Wild Water
     Kingdom, Blue Mountain Ski Area, Lehigh Valley Mall and
     Lafayette College.  The hotel features the area's only
     Olympic-size indoor heated pool, free 24-hour fitness center
     with cardio vascular equipment, business center, and direct
     non-stop shuttle service to Lehigh Valley International
     Airport.  The 145 guest room's amenities include ergonomic
     desk and chair, microwave oven and complimentary high-speed
     Internet access.  The property has 4,500 square feet of
     flexible meeting space and two dining options, Teddy's
     Jetport Lounge & Nightclub and Four Points Restaurant &
     Lounge.

Holiday Inn Danbury, in Conn.-Situated at 80 Newton Rd., in
Danbury, the full-service hotel has 114 guest rooms. The pet-
friendly property has a 24-hour fitness center, seasonal pool, fax
and copy services, book nook library and enough banquet space to
accommodate up to 200 people.  Marshall will oversee a renovation
of the hotel's restaurant and lounge.

                       About Marshall Hotels

Salisbury, Md.-based Marshall Hotels & Resorts, Inc. is a 30-year
old hotel operating company.  It has special expertise in
operating three- and four-star branded hotels and resorts,
averaging 100 to 500 rooms, in urban and central business
districts, as well as suburban/drive-to and resort locations.  In
addition, the company has a proven track record managing
independent resort and unique urban properties.  The company has
managed a wide array of leading hotel brands, including Hilton,
Starwood, InterContinental Hotel Group, Hyatt, Choice and Wyndham.


HOLIDAY INN DANBURY: Marshall Hotels Officials Named Receiver
-------------------------------------------------------------
Officials of Marshall Hotels & Resorts, Inc., a Maryland-based
hotel management and services company, has been appointed receiver
for the Four Points by Sheraton Hotel & Suites Allentown Airport,
in Pa.; and Holiday Inn Danbury, in Conn. and as operator for the
Holiday Inn Buffalo Amherst Hotel, in N.Y., which is in
receivership.

"We are seeing lenders becoming increasing more aggressive in
taking back hotels," said Mike Marshall, president and CEO of
Marshall Hotels.  "We have a proven track record in quickly
stabilizing and turning around troubled hotels and have the
infrastructure in place to immediately take over individual
properties and portfolios on a moment's notice.  For these three
properties, we will focus initially on what we believe are
substantial opportunities in marketing and food & beverage to
substantially increase revenues."

                         The Properties

   * Holiday Inn Buffalo Amherst Hotel, in N.Y.-Located at 881
     Niagara Falls Blvd., in Amherst, a short distance from
     Niagara Falls, downtown Buffalo, HSBC Arena and 30 minutes
     from Ralph Wilson Stadium, the 199-room hotel features
     complimentary 24-hour airport transportation to nearby
     Buffalo/Niagara International.  The hotel offers an indoor
     heated pool, fitness center with Jacuzzi, more than 3,500
     square feet of flexible meeting space with audio visual
     equipment, and a full-service restaurant.

   * Four Points by Sheraton Hotel & Suites Allentown Airport, in
     Pa.-At 3400 Airport Rd., in Allentown, in the center of
     Lehigh Valley Industrial Parks, the property is conveniently
     near historic downtown Bethlehem, Dorney Park & Wild Water
     Kingdom, Blue Mountain Ski Area, Lehigh Valley Mall and
     Lafayette College.  The hotel features the area's only
     Olympic-size indoor heated pool, free 24-hour fitness center
     with cardio vascular equipment, business center, and direct
     non-stop shuttle service to Lehigh Valley International
     Airport.  The 145 guest room's amenities include ergonomic
     desk and chair, microwave oven and complimentary high-speed
     Internet access.  The property has 4,500 square feet of
     flexible meeting space and two dining options, Teddy's
     Jetport Lounge & Nightclub and Four Points Restaurant &
     Lounge.

Holiday Inn Danbury, in Conn.-Situated at 80 Newton Rd., in
Danbury, the full-service hotel has 114 guest rooms. The pet-
friendly property has a 24-hour fitness center, seasonal pool, fax
and copy services, book nook library and enough banquet space to
accommodate up to 200 people.  Marshall will oversee a renovation
of the hotel's restaurant and lounge.

                       About Marshall Hotels

Salisbury, Md.-based Marshall Hotels & Resorts, Inc. is a 30-year
old hotel operating company.  It has special expertise in
operating three- and four-star branded hotels and resorts,
averaging 100 to 500 rooms, in urban and central business
districts, as well as suburban/drive-to and resort locations.  In
addition, the company has a proven track record managing
independent resort and unique urban properties.  The company has
managed a wide array of leading hotel brands, including Hilton,
Starwood, InterContinental Hotel Group, Hyatt, Choice and Wyndham.


INTELSAT SA: Seeks FCC Nod to Move Licenses for Reorganization
--------------------------------------------------------------
On December 3, 2010, affiliates of Intelsat S.A. filed
applications seeking US Federal Communications Commission consent
to a pro forma assignment and transfer of control of all of the
licenses held by the Company's five licensee subsidiaries.

The applications are being made in connection with the Company's
intention to enter into a series of internal transactions and
related steps that would reorganize the ownership of the Company's
assets among its subsidiaries and effectively combine the legacy
businesses of Intelsat Subsidiary Holding Company S.A. and
Intelsat Corporation in order to simplify the Company's operations
and enhance the Company's ability to transact business in a more
efficient manner.

The Reorganization is expected to be completed in the next few
months, but is subject to certain contingencies, including receipt
of FCC approval and the refinancing of substantially all of the
existing indebtedness of Intelsat Corp and the senior secured
credit facilities of Intelsat Sub Holdco, which is expected to be
funded with the proceeds of a new secured credit facility and
other forms of indebtedness.

After the Reorganization is completed, all of the Company's
material business operations, including its satellites and its
sales and marketing operations, are expected to be owned by
Intelsat Sub Holdco and its direct and indirect subsidiaries.
While it is the Company's intention to proceed with the
Reorganization, there can be no assurance that the Reorganization
will be completed as contemplated.

                        About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of December 31, 2009, and
ground facilities related to the satellite operations and control,
and teleport services.  It had $2.5 billion in revenue in 2009.

Intelsat S.A. had $17.56 billion in assets, $18.15 billion in
debts, noncontrolling interest of $1.90 million, and shareholders'
deficit of $597.06 million as of Sept. 30, 2010.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had $7.70 billion in
assets against $4.86 billion in debts as of Dec. 31, 2010.


ISLAND WAY: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Island Way Investments I, LLC
        7 Argonaut
        Aliso Viejo, CA 92656

Bankruptcy Case No.: 10-27150

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Island Way Investments II, LLC         10-27154    12/03/10
   Assets: $1,000,001 to $10,000,000
   Debts: $500,001 to $1,000,000

The petitions were signed by Dan J. Harkey, president of Point
Center Financial, Inc., Debtor's managing member.

A list of Island Way Investments I's three unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-27150.pdf

A list of Island Way Investments II's three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-27154.pdf


JAYANTHI SWAMINATH: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jayanthi Swaminath
        17520 Blanchard Drive
        Monte Sereno, CA 95030

Bankruptcy Case No.: 10-62425

Chapter 11 Petition Date: December 2, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Anthony Delas, Esq.
                  FOOTHILL LAW GROUP
                  777 N 1st. St. #325
                  San Jose, CA 95112
                  Tel: (408) 293-0880
                  E-mail: tdelas@foothilllaw.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 six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-62425.pdf


JODENE PUFF: May Enter Into Lease Agreements
--------------------------------------------
Judge Thad J. Collins granted Jodene Audrey Puff's request to
enter into leases with respect to property in her possession.
Creditor Farmers Savings Bank (Colesburg) had opposed entry into
the leases, arguing that the proposed rental amount in both leases
was insufficient.  FSB-C, which asserts and interest in the
Debtor's property, asked the Court to order the Debtor to make
adequate protection payments.

Judge Collins denied FSB-C's request for payment from cash
collateral.  FSB-C offered no citation to the Bankruptcy Code or
case law in support of its Motion for a cash collateral payment.
The Debtor and creditor, United States of America-Farm Service
Agency, had objected to the Motion for Payment.

A copy of the Court's December 1, 2010 Order is available at
http://is.gd/ikvEBfrom Leagle.com.

Jodene Audrey Puff, in Hazleton, Iowa, filed a Chapter 11 petition
(Bankr. N.D. Iowa Case No. 10-01877) on July 1, 2010.  Robert
Cardell Gainer, Esq. -- gainer@dwx.com -- in Des Moines, serves as
bankruptcy counsel.  According to the Debtor's schedules, assets
total $824,512 while debts total $3,554,817.


JOHN HURNEY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: John Phillip Hurney
               Leslie Anne Hurney
               605 1st Street
               Kirkland, WA 98033

Bankruptcy Case No.: 10-24506

Chapter 11 Petition Date: December 2, 2010

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

Judge: Marc Barreca

Debtors' Counsel: Olga Rotstein, Esq.
                  ROTSTEIN LAW OFFICE PC
                  1 Lake Bellevue Drive, Suite 203
                  Bellevue, WA 98005
                  Tel: (206) 619-6632
                  E-mail: olga.bankruptcy@gmail.com

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

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

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


KINDER MORGAN: Fitch Assigns 'BB+' Rating to $600 Mil. Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Kinder Morgan Finance
Company, LLC's proposed offering of $600 million seven-year senior
notes.  Kinder Finance is a wholly-owned subsidiary of Kinder
Morgan, Inc. (rated 'BB+' with a Stable Outlook by Fitch).  The
Notes will be guaranteed by KMI.  Note proceeds will be applied to
repayment upon maturity of Kinder Finance Co.'s outstanding
$750 million 5.35% notes due Jan. 5, 2011.  The Rating Outlook for
Kinder Finance is Stable.

KMI is a privately owned company with significant ownership
interests in two businesses: the 2% general partner interest
and 21.7 million limited partner units in Kinder Morgan Energy
Partners, L.P. (rated 'BBB' with a Stable Outlook) and
12.9 million shares of its affiliate Kinder Morgan Management,
LLC; and a 20% interest in NGPL PipeCo LLC (NGPL, rated 'BB+'
with a Stable Outlook).  Distributions from KMP and NGPL
contribute approximately 95% and 5% of KMI's cash flow,
respectively.

Kinder Finance's notes, KMI's notes and debentures, and KMI's
$1 billion revolving credit facility due May 2013 are secured by a
first priority interest in the capital stock of KMI's wholly-owned
subsidiaries and by perfect security interests in substantially
all of KMI's and its subsidiaries' assets.  If in the future, KMI
were to terminate its revolver and related security agreement,
then the Notes and KMI's notes and debentures will automatically
become unsecured.

Fitch expects distributions received by KMI to total approximately
$1 billion in 2010 and improve in future years as KMP's
partnership distributions increase.  Following repayment of the
5.35% notes, Fitch expects KMI's debt levels to be maintained at
between $3 billion to $3.5 billion.  Fitch expects KMI's
standalone non-GAAP Debt to EBITDA for 2011 to be less than 3.0
times, a level that is appropriate for KMI's rating.

On Nov. 23, 2010, KMI's parent company, Kinder Morgan Holdco LLC,
filed a registration statement with the SEC for a proposed public
offering of its stock.  In connection with the offering, Holdco
will be converted to a Delaware corporation and renamed Kinder
Morgan, Inc.  KMI's name will be changed to Kinder Morgan Kansas
Inc.  The stock offering and related transactions are not expected
to have an effect on neither KMI's nor Kinder Finance's ratings.


KINDER MORGAN: Moody's Puts 'Ba1' Rating on $600 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service rated the new $600 million senior
secured notes for Kinder Morgan Finance Company, LLC, Ba1.  The
rating outlook is negative.

                        Ratings Rationale

Proceeds from the notes offering will be used to fund the
company's $750 million of senior notes also at Kinder Morgan
Finance Company, LLC, and guaranteed by Kinder Morgan, Inc, that
mature January 5, 2011.  The new notes are pari-passu with KMI's
existing senior secured notes given that these notes will also be
guaranteed by KMI.  The notes are secured by the assets of KMI,
which is primarily its equity interests in NGPL PipeCo and Kinder
Morgan Energy Partners, L.P.  However, Moody's observes that the
notes may become unsecured if the company's $1.0 billion revolving
credit facility becomes unsecured.

"The notes are rated two notches below KMP's Baa2 senior unsecured
rating, reflecting KMI's structural subordination to KMP, the
primary source of cash flows that support the KMI debt," said Ken
Austin, Moody's Vice President.  In addition, KMI's distributions
received from KMP are primarily General Partner distributions,
which Moody's views as being effectively junior to the Limited
Partner distributions during times of tight cash flow.

KMI's negative outlook continues to reflect the elevated leverage
for the consolidated family of companies, which is higher than the
investment-grade Moody's rated peer group.  The ratings would be
downgraded if Moody's expect leverage (consolidated debt/EBITDA)
to increase and remain above 5.5x over the next 12 to 18 months,
if the CO2 enhanced recovery operations are seeing a decline in
performance, or if the company embarks on significant organic
capital spending programs that run the risk of cost overruns and
delays, further impacting the credit metrics.  The ratings could
also be pressured if KMP funds upcoming debt maturities in a way
that significantly reduces liquidity.

A stable outlook would be considered if consolidated leverage is
expected to trend towards 5.0x over the next 12 to 18 months, if
the CO2 operations are expected to show improved performance given
the capital it consumes, or if organic capital programs and
acquisitions are adequately funded with equity.  KMI's planned IPO
is not expected to result in debt reduction; however, if IPO
proceeds are used to reduce debt, the outlook could also be
stabilized.  Moody's expects to have more clarity on these matters
in the first quarter of 2011.

The last rating action for Kinder Morgan, Inc., was on May 6,
2009, when Moody's placed a negative outlook on the ratings.

KMI is a Kansas corporation incorporated in 1927.  It is one of
the largest energy transportation and storage companies in the
United States, operating or owning, through its subsidiaries,
including the Kinder Morgan Partners, LP Partnership,
approximately 37,000 miles of pipelines and approximately 180
terminals.  These pipelines transport natural gas, gasoline,
crude oil, carbon dioxide and other products, and these terminals
store petroleum products and chemicals and handle bulk materials
such as coal and petroleum coke.


LAMARR TYLER: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Lamarr B. Tyler
               Jann A. Tyler
               385 Palos Road
               Glencoe, IL 60022

Bankruptcy Case No.: 10-53494

Chapter 11 Petition Date: December 2, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Joseph E. Cohen, Esq.
                  COHEN & KROL
                  105 West Madison Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300
                  E-mail: jcohen@cohenandkrol.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' four largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ilnb10-53494.pdf


LANDRY'S HOLDINGS: Moody's Confirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed all the ratings of Landry's
Holdings, Inc.'s B2 Corporate Family Rating and Probability of
Default Rating as well as the Caa1 rating on its senior secured
notes.  In addition, Moody's confirmed all ratings for Landry's
Restaurants, Inc., including its Ba2 senior secured 1st lien bank
credit facility and $452 million senior secured 2nd lien notes.
Moody's also assigned a Ba2 rating to Landry's proposed amended
and extended 1st lien bank credit facility and $75 million senior
secured 2nd lien notes add-on.  The outlook is negative.

                        Ratings Rationale

"The confirmation of B2 CFR reflects the successful closure of
Landry's going private transaction as well as its adequate
liquidity, reasonable scale, and the solid brand value of its
various restaurant concepts" stated Bill Fahy, Moody's Senior
Analyst.  "However, the ratings also incorporate Landry's
relatively high leverage and modest coverage, and soft consumer
spending environment that will continue to pressure earnings"
stated Fahy.

The negative outlook reflects Moody's concern regarding Landry's
ability to successfully integrate its recent acquisition of the
Bubba Gump restaurant chain and strengthen debt protection metrics
to levels more appropriate for a B2 CFR over the following 12 to
18 months.

Upon the successful completion of the proposed financing, Moody's
will withdraw the ratings on Landry's existing bank credit
facility due 2013.

Ratings confirmed are:

Landry's Holdings, Inc.

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $110 million senior secured notes, due 2014 at Caa1 (LGD 5,
     87%)

Landry's Restaurant Group, Inc

  -- $75 million guaranteed senior secured 1st lien revolver due
     2013, at Ba2 (LGD 2, 11%)

  -- $160 million guaranteed senior secured 1st lien term loan due
     2013, at Ba2 (LGD 2, 11%)

  -- $452 million senior secured 2nd lien notes, due Dec. 1, 2015
     at B3 (LGD 4, 62%)

  -- Ratings confirmed and withdrawn are;

Landry's Restaurant Group, Inc

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2

Ratings assigned are;

  -- $100 million guaranteed senior secured 1st lien revolver due
     Dec. 1, 2014, at Ba2 (LGD 1, 9%)

  -- $186 million guaranteed senior secured 1st lien term loan due
     Dec. 1, 2014, at Ba2 (LGD 1, 9%)

  -- $75 million senior secured 2nd lien notes, due Dec. 1, 2015
     at B3 (LGD 4, 62%)

Rating affirmed;

  -- SGL-3 Speculative Grade Liquidity rating

Factors that could result in a downgrade include a deterioration
in operating performance, debt protection metrics, or liquidity.
Specifically, a downgrade could occur if debt to EBITDA exceeded
5.5 times or EBITDA less capital expenditures to interest fell
below 1.2 times on a sustained basis.

Given the current negative outlook, an upgrade is unlikely over
the near term.  Over the longer term, ratings could be upgraded
should the company achieve and sustain debt to EBITDA below 4.5
times and EBITDA less capital expenditures to interest above 1.5
times.

The last rating action for Landry's occurred on November 17, 2009,
when Moody's assigned a B3 rating to its senior secured notes.

Landry's Restaurants, Inc. owns and operates mostly casual dining
restaurants under the trade names Landry's Seafood House, Chart
House, The Crab House, Saltgrass Steak House, and Rainforest Cafe.
Landry's Holdings, Inc. is a holding company which owns the
Fertitta Group -- the legal entity which owns Landry's
Restaurants, Inc.  Landry's Restaurants, Inc., also owns and
operates the Golden Nugget hotel and casino in Las Vegas, Nevada.
Annual revenue is approximately $1.1 billion.


LEADOFF, LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Leadoff, LLC
        20401 98th Avenue Court E
        Graham, WA 98338

Bankruptcy Case No.: 10-49981

Chapter 11 Petition Date: December 3, 2010

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

Judge: Paul B. Snyder

Debtor's Counsel: Peter J. Kesling, Esq.
                  THE KESLING LAW FIRM PLLC
                  2603 Bridgeport Way W, Suite D
                  University Place, WA 98466
                  Tel: (253) 564-4987
                  E-mail: peter@keslinglaw.com

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

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

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


LIONS GATE: Renews Charges Double-Crossing Charges vs. Icahn
------------------------------------------------------------
Bankruptcy Law360 reports that Lions Gate Entertainment Corp. has
renewed its charge against billionaire investor Carl Icahn, Brett
Icahn and other members of the Icahn group, accusing them of
double-crossing Lionsgate and Metro-Goldwyn-Mayer Inc. in a secret
plot to profit handsomely from a merger between the two.

As reported in the November 26, 2010 edition of the Troubled
Company Reporter, Carl Icahn asked the U.S. District Court in
Manhattan to dismiss a lawsuit by Lions Gate alleging the
financier was "secretly plotting" to merge the company with MGM.
Mr. Icahn said that Lions Gate's claims that Icahn failed to
disclose his plans should be dismissed because "there was no duty
to disclose, and in any case, the required disclosures were made."

The case is Lions Gate Entertainment Corp., v. Icahn, 10-CV-8169,
filed in the Southern District of New York (Manhattan).

                     About Metro-Goldwyn-Mayer

MGM on November 3, 2010, filed a Chapter 11 petition and a
prepackaged plan of reorganization, which is based on a
contribution of assets by Spyglass Entertainment.  MGM rejected a
competing bid by Lions Gate, which offered about $1.7 billion in
stock and debt to MGM creditors, representing a 55% stake in the
combined company.

Mr. Icahn, who is Lions Gate's largest shareholder and owns about
10% of MGM's debt, in October, asked MGM creditors to reject
approval Spyglass Prepackaged Plan when votes were solicited
before the bankruptcy filing.  However, on November 3, Icahn
announced that he is supporting the Prepackaged Plan after
reaching a deal with MGM.  The settlement with Icahn required
amendments to the Plan to provide that MGM will not acquire the
Cypress film library and, according to Mr. Icahn, "will have a
strong corporate governance structure, including the ability of
stockholders to call special meetings, and there will be
restrictions on poison pills and staggered boards."  Mr. Icahn
will also have the right to designate a member on the MGM Board
following its emergence from bankruptcy.

                          About Lions Gate

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

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

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


LIONS GATE: Needs "Clean Up" Before MGM Merger, Icahn Says
----------------------------------------------------------
Bloomberg News' Ronald Grover and Michael White report that
Billionaire Carl Icahn said Tuesday Lions Gate Entertainment Corp.
must be "cleaned up" before any merger with bankrupt Metro-
Goldwyn-Mayer Inc.

According to Bloomberg, Mr. Icahn said in an interview MGM
creditors "don't want to do a deal with Lions Gate management,"
citing steps the executives have taken "to entrench themselves."

Mr. Icahn, who owns Lions Gate stock and MGM debt, is making a
hostile $7.50-a-share takeover bid for Lions Gate.  Mr. Icahn and
Lions Gate management have said they favor a merger of the two
studios.  They differ over who should run the combined company.

                         About Lions Gate

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

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

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

                 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.

As reported by the Troubled Company Reporter on December 7, 2010,
the Bankruptcy Court has approved MGM's prepackaged plan.  MGM
expects the Plan to become effective by mid-December.


LOEHMANN'S HOLDINGS: Seeks Permission to Launch $25MM Offering
--------------------------------------------------------------
Loehmann's Holdings Inc. is seeking court permission to launch a
$25 million rights offering, a crucial peg in its plan to exit
bankruptcy protection, Dow Jones' Small Cap reports.

According to the report, the company officially introduced the
rights offering request on the heels of its Chapter 11 proposal,
filed last week with the U.S. Bankruptcy Court in Manhattan.
Under the proposed rights offering, current owner Istithmar World
and senior-secured noteholder Whippoorwill Associates Inc. would
buy up any unsold shares of new preferred stock in the
restructured company, the report relates.

The report notes that the shares are convertible to 47.2% of
Loehmann's new common stock, subject to dilution by a management-
incentive plan.

Istithmar, the report says, has also struck its own deal to
purchase at least half of the principal amount of the notes
Whippoorwill holds, since the bankruptcy plan proposes to wipe out
all of Loehmann's current equity holders.

The Istithmar agreement ensures the company's ability to
participate in the rights offering, the report adds.
s.

                     About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOUISVILLE ORCHESTRA: Seeks to Shed Union Contract for 4 Months
---------------------------------------------------------------
The Louisville Orchestra has filed with the bankruptcy court in
Louisville, Kentucky, a motion seeking interim relief from its
collective bargaining agreement with its musicians represented by
the Louisville Federation of Musicians Local 11-637.

The Louisville Orchestra has requested permission to stop making
payments for 120 days under the CBA with musicians.  It is also
seeking to halt all concerts for four months.  The Debtor said the
period -- which will give it breathing room to identify additional
sources of funding for its operations -- is "essential to the
continuation of the debtor's business."

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the CBA calls for employing 71 musicians for 37 weeks a year
at a total cost of $2.84 million, including wages, pension costs
and health benefits.

The orchestra said it won't have enough cash to cover payroll due
Dec. 15.  The last payroll in November was paid as the result of
the "extraordinary generosity of an anonymous donor," the
orchestra said, according to the Bloomberg News report.

The Debtor said that the ensemble won't perform again in the
current season, although it hopes to mount concerts in April and
May for the last two months of the season if it has obtained
"sufficient commitments from donors."

According to kentucky.com, the Debtor said it wants to reduce its
number of full-time musicians from 71 to 55 and supplement that
with 16 part-time professional musicians.  It is seeking to reduce
costs by about $1 million.

Dow Jones' Small Cap reports that two musicians' groups --
Louisville Orchestra Musicians' Association and the Louisville
Orchestra Musicians' Committee -- are looking to block Louisville
Orchestra's bid to temporarily shed its union contract and halt
its concerts.  The groups, which represent the 65 musicians that
lend their skills to the orchestra's concerts, insist that the
move is unnecessary and unfair.

The Louisville Orchestra, Inc., a non-profit orchestra founded in
1937, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No.
10-36321) on December 3, 2010.  The Debtor estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.
Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and Robert
Wagner, Esq., at Valenti, Hanley & Robinson, in Louisville,
Kentucky, serve as counsel to the Debtor.


LOUISVILLE ORCHESTRA: Case Summary & Creditors List
---------------------------------------------------
Debtor: The Louisville Orchestra, Inc.
        323 West Broadway, Suite 700
        Louisville, KY 40202

Bankruptcy Case No.: 10-36321

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: David T. Stosberg

Debtor's Counsel: Daniel T. Albers, Jr., Esq.
                  Mark A. Robinson, Esq.
                  Robert Wagner, Esq.
                  VALENTI HANLEY & ROBINSON, PLLC
                  1950 One Riverfront Plaza
                  401 West Main Street, Suite 1950
                  Louisville, KY 40202
                  Tel: (502) 568-2100
                  Fax: (502) 568-2101
                  E-mail: dalbers@vhrlaw.com
                          mrobinson@vhrlaw.com
                          rwagner@vhrlaw.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/kywb10-36321.pdf

The petition was signed by Charles D. Maisch, president of the
board of directors.


MARK GINSBURG: Court Expands Overseer's Role in Nationwide Suit
---------------------------------------------------------------
Judge Raymond B. Ray expands the responsibilities of Kenneth A.
Welt, presently the court-appointed Financial Overseer of
Nationwide Laboratory Services, Inc., to manage Nationwide's role
in the case Mark Ginsburg, and Nationwide Laboratory Services,
Inc., v. Jay L. Enis, Jack D. Burstein, Strategica Capital
Associates, Inc., SWP Palm Beach, LLC, Oren Lieber, Ritter
Zaretsky & Lieber, Royal Title & Escrow, Inc., Joshua Glikman,
Shiboleth, LLP, Steven Cook, Scott Kranz, Susan Enis and Gilda
Burstein, v. Ricki Robinson, and Lenka Ginsburg, Adv. Pro. No.
10-02627 (Bankr. S.D. Fla.).  A copy of the Court's Memorandum
Opinion and Order, dated November 30, 2010, is available at
http://is.gd/ikEUBfrom Leagle.com.

Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark
Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy
protection on February 9, 2010 (Bankr. S.D. Fla. Case No.
10-13056).  The Debtor disclosed assets of $16,675,693 and debts
of $47,823,735.


MARY PRESTON: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mary Lou Preston
        411 Woodbluff Terrace
        Saint Augustine, FL 32086

Bankruptcy Case No.: 10-10489

Chapter 11 Petition Date: December 3, 2010

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

Debtor's Counsel: Brett A. Mearkle, Esq.
                  PARKER & DUFRESNE, P.A.
                  8777 San Jose Blvd Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 733-2919
                  E-mail: bmearkle@jaxlawcenter.com

Scheduled Assets: $1,843,721

Scheduled Debts: $1,929,438

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-10489.pdf


MAYAGUEZ ADVANCED: Court Won't Reconsider Suit Dismissal
--------------------------------------------------------
Judge Brian K. Tester declined Mayaguez Advanced Radiotherapy
Center, Inc.'s request to reconsider its dismissal of the case,
Mayaguez Advanced Radiotherapy Center, Inc., v. Mayaguez Medical
Center-Dr. Ramon Emeterio Betances, Inc.; et als. (Bankr. D. P.R.
Adv. Pro. No. 10-0159).  The Defendant objected to the Motion to
Reconsider.  According to Judge Tester, absent a manifest error of
law or newly found evidence, the Court is not in a position to
reconsider its previous order.

A copy of the Court's Opinion and Order, dated December 3, 2010,
is available at http://is.gd/ik56Lfrom Leagle.com.

Based in Mayaguez, Puerto Rico, Mayaguez Advanced Radiotherapy
Center filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
09-04540) on June 2, 2009.  Fausto D. Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid & Godreau, LLP,
serves as Debtor's counsel.  The Debtor disclosed $3,810,510 in
total assets and $1,357,473 in total debts in its schedules
attached to the petition.


METISCAN INC: Posts $93,700 Net Loss in September 30 Quarter
------------------------------------------------------------
Metiscan, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $93,702 on $462,799 of revenues for the three months
ended September 30, 2010, compared with a net loss of
$1.32 million on $566,498 of revenues for the same period of 2009.

The Company's balance sheet as of September 30, 2010, showed
$12.03 million in total assets, $4.48 million in total
liabilities, all current, and stockholders' equity of
$7.55 million.

The Company has a working capital deficit of $3.74 million as of
September 30, 2010.

Eugene M. Egeberg, CPA, 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
restricted a significant portion of its cash and cash equivalents
and also has a large accumulated deficit through December 31,
2009.

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

               http://researcharchives.com/t/s?7092

                       About Metiscan Inc.

Dallas, Tex.-based Metiscan, Inc. (OTC PK: MTIZ)
-- http://www.metiscan.com/-- is the parent company of a
portfolio of enterprises with operations in healthcare, healthcare
IT, mobile technology and employment services.


METRO-GOLDWYN-MAYER: Lions Gate Needs "Clean Up" Before Merger
--------------------------------------------------------------
Bloomberg News' Ronald Grover and Michael White report that
Billionaire Carl Icahn said Tuesday Lions Gate Entertainment Corp.
must be "cleaned up" before any merger with bankrupt Metro-
Goldwyn-Mayer Inc.

According to Bloomberg, Mr. Icahn said in an interview MGM
creditors "don't want to do a deal with Lions Gate management,"
citing steps the executives have taken "to entrench themselves."

Mr. Icahn, who owns Lions Gate stock and MGM debt, is making a
hostile $7.50-a-share takeover bid for Lions Gate.  Mr. Icahn and
Lions Gate management have said they favor a merger of the two
studios.  They differ over who should run the combined company.

                         About Lions Gate

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

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

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

                 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.

As reported by the Troubled Company Reporter on December 7, 2010,
the Bankruptcy Court has approved MGM's prepackaged plan.  MGM
expects the Plan to become effective by mid-December.


METROPOLITAN 885: SL Green Deal Won't Impact Ch. 11 Case
--------------------------------------------------------
Real-estate investment trust SL Green Realty Corp. will buy
Gramercy Capital Corp.'s indirect stake in Manhattan's iconic
Lipstick Building and other properties for $390.8 million, Dow
Jones' Small Cap reports.

According to Dow Jones', SL Green will pay $39.3 million and
assume mortgage debt of $120.4 million to buy out Gramercy's stake
in a joint venture between the two companies in which they held
79% of the leasehold interest in the Lipstick Building.  The
report relates that SL Green is now the sole owner of that joint
venture, entitling it to fees from the building's owner.

Marc E. Richards, the attorney representing Lipstick Building
owner Metropolitan 885 Third Avenue Leasehold LLC, said the deal
won't impact the Chapter 11 restructuring the company launched
Nov. 16, Dow Jones' says.

Dow Jones' notes that under Metropolitan's restructuring plan,
which is awaiting bankruptcy-court approval, it would hand
ownership of the property to lender Royal Bank of Canada.

In exchange, RBC would slash its $210 million secured claim to
$130 million, the report adds.

New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was
organized in 2007 as a Delaware limited liability company and is
wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior
Mezz LLC, a Delaware limited liability company.  Metropolitan 885
owns the leasehold interest on a 34 story Class A office building
located on the eastside of Third Avenue between 53rd and 54th
Streets in New York City.

Metropolitan 885 filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103).  In its
schedules, the Debtor disclosed $139,878,012 in total assets and
$210,337,682 in total debts.  The Garden City Group, Inc., is the
Debtor's claims agent.


MICHAEL ARANDA: Jupiter Residence Exempt From Certain Claims
------------------------------------------------------------
Chief Bankruptcy Judge Paul G. Hyman ruled that a residence
located in Jupiter, Florida, is owned by Michael F. Aranda and
Tonya Aranda as tenant by the entireties, and is exempt from the
claims of all but joint creditors.

A copy of the Court's December 3, 2010 Memorandum Order is
available at http://is.gd/ikeLjfrom Leagle.com.

Michael F. Aranda filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 08-26059) on October 28, 2008.  Paul J. Battista,
Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida,
served as bankruptcy counsel.  In his petition, the Debtor
estimated $1 million to $10 million in assets, and $10 million to
$50 million in debts.  The case was later converted to a case
under Chapter 7.


MICROSEMI CORP: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
corporate credit rating to Microsemi Corp.  At the same time, S&P
assigned a preliminary 'BB+' issue-level rating (two notches
higher than the 'BB-' corporate credit rating) and preliminary
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, to the company's proposed $425 million first-lien senior
secured credit facility.  The facility includes a $50 million
revolving credit facility and $375 million term loan.  The rating
outlook is stable.

Standard & Poor's expects Microsemi's good niche position as a
provider of defense, security, aerospace, and industrial
applications-focused analog and mixed signal semiconductor
components to result in continued modest revenue and profitability
growth driven by sustained end-market demand and manufacturing
facility closings.  S&P also expects the company will work to
reduce leverage through debt reduction as a buffer against
industry cyclicality.

Microsemi Corp. is a designer and manufacturer of high-reliability
discrete semiconductor products to the security, defense, and
aerospace industries and integrated circuits for a broad range of
commercial, enterprise, and industrial applications.  The
acquisition of Actel broadens Microsemi's current product
portfolio to include field?programmable gate array products
targeting the defense and aerospace industries.  In certain end
markets, the company competes against much larger firms with
greater financial resources and product breadth, such as the
analog semiconductor division of Texas Instruments Inc., Analog
Devices Inc., Maxim Integrated Products Inc., and National
Semiconductor Corp.

Though S&P views the company's recent operating trends and the
acquisition of Actel as positive developments, Standard and Poor's
views Microsemi's business risk profile as weak.  S&P's assessment
primarily reflects its short track record at current revenue and
profitability levels, execution risk associated with the Actel
acquisition, and its midtier competitive position in a highly
cyclical industry.  These factors are only partly offset by the
company's presence in the more stable aerospace, defense, and
security market (over 60% of June 2010 LTM revenues), which has
provided some offset to the generally volatile semiconductor
industry.

S&P views Microsemi's financial risk profile as aggressive,
reflecting pro forma adjusted leverage in the low-3x area, the
modest scale of Microsemi's free operating cash flow relative to
larger competitors on an absolute basis, and its reduced pro forma
cash balances after the Actel acquisition.  Although S&P believes
adjusted leverage could reduce to the low-2x area over the next
five quarters, the rating incorporates room for cash flow
volatility given the cyclicality of the industry and uncertainties
around the full costs of integrating Actel.


MOMENTIVE SPECIALTY: To Sell Resins Biz. to Harima for $120MM
-------------------------------------------------------------
Momentive Specialty Chemicals Inc. has signed a definitive
agreement to sell its global Ink & adhesive resins business to
Harima Chemicals, Inc.

Pursuant to the terms of the Purchase Agreement, Buyer agreed to
purchase our IAR business for a net purchase price of
approximately $120 million, subject to certain adjustments.

The transaction is subject to customary conditions including
governmental reviews.  Closing is anticipated to occur in the
first quarter of 2011.

With 2009 annual revenues of $278 million, IAR is one of the
world's leading suppliers of resins and additives to the graphics
arts, adhesives, aroma chemical, synthetic rubber and specialty
coating industries.  Harima will purchase the complete business
including 11 manufacturing facilities on five continents and the
IAR global product portfolio.  It is anticipated that the IAR
management team and approximately 650 global associates will join
Harima at closing.

"This business, much of which is based on pine chemicals
technology, is a great fit with our existing company and will
further extend our global presence in this sector," said Yoshihiro
Hasegawa, President of Harima.  "This investment highlights our
continuing focus on environmentally suitable technologies and
products."

"Strategically, this is a great fit," said Brad Crocker, Vice
President and General Manager of IAR.  "This combination will
create one of the world's largest pine chemical companies, giving
improved access to key raw materials, an enhanced operational
footprint, and a broader technology base to maximize customer
value."

The PrinceRidge Group LLC served as transaction advisor and
O'Melveny & Myers LLP served as legal advisor to Momentive.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company's balance sheet at Sept. 30, 2010, showed
$3.22 billion in total assets, $5.20 billion in total liabilities,
and a stockholders' deficit of $1.99 billion.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.


MORGANS HOTEL: Committee Begins Search for New CEO
--------------------------------------------------
Morgans Hotel Group Co. confirmed that its Search Committee,
overseen by the company's Board of Directors, is engaged in a
search for a new Chief Executive Officer and has retained the
executive search firm of Spencer Stuart to assist in this process.

The contract of Fred Kleisner, the Company's current CEO,
concludes on December 31, 2010.  Mr. Kleisner has indicated his
willingness, if necessary, to serve as CEO beyond the expiration
of his contract in order to ensure a smooth transition.

David Hamamoto, Chairman of the Board of Directors stated, "We are
conducting a thorough search and are considering a number of
highly qualified candidates.  We appreciate Fred's willingness to
maintain his position with the company until we identify the right
person to lead Morgans Hotel Group into the future."

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed $759.10
million in total assets, $801.22 million in total liabilities, and
a stockholders' deficit of $42.12 million.

Morgans Hotel's forbearance agreements with the lenders which hold
the mortgage loans secured by its Hudson and Mondrian Los Angeles
hotels were extended until October 12, 2010.  The loans are
comprised of a $217.0 million first mortgage secured by the Hudson
and a $120.5 million first mortgage loan secured by the Mondrian
Los Angeles.


MMP 10180: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MMP 10180, LLC
          dba The Loop Taste of Chicago
          dba Pizzaria Uno
        10180 N. Oracle Rd.
        Tucson, AZ 85704-7646

Bankruptcy Case No.: 10-38675

Chapter 11 Petition Date: December 2, 2010

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

Judge: James M. Marlar

Debtor's Counsel: Eric Ollason, Esq.
                  THE LAW OFFICE OF ERIC OLLASON
                  182 N Court Ave.
                  Tucson, AZ 85701
                  Tel: (520) 791-2707
                  Fax: (520) 792-0573
                  E-mail: eollason@182court.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mark S. Rusin, member/manager.


NEC HOLDINGS: Elk Grove Plant Shutdown Leaves 178 Jobless
---------------------------------------------------------
Brigid Sweeney at Chicago Business, citing monthly report issued
by the Illinois Department of Employment Security, reported that
National Envelope Corp. is closing plant in Elk Grove Village on
Dec. 30, 2010, eliminating 178 jobs.

                      About NEC Holdings

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings estimated assets and debts of $100 million to
$500 million in its Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in a
roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.

                           *     *     *

National Envelope Corp. received a January 6 extension of the
exclusive right to propose a Chapter 11 plan.  No objections were
filed to the extension request.


NEXTAG INC: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned to Nextag, Inc., a first-time
B1 Corporate Family and B2 Probability of Default Rating.  The
outlook is stable.  Concurrently, Moody's assigned a B1 rating to
Nextag's proposed $200 million senior secured term loan maturing
2017 and $50 million senior secured revolver due 2016.  Net
proceeds will be used to fund acquisitions to increase scale and
pay a dividend to shareholders.  The assigned ratings are
contingent on the review of final documentation and no material
change in the terms and conditions of the debt transaction as
advised to Moody's.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B2

* $ 50 Million Senior Secured Revolver due 2016 -- B1 (LGD-3, 33%)

* $200 Million Senior Secured Term Loan B due 2017 -- B1 (LGD-3,
  33%)

                         Rating Rationale

Nextag's B1 CFR is supported by the company's position as a
leading online retail/merchant aggregator and comparison shopping
provider exhibiting strong revenue growth, good merchant
diversification and high conversion of customer traffic to
qualified sales leads for merchants.  The CFR also reflects the
company's low cost/capex business model, high EBITDA margins and
moderate pro forma leverage of 2.9x adjusted total debt to LTM
EBITDA.  At the same time, the rating incorporates offsetting
attributes which include Nextag's modest international presence,
small scale and limited pricing power.  Also weighing on the
rating is Moody's expectation of an increasingly competitive
marketplace from other e-commerce retail aggregators and qualified
search providers that are larger and financially stronger as well
as merchant-owned websites that could potentially impede Nextag's
future growth.  Additionally, the rating reflects the private
equity sponsor's (i.e., Providence Equity) willingness and ability
to extract large dividends relative to the company's size,
resulting in historical negative free cash flow generation
(defined as cash flow from operations minus dividends and capex).
The B1 CFR embeds Moody's expectation that acquisition activity
over the near-to-intermediate term could increase as Nextag
pursues growth and scale enhancing opportunities in overseas
markets.

Nextag maintains good liquidity.  Though the business model is
highly profitable and requires minimal working capital and capex,
which generally supports positive FCF generation, the company
historically produced negative FCF due to outsized dividend
payments.  Going forward, owing to the new credit agreement which
will impose some restrictions on dividend distributions and the
private equity sponsor's intention to limit future dividends,
Moody's expect Nextag to generate moderate levels of positive FCF.
Liquidity is also supported by pro forma cash balances of at least
$140 million resulting from the new senior secured credit
facilities issuance proceeds.  External liquidity is supported by
full access to an undrawn $50 million revolver maturing 2016.

The stable outlook reflects Moody's expectation that over the next
12--18 months Nextag will maintain its position as a leading
online comparison shopping provider with stable merchant
relationships and steady growth in customer website visits.  It
also anticipates that Nextag will maintain a low-cost traffic
acquisition model and continue to convert a high percentage of
customer traffic to qualified sales leads.

In view of Nextag's small scale, single product focus, limited
overseas exposure and potential for future shareholder
distributions, a ratings upgrade is unlikely over the near-term.
However, over the long-term, upward ratings pressure could occur
if the company were to increase scale, maintain its leading market
position, enhance international diversification, demonstrate
improved organic revenue/earnings growth and reduce financial
leverage to under 2.0x adjusted total debt to EBITDA on a
sustained basis.  Demonstration of conservative financial policies
towards dividend distributions could also result in an upgrade
longer-term.

Ratings may be downgraded if Nextag's competitive position were to
weaken (as measured by revenue and operating margin performance)
or the company's revenue per qualified lead declined and/or
traffic acquisition costs increased resulting in margin
compression.  Additionally, to the extent Nextag engaged in debt-
funded acquisitions or dividend distributions such that adjusted
total debt to EBITDA rose above 4.5x, ratings could experience
downward pressure.

Headquartered in San Mateo, California, Nextag, Inc., is a leading
e-commerce retail/merchant aggregator and comparison shopping
provider.  Revenues and EBITDA (Moody's adjusted) for the twelve
months ended September 30, 2010, were approximately $182 million
and $71 million, respectively.


NIELSEN COMPANY: Fitch Affirms 'B' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Positive
the 'B' long- and short-term Issuer Default Ratings of Nielsen
Company, B.V., Nielsen Finance LLC and Nielsen Finance Co.'s
ratings.  The Rating Outlook for Nielsen is Positive.

Rating and Outlook Rationale:

  -- Since Nielsen was acquired in 2006, new ownership has
     meaningfully restructured the organization around key
     business lines and aggressively streamlined costs.  Given the
     contractual and diversified nature of its revenue stream and
     the benign competitive environment for key businesses,
     Nielsen was much more resilient during the downturn than
     other media companies.  Nielsen exhibited revenue and EBITDA
     growth, as well as positive free cash flow through the trough
     of the downturn.  Going forward, Fitch expects Nielsen will
     continue to generate meaningful organic revenue growth and
     that growth should be able to outpace the U.S. economy under
     most economic conditions/scenarios;

  -- Operating performance and credit metrics have meaningfully
     improved since the IPO.  Fitch calculated gross leverage
     (debt at full face value) has improved from 11.3 times in
     2006 to 6.5x as of the last twelve months ended 2010.  Also,
     the ratings and Positive Outlook reflects Nielsen's intention
     to dedicate $1.7 billion of the proceeds of its proposed
     $2 billion IPO toward debt reduction.  Fitch believes the IPO
     will result in gross unadjusted leverage in the mid-5 times
     range;

  -- Nielsen enjoys limited competition in its core audience
     measurement business, and over time competitive threats could
     emerge.  There are meaningful barriers to entry.  Fitch
     believes there are significant investments that would be
     required by any potential competitors and meaningful
     complexity associated with attempting to replicate Nielsen's
     offerings.  While increased competition may result in revenue
     pressure (lost share), incremental costs
     (talent/sales/services), and some free cash flow
     pressure(investments in offerings), Fitch accounts for this
     risk in the rating.

Key Rating Drivers:

  -- Fitch may upgrade Nielsen's IDR if the IPO goes through as
     proposed;

  -- Absent a successful near-term IPO, Fitch expects that
     continued improvement in operating trends over the next 12?24
     months could result in positive ratings momentum;

  -- Near term, the most likely drivers of rating pressure include
     a material debt-funded acquisition, or if credit market
     conditions permitted an attempt by private equity sponsors to
     extract capital through a leveraged dividend.

Fitch believes Nielsen's liquidity is sufficient.  At Sept. 30,
2010, liquidity was comprised of $420 million of cash on hand and
$668 million available under the senior secured revolver due in
2012.  In the 12 months ended Sept. 30, 2010, Fitch calculates
Nielsen generated $170 million of FCF.  Going forward, Fitch
anticipates capex to remain below $300 million annually.  As a
result, Fitch expects Nielsen to continue to generate material
positive FCF and anticipates that it will be dedicated toward debt
repayment, smaller acquisitions, and eventually shareholder
returns.

Pro forma for the recent Nielsen Finance unsecured note issues
(which proceeds were used to fund redemption of Nielsen Finance
unsecured notes), book value of total debt at Sept. 30, 2010 was
$8.5 billion, consisting primarily of:

  -- $4.5 billion in secured term loan ($1.8 billion due 2013 and
     $2.7 billion due 2016);

  -- $500 million secured term loan due 2017;

  -- Approximately $300 million of senior notes due 2014;

  -- $1.1 billion of new senior notes due 2018; and

  -- Approximately $1.9 billion of senior subordinates notes and
     senior notes due 2016.

Nielsen has been active in managing its near-term maturities, and
they are manageable over the next several years.

Nielsen's recovery ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern), rather than liquidation.  Fitch's recovery analysis
assumes that Nielsen is restructured at the point at which its
EBITDA breaches its covenants (approximately a 35% decline from
LTM levels).  In this distressed scenario, Fitch estimates the
group could be sold for a 6x multiple of LTM EBITDA.  While Fitch
recognizes that multiples have compressed across the corporate
landscape, Fitch still view the 6x multiple as appropriately
conservative relative to other mediums and subsectors that do not
operate in markets with similarly healthy industry structures and
that do not exhibit the same level of resiliency to economic
fluctuations.  Fitch notes the company was acquired at slightly
less than 12x in the LBO.

On this basis, Fitch estimates Nielsen Finance's senior secured
creditors could recover in the 71%-90% range represented by its
'RR2' recovery rating.  Given that the senior secured is not fully
recovered, Fitch estimates no recovery ('RR6') for other classes
of debt.  Fitch notches the Nielsen Finance senior unsecured notes
down two notches to 'CCC' to reflect its priority position
relative to other debt in the capital structure.  Fitch notches
the subordinated debt issued by Nielsen Finance and the debt
issued by Nielsen by three notches to 'CC'.  While Fitch
recognizes the subordinated debt at Nielsen Finance has priority
over Nielsen's debt, ratings are compressed at this level, given
the low likelihood of any recovery.

Fitch has affirmed these ratings with a Positive Outlook:

Nielsen

  -- IDR at 'B';
  -- Short-term IDR at 'B';
  -- Senior Unsecured Notes at 'CC'/RR6.

Nielsen Finance

  -- IDR at 'B';
  -- Short-term IDR at 'B';
  -- Senior Secured Bank Facility at 'BB-'/RR2;
  -- Senior Unsecured Notes at 'CCC'/RR6;
  -- Senior Subordinated Notes at 'CC'/RR6.


NORTEL NETWORKS: Bill for Disabled-Workers Pending in Canada
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Nortel
Disabled-Workers Bill has been stalled in Canadian Senate.
According to DBR, the Senate, the upper chamber of parliament,
continues to postpone a vote on a proposed law that is intended to
prevent long-term disabled workers from being treated as unsecured
creditors in corporate liquidations.

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

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

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


NORTH SILVER LAKE: Dist. Ct. Allows VesCor Receiver Suit
--------------------------------------------------------
In Robert G. Wing, as Receiver for VesCor Capital Corp., et al.,
v. Kaye Scholer, LLP (D. Utah Case No. 09-CV-371), Kaye Scholer
seeks partial summary judgment on whether there is a genuine issue
of fact over whether the Receiver may recover as a fraudulent
transfer the payments North Silver Lake Lodge, LLC, made to Kaye
Scholer.  The Receiver opposed and filed with the court a
declaration by John Curtis.  Kaye Scholer moves to strike the
declaration, arguing that it is essentially an expert report that
is untimely and insufficient.

District Judge Dee Benson granted Kaye Scholer's motion to strike
the Curtis declaration as an untimely filed expert opinion.  The
Court determined that the late disclosure of Mr. Curtis as an
expert witness violated F.R.B.P. 26(a) and that this violation was
not harmless; therefore, the Court concluded the declaration
should be prohibited under Rule 37(c).  Despite the loss of this
evidentiary support, the Court held that the Receiver has
established a genuine issue of material fact.  Accordingly, the
Court denied Kaye Scholer's motion for summary judgment.

A copy of Judge Benson's December 3, 2010 order is available at
http://is.gd/ikcmFfrom Leagle.com.

In 2001, NSLL acquired a sizeable parcel of undeveloped land in
the Deer Valley Resort area of Park City, Utah.  In June 2002, a
Vescor entity, Trillium Assets, LLC, purchased all of NSLL's
membership interest.  Kaye Scholer provided substantial legal and
real estate services to NSLL between July 2002 and April 2007 in
connection with a plan to develop the Deer Valley property into a
five-star ski resort.  Several Kaye Scholer employees worked with
the NSLL development team to negotiate a contract with the Ritz
Carlton Hotel.  However, the agreement was never realized because
NSLL was unable to get the entitlements required for Ritz Carlton
to develop the property.  In April 2007, after an earlier deal to
sell NSLL failed to close, Regent Properties, Inc. purchased NSLL.
Regent Properties is not affiliated or connected to VesCor.
During its representation of NSLL, Kaye Scholer received more than
$3 million dollars in legal fees from NSLL.

Shortly after its sale to Regent Properties, NSLL filed a
voluntary petition for relief under Chapter 11 of the bankruptcy
code.  The United States Bankruptcy Court for the District of Utah
confirmed NSLL's plan of reorganization on April 9, 2008 and
ordered NSLL's debts discharged.

The United States Securities and Exchange Commission brought suit
against VesCor Capital Corp. in February 2008.  The District Court
appointed Robert G. Wing as Receiver in the SEC action on May 5,
2008.  NSLL is not part of the receivership.

The Receiver brought the ancillary action against Kaye Scholer on
April 28, 2009.

Based in Los Angeles, California, North Silver Lake Lodge, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Utah Case
No. 07-21859) on April 26, 2007.  Judge William T. Thurman oversaw
the case.  Penrod W. Keith, Esq., at Durham Jones & Pinegar in
Salt Lake City, Utah, served as bankruptcy counsel.  The Debtor
estimated $1 million to $100 million in both assets and debts.


NORTHWEST SUBURBAN: Cutler Malpractice Suit Goes Back to Trial Ct.
------------------------------------------------------------------
Justice Mary S. Schostok reversed a judgment of the circuit court
of Boone County and remanded a malpractice complaint by Gary
Cutler against Northwest Suburban Community Hospital, Inc., for
additional proceedings.

The case is Gary Cutler, Independent Administrator of the Estate
of Mary Beth Cutler, Deceased, v. Northwest Suburban Community
Hospital, Inc., Indiv. and d/b/a Barix Clinics and Barix Clinics
of Illinois; Forest Health Services Corporation, Indiv. and d/b/a
Bariatric Treatment Centers of Illinois; Bariatric Treatment
Centers of Illinois, Inc., d/b/a Bariatric Treatment Center; Eric
Vaughn; Roy E. Berkowitz; Proctor Hospital; and James R. Debord.
(Bariatric Specialists of Illinois, S.C., and Kent Hess,
Defendants), No. 2-09-1074 (Ill. App. Ct.).

Mr. Cutler filed the suit on July 6, 2007, seeking damages based
on the Wrongful Death Act (740 ILCS 180/1 et seq. (West 2004)),
the Survival Act (755 ILCS 5/27-6 (West 2004)), and the Rights of
Married Persons Act (750 ILCS 65/15 (West 2004)), commonly called
the "family expense statute."  On September 21, 2009, the trial
court dismissed the plaintiff's third amended complaint with
prejudice.

A copy of the Court's opinion, dated November 29, 2010, is
available http://is.gd/ijZktfrom Leagle.com.

Based in Ypsilanti, Michigan, Northwest Suburban Community
Hospital, Inc., owns and operates of a 55-bed hospital.  The
company  filed for chapter 11 protection on July 31, 2007 (Bankr.
D. Del. Case No. 07-11018).  Derek C. Abbott, Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell, L.L.P.,
represent the Debtor.  The Company disclosed assets and debts
between $1 million and $100 million in its Chapter 11 petition.


NOVELIS INC: Moody's Downgrades Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Novelis Inc. to B1 from Ba3.
At the same time, Moody's assigned a Ba2 rating to the new
$1.5 billion secured term loan and a B2 rating to the new up to
$2.5 billion senior notes being issued.  Moody's also downgraded
the rating on the currently outstanding senior notes due 2015 to
B2 from B1.  Should these notes be tendered in full, Moody's will
withdraw this rating.  Moody's understands that the amount of
funds being raised in total will not exceed $4 billion.  Moody's
intends to withdraw the ratings on Novelis' and Novelis
Corporation's existing term loans as they will be repaid with
proceeds of the new term loan and note issue.  The rating outlook
is stable.  This rating action concludes the review that was
initiated on November 30, 2010.

                        Ratings Rationale

The downgrade results from the company's restructuring of its
balance sheet, which includes raising $4 billion in new debt,
the proceeds of which will be used to refinance approximately
$2.5 billion of existing debt and to fund a distribution of
$1.7 billion to its ultimate parent company, Hindalco Industries
Limited.  The B1 corporate family rating incorporates the more
highly leveraged profile following this recapitalization as
measured by both the debt to EBITDA and debt to capitalization
ratios.  Pro-forma for the transaction, Moody's expect these
ratios to increase to greater than 4x and 80% respectively, as
compared with the September 30, 2010, position of 2.9x and 50.1%,
respectively.  In addition, the $1.7 billion distribution to
Hindalco significantly reduces the company's book equity base and
eliminates its tangible equity cushion given the high level of
intangibles and goodwill.  The rating also considers Novelis'
continued sensitivity to sustainable recovery in the segments of
its business that are not related to the can sheet market.

Novelis' B1 corporate family rating acknowledges the company's
large scale, significant market position, and global footprint in
the aluminum rolled products market, including its dominant market
position in the relatively stable beverage and food can sheet and
good positions in industrial, transportation, and foil and
packaging.  As of January 1, 2010, the company no longer had
contracts with price ceilings, which had led to losses over prior
years as market-based aluminum prices exceeded certain levels.
Moody's believe that this fundamental change will result in
greater stability and enhanced margins going forward.

At the same time, the B1 rating reflects the variability of
Novelis' sales to the construction and automotive end markets, the
sensitivity of its earnings to volume levels given the level of
fixed costs, and its low return on assets.  In addition, the
company's balance sheet recapitalization will result in the
company running with higher levels of leverage (as measured by
debt to EBITDA and debt to capitalization) in the medium term.

The stable outlook reflects Moody's belief that Novelis has raised
its base level of earnings and cash flow to a higher level, from
which it will be able to consistently record metrics appropriate
for B1 rating.  The company's liquidity is very good and it should
be able to build up cash even with increased working capital needs
and capital expenditures.

The rating and/or outlook could be pressured should the company
experience sustained volume and margin declines, debt/EBITDA of
greater than 5x, EBIT/interest of less than 2x, or persistently
negative free cash flow.  A significant contraction in liquidity
or availability under the ABL could also negatively affect the
rating or outlook.

An upgrade is unlikely at this time due to the company's more
leveraged profile following the balance sheet recapitalization.
However, a future upgrade would require either a permanent
improvement in conversion margins and operating profits or a
reduction in Novelis' absolute levels of debt such that
debt/EBITDA would drop below 3.5x on a sustainable basis.  Other
indicators of an upgrade would be an EBIT margin at or above 5%
and free cash flow to debt of at least 4% over the cycle.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products, with operations in North and
South America, Europe and Asia.  During the 12 months ended
September 30, 2010, Novelis generated approximately $9.6 billion
of revenues and shipped approximately 2.8 million tonnes of rolled
aluminum.


OMNIRELIANT HOLDINGS: Sells Local Ad Link Software to Zurvita
-------------------------------------------------------------
On December 2, 2010, OmniReliant Holdings Inc. entered into an
Agreement of Conveyance, Transfer and Assignment of Assets and
Assumption of Obligations whereby it sold and assigned all of its
right and title in its "Local Ad Link" software to Zurvita
Holdings, Inc.

In consideration for the Asset Sale, Zurvita agreed to:

    i) assume all payments, expenses, costs and liabilities of any
       kind or nature, as they relate to the Assets,

   ii) terminate the license agreement, dated as of October 9,
       2009 by and between the Company and Zurvita, and

  iii) cause copies of the Assets, including copies of the URL,
       Trademark and source codes, to be placed in an Iron
       Mountain Account.

Additionally, in connection with the Asset Sale, the Company and
Zurvita entered into a security agreement dated December 2, 2010
securing the Note with certain of Zurvita's assets, including the
LocalAdLink Software and the LAL Copies placed in the Iron
Mountain Account.

A full-text copy of the Agreement Of Conveyance Transfer is
available for free at http://ResearchArchives.com/t/s?7090

A full-text copy of the Security Agreement is available for free
at http://ResearchArchives.com/t/s?7091

                    About OmniReliant Holdings

Clearwater, Fla.-based OmniReliant Holdings, Inc. (OTC BB: ORHI) -
- http://www.omnireliant.com/-- is a consumer products company
which focuses its efforts on building demonstrable brands globally
by deploying direct-to-consumer marketing channels internationally
that include live shopping, infomercials, eCommerce and
traditional "brick-and-mortar" channels of distribution.  As of
June 30, 2010, the Company's business segments consist of (i)
Consumer Products, (ii) Fashing Goods, and (iii) eCommerce.

The Consumer Products segment has historically been engaged in
identifying affordable and demonstrable products to market
principally to domestic customers through direct to consumer
channels such as television infomercials, live shopping networks,
and ecommerce channels.  The newly formed Fashion Goods segment is
engaged in the business of sourcing and distributing designer
fashion goods and accessories on a discounted basis to both the
Business-to-Business ("B2B") wholesale and Business-to-Consumer
("B2C") retail channels of distribution.  The newly formed
eCommerce segment is engaged in retail and wholesale distribution
of specific products and types or categories of products that do
not fit into the Company's Consumer Products or Fashion Goods
segments.

The Company's balance sheet as of September 30, 2010, showed
$10.9 million in total assets, $15.0 million in total
liabilities, $8.6 million in redeemable preferred stock, and a
stockholders' deficit of $12.6 million.

As reported in the Troubled Company Reporter on October 18, 2010,
Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal yer ended June 30,
2010.  The independent auditors noted that the Company has
incurred significant recurring losses from operations and is
dependent on outside sources of financing for continuation of its
operations.


OSCAT ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Oscat Enterprises Inc
        3090 S. Military Trail
        Lake Worth, FL 33463

Bankruptcy Case No.: 10-47149

Chapter 11 Petition Date: December 4, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Jeffrey A. Harrington, Esq.
                  224 Datura St # 505
                  West Palm Beach, FL 33401
                  Tel: (561) 253-6690
                  Fax: (561) 584-6549
                  E-mail: jeff@myhlaw.com

Scheduled Assets: $1,734,515

Scheduled Debts: $2,652,137

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-47149.pdf

The petition was signed by Oscar Rojas, president.


OTC HOLDINGS: Supplier Seeks Payment of Nativity-Scene Costumes
---------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Formosa Star Ltd. is demanding payment from Oriental
Trading Co. for thousands of living nativity-scene costumes,
including 2,412 Marys, 2,424 Josephs and hundreds of "one size
fits all" shepherd's robes in a variety of colors.

Formosa Star is a longtime supplier to Oriental Trading.
According to DBR, Formosa Star is asking for a $65,952.84 for
costumes it sold in August.  DBR relates Formosa Star said it
shipped the goods within 20-days of catalog company's Chapter 11
filing, and therefore should be entitled to full payment.
According to DBR, Formosa Star is asking for the bill to be
considered an "administrative expense," meaning it would be among
the first debts to be repaid under Oriental Trading's Chapter 11
plan.

OTC is set to seek court approval for its bankruptcy-exit plan
next week.

According to Mr. Morath, unexplained in Formosa Star's request is
why, in addition to nine different nativity-themed costumes, it
also shipped 1,320 sumo-wrestler costumes.

As reported by the Troubled Company Reporter, a Dec. 12
confirmation hearing is slated for approval of the Debtors'
Chapter 11 plan.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reports that the plan offers new stock plus cash
or a new $200 million second-lien note to senior lenders owed $403
million.  Second lien lenders would receive warrants for 2.5% of
the stock with a strike price based on an enterprise value of
$427.5 million.  Unsecured creditors with $6.8 million in claims
would receive $1.1 million from first-lien lenders, pursuant to a
settlement with the creditors committee. The disclosure statement
contains no estimate for the percentage recovery by senior or
junior lenders.

The unsecured creditors' committee and the first-lien lenders
support the plan.

                        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.


PATRIOT COAL: S&P Puts 'B+' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B+' corporate credit rating, on St. Louis, Mo.-
based Patriot Coal Corp. on CreditWatch with negative
implications.

"The CreditWatch listing reflects S&P's assessment that the
company's 2011 EBITDA will be weaker than expected due to lower
production and pricing on its thermal coal business, despite lower
utility stockpiles and S&P's expectations of increasing customer
demand due to its expectations of an improving economy," said
Standard & Poor's credit analyst Maurice Austin.  S&P had
previously expected Patriot to generate more than $400 million of
adjusted EBITDA during 2011.  Given these assumptions, S&P
expected total adjusted debt to EBITDA of about 4x, a level S&P
would consider to be more consistent with the 'B+' rating.
However, due to S&P's estimates of lower thermal coal pricing and
production, S&P now believe that Patriot will generate less
adjusted EBITDA, likely in the region of $350 million.  As a
result, credit measures could exceed 5x, a level S&P considers
weak for a 'B+' rating.

The company's exposure to thermal coal, which S&P views positively
due to its strong customer relationships, and accounts for a
majority of the company's production, is expected to result in
more stable cash flow in the longer term, given that more than 80%
of its contracts are long term in nature and virtually all of its
2010 thermal coal production is committed and priced.  In
addition, Patriot maintains a relatively diversified operation and
reserve base in three operating regions, with 65% of 2009
production coming from Central Appalachia, 23% from the Illinois
basin, and 12% from Northern Appalachia.

In resolving the CreditWatch listing, S&P will meet with
management to discuss its near-to-intermediate term operating and
financial prospects, including end-market demand trends.


PENNSYLVANIA ACADEMY: May Seek Arbitration in Regitz Suit
---------------------------------------------------------
Pennsylvania Academy of Music sued William Mark Regitz, et al., in
the United States Bankruptcy Court for the Eastern District of
Pennsylvania, seeking to collect $150,054.32 in unpaid pledges.
The Defendants asked the United States District Court for the
Eastern District to withdraw the reference to the Bankruptcy Court
because they do not consent to a jury trial in the Bankruptcy
Court and to promote judicial economy.  PAM opposed the Motion on
the grounds that the dispute is a core proceeding, the Defendants'
jury demand does not require withdrawal, and the Defendants have
shown no cause for withdrawal. PAM subsequently reduced its claim
against the Defendants to $150,000 and asked the Bankruptcy Court
to compel arbitration under that court's compulsory arbitration
program.  Instead, the Bankruptcy Court referred PAM to the
District Court.  PAM also filed a Motion to Proceed with
Compulsory Arbitration.

District Judge Michael M. Baylson denied (i) the Defendants'
Motion without prejudice and (ii) PAM's Motion as moot.  PAM may
seek to compel arbitration in the Bankruptcy Court.

A copy of the District Court's November 30, 2010 Memorandum is
available at http://is.gd/ikOIbfrom Leagle.com.

Based in Lancaster, Pennsylvania, Academy of Music dba The
Pennsylvania Academy of Music filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. E.D. Pa. Case No. 10-14377).
Jacques H. Geisenberger, Jr., Esq., at Wheatland Place, represents
the Debtor in its restructuring effort.  The Company estimated
assets between $1 million and $10 million, and debts between
$100,000 and $500,000 in its Chapter 11 petition.


PILGRIM'S PRIDE: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investor Service assigned B1 corporate family and
probability of default ratings to Pilgrim's Pride Corporation
and a B3 rating to the company's $350 million of senior
unsecured notes due 2018.  Proceeds will be used to refinance its
$350 million term loan A.  The company is also expected to amend
its Credit Agreement ($600 million revolver and $775 million Term
loan B) not rated by Moody's.  The rating outlook is positive.

These ratings were assigned to Pilgrim's Pride:

  -- Corporate Family Rating at B1;
  -- Probability of Default Rating at B1;
  -- $350 million senior unsecured notes at B3 (LGD6, 90%).

                        Ratings Rationale

Pilgrim's B1 corporate family rating reflects the company's
moderate leverage and good free cash flow generation after a post-
bankruptcy restructuring and investment by JBS, USA, a protein
company (67% stake in Pilgrim's), owned by JBS SA, (B1 CFR,
positive outlook) the largest protein company in the world with
sales and operations in all three proteins across the globe.
Pilgrim's benefits from its relationship with its majority
shareholder as evidenced by the substantial cost savings achieved
to date through its integration with JBS USA.  Moreover, Moody's
anticipates some revenue and earnings expansion going forward
through better access to global markets as a consequence of this
relationship.

However, the rating also considers Pilgrim's concentration in one
highly competitive, global commodity, chicken, alongside inherent
cash flow volatility driven primarily by feed costs which consume
about one third of the company's costs.  The rating also
incorporates Moody's concern that the current environment may be a
high point in the poultry cycle and thus considers future pressure
from increasing feed costs and expanding supply.  In addition, the
company is vulnerable to the longstanding risks endemic to the
industry including animal disease, weather patterns, trade
disputes and regulation.

The positive outlook reflects Moody's view that over the next
several quarters Pilgrim's is likely to de-lever and remain in a
range which is more characteristic of a Ba3 corporate family
rating.  Leverage under 3 times debt-to-EBITDA should provide
flexibility for Pilgrim's given the cyclical fluctuations in
poultry prices and input costs.

An upgrade is likely should the company continue to de-lever,
approaching about 2 times debt-to-EBITDA (including Moody's
standard adjustments).  Moody's notes that an upgrade to a Ba3
CFR, would result in an upgrade of the senior unsecured bond
rating to B2.

The rating would likely be lowered if the dynamics of the industry
reversed and leverage started to approach 4 times.


PIONEER VILLAGE: Oregon Court Denies Piecemeal Sale of Assets
-------------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley, III, denied Pioneer Village
Investments, LLC's request for leave of the Court to sell a
portion of its real property in Jackson County, Oregon, free and
clear of the liens of creditors, specifically the trust deed of
creditor Premier West Bank.  Premier West objected on several
grounds.  Judge Alley held that the sale supplants the
confirmation process.  The Debtor and Premier West Bank have filed
plans before the Court.  According to Judge Alley, the issues
raised by the Debtor's attempt at a partial liquidation to raise
funds necessary to pay administrative expenses should be
determined in the context of confirmation of a plan, rather than
piecemeal sale of assets.

A copy of the Court's December 3, 2010, Memorandum Opinion is
available at http://is.gd/ik64Bfrom Leagle.com.

Portland, Oregon-based Pioneer Village Investments, LLC, operates
a facility in the city of Jacksonville, Oregon, providing for
"independent living' facilities for elderly residents, assisted
living for residents who are less able to care for themselves, and
other facilities designed to accommodate the needs of elderly
residents.

A portion of the facility is dedicated to 11 independent-living
"cottages."  The Debtor seeks to sell the independent living
cottages to Vintage Hotels, Inc., for a gross sale price of
$1,880,000.  The Debtor "believes that a total of $400,000 need
not be paid as secured claims (because the lien is invalid,
avoidable, etc., the lien holder consents to less than full
payment, or part or all of the underlying debt is not allowable).
The Debtor intends to sell the portion of its property, retain
approximately $160,000 of the net proceeds, and pay the balance to
the county for property taxes, and then to Premier West.

Premier West Bank has a claim for $13,549,490.43 plus postpetition
interest, secured by a deed of trust against all of the Debtor's
real property.

Pioneer Village Investments, LLC, c/o Farmington Centers, Inc.,
filed for Chapter 11 on May 13, 2010 (Bankr. D. Ore. Case No.
10-62852).  In its petition, the Debtor estimated assets and debts
of $10 million to $50 million.


PPS PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PPS Properties, LLC
        P.O. Box 680007
        Franklin, TN 37068

Bankruptcy Case No.: 10-13089

Chapter 11 Petition Date: December 2, 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: $1,057,600

Scheduled Debts: $1,247,157

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-13089.pdf

The petition was signed by Ernest Coley, Sr., senior member.


PRIVATE MEDIA: Posts EUR2.6 Million Net Loss in Q3 2010
-------------------------------------------------------
Private Media Group filed its quarterly report on Form 10-Q,
reporting a net loss of EUR2.60 million on EUR5.88 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of EUR1.20 million on EUR5.76 million of revenue
for the same period of 2009.

The Company's balance sheet at September 30, 2010, showed
EUR43.15 million in total assets, EUR17.49 million in total
liabilities, and EUR25.66 million in shareholders' equity.

The Company currently has no additional availability under its
existing credit facilities.

As reported in the Troubled Company Reporter on May 31, 2010,
BDO Auditores S.L., in Barcelona, Spain, expressed substantial
doubt about Private Media's ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the Company has suffered recurring losses from
operations over the past years and has not yet reestablished
profitable operations.

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

               http://researcharchives.com/t/s?7089

                       About Private Media

Based in Barcelona, Spain, Private Media Group, Inc., is an
international provider and distributor of adult media content.
The Company acquires or licenses content from independent studios
and directors and processes these images into products suitable
for popular media formats such as digital media content for
Broadcasting, Mobile and Internet distribution, and print
publications and DVDs.  In addition to media content, the Company
also generates additional sales through the licensing of its
Private trademark to third parties.

The Company's U.S. headquarters are located at 537 Stevenson
Street, in San Francisco, California.


PROTEAN HEALTH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Protean Health Services, Inc.
        1337 Singingwood #1
        Walnut Creek, CA 94596

Bankruptcy Case No.: 10-73948

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Joel K. Belway, Esq.
                  LAW OFFICES OF JOEL K. BELWAY
                  235 Montgomery St. #668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702
                  E-mail: belwaypc@pacbell.net

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

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

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

The petition was signed by Mary E. Duarte, president.


RICHARD LARSEN: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard J. Larsen
          aka Dick Larsen
          fdba Larsen Farms
        55476 Shanghi Ridge Road
        Wauzeka, WI 53826

Bankruptcy Case No.: 10-18865

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Kristin J. Sederholm, Esq.
                  15 N. Pinckney Street
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  E-mail: ksederho@ks-lawfirm.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb10-18865.pdf


ROCK PAPER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rock, Paper, Scissors, LLC
        c/o Robert E. Turffs, Esq.
        Sarasota, FL 34236

Bankruptcy Case No.: 10-29043

Chapter 11 Petition Date: December 2, 2010

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

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, PA
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  E-mail: rjc@rjcolelaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-29043.pdf

The petition was signed by Alex Reece, managing member.


SAN PASQUAL: Moody's Gives Positive Outlook, Affirms 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of San
Pasqual Casino Development Group, Inc., to positive from stable.
The company's B2 Corporate Family rating and B1 Probability of
Default rating were affirmed along with its B2 senior notes
rating.

Ratings affirmed and LGD assessments revised:

  -- Corporate Family rating at B2

  -- Probability of Default rating at B1

  -- 8% senior secured notes due 2013 to B2 (LGD 4, 66%) from B2
     (LGD 4, 68%)

  -- Ratings outlook - positive

The outlook revision to positive largely reflects San Pasqual's
continued solid operating performance that has met Moody's
expectation.  Moody's expects that the adjusted leverage as
measured by debt to EBITDA will remain at or below 3.0 times and
San Pasqual will likely generate positive free cash flow in the
next twelve months.  In addition, the positive outlook recognizes
that San Pasqual completed and opened a hotel ahead of schedule
and on budget, which should in turn help drive gaming revenue
growth going forward.

Despite challenging economic and market conditions, San Pasqual
was able to grow its top line and expand operating margins.
Moody's believes that the improvement in Authority's year-to-date
earnings could be in part attributed to better product mix as it
replaced more than 400 class II slot machines with class III
machines which generally have better unit economics.  It's more
focused and effective marketing program, such as the direct mail
program, also helped defend its more favorable competitive
position in its primary San Diego market.  Moreover, Moody's
expects that the opening of the hotel will further San Pasqual's
geographic outreach by bringing more transient customers from the
farther-away markets such as Los Angeles and the Orange County.

The affirmation of B2 CFR considers San Pasqual's resilience to
economic pressures and improved credit profile through the
combination of debt reduction and increased EBITDA.  While the
tribal distributions are likely to increase modestly based on the
restricted payment basket, Moody's expect San Pasqual to adhere to
a conservative distribution policy in order to generate positive
free cash flow and to maintain at least an adequate liquidity
position.  In Moody's opinion San Pasqual's sound financial
metrics are offset by its small revenue size, single asset
profile, and still overall weak gaming demand and recovery.  B2
CFR also incorporates other unique risks associated with Native
American gaming operators.

San Pasqual's ratings could be upgraded if its credit metrics
improve further and liquidity remains sound.  The company would
also need to maintain conservative long-term financial policy with
respect to tribal distributions.

Separately, Moody's recognizes the resolution of an internal
dispute issue among the members of the Tribe with respect to
matters of enrollment and committee representation.

The last rating action for San Pasqual occurred on November 24,
2009 when Moody's assigned a B2 rating to the company's proposed
senior note add-on issuance of $35 million while affirming all
other ratings.

The San Pasqual Development Group, Inc., was formed under the law
of the San Pasqual Band of Mission Indians to oversee the
development, financing, construction, operation, and management of
Valley View Casino, which opened in April 2001.  The casino is
located approximately 40 miles north of downtown San Diego,
California.  On November 19, 2010, San Pasqual opened to the
public the hotel portion of its casino.


SENTINEL MANAGEMENT: Court Compels SEC to Release Docs
------------------------------------------------------
The United States Securities and Exchange Commission, v. Sentinel
Management Group, Inc., Eric A. Bloom, and Charles K. Mosley,
(N.D. Ill. Case No. 07-C-4684), is a securities fraud case brought
by the Securities and Exchange Commission against Sentinel
Management Group, Inc., Eric Bloom, and Charles Mosley.  Mr. Bloom
seeks portions of the SEC examination file for the 2002
examination of Sentinel that the SEC withheld based upon the
deliberative process privilege.  He also seeks to compel the SEC
to answer an interrogatory calling for the identity of each person
interviewed by the SEC, as well as the dates of interview, the
participants, and a detailed summary of what each witness said.
The SEC contends that it need not respond because this information
constitutes attorney work product, some of it is irrelevant (dates
of interviews and participants), and Mr. Bloom's motion is
untimely.

Magistrate Judge Sheila Finnegan ruled that Mr. Bloom's Motion to
Compel the Production of Documents and Interrogatory Responses
from the SEC is granted in part and denied in part.  The SEC is
given through December 20, 2010 to comply with the order.

A copy of the Court's December 2, 2010 Memorandum Opinion and
Order is available at http://is.gd/ikCwwfrom Leagle.com.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.


SEQUENOM INC: Has Offering of 14-Mil. Shares at $6 Apiece
---------------------------------------------------------
Sequenom Inc. announced the pricing of an underwritten public
offering of 14,000,000 shares of its common stock, offered at a
price to the public of $6.00 per share.  The gross proceeds to
Sequenom from this offering are expected to be $84.0 million,
before deducting underwriting discounts and commissions and other
estimated offering expenses payable by Sequenom.

Jefferies & Company, Inc. is acting as sole book-running manager
for the offering, and Lazard Capital Markets LLC and Piper Jaffray
& Co. are acting as co-managers for the offering. Sequenom has
granted the underwriters a 30-day option to purchase up to an
aggregate of 2,100,000 additional shares of common stock to cover
overallotments, if any.  The offering is expected to close on or
about December 7, 2010, subject to customary closing conditions.

Sequenom anticipates using the net proceeds from the offering for
general corporate purposes, including research and development
expenses such as expenses related to its validation studies for
Trisomy 21, capital expenditures, working capital and general
administrative expenses.

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

The Company's balance sheet at Sept. 30, 2010, showed $96.97
million in total assets, $64.67 million in total current
liabilities, $360,000 in deferred revenue, $2.86 million in other
long-term liabilities, $1.12 million in long-term portion of debt
and obligations, and stockholder's equity of $27.96 million.

                          *     *     *

In its March 15, 2010 audit report, Ernst & Young LLP of San
Diego, California, expressed substantial doubt against Sequenom's
ability as a going concern.  The auditor noted that the Company
has incurred recurring operating losses and does not have
sufficient working capital to fund operations through 2010.


SHILO INN: Section 341(a) Meeting Scheduled for Jan. 3
------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Shilo
Inn, Diamond Bar, LLC's creditors on January 3, 2011, at 2:15 p.m.
The meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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

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

Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a
161 room full -- service hotel located in Pomona, California,
pursuant to a franchise agreement with Shilo Franchise
International, LLC.  It filed for Chapter 11 bankruptcy protection
on November 29, 2010 (Bankr. C.D. Calif. Case No. 10-60884).
David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


SHILO INN: Wants Cash Collateral Use & Credit Line Pact
-------------------------------------------------------
Shilo Inn, Diamond Bar, LLC, seeks authority from the U.S.
Bankruptcy Court for the Central District of California to use the
cash collateral and enter into a credit line agreement, in an
amount not to exceed $100,000 from Shilo Franchise International,
LLC, on a secured basis to cover possible shortfalls in
operations.

Cathay Bank asserts a first priority security interest in the
Debtor's assets to secure an obligation in the amount of
approximately $4,652,856.

German American Capital Corp. asserts a second priority security
interest in the Debtor's assets to secure an obligation in the
amount of approximately $5,353,000.

Cathay is owed approximately $4,652,856.00, while the value of
the Debtor's hotel in Pomona, California, is approximately
$12,075,000.  This translates to an equity cushion of
approximately 159.7%.  Additionally, German is owed approximately
$5,353,000, which translates to an equity cushion of approximately
20.7%.

The Debtor believes that the secured creditors will be further
adequately protected by the continued operation of the Debtor's
business.

The Debtor anticipates certain cash shortfalls from operations in
the near future.  This is based on the fact that hotel occupancy
depends, in large part, on conferences and events at nearby Cal
Poly and Pomona Fairgrounds, both of which scale down such
conferences and events during the winter months.  Cashflow
shortfalls are proposed to be covered by a Credit Line in the
amount of $100,000 to be offered to the Debtor by Shilo Franchise.

The Debtor's assets are secured by two (2) separate liens totaling
approximately $10 million.  At this time, it appears that all
assets of the estate are subject to a security interest.
Without unencumbered assets, there can be no assurance that an
unsecured debt is capable of being repaid.  While the Debtor has
researched the possibility of obtaining credit on an unsecured
basis, none has been secured.  The Debtor believes that it is
unrealistic that it will be able to obtain unsecured credit.
Not only is the Debtor unable to obtain unsecured credit, the
Debtor is unable to obtain secured credit without taking out the
existing secured creditors.  SFI has agreed to provide financing
on a junior secured basis, which does not impair the Secured
Creditors' interests herein.

Cathay requests adequate protection of its deeds of trust, liens
and security interests in exchange for the Debtor's use of its
cash collateral.  As adequate protection, Cathay requests, inter
alia, replacement liens on the Debtor's post-petition property at
the same level of priority as Cathay's pre-petition liens,
adequate protection payments, the right to receive regular
financial reports of the Debtor's operations, and other, standard
adequate protection provisions.  Unless Cathay receives the
adequate protection in a form reasonably satisfactory to it,
Cathay will oppose the Debtor's use of its cash collateral.

Cathay is represented by Lord, Bissell & Brook LLP

                         About Shilo Inn

Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a
161 room full -- service hotel located in Pomona, California,
pursuant to a franchise agreement with Shilo Franchise
International, LLC.  It filed for Chapter 11 bankruptcy protection
on November 29, 2010 (Bankr. C.D. Calif. Case No. 10-60884).
David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


SIX FLAGS: S&P Downgrades Rating on First-Lien Loan to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Grand Prairie, Texas-based theme park operator Six Flags Theme
Park Inc.'s first-lien revolving credit facility and term loan to
'2', indicating S&P's expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default, from '1'.
S&P lowered its issue-level rating on these loans to 'BB-' (one
notch higher than the 'B+' corporate credit rating on parent
company Six Flags Entertainment Corp.) from 'BB', in accordance
with S&P's notching criteria for a recovery rating of '2'.  The
revised recovery rating reflects a significantly higher amount of
first-lien debt due to the closing of an amendment to the first-
lien term loan that expanded the amount to $950 million from an
initial amount of $770 million ($745 million outstanding at
Sept. 30, 2010).  Proceeds, along with cash on hand, were used to
repay the company's $250 million second-lien term loan.

The corporate credit rating on Six Flags remains at 'B+' and the
rating outlook is stable.

The downgrade of S&P's issue-level rating on Six Flags' first-
lien credit facility follows the company's announcement of an
amendment, which, among other things, increases the size of the
facility to $950 million (from an initial amount of $770 million),
reduces the LIBOR floor on the term loan B portion by 50 basis
points, and revises covenant levels.  The size of -- and the
pricing relating to -- the current $120 million revolving credit
facility will remain the same.  However, the company will be
permitted to increase the size of the revolver to $200 million
without an amendment.  Proceeds from the additional first-lien
term loan, along with some cash on hand, will be used to help
repay Six Flags' $250 million second-lien credit facility.

While the amendment will result in the reduction of annual
interest expense by approximately $16 million, resulting in
somewhat improved interest coverage (S&P expects it to be in the
mid-4x area in 2011), S&P's 'B+' rating on the company
incorporates the expectation that year-over-year adjusted EBITDA
will decline in the mid- to high-single-digit percentage area in
2011.  S&P also estimates that adjusted leverage will remain at
around 4.0x.  This is in line with the rating, given S&P's current
assessment of Six Flags' business risk profile as weak.

The 'B+' corporate credit rating reflects Six Flags' high debt
leverage, significant seasonality, and high capital expenditure
needs.  The company's good geographic diversity only partially
offsets these risks.  Six Flags is the largest regional theme park
operator in the world, operating 19 parks in 13 locations.  Over
three-quarters of customers come from within 100 miles of the
parks.  Six Flags has experienced a high degree of EBITDA
volatility over the past few years, in part due to changes in
management and strategic focus.  Customer perception of park
safety and cleanliness has also been historically somewhat
negative, that it has improved over the past few years.  S&P
expects that the current management team will focus on maintaining
positive perceptions of cleanliness and safety.


STEINWAY MUSICAL: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Steinway Musical Instrument's
speculative grade liquidity rating to SGL 1 from SGL 2 because of
its improving liquidity profile.  At the same time, all other
ratings were affirmed, including its B2 CFR and PDR and the B3
rating on its senior unsecured notes.  The outlook was changed to
positive from stable.

The enhanced liquidity structure is highlighted by the recent
renewal of its $100 million credit facility due in 2014, cash
balances close to $95 million, no debt maturities until 2014, lack
of financial maintenance covenants and the unencumbered building
near Carnegie Hall.

                         Rating Rationale

Steinway's B2 corporate family rating reflects its strong brand
recognition and its commitment to high product quality, while
operating in a relatively small niche in musical instruments and
generating modest revenue of around $300 million.  The rating also
considers the recurring revenue of the band segment, while
recognizing the high degree of volatility in demand of pianos
during the recession and the soft consumer durable spending
environment.  Steinway's strong geographical diversification,
growth prospects in Asia and good liquidity profile also help
support the rating.  As the European debt crisis continues to
unfold its exposure to Europe represents a risk as does its
relatively high financial leverage at over 5x.

"In addition to better liquidity, the positive outlook reflects
Moody's view that consumer demand for grand pianos will likely
increase over the next couple of years as the economy slowly
recovers," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  "The increased demand is also likely to come
from China," Cassidy noted.  Moody's think Steinway's
profitability and operating cash flow should remain at or close to
their current levels in the near to mid-term provided there are no
significant macro-economic shocks .  Moody's expects 2011 revenue
to be between $310 million and $340 million and adjusted EBITDA to
be around $40 million.  Moody's expectation that the company will
continue its high product quality standards and that it will
maintain its relatively conservative financial policies is also
factored into the positive outlook.

The rating could be upgraded if discretionary consumer spending,
especially for high end goods, continues to stabilize throughout
the world and there is more clarity to the European Sovereign debt
crisis that does not jeopardize discretionary consumer spending.
Credit metrics would also need to remain at or improve from
current levels to consider an upgrade.  For example, adjusted
leverage should remain between 5x and 5.5x, interest coverage
around 2x and high single digit EBITA margins.  The outlook could
be stabilized if discretionary consumer spending were to contract
or if liquidity was unexpectedly pressured.  If there is rampant
contagion because of the European Sovereign debt crisis, a
negative outlook would be considered.  Key credit metrics driving
negative rating actions would be adjusted leverage over 6x, mid
single digit EBITA margins and interest coverage approaching 1x.

This rating was upgraded:

  -- Speculative grade liquidity rating to SGL-1 from SGL-2;

These ratings were affirmed/assessments revised:

  -- Corporate family rating at B2;

  -- Probability-of-default rating at B2;

  -- $150 million senior unsecured notes, due 2014, at B3 (LGD 4,
     69% from 68%)

The last rating action was on April 9, 2010, where Moody's
stabilized Steinway's outlook and upgraded the liquidity rating to
SGL 2 from SGL 3.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments.  The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums.  Revenues for the twelve months ended
September 30, 2010, approximated $310 million.


SUNCOAST ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Suncoast Aluminum Furniture, Inc.
        6291 Thomas Road
        Fort Myers, FL 33912

Bankruptcy Case No.: 10-29108

Chapter 11 Petition Date: December 3, 2010

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

Judge: David H. Adams

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.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/flmb10-29108.pdf

The petition was signed by Rajiv P. Varshney, president.


SWORDFISH FINANCIAL: Posts Restated Net Loss of $2.0MM in Q3 2009
-----------------------------------------------------------------
Swordfish Financial, Inc. filed on November 29, 2010, an amended
quarterly report on Form 10-Q/A for the three months ended
September 30, 2009, to reflect the application of reverse merger
accounting following the merger of Nature Vision, Inc. (nka
Swordfish Financial Inc.) and Swordfish Financial, Inc., the Texas
corporation, on August 14, 2009.

Swordfish Financial, Inc., the Texas corporation, acquired 80% of
the outstanding common stock of Nature Vision, Inc., pursuant to a
stock acquisition/merger agreement on August 14, 2009.

Under the purchase method of accounting in a business combination
effected through an exchange of equity interests, the entity that
issues the equity interests is generally the acquiring entity.  In
some business combinations (commonly referred to as reverse
acquisitions), however, the acquired entity issues the equity
interests.  FASB ASC 805-10, "Business Combinations" requires
consideration of the facts and circumstances surrounding a
business combination that generally involve the relative ownership
and control of the entity by each of the parties subsequent to the
merger.

Based on a review of these factors, the August stock acquisition
agreement with Swordfish Financial, Inc., the Texas corporation
("the Merger") was accounted for as a reverse acquisition (i.e.
Nature Vision, Inc., was considered as the acquired company and
Swordfish Financial, Inc., the Texas corporation, was considered
as the acquiring company).  As a result, Nature Vision, Inc.'s
assets and liabilities as of August 14, 2009, the date of the
Merger closing, have been incorporated into Swordfish's balance
sheet based on the fair values of the net assets acquired, which
equaled the consideration paid for the acquisition.  FASB ASC 805-
10 also requires an allocation of the acquisition consideration to
individual assets and liabilities including tangible assets, and
financial assets.  Further, the Company's operating results (post
Merger) include Swordfish Financial, Inc. (the Texas corporation)
operating results prior to the date of closing and the results of
the combined entity following the closing of the Merger.
Swordfish Financial, Inc., the Texas corporation, was considered
the acquiring entity for accounting purposes.

Based on the Company's restated statements of operations, the
Company reported a net loss of $1.98 million on $0 revenues for
the three months ended September 30, 2009.  Swordfish Financial,
Inc., the Texas corporation, did not have any operations prior to
the closing of the merger transaction.

As restated, the Company's balance sheet at September 30, 2009,
showed $3.70 million in total assets, $4.95 million in total
liabilities, and a stockholders' deficit of $1.25 million.

The Company had an accumulated deficit of $5.12 million as of
September 30, 2009.  The Company is currently in default of a
$450,000 note with its former CEO and is in negotiations to extend
the terms.  The Company is currently in default on its line of
credit with a bank and in August 2008 it entered into a voluntary
surrender agreement allowing the bank with its superior lien
position to assume control of the Company's assets and operations
until it liquidates sufficient assets to pay off the line of
credit.  The Company is in default on $603,950 of unsecured notes
payable.

Despite cost reduction initiatives, the Company will be unable to
pay its obligations in the normal course of business or service
its debt in a timely manner throughout 2009 without raising
additional debt or equity capital.

The Company believes the foregoing factors raise substantial doubt
about its ability to continue as a going concern.

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

               http://researcharchives.com/t/s?7097

Rockwall, Tex.-based Swordfish Financial, Inc., (f/k/a Nature
Vision, Inc., and Photo Control Corporation) as Nature Vision,
Inc., designed, manufactured and marketed outdoor recreation
products primarily for the sport fishing and hunting markets.  On
August 14, 2009, Nature Vision, Inc., entered into a Stock
Purchase Agreement with Swordfish Financial, Inc. for 10,987,417
shares (representing roughly 80% of the outstanding shares) of its
common stock in exchange for a $3,500,000 promissory note.   On
August 17, 2009, the shareholders owning a majority of the
outstanding common stock voted to change the Company's name from
Nature Vision, Inc., to Swordfish Financial, Inc.

The Company expects for the note and accrued interest to be paid
by the stockholders of the Texas corporation.  The note bears
interest at the rate of 5% per annum the note and the related
accrued interest at September 30, 2010, was $196,875.

On August 14, 2009, simultaneously with the signing of the
Swordfish Financial, Inc. stock purchase agreement, M&I Business
Credit LLC, owed roughly $1,800,000 by the Company, foreclosed on
the line of credit and forced the Company to enter into a
Voluntary Surrender Agreement.  The Voluntary Surrender Agreement
gave M&I Business Credit LLC total possession of the Nature Vision
Premises, its operations and all of the Nature Vision Collateral,
which consisted of all of the Nature Vision assets.  M&I Business
Credit LLC liquidated basically all of the Nature Vision assets to
recover the line of credit debt.

Based on the limited assets, product lines and resources remaining
after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor recreations
products company and will concentrate on the business on being an
asset recovery company and using the financial resources recovered
to retire the Company's debts and invest in other businesses
domestically and internationally.


TAMARACK RESORT: Hearing on Credit Suisse's Conversion Bid Begins
-----------------------------------------------------------------
The Associated Press reports that lawyers for Credit Suisse AG,
Cayman Islands Branch, were in U.S. Bankruptcy Court on Monday,
trying to convince a judge to move Tamarack Resort LLC out of a
reorganization and into liquidation.  According to the AP, Credit
Suisse suggested Tamarack owner Jean-Pierre Boespflug
inappropriately used thousands in cash collateral without the
bank's permission to help fund efforts to water the resort's golf
course.

The Troubled Company Reporter reported Credit Suisse's request in
the November 8, 2010 edition.  According to Bloomberg News, the
secured creditor contends that the reorganization must end in view
of continuing losses, gross mismanagement, unauthorized use of
cash collateral, and lack of insurance.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported that the motion
to dismiss or convert comes on the heels of a ruling by the
bankruptcy judge denying a $2 million secured loan for the golf
and ski resort in Valley County, Idaho.  Tamarack said it needed
the loan to winterize the property.

Dow Jones' DBR Small Cap reported that Credit Suisse said the
Debtor's estate is insolvent and has been "grossly mismanaged".

The AP relates Mr. Boespflug says he authorized shifting $38,000
to maintain the golf course not because he was trying to divert
money inappropriately, but because he had to make sure the
facility wasn't left to wither.  He insists everything was done to
make Tamarack more attractive for a potential buyer.

The AP notes Judge Terry Myers on Monday was also considering
whether to approve key parts of Tamarack homeowners' plan to
operate a ski season this winter.

                     About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TERRA-BENTLEY: State Court Judgment Does Not Bar Avoidance Claims
-----------------------------------------------------------------
Terra-Bentley II, LLC, sued Village of Overland Pointe, LLC, pre-
bankruptcy in a Kansas state court, and Village asserted
counterclaims; both parties' claims concerned a real estate
development they were involved in.  After the state court ruled on
the parties' dispute, the Debtor appealed.  Upon filing for
Chapter 11 bankruptcy, the Debtor sued Vilage to avoid certain
transfers and other actions that affected its rights in the
development.  Village seeks summary judgment on the ground the
state court's judgment bars the claims the Debtor is asserting in
the proceeding.

Judge Dale L. Somers ruled that the state court judgment does not
preclude the Debtor's avoidance claims because the Debtor could
not have asserted the claims before that court; and the state
court judgment precludes the Debtor from contesting certain
factual determinations that were made by the state court.
Accordingly, Judge Somers denied Village's request.

The Defendant is represented by:

         Ronald S. Weiss, Esq.
         BERMAN DELEVE KUCHAN & CHAPMAN, L.C.
         911 Main
         Commerce Tower 2230
         Kansas City, MO 64105
         Telephone: (816) 471-5900
         Facsimile: (816) 842-9955

              - and -

         Steven R. Smith, Esq.
         GATES, SHIELDS & FERGUSON, P.A
         10990 Quivira, Suite 200
         Overland Park, KS 66210
         Telephone: 913-661-0222
         Facsimile: 913-491-6398
         E-mail: stevesmith@gsflegal.com

The case is Terra Bentley II, LLC, v. Village of Overland Pointe,
LLC, Adv. Pro. No. 09-6099 (Bankr. D. Kans.).  A copy of the
Court's Opinion, dated November 30, 2010, is available at no
charge at http://is.gd/ikG4Pfrom Leagle.com.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Kans.
Case No. 09-23107) on September 18, 2009.  The Debtor is
represented by James F.B. Daniels, Esq. --
jdaniels@mcdowellrice.com -- at McDowell Rice Smith & Buchanan.


THREADNEEDLE STREET: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Threadneedle Street, LLC
        500 North Waukegan Road
        Lake Forest, IL 60045

Bankruptcy Case No.: 10-40314

Chapter 11 Petition Date: December 2, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: David M. Rich, Esq.
                  ONSAGER, STAELIN & GUYERSON, LLC
                  1873 S. Bellaire St., Ste. 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  E-mail: dmrich@comcast.net

Scheduled Assets: $7,767,000

Scheduled Debts: $3,414,062

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-40314.pdf

The petition was signed by Paul A. Moore, manager by power of
attorney.


THRIFTCO INC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Thriftco, Inc.
        P.O. Box 1638
        Owensboro, KY 42302-1638

Bankruptcy Case No.: 10-41917

Chapter 11 Petition Date: December 2, 2010

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Debtor's Counsel: Sandra D. Freeburger, Esq.
                  DEITZ SHIELDS & FREEBURGER, LLP
                  101 First Street
                  P.O. Box 21
                  Henderson, KY 42419-0021
                  Tel: (270) 830-0830
                  E-mail: sfreeburger@dsf-atty.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kywb10-41917.pdf

The petition was signed by Kenneth Lawson, president.


THRIFTWAY INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thriftway, Inc.
          dba Wholesale Door & Trim
          dba Hardware Overnight
        P.O. Box 1638
        Owensboro, KY 42302-1638

Bankruptcy Case No.: 10-41919

Chapter 11 Petition Date: December 2, 2010

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Debtor's Counsel: Sandra D. Freeburger, Esq.
                  DEITZ SHIELDS & FREEBURGER, LLP
                  101 First Street
                  P.O. Box 21
                  Henderson, KY 42419-0021
                  Tel: (270) 830-0830
                  E-mail: sfreeburger@dsf-atty.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/kywb10-41919.pdf

The petition was signed by Kenneth Lawson, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Thriftco, Inc.                         10-41917   12/02/10


TIB FINANCIAL: To Finalize Valuation & Purchase Price Allocation
----------------------------------------------------------------
On September 30, 2010, TIB Financial Corp. issued and sold to
North American Financial Holdings, Inc. 700,000,000 shares of
Common Stock, 70,000 shares of Series B Preferred Stock and a
warrant to purchase up to 1,166,666,667 shares of Common Stock of
the Company for aggregate consideration of $175 million.  As a
result, NAFH acquired and now controls 98.7% of the voting
securities of the Company and followed the acquisition method of
accounting and applied "acquisition accounting."

Acquisition accounting requires that the assets purchased, the
liabilities assumed, and non-controlling interests all be reported
in the acquirer's financial statements at their fair value, with
any excess of purchase consideration over the net assets being
reported as goodwill.  As part of the valuation, intangible assets
were identified and a fair value was determined as required by the
accounting guidance for business combinations.  Accounting
guidance also requires the application of "push down accounting,"
whereby the adjustments of assets and liabilities to fair value
and the resultant goodwill are shown in the financial statements
of the acquiree.

On November 15, 2010, the Company filed its report for the
quarterly period ended September 30, 2010 on Form 10-Q which
reflected estimates of the fair values of assets acquired and
liabilities assumed based on the information that was available at
the time.  Subsequent to the filing, the Company received updated
estimates and on November 19, 2010, the Company's subsidiary bank,
TIB Bank, filed an amended Consolidated Report of Condition and
Income as of September 30, 2010 that incorporated such updated
estimates.

Accordingly, based upon these updated estimates, the amended Call
Report included recomputed regulatory capital ratios that are
higher than those in the Form 10-Q and consist of Tier 1 Leverage,
Tier 1 Risk-Based Capital and Total Risk-Based Capital of 7.8%,
12.9% and 12.9%, respectively.  The Call Report is publicly
available through the website of the Federal Deposit Insurance
Corporation, www.fdic.gov.  The Company expects to finalize the
valuation and complete the purchase price allocation as soon as
practicable but no later than one-year from the Transaction Date.
The estimates of fair value are subject to change and such changes
could be significant.  Based on the applicable accounting
literature on business combinations, subsequent adjustments, if
any, will be retrospectively recorded in future filings.

                     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.


TOWN SPORTS: SEC Staff Completes Probe on Accounting Matters
------------------------------------------------------------
On November 29, 2010, Town Sports International Holdings, Inc.
received a letter from the Staff of the Securities and Exchange
Commission stating that the Staff has completed the previously
disclosed investigation as to certain accounting matters relating
to the Company and that the Staff does not intend to recommend any
enforcement action by the SEC against the Company.

The Company had been advised by the SEC, on September 14, 2009,
that a formal order of private investigation had been issued with
respect to the Company.  The investigation related to the
Company's deferral of certain payroll costs incurred in connection
with the sale of memberships in the Company's health and fitness
clubs and the time period utilized by the Company for the
amortization of such deferred costs into expense and initiation
fees into revenue.

Since May 2008, the Company had been providing documents and
testimony on a voluntary basis in response to an informal inquiry
by the Staff of the SEC with respect to these same accounting
matters.  The letter from the Staff of the SEC confirms the
completion of its investigation of these accounting matters.

As of June 30, 2010, Town Sports International Holdings, Inc.,
through its wholly owned subsidiary, Town Sports International,
LLC, operated 161 fitness clubs comprised of 109 clubs in the New
York metropolitan market under the "New York Sports Clubs" brand
name, 25 clubs in the Boston market under the "Boston Sports
Clubs" brand name, 18 clubs (two of which are partly-owned) in the
Washington, D.C. market under the "Washington Sports Clubs" brand
name, six clubs in the Philadelphia market under the "Philadelphia
Sports Clubs" brand name and three clubs in Switzerland.  The
Company's operating segments are New York Sports Clubs, Boston
Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs
and Swiss Sports Clubs.

The Company's balance sheet at Sept. 30, 2010, showed
$467.39 million in total assets, $476.11 million in total
liabilities, and a stockholders' deficit of $8.72 million.


TRIANGLE MANAGEMENT: Court Approves Bankruptcy Case Dismissal
-------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida dismissed the Chapter 11 case of
Triangle Management Investment, Inc.

As reported in the Troubled Company Reporter on October 21, 2010,
the Debtor asked the Court to dismiss its Chapter 11 case because
Katz & Associates PLLC, its prior counsel, commenced the case in
error.

According to the Debtor, a review of the paperwork filed by the
prior counsel revealed numerous factual and legal errors on the
paperwork.

The Court ordered the prior counsel to pay to the trust account of
Behar, Gutt & Glazer, P.A., for the benefit of the Debtor, the sum
of $10,000.

The October 21, 2010, edition of the TCR reported that according
the Company, the prior counsel was paid $10,000 prior to the
filing of its bankruptcy case.  As a result of the mistakes of
prior counsel in commencing this case for the Debtor, and then
filing papers that were incorrect, the Debtor believes that the
prior counsel didn't earn a fee.  The Debtor claims that it didn't
need bankruptcy relief.  According to the Debtor, the bankruptcy
filing has caused the Debtor damages, inter alia, credit
facilities that were available for the Debtor to perform its
management services have been shut down as a direct result of the
Debtor's bankruptcy filing.

              About Triangle Management Investments

Hollywood, Florida-based Triangle Management Investments, Inc. --
dba Hollywood Inn & Suites, LLC, et al. -- filed for Chapter 11
bankruptcy protection on October 7, 2010 (Bankr. S.D. Fla. Case
No. 10-40792).  Anna B. Middleton, Esq., who has an office in
Wilton, Florida, assisted the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.


TRIPEAK LLC: Section 341(a) Meeting Scheduled for Jan. 3
--------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of TriPeak,
LLC's creditors on January 3, 2011, at 11:00 a.m.  The meeting
will be held at Room 2610, 725 S Figueroa Street, Los Angeles, CA
90017.

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

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

Monterey Park, California-based TriPeak, LLC, filed for Chapter 11
bankruptcy protection on November 29, 2010 (Bankr. C.D. Calif.
Case No. 10-60945).  Roseann Frazee, Esq., at Frazee/Laron, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.


UC FARMS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: UC Farms, LLC
        P.O. Box 153
        Hereford, TX 79045

Bankruptcy Case No.: 10-20794

Chapter 11 Petition Date: December 3, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: J. Bennett White, Esq.
                  J. BENNETT WHITE, P.C.
                  P.O. Box 6250
                  Tyler, TX 75711
                  Tel: (903) 597-4300
                  Fax: (903) 597-4330
                  E-mail: sgardner@jbwlawfirm.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-20794.pdf

The petition was signed by Frank Cnossen.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cnossen Family Partnership            10-20793            12/03/10


UNION STREET: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Union Street Plaza Operations, LLC
          dba Hotel Indigo Nashville-Downtown
        P.O. Box 1767
        Mount Juliet, TN 37121

Bankruptcy Case No.: 10-13107

Chapter 11 Petition Date: December 3, 2010

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

Judge: Marian F Harrison

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: $1,021,971

Scheduled Debts: $17,696,245

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-13107.pdf

The petition was signed by Mark Lineberrry, president.


UNIVERISTY MILLENIUM: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Univeristy Millenium Park LLC
                  aka Sydney Mines Reclamation LLC
                      Sydney Mines Development Company LLC
                      SS Group Investments LLC
                      Darrell Hanson
                Patrick Lennon MacFarlane Ferguson et al
                201 N. Franklin Street, Suite 2000
                Tampa, FL 33602

Bankruptcy Case No.: 10-29022

Involuntary Chapter 11 Petition Date: December 2, 2010

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Pro Se

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Benjamin Handa                     Secured Note         $7,000,000
516 97th Avenue N
Naples, FL 34108

Frank Kristan                      Secured Note         $3,500,000
Box 1518
Williamsburg, VA 23187


VISHAY INTERTECHNOLOGY: Moody's Assigns 'Ba1' Rating on Loan
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Vishay
Intertechnology, Inc.'s new $450 million revolving credit
facility, which replaces the Company's $250 million revolving
credit facility that was due to mature in April 2012.  As part of
the ratings action, Moody's also affirmed Vishay's Ba3 Corporate
Family Rating and Probability of Default Rating, its SGL-1
speculative grade liquidity rating, and maintained the positive
ratings outlook.  The ratings for the Company's previous revolving
credit facility and term loan have been withdrawn as the
facilities have been repaid and terminated.

Moody's has taken these rating actions:

Issuer: Vishay Intertechnology Inc.

* Corporate family rating -- Ba3, Affirmed

* Probability-of-default rating -- Ba3, Affirmed

* $450 million Senior Secured Revolving Credit Facility due 2015 -
  - Assigned, Ba1, LGD2 - 19%

* $250 million Senior Secured Revolving Credit Facility due 2012 -
  - Withdrawn, previously rated Ba1, LGD2, 16%

* $75 million Senior Secured Term Loan due 2011 -- Withdrawn,
  previously rated Ba1, LGD2, 16%

* Speculative Grade Liquidity -- SGL-1, Affirmed

* Outlook -- Positive

                        Ratings Rationale

The Ba3 Corporate Family Rating continues to reflect Vishay's good
operating scale, diverse product portfolio and moderate financial
risk, including very good liquidity and strong free cash flow
generation, which partially offset the risks of high demand and
price volatility endemic in the Semiconductor industry,
particularly in mature products.  The rating is supported by
Vishay good market position as a manufacturer and supplier of a
broad range of semiconductors and passive electronic components
and its well-diversified end-markets, which include industrials,
telecommunications, automotive, computer and consumer electronics.

Moody's estimates that excluding the effect of Vishay Precision
Group's spin-off in July 2010, Vishay's Debt/LTM EBITDA leverage
(Moody's adjusted) was approximately 1.8x.  The rating is strongly
supported by the Company's commitment to manage total debt-to-
EBITDA leverage below 2.5x (pro forma for future acquisitions),
which mitigates the event risk and uncertainty in the Company's
acquisitions strategy that has at times been aggressive.

The key risks affecting Vishay's Corporate Family Rating are the
highly cyclical demand patterns and the sustained pressure on
average selling prices in the semiconductor industry.  While
Vishay's operating margins and free cash flow have benefited from
the favorable pricing environment amid strong end-market demand in
recent periods, Moody's believes that further improvements in
margins will likely be limited to gains from operating
efficiencies, as the majority of Vishay's portfolio consists of
commodity electronic components.  In addition, high levels of
investments in manufacturing capabilities and R&D driven by
competition will continue to consume a large portion of cash
flows.

The positive ratings outlook considers potential for further
ratings momentum should the Company demonstrate improved free cash
flow generation and deleveraging driven by organic EBITDA growth.
The outlook incorporates Moody's expectations that Vishay will
maintain ample liquidity and lowly leveraged balance sheet to
offset potential revenue volatility and pursue a disciplined
acquisition strategy.

Moody's could upgrade Vishay's ratings if its cash flow from
operations improve through sustainable increase in profitability,
it maintains good liquidity and its balance sheet remains strong.
Specifically, upward rating pressure could develop if Vishay could
sustain debt-to-EBITDA under 2.0x (Moody's adjusted),
incorporating considerations for cyclical nature of the industry,
and its free cash flows exhibit greater stability.

Conversely, the ratings could be downgraded if Vishay's operating
performance falls short of expectations and/or industry operating
conditions deteriorate such that debt-to-EBITDA exceeds 3.5x
(Moody's adjusted) for a protracted period of time.  In addition,
weak liquidity, deteriorating profitability and challenges in
integrating acquisitions could pressure the ratings downward.

The most recent rating action on Vishay was on August 17, 2010,
when Moody's assigned Ba1 ratings to Vishay's senior secured
credit facilities.

Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one
of the largest manufacturers and suppliers of discrete passive and
active electronic components.  On July 6, 2010, Vishay completed
the previously announced spin-off of Vishay Precision Group.
Excluding VPG's revenues, Vishay generated nearly $2.6 billion in
revenue in the twelve months ended October 2, 2010.


VITRO SAB: Noteholders Ask Court to Block Non-Consensual Exchange
-----------------------------------------------------------------
The Ad Hoc Group of Vitro Noteholders, which is comprised of
holders of approximately $700 million of the Senior Notes issued
by Vitro S.A.B. de C.V. disclosed that certain of its members have
filed requests for injunctions and petitions seeking the opening
of involuntary reorganization proceedings in Mexico against Vitro
and its Mexican subsidiaries that are guarantors of the Senior
Notes.  The petitions were filed last week, pending determination
by the presiding court of certain preliminary matters raised by
the petitioning creditors, who are being represented in the
actions by Jaime R. Guerra Gonzalez and Jesus Angel Guerra Mendez
of Guerra Gonzalez y Asociados, S.C.

Vitro has been in default on its Senior Notes and has not made
payment thereon for nearly two years.  Negotiations for a
consensual restructuring between Vitro and the Ad Hoc Noteholder
Group broke down in the fall.  Vitro then commenced solicitation
of votes on an exchange offer that had not been agreed to by the
Ad Hoc Noteholder Group and did not provide for the payment in
full of Vitro's unsecured debts, including the Senior Notes,
despite leaving in place Vitro's current shareholders. Shortly
thereafter, Vitro announced its intention to impose the deal on
its noteholders, even if they rejected it, by causing over $1.9
billion of intercompany claims (substantially all of which were
reportedly created within the past year, according to Vitro) to
vote to accept the deal.  According to Vitro, such insider voting
would make the unsecured class an accepting class even if a
majority of noteholders rejected it.

The Ad Hoc Noteholder Group has consistently announced its
opposition to the deal and has confirmed that its members, who
hold or are advisors to holders of nearly 60% of Vitro's Senior
Notes, have agreed not to accept the proposed exchange.  A subset
of the group commenced involuntary U.S. bankruptcy cases in
November against Vitro's U.S. subsidiary guarantors.  The
presiding judge has ordered the U.S. subsidiaries to provide
discovery to the noteholders on an expedited basis.

The foregoing shall not be construed as tax, legal, business,
financial, accounting or other advice, and noteholders are
encouraged to consult their own advisors.

Sincerely,

Ad Hoc Noteholder Group

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund,
Inc., Davidson Kempner Distressed Opportunities Fund LP, and
Brookville Horizons Fund, L.P., commenced involuntary bankruptcy
cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro
Asset Corp. -- aka American Asset Holding Corp., Imperial Arts
Corp., VK Corp., and Oriental Glass, Inc. -- on November 17, 2010
(Bankr. N.D. Tex. Case No. 10-47470).

Affiliates Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex.
Case No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto
Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings,
LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485) are also subject to
involuntary petitions by the petitioning creditors.


WALTER RIZER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Walter Holler Rizer, Jr.
         aka Walter Rizer
         aka Walter H. Rizer, Jr.
         aka Walter H. Rizer
         aka Walter Rizer, Jr.
        107 Galyn Drive
        Brunswick, MD 21758

Bankruptcy Case No.: 10-37446

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Augustus T. Curtis, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: augie.curtis@cohenbaldinger.com

Scheduled Assets: $612,521

Scheduled Debts: $2,082,293

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37446.pdf


WALTERBORO CHRISTIAN: Case Summary & Creditors List
---------------------------------------------------
Debtor: Walterboro Christian Center, Inc
          dba J&J Learning Center
          fdba Thy Kingdom Come Fun Park
        P.O. Box 1673
        Walterboro, SC 29488

Bankruptcy Case No.: 10-08631

Chapter 11 Petition Date: December 3, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Elizabeth M. Atkins, Esq.
                  778 St. Andrews Boulevard
                  Charleston, SC 29407
                  Tel: (843) 763-0333
                  E-mail: ematkins2000@yahoo.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/scb10-08631.pdf

The petition was signed by Ja-Don Buckner, president.


WASHINGTON LOOP: Sues First Central for Failed Funding
------------------------------------------------------
Michael Braga at Herald-Tribune reports that Washington Loop LLC
sued First Central Mortgage Funding of Toronto in U.S. District
Court in Fort Myers, Florida, for failing to fund a $17.4 million
loan commitment.  The lawsuit was filed before the Company filed
for Chapter 11 bankruptcy protection.

According to the report, the lawsuit claimed that the Company's
principals, Sandy Hutchens and Jennifer Hutchens, assumed multiple
identities in order to trick the managers of Washington Loop into
thinking they had secured enough money to pay off their
outstanding loans and proceed with their residential development
on 250 acres off Washington Loop road in Punta Gorda.  But
Washington Loop said it never got money from First Central
Mortgage.

Washington Loop said it paid $223,000 to First Central Mortgage in
fees and expenses, and is now accusing the Canadian mortgage
company of fraud, conspiracy and breach of contract, says Ms.
Braga.

Based in Punta Gorda, Florida, Washington Loop LLC filed for
Chapter 11 bankruptcy protection on Nov. 19, 2010 (Bankr. M.D.
Fla. Case No. 10-27981).  Lynn V. H. Ramey, Esq., at the Law
Offices of Lynn Ramey, represents the Debtor in its restructuring
efforts.  The Debtor estimated assets of less than $50,000 and
debts of between $10 million and $50 million in its Chapter 11
petition.


WASTE2ENERGY HOLDINGS: Issues $125,000 Sub. Conv. Debenture
-----------------------------------------------------------
On November 23, 2010, Waste2Energy Holdings Inc. sold in a private
placement a $125,000 12% Subordinated Convertible Debenture.  The
Debenture pays interest at a rate of 12%, which will be paid
quarterly and is convertible into the Company's Common Stock at
$.50 per share.  The maturity date of the Debenture is November
22, 2011.  The Company, the placement agent and Sichenzia Ross
Friedman Ference LLP have entered into an escrow agreement,
pursuant to which an amount equal to the interest payable on the
Debenture sold in the Private Placement has been placed into
escrow with the Escrow Agent and will be paid in accordance with
the terms of the Escrow Agreement.

Events of Default under the Debentures include but are not limited
to the following:

   i. any default in the payment of (A) the principal amount of
      any Debenture or (B) interest, liquidated damages and other
      amounts owing to a Holder on any Debenture, as and when the
      same shall become due and payable which default, solely in
      the case of an interest payment or other default under
      clauses (A) and (B) above, is not cured within 7 days;

  ii. a default or event of default shall occur under  the
      Subscription Agreement;

iii. any representation or warranty made in the Debenture or the
      Subscription Agreement, any written statement pursuant
      thereto or any other report, financial statement or
      certificate made or delivered to the Holder or any other
      Holder shall be untrue or incorrect in any material respect
      as of the date when made or deemed made; or

  iv. the Company or any Significant Subsidiary other than
      Enerwaste Europe shall be subject to a Bankruptcy Event.

If an Event of Default occurs, the outstanding Principal Amount of
the Debentures, plus liquidated damages and other amounts owing in
respect thereof through the date of acceleration, shall become, at
the Holder's election, immediately due and payable in cash at the
Mandatory Default Amount.  Commencing five days after the
occurrence of any event of default that results in the eventual
acceleration of the Debentures, the interest rate on the
Debentures shall accrue at a rate equal to the lesser of 17% per
annum or the maximum rate permitted under applicable law.

The Mandatory Default Amount means the sum of (a) the outstanding
principal amount of the Debenture, plus all accrued and unpaid
interest, divided by the Conversion Price on the date the
Mandatory Default Amount is either (A) demanded or otherwise due
or (B) paid in full, whichever has a lower Conversion Price,
multiplied by the VWAP on the date the Mandatory Default Amount is
either (x) demanded or otherwise due or (y) paid in full,
whichever has a higher VWAP, and (b) all other amounts, costs,
expenses and liquidated damages due in respect of the Debenture.

In connection with the sale of the Debentures, the Company also
issued warrants to purchase an aggregate of 125,000 shares of the
Company's common stock at an exercise price of $.50 per share.
The warrants terminate on November 22, 2013.

A registered broker-dealer and a member of the Financial Industry
Regulatory Authority was retained as the exclusive placement agent
for the Private Placement and was paid a commission of 10% of the
gross proceeds from the sale of the Debenture and a non-
accountable expense allowance of 3% of the gross proceeds from the
sale of the Debenture.

Upon each exercise of the Warrants, the broker-dealer will receive
a 10% commission and a 3% non-accountable expense allowance, and
will also be issued a three-year warrant exercisable to purchase
such number of shares of Common Stock, at $.50 per share, equal to
4.5% of the number of shares issued pursuant to the exercise of
the Warrants.

The placement agent will also be issued a warrant to purchase up
to 0.0375% of the fully-diluted outstanding shares of the
Company's Common Stock, exercisable at a price of $0.01 per share.

A full-text copy of the Securities And Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?707a

                  About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WEBSTER FINANCIAL: Fitch Upgrades Ratings, Gives Stable Outlook
---------------------------------------------------------------
Fitch Ratings has upgraded the long- and short-term ratings of
Webster Financial Corporation and its subsidiaries.  The Rating
Outlook is Stable.

Fitch's rating action reflects the prudent measures WBS has taken
to refine its balance sheet and enhance capital levels.  Even
following the partial TARP CPP repayment (which Fitch viewed
positively), WBS' regulatory capital levels remain strong and
provide more than sufficient coverage to absorb potential credit
costs.  Also serving as a positive ratings driver, while greatly
supporting the institution's risk profile, are the company's
robust reserve levels which materially exceed industry peers,
totaling 3.12% of total loans at Sept. 30, 2010.  Revenue streams
have remained steady while credit costs on a comparative basis
have declined allowing the company to return to profitability, as
earnings have grown consistently since 4Q'09.  NCOs have dropped
over 50% during 2010, as NCOs totaled 1.06% for 3Q'10, from 3.04%
for 4Q'09.  Both NPAs and delinquencies have improved to their
lowest levels since 2Q'09.

Although WBS possesses a large concentration in home equity (which
represents approximately 24% of total loans), credit stress has
been well contained.  Incorporated in this analysis, Fitch
employed various home equity stress scenarios as articulated in
the 'U.S. Banks' Home Equity Portfolios: A Revisit' special
report, dated June 9, 2010; the results of which fall in line with
the company's respective ratings.

Given the more stable geography of its markets and disciplined
underwriting in its continuing portfolio, Fitch expects credit
stress to remain at manageable levels.  Overall, the economy of
WBS's footprint has fared better than other regions during the
recession, as NPAs and NCOs at New England banks continue to run
at significantly lower levels than national averages.
Nonetheless, WBS's significantly enhanced reserve levels provide
ample coverage for the company's higher risk commercial and CRE
portfolios.  Based on Fitch's existing CRE stress tests (as
articulated in the agency's Special Report 'U.S. Bank CRE Exposure
Review' dated Nov. 16, 2009), Fitch believes WBS' capital and
reserve levels provide robust coverage for any potential CRE asset
quality deterioration and are consistent with the respective
ratings.

Also embedded in the rating action is the reduced regulatory
capital treatment for the company's trust preferred securities
under the Dodd-Frank Act, which is anticipated to reduce capital
modestly upon full phase-in.  While credit quality is anticipated
to remain pressured, WBS' financial performance is expected to
remain steady with sustained profitability.  The company's solid
liquidity and strong funding base also provide additional ratings
support.  Higher levels of tangible common equity with continued
earnings growth would be viewed positively by Fitch.  Conversely,
should non-performing asset levels and credit costs pressure
earnings and/or capital levels, negative rating actions could
ensue.

Headquartered in Waterbury, Connecticut with approximately $17.8
billion in assets, WBS' branch office coverage is dominated by a
heavy presence in Connecticut and to a lesser extent
Massachusetts, Rhode Island, and New York.  WBS maintains a
national presence through the company's asset-based lending and
equipment financing.

Fitch has upgraded these ratings with a Stable Outlook:

Webster Financial Corporation

  -- Long-term Issuer Default Rating to 'BBB' from 'BBB-';
  -- Senior Unsecured to 'BBB' from 'BBB-';
  -- Preferred Stock to 'BB+' from 'BB';
  -- Short-term IDR to 'F2' from 'F3'.

Webster Bank, NA

  -- Long-term IDR to 'BBB' from 'BBB-';
  -- Long-term deposits to 'BBB+' from 'BBB';
  -- Subordinated Debt to 'BBB-' from 'BB+';
  -- Short-term IDR to 'F2' from 'F3'.

Webster Capital Trust IV

  -- Preferred Stock to 'BB+' from 'BB'.

Webster Preferred Capital Corp

  -- Preferred Stock to 'BB+' from 'BB'.

In addition, Fitch has affirmed these ratings:

Webster Financial Corporation

  -- Individual at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.

Webster Bank, NA

  -- Short-term Deposits at 'F2';
  -- Individual at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.


WELLS FARGO: Capital Improvement Cues Moody's to Affirm Ratings
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
unsupported ratings of Wells Fargo & Company and its subsidiaries.
The upgrades reflect the company's continued improvement in its
capital position -- driven by better than expected retained
earnings -- which increases its flexibility to absorb future
credit costs.

The upgraded ratings include Wells Fargo Bank N.A.'s unsupported
bank financial strength rating, which was raised to C+ from C, as
well as the ratings on the company's hybrid securities, which are
linked to the unsupported BFSR.

The outlook on Wells Fargo's unsupported ratings is stable.

At the same time, Moody's affirmed its supported ratings on Wells
Fargo's deposits, senior debt, and senior subordinated debt.
These include Wells Fargo Bank N.A.'s deposit and senior debt
rating of Aa2 and senior subordinated debt rating of Aa3.  Also
affirmed were the A1 senior debt and A2 senior subordinated debt
ratings of the holding company, Wells Fargo & Company.

The supported ratings carry a negative outlook.  The supported
ratings still benefit from extraordinary ratings uplift based on
Moody's current systemic support assumptions on Wells Fargo.  The
negative outlook on these supported ratings, however, reflects
Moody's view that over time systemically important U.S. banks such
as Wells Fargo are less likely to receive government support in
the event of stress, in keeping with the tenets of the Dodd-Frank
Act, which was signed into law this summer.  Therefore, as the
rules and regulations related to the Dodd-Frank Act are
promulgated, the economic environment becomes less fragile, and
the risks of an attempted unwind of systemically important
institutions falls, Moody's is likely to reduce its systemic
support assumptions to pre-crisis, or even lower, levels.

Wells Fargo's guaranteed debt obligations issued under the FDIC's
TLGP program were unaffected by the actions, and remain rated Aaa.

Upgrades:

Issuer: Central Fidelity Capital Trust I

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: CoreStates Capital I

  -- Preferred Stock Preferred Stock, Upgraded to A3 from Baa1

Issuer: CoreStates Capital II

  -- Preferred Stock Preferred Stock, Upgraded to A3 from Baa1

Issuer: CoreStates Capital III

  -- Preferred Stock Preferred Stock, Upgraded to A3 from Baa1

Issuer: First Union Capital I

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: First Union Capital II

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: First Union Institutional Capital I

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: First Union Institutional Capital II

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Capital Trust I

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Capital Trust II

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Capital Trust III

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

Issuer: Wachovia Capital Trust IV

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Capital Trust IX

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Capital Trust V

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Capital Trust X

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wachovia Corporation

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

Issuer: Wachovia Preferred Funding Corp.

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

Issuer: Wells Fargo & Company

  -- Multiple Seniority Shelf, Upgraded to (P)Baa2, (P)Baa3 from
     (P)Baa3, (P)Ba1

  -- Multiple Seniority Shelf, Upgraded to (P)Baa2, (P)Baa3 from
     (P)Baa3, (P)Ba1

Issuer: Wells Fargo Bank Northwest, N.A.

  -- Bank Financial Strength Rating, Upgraded to C+ from C

Issuer: Wells Fargo Bank, N.A.

  -- Bank Financial Strength Rating, Upgraded to C+ from C

Issuer: Wells Fargo Capital II

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital IV

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital IX

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital VII

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital VIII

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital X

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital XI

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital XII

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital XIII

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

Issuer: Wells Fargo Capital XIV

  -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2

Issuer: Wells Fargo Capital XIX

  -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2

Issuer: Wells Fargo Capital XV

  -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1

Issuer: Wells Fargo Capital XVI

  -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2

Issuer: Wells Fargo Capital XVII

  -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2

Issuer: Wells Fargo Capital XVIII

  -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2

Issuer: Wells Fargo Capital XX

  -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2

Outlook Actions:

Issuer: Central Fidelity Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: CoreStates Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: CoreStates Capital II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: CoreStates Capital III

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: First Union Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: First Union Capital II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: First Union Institutional Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: First Union Institutional Capital II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust III

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust IV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust V

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Capital Trust X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wachovia Preferred Funding Corp.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo & Company

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Wells Fargo Bank Northwest, N.A.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Wells Fargo Bank, N.A.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Wells Fargo Capital II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital IV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital VII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital VIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XIV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XIX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XVI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XVII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XVIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Wells Fargo Capital XX

  -- Outlook, Changed To Stable From Rating Under Review

                        Ratings Rationale

The upgrade of Wells Fargo's unsupported ratings reflects the
company's improved capital position.  As a result, Wells Fargo now
has strong financial flexibility to deal with expected losses from
its large residential mortgage exposure, which stood at 43% of
total loans as of September 30, 2010.  Additionally, the company
now has an improved ability to manage an even more severe
environment for mortgage losses.

"An important consideration in the upgrade was that its capital
improvement enhances Wells Fargo's ability to respond to a
possible spike in credit costs even if the U.S. economy contracted
sharply", said Moody's Senior Vice President Sean Jones.  Under
this more stressful scenario, Moody's also assumed a spike in
credit losses related to repurchasing residential mortgages sold
to third parties.

In late 2008, in order to acquire Wachovia Corporation, Wells
Fargo took on extensive leverage at a time when it was facing
significant life-time losses against its large residential
mortgage portfolio.  Since then it has taken a high percentage of
these expected losses while building its capital on the back of
its relatively high earnings, and some sizable capital issuances.

Wells Fargo's improved capital position helps underpin its strong
franchise centered on its number two position in a direct retail
and commercial banking in the United States, supplemented by a
large residential mortgage business.  Since the Wachovia
acquisition, this business mix has generated consistent high core
profitability ratios and respectable net income profitability
ratios even though loan-loss provisions have been at elevated
levels.

"Wells Fargo's capital build since the Wachovia acquisition has
been impressive and has provided an improved ability to handle a
downside economic scenario" added Mr. Jones.

The stable outlook on the unsupported ratings reflects Wells
Fargo's increased ability to absorb the possibility of a near term
sharp contraction in the economy.  Upward rating pressure would
emerge if this ability was further enhanced by Wells Fargo
building its capital.  Moody's expects that Wells Fargo should
deliver substantial earnings, but also expects that initiatives by
management to reduce capital retention through stock repurchases
or increased dividends may be forthcoming -- and could thus temper
ratings improvements.

Moody's last rating action on Wells Fargo was on September 8,
2010, when it placed the company's unsupported ratings, including
its BFSR and the ratings on its hybrid securities, on review for
possible upgrade.

Wells Fargo & Company is headquartered in San Francisco,
California and its reported assets were $1.2 trillion as of
September 30, 2010.


WOODSIDE GROUP: Has $101 Million Comprehensive Settlement
---------------------------------------------------------
Castellammare Advisors, LLC, trustee for the Woodside Litigation
Trust, has asked the U.S. Bankruptcy Court for the Central
District of California to approve a settlement that would resolve
and aid in the administration of the bankruptcy cases of Woodside
Group, LLC, et al.

The trustee relates that the settlement agreement, together with
the associated proposed settlement agreement with The Liberty
Liquidating Trust/Alameda Investments, LLC, provides for the
resolution of all claims between the former Debtors and their
former shareholders and senior management.

On November 26, the Alameda and Liberty Trusts, Ezra Nilson, as
representative for the Nilson Group, and the Litigation Trust,
among others, entered into a Settlement Agreement and Release that
provides for the settlement of all of the Liberty and Alameda
related claims and issues.  In addition, on the effective date of
the Liberty/Alameda Settlement Agreement, all of the Nilson Loan
Claims scheduled on Liberty's schedules of assets and liabilities
totaling $14.27 million will be transferred and assigned to the
Litigation Trust.  While the value of any the assigned claims to
the Litigation Trust is dependent upon the resolution of other
matters by the Liberty Trust and is likely to be quite limited (or
nonexistent), the assignment ensures that any available recovery
from the Liberty Trust will go to creditors rather than to the
former shareholders.

The proposed settlement provides for:

   -- dismissal of all pending litigation, including adversary
      proceedings;

   -- resolution of all outstanding claims and scheduled amounts
      relating to the former shareholders and senior management,
      including all pending and potential objections thereto;

   -- an immediate initial payment by certain members of the
      Nilson Group of approximately $98 million in cash, and a
      potential additional payments of approximately $3 million in
      cash, or total potential settlement payment of $101 million.

The Debtors need to resolve all of the causes of action and claims
at issue with, among others:

   a) the Litigation Trustee for the Litigation Trust;

   b) JPMorgan Chase Bank, N.A., individually and as
      administrative agent, Bank of America, N.A., KeyBank
      National Association, Regions Bank, Union Bank of
      California, N.A., Comerica Bank, Sun Trust Bank, Bank of the
      West, First Commercial Bank, Wells Fargo, N.A., U.SA. Bank
      National Association, Wachovia Bank, N.A.;

   c) Pleasant Hill Investments, LC;

   d) Woodside Group, LLC;

   e) PH Holding, LLC;

   f) Woodside Homes of Nevada, Inc.; and

   g) the Nilson Group.

The Debtors propose a hearing on the settlement on December 29,
2010, at 11:00 a.m.

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On August
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Harry D. Hochman, Esq., Jeremy V. Richards, Esq., Linda F. Cantor,
Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtors as counsel.

During 2007, the Woodside entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, disclosed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


W.R. GRACE: Proposes to Settle Massachusetts Tax Claims
-------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek authority from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to enter into a settlement agreement
resolving claims filed by the Commissioner of Revenue of the
Commonwealth of Massachusetts.

The Commissioner filed 36 claims for prepetition corporate taxes,
associated penalties and prepetition interest aggregating more
than $111 million.  The Debtors and the Commissioner have already
resolved 26 of the Claims.  Ten claims aggregating more than $35
million remain unresolved.

The Settlement Agreement allows the Commissioner a $15,001,905
allowed priority tax claim comprising of a $9,632,566 settled tax
amount and a $5,369,339 prepetition interest.  The amount will be
paid to the Commonwealth prior to January 31, 2011, in exchange
for the Commissioner agreeing to a postpetition interest amount of
$0.

The Debtors estimate that paying the Allowed Massachusetts
Priority Tax Claim Amount immediately instead of paying it on or
after the effective date of the Debtors' Plan of Reorganization
will save their estates more than approximately $7 million in
postpetition interest and the additional postpetition interest
that would otherwise accrue between year's end and the date on
which the Allowed Massachusetts Priority Tax Claim Amount is
ultimately paid.

Judge Fitzgerald will convene a hearing on January 10, 2010, to
consider approval of the request.  Objections are due December 23.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Presents Settlement with CNA Companies
--------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve a settlement they
entered into with Continental Casualty Company and Continental
Insurance Company.

The CNA Companies issued to one or more of the Debtors certain
policies of insurance that provide, or are alleged to provide,
insurance coverage for asbestos-related claims.  These policies
include three primary liability policies and 16 high-level excess
policies.  The excess policies provide a total of approximately
$158 million in aggregate limits for products/completed
operations.

The CNA Companies and the Debtors have been engaged in multiple
coverage litigations over the past 25 years and have previously
entered into five separate settlement agreements that address
certain disputes regarding certain aspects of various of the
policies.  Significant coverage issues, however, remain in dispute
between the parties.  In addition, the CNA Companies have filed
numerous proofs of claim in the Debtors' Chapter 11 cases and have
objected to the confirmation of the Debtors' Plan of
Reorganization.

Following extensive negotiations lasting well over a year, the CNA
Companies and the Debtors, with the support of the Asbestos
Personal Injury Future Claims Representative and the Official
Committee of the Asbestos Personal Injury Claimants, have entered
into the settlement to effectuate both a comprehensive resolution
of all remaining disputes with respect to the "Subject Policies"
and the withdrawal of the CNA Companies' objections to
confirmation of the Plan.

Pursuant to the Settlement, the CNA Companies agree to pay $84
million to the Asbestos PI Trust in seven annual installments.
The first payment is due within 30 days of the effective date of
the Plan, with the remaining six payments due on the first through
sixth anniversary dates of the effective date.

The Settlement resolves all disputes relating to any alleged
remaining coverage and other obligations of the CNA Companies, as
well as any alleged obligations of the Debtors, under the Subject
Policies.  The Subject Policies covered by the settlement include
all known and unknown policies, or portions of the policies,
issued to a Grace Party by any of the CNA Companies with a policy
period incepting prior to June 30, 1985, that actually or
potentially provide insurance coverage for any Asbestos-Related
Claims, except that the Subject Policies do not include any rights
or obligations under an insurance policy to the extent that those
rights or obligations pertain solely to coverage for Workers'
Compensation Claims.

The Settlement also resolves disputes relating to coverage for
Asbestos-Related Claims.  For purposes of the Settlement,
"Asbestos-Related Claims" include any claims made against the
Debtors or the Asbestos PI Trust, or any claims made against the
CNA Companies by reason of the CNA Companies' provision of
insurance or insurance services to the Debtors, based on or
arising out of the presence of, or exposure to, asbestos or
asbestos-containing vermiculite, or any products, materials, or
wastes containing asbestos or asbestos-containing vermiculite for
which any of the Debtors is alleged to be liable.  Asbestos-
Related Claims do not, however, include Workers' Compensation
Claims.

In addition, the Settlement resolves any potential disputes
relating to coverage for Asbestos-Related Claims under the 1984-85
policy and all post-June 30, 1985 insurance policies issued by the
CNA Companies to any of the Debtors.  The parties agree that these
policies exclude coverage for asbestos claims.

The CNA Companies also release any rights they have against the
Debtors, under the prior agreements or otherwise, to defense and
indemnity for Asbestos-Related Claims asserted against the CNA
Companies.  The CNA Companies relinquish any rights they have to
make Indirect PI Trust Claims against the Asbestos PI Trust should
the CNA Companies be held liable to a third party for injuries
caused by that third party's exposure to asbestos or asbestos-
containing vermiculite for which any of the Debtors are alleged to
be liable.

Under the Settlement, the Asbestos PI Trust, under certain
circumstances, will seek to enforce the application of the
Asbestos PI Channeling Injunction against any Asbestos-Related
Bodily Injury Claims that may be made against the CNA Companies by
third parties, up to a limit of $1 million in litigation costs.
Should any of those claims not be enjoined, or if they are
resolved under certain circumstances, then the Asbestos PI Trust
will indemnify the CNA Companies for any settlements entered into
by the CNA Companies or judgments entered against them with
respect to Asbestos-Related Bodily Injury Claims, up to $13
million.  Thus, the maximum amount that the Asbestos PI Trust
could incur in respect of those obligations is $13 million.

Pursuant to the Settlement, the CNA Companies will immediately
suspend prosecution of their objections to the Plan, to
Confirmation of the Plan, and to the Debtors', the Asbestos PI
Committee's, or the Asbestos PI FCR's motions or applications
pending in the case, and will suspend prosecution of Claim Nos.
13966 to 14027 to the extent these claims relate to Asbestos-
Related Claims.

Upon final approval of the Settlement, the CNA Companies will
withdraw all of their objections to the Plan and consent to the
assignment of Asbestos Insurance Rights to the Asbestos PI Trust.
Claim Nos. 13966 to 14027 will be deemed withdrawn with prejudice
to the extent they relate to Asbestos-Related Claims.

The Settlement further provides that, upon the Asbestos PI Trust's
receipt of the Initial Payment, the Subject Policies will be sold
to the CNA Companies free and clear of all liens, claims and
encumbrances.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Asks for OK of Deal with Swiss Reinsurance
------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve a settlement
agreement and mutual release they entered into with Swiss
Reinsurance Company Limited and European Reinsurance Company of
Zurich Limited, formerly known as European General Reinsurance
Company of Zurich Limited.

Swiss Re issued six policies of excess liability insurance that
provide, or are alleged to provide, insurance coverage to Grace.
The Subject Policies provide coverage of $11 million in the
aggregate for products or completed operations.

Grace has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims, for which Grace seeks coverage under the Subject Policies.
Disputes have arisen between Grace and Swiss Re regarding their
rights and obligations under the Subject Policies with respect to
coverage for asbestos-related claims.

To resolve the disputes, the Debtors and Swiss Re entered into the
Agreement.  According to the Debtors, the Agreement confers these
benefits to their estates:

  (a) The payment of Swiss Re to the Asbestos Personal Injury
      Trust of $6,750,000 within 30 days of the "trigger date"
      as defined in the Agreement.

  (b) The payment of the amount by Swiss Re without the need for
      litigation to enforce the assignment by Grace to the Trust
      of rights under the Subject Policies.

  (c) A compromise of defenses that Swiss Re might have with
      respect to coverage for any individual Asbestos PI Claim.

The Agreement also includes a complete, mutual release of all
claims under the Subject Policies and is structured as a sale of
property pursuant to Section 363 of the Bankruptcy Code.

The Agreement provides that if the Debtors' Plan of Reorganization
is confirmed, the Trust, at its own expense, will enforce the
Asbestos PI Channeling Injunction with respect to Asbestos PI
Claims subject to the Asbestos PI Channeling Injunction that are
asserted against Swiss Re under the Subject Policies, provided
that the Trust's obligation in this respect is limited to
expending a sum not to exceed the amount received by the Trust in
settlement.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


X-RITE INCORPORATED: Moody's Upgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded X-Rite, Incorporated's
corporate family rating to B2 from B3 and the rating on the first
lien senior secured credit facilities to B1 from B2.  The
probability-of-default rating was affirmed at B3.  The rating on
the second lien term loan was withdrawn following its recent
redemption.  The ratings outlook was revised to positive from
negative.  The speculative grade liquidity rating was upgraded to
SGL-2 from SGL-3.

Ratings upgraded:

  -- Corporate family rating to B2 from B3;

  -- $40 million senior secured revolving credit facility due 2012
     to B1 (LGD3, 31%) from B2 (LGD3, 42%);

  -- $131 million first lien senior secured term loan due 2012 to
     B1 (LGD3, 31%) from B2 (LGD3, 42%).

Rating affirmed:

  -- Probability-of-default rating at B3.

Rating withdrawn:

  -- Second lien senior secured term loan due 2013 at Caa2 (LGD6,
     91%).

                        Ratings Rationale

The upgrade acknowledges X-Rite's improved operating performance
and reflects Moody's expectation of continued organic
revenue/earnings growth and sustained operating margins.  The
upgrade also considers improved end-market conditions and global
demand trends.

X-Rite's B2 corporate family rating reflects modest scale, the
cyclicality of the business as evidenced by the significant
contraction that occurred in 2009, and limited asset protection
from a very small base of tangible assets.  Notwithstanding these
concerns, the rating is supported by the company's moderate
leverage with debt to EBITDA below 4.5 times, good interest
coverage metrics, its competitive position as a full range
provider of color management systems and solutions, good
geographic diversity, material cost reduction activities, modest
capital expenditure requirements, and positive cash flows.  The
rating also derives support from the relatively stable competitive
landscape, the mission-critical nature of its products with high
switching costs, and its large installed base of customers.

The positive outlook reflects Moody's expectation that X-Rite will
continue to organically expand its revenues and earnings near-
term.

Absent an exogenous event, X-Rite's ratings could be upgraded if
it maintains profitability levels such that debt to EBITDA is
sustained below 4.0 times and continues to generate positive free
cash flow while maintaining a conservative financial policy with
respect to acquisitions and shareholder enhancement activities.
While recognizing the potential for an upgrade of the corporate
family rating to B1, additional ratings momentum is likely
constrained by the company's modest scale.

The ratings and/or outlook could be pressured if a deterioration
in end-market conditions causes operating performance to
deteriorate such that debt to EBITDA approaches 5.0 times or EBITA
coverage of interest expense falls below 1.5 times.  If the
company's liquidity profile weakens through reduced covenant
cushion or increased revolver borrowings, this could also pressure
the ratings.  While not expected, debt financed acquisitions or
aggressive shareholder enhancement activities could also pressure
the ratings and/or outlook.

The upgrade of the speculative grade liquidity rating to SGL-2
from SGL-3 reflects Moody's expectation that X-Rite's liquidity
profile will remain good in the near-term, supported by available
capacity under its revolving credit facility, expectations for
positive cash flow, good flexibility under financial covenants,
and modest near-term debt maturities.

The affirmation of the B3 probability-of-default rating, one level
below the corporate family rating incorporates a change to a 65%
recovery rate given that the capital structure now largely
consists of first lien bank debt following the recent redemption
of the second lien term loan, consistent with Moody's Loss Given
Default Methodology.

X-Rite, Incorporated, headquartered in Grand Rapids, Michigan, is
a provider of color measurement systems offering hardware,
software, and support solutions that ensure color accuracy.  For
the twelve months ended October 2, 2010, X-Rite reported sales of
approximately $214 million.


* Consumer Bankruptcy Filings Drop 13% in November
--------------------------------------------------
U.S. consumer bankruptcy filings totaled 114,587 nationwide during
November, a 13.3% drop from the 132,173 total consumer filings
recorded in October, according to ABI, relying on data from the
National Bankruptcy Research Center.


Dow Jones' Small Cap reports that many struggling companies tapped
robust debt markets this year to stave off final reckonings.  But
a flurry of recent bankruptcy filings suggests the corporate
carnage set off by the financial crisis isn't done yet, according
to Dow Jones.


* Mounting State Debts Stoke Fears of a Looming Crisis
------------------------------------------------------
American Bankruptcy Institute reports that while no state has
defaulted since the Great Depression, and only a handful of cities
have declared bankruptcy or are considering doing so, the finances
of some state and local governments are so distressed that some
analysts say they are reminded of the debt crisis hitting nations
in Europe.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: November 30, 2010



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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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