TCR_Public/101210.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 10, 2010, Vol. 14, No. 342

                            Headlines

15-35 HEMPSTEAD: U.S. Trustee Forms 5-Member Creditors Committee
556 HOLDING: Now Seeks Dismissal After Building Sold
ABITIBIBOWATER INC: Emerges From Bankruptcy in Canada & U.S.
AD SYSTEMS: Case Summary & 4 Largest Unsecured Creditors
ADVANTAGE SALES: S&P Assigns 'B+' Corporate Credit Rating

ALISO COMMONS: Case Summary & 6 Largest Unsecured Creditors
ALLIANT HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating
AMERICAN CAPITAL: S&P Gives Stable Outlook, Affirms 'B-' Rating
AMERICAN HOME: U.S. Attorney's Office Looks Into Possible Fraud
AMERICANWEST BANCORP: Court OKs Sale of AmericanWest Bank

AMERISOUTH V: Voluntary Chapter 11 Case Summary
AMSCAN HOLDING: Completes Refinancing with New $675MM Term Loan
ARJUN HOSPITALITIES: Voluntary Chapter 11 Case Summary
ARVINMERITOR INC: Business Transformation Substantially Complete
ARVINMERITOR INC: Body Systems Sale Closing Date Set for Jan. 3

ASSOCIATED MATERIALS: Posts $19.41-Mil. Net Income in 2010 Q3
BAKHTAVER IRANI: Case Summary & 20 Largest Unsecured Creditors
BANNING LEWIS: Secures $3.5 Million of DIP Financing
BEARINGPOINT INC: Unsecured Creditor Pool Reduced to $793 Mil.
BERNARD L MADOFF: Picard Sues Maxam Fund, Manzke for $100MM

BERNARD L MADOFF: Suit vs. Kin, Directors Filed in U.S. & U.K.
BERNARD L MADOFF: Picard Sues Richard Glantz, Family for $113MM
BERNARD L MADOFF: Bank Suits Questionable, Weil's Miller Says
BINH VAN NGUYEN: Suit v. Regions Bank Goes to State Court
BLACK ELK: S&P Assigns 'B-' Corporate Credit Rating

BOISE PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3'
BOSTON GENERATING: Creditors Sue Banks Over Loans
BRUCE CRAIG: Case Summary & 20 Largest Unsecured Creditors
CALIFORNIA COASTAL: Strikes Plan Support Deal With Lenders
CAPITAL HOME: Case Summary & 15 Largest Unsecured Creditors

CAPMARK FIN'L: Court Won't Drag Berkadia in Discrimination Suit
CAREVIEW COMMUNICATIONS: Restates 10-Q; 3rd Qtr. Net Loss $6.6MM
CARIBBEAN PETROLEUM: Has Green Light to Reject Franchisees' Deals
CARLTON GLOBAL: Section 341(a) Meeting Scheduled for Jan. 7
CASCADIA PARTNERS: Files Schedules of Assets & Liabilities

CASCADIA PARTNERS: Asks for Approval of Scott Kroner as Counsel
CATHOLIC CHURCH: Committee Says Jai Ruling Shows Miscalculation
CATHOLIC CHURCH: Court OKs Young Conaway's $824,000 in Fees
CATHOLIC CHURCH: Del. Committee Wins OK to Hire Appellate Counsel
CATHOLIC CHURCH: Morgan Lewis Okayed as Pension Counsel

CC MEDIA: S&P Raises Ratings on Secured Debt to 'CCC+'
CHRYSLER FINANCIAL: Said to Be Close to a Deal with TD Bank
CIENA CAPITAL: Implements 50% Unsecured Creditor Plan
CNO FINANCIAL: S&P Assigns 'B-' Rating to $300 Mil. Senior Notes
COOPER COMPANIES: Moody's Raises Corporate Family Rating to 'Ba2'

DANA CORP: DBSI, SPCP Can Recoup Damages for Reduced Claims
DAUFUSKIE ISLAND: Notices of Appeal Don't Stall Bankruptcy
DELPHI CORP: Hearing on Final Decree for 5 Cases on December 16
DELPHI CORP: Objectors Say Filing of Amended Suits "Futile"
DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating

DUNE ENERGY: Has $40-Mil. Replacement Term Loan from Wayzata
DYNAVAX TECHNOLOGIES: Has Safety Data for Flu Vaccine Component
EASTERN LIVESTOCK: Creditors Seek Bankruptcy for Firm Amid Probe
EDITH AVANZADO: Case Summary & 20 Largest Unsecured Creditors
ERIE PLAYCE: Harris May Get Payments Under Nondefault Rate

EVERGREEN SOLAR: Unveils Comprehensive Recapitalization Plan
EXIDE TECHNOLOGIES: Asks for Oral Arguments on EnerSys Plea
EXIDE TECHNOLOGIES: Court Expunges Chloride Group Claim
EXTENDED STAY: Five Mile Files Application for $2.5-Mil. Claim
EXTENDED STAY: Starwood Brief in Reimbursement Case Due May 19

EXTENDED STAY: Former Owners Sued Over $100-Mil. Guaranty
FAIRDALE LANE: Voluntary Chapter 11 Case Summary
FT SILFIES: Settles IRS' Claims for Heavy Vehicle Use Taxes
FULTON HOMES: Adjourns Plan Hearing to Talk with Lenders
GENERAL GROWTH: New GGP Plans to Refinance Mortgages

GENERAL MOTORS: Asked Huge Warranty Payments, Says Delphi Ex-CEO
GENERAL MOTORS: Creditors Panel Backs Asbestos Claims Estimation
GENERAL MOTORS: NUMMI Sues Old GM for Abandoning Contract
GENERAL MOTORS: Plan Outline Approved After Objections Addressed
GENERAL MOTORS: Toyota Sues for $74MM for Breach Under NUMMI Deal

GOBIND MADAN: Case Summary & 9 Largest Unsecured Creditors
HARRISBURG, PA: Officials Fail to Budget 2011 Debt Payments
HFG 231: Dispute With EF-43 Resolved; Ch. 11 Case Dismissed
INNKEEPERS USA: Dec. 16 Hearing on LNR Suit to Replace Midland
INVISTA BV: Moody's Reviews 'Ba2' Corporate Family Rating

ISE CORP: Wants March 8 Extension of Plan Proposal Period
JAMESTOWN LLC: Chapter 11 Reorganization Case Dismissed
JEVIC TRANS: R.I. Court Rules on 2001 Road Mishap Suit
KAMAYAN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
L A C INVESTMENTS: Voluntary Chapter 11 Case Summary

LA JOLLA: Pfenex CEO Named to Board of Directors
LACK'S STORES: TAps DJM Realty to Dispose of All Store Facilities
LANDAMERICA FINANCIAL: Can Keep 'Privileged' Docs. From CDC
LAXMIKRUPA HOSPITALITY: Case Summary & 6 Largest Unsec Creditors
LEE JUNDANIAN: Deadline to File Dispositive Motions Extended

LEHMAN BROTHERS: 2nd Circuit Bars SunCal From Pursuing Lawsuit
LEHMAN BROTHERS: Zurich, 2 Others to Pay D&Os' Legal Fees
LEHMAN BROTHERS: Stipulation on State Street Bank Action Approved
LITTLE TOKYO: Gets Court OK to Hire Troutman as Litigation Counsel
LUIS VAZQUEZ: Case Summary & 18 Largest Unsecured Creditors

LUZ ROMAN: Case Summary & 3 Largest Unsecured Creditors
MAGIC BRANDS: Creditors Oppose Luby's Revision of Sale Terms
MARION MCBRYDE: Case Summary & 20 Largest Unsecured Creditors
MCBRYDE FAMILY: Case Summary & 7 Largest Unsecured Creditors
MIRAMAX FILM: Debt Structure Change Cues Moody's 'Ba2' Rating

MNK PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
MONTGOMERY HOSPITALITY: Suit v. Manager Stays in District Court
MORTON & PORTER: Voluntary Chapter 11 Case Summary
MOUNTAIN PROVINCE: Files Technical Report on Gahcho Kue Project
MUSTANG HOMES: Case Summary & 20 Largest Unsecured Creditors

NALCO CO: Moody's Assigns 'Ba2' Rating to $1 Billion Notes
NALCO CO: S&P Affirms Corporate Credit Rating at 'BB-'
NILO ESCALANTE: Case Summary & 13 Largest Unsecured Creditors
NORTHLAND INVESTMENTS: Hearing on Case Dismissal Set for Dec. 21
NXT NUTRITIONALS: Extends Start of Notes' Monthly Redemptions

NYC OFF-TRACK: Shutting Down after State Senate Negative Vote
NYC OFF-TRACK: Shutters Doors After Senate Fails to Approve Bill
OAKS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
OAKS OF TRAVIS: Voluntary Chapter 11 Case Summary
OLIVE BRANCH: Case Summary & 20 Largest Unsecured Creditors

OPTI CANADA: Board Approves $150-Mil. Capital Program for 2011
OSCAR ANDRADE: Case Summary & 14 Largest Unsecured Creditors
PALANCA PROPERTIES: Voluntary Chapter 11 Case Summary
PAUL WALLACE: Wins OK to Sell 525 Harris to BofA for $7.8-Mil.
PAUL WALLACE: MOA's Meeting of Creditors Reset to February 16

PENN OCTANE: Closes Rio Vista Sale Deal After Amendment
PETTERS CO: Judge Lifts Automatic Stay From Polaroid Suits
POLAROID CORP: Lance Bass Sued for Fraudulent Transfer
POSITRON CORP: Reports $294,000 Net Income in Sept. 30 Quarter
PPS PROPERTIES: Has $721,913 Secured Debt to Sterling

PRICE'S PREFERRED: Case Summary & 20 Largest Unsecured Creditors
PROVO CRAFT: S&P Puts 'B' Rating on CreditWatch Negative
RADIENT PHARMA: Shareholders Vote In Favor of Stabilization Plan
RADIO ONE: Moody's Confirms 'Caa1' Corporate Family Rating
ROCK US: Sale of Office Tower in Manhattan Closes for $93.5MM

SALERNO PLASTIC: Chapter 15 Case Summary
SAUL ROWEN: Case Summary & 5 Largest Unsecured Creditors
SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating to $500 Mil. Notes
SEAGATE HDD: Moody's Assigns 'Ba1' Rating to $500 Mil. Notes
SEAGATE HDD: S&P Assigns 'BB+' Rating to $500 Mil. Senior Notes

SEALY CORP: Kohlberg Kravis' Stephen Ko Resigns from Board
SEAN COUTTS: Case Summary & 20 Largest Unsecured Creditors
SHELDRAKE LOFTS: Wants April 7 Plan Proposal Exclusivity Extension
SHERWOOD FARMS: Secured Creditor Wants Trustee to Take Over
SHILO INN: Case Summary & 20 Largest Unsecured Creditors

STERLING FINANCIAL: Extends Rights Plan to Preserve Tax Assets
STONE SURFACES: Banks Extend Cash Collateral Use Until Feb. 28
STOR-TYME SELF: Case Summary & 12 Largest Unsecured Creditors
SUNCAL COS: 2nd Circuit Blocks Suit v. Lehman Brothers
SUPERVALU INC: Moody's Downgrades Corporate Family Rating to 'B1'

SUSQUEHANNA REGIONAL: Moody's Keeps 'Ba1' Subordinate Lien Ratings
SWORDFISH FINANCIAL: Incurs $795,962 Net Loss in First 9 Months
SYNIVERSE HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
TAMARACK RESORT: Banc of America Wants to Repossess 2 Chairlifts
TARGUS INFORMATION: Moody's Assigns 'B1' Corp. Family Rating

TERREL REID: Court Dismisses Chapter 11 Bankruptcy Case
TIB FINANCIAL: Shareholders OK Proposals at Special Meeting
TRICO MARINE: Seeks Court Approval of Deal with Noteholders
TRICO MARINE: Shipping Amends Consent Solicitation Expiration Date
TRIDIMENSION ENERGY: Completes Sale of All Oil and Gas Assets

TROPICANA ENTERTAINMENT: Court OKs $6.7 Million in Fees
TROPICANA ENTERTAINMENT: Court OKs Ernst & Young's $270,000 Fees
TRIBUNE CO: Akin Gump Says Disqualification Request "Unwarranted"
TRIBUNE CO: Committee Files Preference Suits vs. 212 Parties
TRIBUNE CO: Files Preference Suits vs. 97 Counterparties

TRIBUNE CO: Removal Period Extended Until February 28
TRIBUNE CO: Step One Lenders Defend State Court Lawsuit
US AIRWAYS: S&P Affirms Corporate Credit Rating at 'B-'
VANGENT INC: S&P Gives Positive Outlook, Affirms 'B' Rating
VARGAS REALTY: Debtors Ratified Loan Transaction with Mortgagee

VILLAGE AT CAMP: Wants to Continue Cash Collateral Use
VITESSE SEMINCONDUCTOR: Posted $14.8-Mil. Net Income in Fiscal Q4
VITRO SAB: To File Concurso Plan in Mexico by December 16
VITRO SAB: Bondholders Given Limited Discovery in U.S.
VM ASC: Section 341(a) Meeting Scheduled for Jan. 21

VYTERIS INC: Former Pet DRx Chairman Named to Board of Directors
WALSH MOSS: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Plan Hearing Ends, Wait Begins for Ruling
WEGENER CORP: Panel OK Issuance of Common Stock Options
WESTERN STATES: Voluntary Chapter 11 Case Summary

WILLIAMS COAL: Has Royalty Income of $1.48MM in Sept. 30 Quarter
WIRECO WORLDWIDE: Moody's Cuts Ratings on Senior Loan to 'Ba3'
WIRECO WORLDGROUP: S&P Affirms 'B+' Corporate Credit Rating
WORKERS CORP: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Completes Acquisition of Synthetech

W.R. GRACE: Presents at Citi Basic Materials Symposium
ZALE CORP: Reports $97 Million Net Loss in October 31 Quarter

* Sarah R. Borders Named to King & Spalding's Policy Committee
* Houston Law Grad Joins Hughes Watters Askanase

* BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership

                            *********

15-35 HEMPSTEAD: U.S. Trustee Forms 5-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of 15-35 Hempstead Properties, LLC, and
Jackson 299 Hempstead, LLC.

The Creditors Committee members are:

1. Atlantic City Electric Company
   Attn: Renee Suglia, Esq.
   800 No. King St., 5th Floor
   Wilmington, DE 19801
   Tel: (302) 429-3765
   Fax: (302) 429-3801

2. South Jersey Gas Company
   Attn: Steven Cocchi, Esq.
   1 So. Jersey Plaza
   Folsom, NJ 08037
   Tel: (609) 561-9000
   Fax: (609) 561-7130

3. Terry & Richard Reyes
   82 Sequoia Drive
   Coram, NY 11727
   Tel: (631) 474-2241

4. B&H Security
   Attn: Adam Kraemer
   10 Progress Street
   Union, NJ 07083
   Tel: (908) 277-0070 Extn. 145
   Fax: (908) 686-2513

5. Ambrose C. O'Donnell, Jr., P.E.
   Attn: Ambrose C. O'Donnell, Jr.
   36 Treetop Lane
   Egg Harbor Twp., NJ 08234
   Tel: (609) 813-2127
   Fax: (609) 813-2126

Atlantic City's Renee Suglia and Jersey Gas's Steven Cocchi are
co-chairpersons of the Creditors Committee.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

The Committee is represented by:

     Michael J. Viscount, Esq.
     FOX ROTHSCHILD, LLP
     1301 Atlantic Avenue, Suite 400
     Atlantic City, NJ 08401
     Tel: (609) 348-4515
     Fax: (609) 348-6834

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection on October 26, 2010 (Bankr. D. N. J. Case
No. 10-43178).  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, P.C., assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead LLC filed a separate Chapter 11
petition on October 26, 2010 (Bankr. D. N. J. Case No. 10-43180).

Jackson 299 Hempstead, LLC, owns a certain parcel of real property
at 101 Boardwalk in Atlantic City, New Jersey.  It filed for
Chapter 11 bankruptcy protection on October 26, 2010 (Bankr. D.
N.J. Case No. 10-43180).  Albert A. Ciardi, III, Esq., at Ciardi
Ciardi & Astin, P.C., assists Jackson 299 in its restructuring
effort.  Jackson 299 estimated its assets and debts at $10 million
to $50 million.

Affiliate 15-35 Hempstead Properties, LLC, filed a separate
Chapter 11 petition on October 26, 2010 (Bankr. D. N.J. Case No.
10-43178).


556 HOLDING: Now Seeks Dismissal After Building Sold
----------------------------------------------------
Dow Jones' Small Cap reports that 556 Holding LLC is now asking
the bankruptcy judge to dismiss its Chapter 11 case.

As reported in the Nov. 24, 2010, edition of the Troubled Company
Reporter, Judge Allan L. Gropper of the U.S. Bankruptcy Court in
Manhattan has approved the sale of the Debtor's main asset -- the
30,000-square-foot building that houses the Chelsea Art Museum --
to New York real-estate developer Albanese Development Corp.'s for
$19.35 million.  Lender Hudson Realty Capital, which had
previously fought for the right to sell the property, consented to
the sale, after reaching a deal that would give it $13.05 million
of the sale proceeds to cover payment for its claims.

According to Dow Jones, in the Motion to Dismiss, 556 Holding said
that it has "nothing left to gain" from lingering in Chapter 11
following the sale of its property.  The Debtor explained that
there's no reason for it to keep administering its bankruptcy
case, as the $19.35 million offer from Albanese Development is
expected to generate enough funds to pay creditors' claims in
full.

"The debtors believe that the dismissal of these Chapter 11 cases
is in the best interests of their estates because, among other
things, it will allow their estates to avoid incurring the
additional administrative expense attendant with confirmation of a
plan," 556 Holding said in papers filed Tuesday with the U.S.
Bankruptcy Court in Manhattan, the report notes.

                        About 556 Holding

556 Holding LLC is the entity that owns the building that houses
the Chelsea Art Museum.  The building was built in 1850 and
located in the Chelsea neighborhood on the west side of
Manhattan.  The building is worth $20 million, says 556 Holding.

New York-based 556 Holding LLC filed for Chapter 11 bankruptcy
protection on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14267).
Richard Engman, Esq., at Jones Day, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.

An affiliate, KDMJ Realty, Inc., filed a separate Chapter 11
petition on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14268).


ABITIBIBOWATER INC: Emerges From Bankruptcy in Canada & U.S.
------------------------------------------------------------
AbitibiBowater Inc. has successfully completed its reorganization
and has emerged from creditor protection under the Companies'
Creditors Protection Act in Canada and chapter 11 of the U.S.
Bankruptcy Code.

"Through our restructuring efforts, we have transformed this
organization and given AbitibiBowater a new future - one driven by
a Company-wide commitment to profitability and sustainability,"
stated David J. Paterson, President and Chief Executive Officer.
"By strengthening our competitiveness and dramatically improving
our financial position, AbitibiBowater has become one of the
lowest cost forest products companies in North America. We are now
a leaner, more flexible organization with a balanced product
portfolio, better able to create value for our stakeholders while
responding to the challenges of a tough industry with ongoing
market volatility."

Emergence from creditor protection represents the culmination of
efforts that were undertaken shortly after the combination of
Abitibi-Consolidated Inc. and Bowater Incorporated in order to
address fundamental changes in the marketplace.  Since 2007, the
Company has restructured itself both financially and operationally
in a way that has dramatically lowered its breakeven point,
having:

    - Streamlined its asset profile to top-performing facilities,
      closing or idling 3.4 million metric tons of paper capacity
      on an annual basis.  This represents capacity reductions of
      41% for newsprint and 32% for commercial printing papers.
      Wood products capacity was reduced by 21% over the same
      period.

    - Balanced its portfolio of products, reducing exposure to any
      one grade.  New production capacities on an annual basis are
      - newsprint: 3.3 million metric tons, commercial printing
      papers: 2.5 million metric tons, pulp: 1.1 million metric
      tons and wood products: 2.2 billion board feet.

    - Developed a flexible mill portfolio with a mix of U.S.,
      Canadian and international mills located strategically to
      efficiently serve our customers, supporting low-cost, on-
      time delivery and providing a natural currency hedge as well
      as the ability to adapt to changing market dynamics.

    - Completed a strategic review and sold non-core assets and
      land holdings for total aggregate proceeds of over $940
      million.

    - Reduced its debt burden by 88% from $6.8 billion to $850
      million, excluding approximately $239 million in non-
      recourse joint-venture debt for ACH Limited Partnership.
      This Company is currently in the process of evaluating the
      potential sale of ACH.

    - Eliminated $880 million of annual fixed costs, from $1,353
      million to $473 million.

    - Realized over $375 million in annualized synergies from
      Manufacturing efficiencies and SG&A reductions as well as
      procurement and logistics initiatives.

    - Entered into agreements with provincial authorities in
      Ontario and Quebec, reducing annual pension fund
      contributions by approximately $200 million.  These
      reductions have been made while registered pension
      plans continue to pay 100% of obligations to retirees and
      beneficiaries.  The Company will gradually move towards
      normalized solvency funding over a 10-year period.

    - Completed other initiatives that have materially improved
      AbitibiBowater's financial position, including: the
      repudiation or renegotiation of unfavorable contracts,
      creating savings of over $78 million and the settlement of a
      North American Free Trade Agreement (NAFTA) claim of C$130
      million for the expropriation of Company assets in
      Newfoundland and Labrador.

In noting the importance of this occasion, Alain Grandmont,
Executive Vice President, Human Resources and Supply Chain,
stated: "It brings me great pride in sharing this defining moment
in AbitibiBowater's history with our employees, union leadership,
customers, business partners and supporters, without whom this day
would not have been possible.  In the long process of our
turnaround, all of us have made sacrifices to place this
organization in the much stronger position it now enjoys.
AbitibiBowater values and appreciates the commitment all have
shown in helping us reach this point."

"The restructuring process has tested the strength of our
relations with our employees, unions, business partners and the
communities where we live and do business.  We will work hard to
renew positive relationships and build goodwill through a
commitment to be profitable as well as environmentally and
socially responsible," said Pierre Rougeau, Executive Vice
President, Operations and Sales.

"Our continuing investments in sustainable forest management,
renewable energy projects and reducing our environmental footprint
reflect AbitibiBowater's commitment to be an environmental
supplier of choice," added Yves Laflamme, Senior Vice President,
Wood Products.  "Moving forward, we remain committed to providing
exceptional value to our customers by delivering diversified,
innovative products and services that support our customer needs."

The path for AbitibiBowater to emerge from creditor protection was
set in motion following the entry of a confirmation order for the
Company's chapter 11 plan of reorganization by the U.S. Bankruptcy
Court for the District of Delaware and the sanction of the
Company's CCAA plan of reorganization by the Quebec Superior Court
on November 23 and September 23, 2010, respectively.

AbitibiBowater has closed $1,450 million in exit financing
facilities that will be used to repay remaining debtor-in-
possession credit facilities, honor obligations to secured
creditors, make other payments required upon exit from creditor
protection, and increase its already strong liquidity position. On
or about December 17, 2010, the Company will make certain initial
distributions to unsecured creditors in the form of new shares of
AbitibiBowater common stock in payment of allowed creditor claims.
Subject to official notice of issuance, the new shares will be
listed on the New York Stock Exchange and the Toronto Stock
Exchange.  Trading on the NYSE and TSX is expected to begin on
December 10, 2010 on a "when issued" basis under the symbol "ABH
WI", and "regular way" trading is anticipated to begin on December
20, 2010, the date of the initial distribution to unsecured
creditors, under the symbol "ABH".

"Our emergence from creditor protection marks the beginning of a
new AbitibiBowater.  We are committed to building on our sound
foundation by improving our business mix, reducing costs and
providing high-quality products.  I am confident that the
financial and operating restructuring we have completed provides
the framework for future success," added William G. Harvey,
Executive Vice President and Chief Financial Officer.

                 About AbitibiBowater Inc.

AbitibiBowater Inc. produces newsprint, commercial printing
papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's plan of reorganization under chapter 11 of the
U.S. Bankruptcy Code on November 22.  The Debtor also obtained
approval of its reorganization plan under the Canadian Companies'
Creditors Arrangement Act.  AbitibiBowater expects to emerge and
its plans to become effective in December.


AD SYSTEMS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ad Systems Communications Inc.
          fka NanoAsia Ltd.
        495 State Street, Suite 459
        Salem, OR 97301

Bankruptcy Case No.: 10-32725

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Estimated Assets: $0 to $50,000

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/nvb10-32725.pdf

The petition was signed by J. Michael Heil, CEO/chairman of the
board.


ADVANTAGE SALES: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard and Poor's has given 'B+' preliminary rating to Advantage
Sales & Marketing Inc. and a stable outlook.

Advantage Sales & Marketing Inc. is entering into a $900 million
first-lien credit facility and a $425 million second-lien term
loan to help finance its purchase by Apax Partners.

S&P is assigning a preliminary 'B+' corporate credit rating to the
company.

Concurrently, S&P is assigning a preliminary 'B+' issue-level
rating to the proposed first-lien credit facility and a
preliminary 'B-' rating to the proposed second-lien term loan.

The stable outlook reflects S&P's expectation that credit metrics
will improve as a result of both profit growth and debt reduction
with free cash flow in the near term.


ALISO COMMONS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aliso Commons Corner LLC
        P.O. Box 7029
        Capistrano, CA 92624

Bankruptcy Case No.: 10-27372

Chapter 11 Petition Date: December 8, 2010

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

Judge: Theodor Albert

Debtor's Counsel: Todd B. Becker, Esq.
                  LAW OFFICES OF TODD B. BECKER
                  3750 E. Anaheim Street, Suite 100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904
                  E-mail: veloz@toddbeckerlaw.com

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

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

The petition was signed by David Klein, agent with authority.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
North Valley Mall LLC                 10-19346            09/02/09
Richard and Lucy Parks                10-21738            08/23/10
M & Z Valley Associates               10-11079            01/29/10

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pierce Cooley Architects           Judgment Archetectual   $49,388
17280 Red Hill Drive               Fees
Irvine, CA 92614

Grubb & Ellis                      Real Estate             $37,640
4675 MacArthur Court               Commission
Newport Beach, CA 92660

Madison Street Partners            Real Estate             $15,000
8105 Irvine Center Court
Irvine, CA 92618

QMI Security Associate             Security                 $5,212

Robert Bunyon & Associates         Consultant               $2,514

CDPC                               Consulting Service         $655


ALLIANT HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
counterparty credit and 'CCC' senior unsecured ratings on Alliant
Holdings I Inc.  The outlook remains stable.

Standard & Poor's also assigned a 'B-' rating on Alliant's pending
$160 million senior secured term loan, which is due in 2014.  The
recovery rating on this issue is '3', which indicates its
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.

In addition, S&P revised its recovery rating on Alliant's existing
senior secured credit facilities to '3' from '2'.  As a result,
S&P lowered its ratings on these loans to 'B-' from 'B', in
accordance with its notching criteria for a recovery rating
of '3'.  The senior secured credit facilities consist of a
$368 million term loan B, a $56 million term loan C, and a
$60 million undrawn revolving credit facility.

The new term loan will rank pari passu with the company's existing
senior secured credit facilities and will be subject to the same
amended financial maintenance covenants.

Alliant will use the proceeds from the debt issuance to finance
two acquisitions: T&H Holdings, which provides property/casualty
brokerage services, and a California-based employee benefits
solutions provider.

S&P expects these acquisitions to enhance Alliant's competitive
position by creating greater geographic diversification and
by complementing its existing strategy of focusing on niche
programs.  The cost of these acquisitions will total approximately
$185 million, which Alliant will finance through the $160 million
term loan facility, balance sheet cash, and equity.  S&P does not
believe that the new debt issuance will change Alliant's debt-
servicing capabilities significantly.

"S&P believes that the company's leveraged balance sheet
constrains its financial flexibility," said Standard & Poor's
credit analyst John Iten.  "Pro forma for the two acquisitions,
Alliant will report debt to adjusted EBITDA of 5.9x and EBITDA
fixed-charge coverage of 2.2x at year-end 2010.  Nonetheless, the
rating also reflects the company's experienced management team,
diverse revenue base, peer-leading organic revenue growth rates,
and strong EBITDA margins."

S&P revised the senior secured recovery rating to '3' from '2' to
reflect the increase in the amount of first-lien debt outstanding
resulting from the new incremental senior secured term loan.  This
has lowered its recovery expectations for Alliant's secured
lenders.

Standard & Poor's expects Alliant to remain cash flow positive, to
meet its restrictive covenants for the remainder of 2010 and in
2011, and to successfully integrate the acquisitions into its
existing operations.  S&P expects Alliant to post an organic
revenue growth rate in the low single digits in 2010 as a result
of the currently soft property/casualty market pricing, downward
pressure on fees in the employee benefits area, and weak economic
conditions.


AMERICAN CAPITAL: S&P Gives Stable Outlook, Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on American Capital Ltd. to stable from negative.  At the
same time, S&P affirmed its 'B-' long-term counterparty credit
rating and senior secured and senior unsecured debt ratings.

"The rating action follows ACAS's significant reduction of debt
both at the time of its June 2010 debt exchange and during and
after third-quarter 2010," said Standard & Poor's credit analyst
Sebnem Caglayan.  In June 2010, ACAS completed a debt exchange
paying $1.03 billion cash and issuing $1.3 billion of secured
notes in exchange for its $2.4 billion of unsecured debt that had
been in covenant default since first-quarter 2009.  The company
continued to create liquidity through portfolio exits amounting to
$305 million in third-quarter 2010, further reducing overall debt
by $407 million.

Total debt outstanding dropped to $2.5 billion at Sept. 30, 2010,
from $4.3 billion at Sept. 30, 2009.  ACAS prepaid an additional
$107 million of its 2013 secured debt in November 2010, causing
the interest rate on the remaining 2013 secured debt to decline to
the lowest level under the governing debt agreements.  The company
does not face mandatory amortization payments on its debt until
June 2013.  The significant reduction in debt, which S&P views as
positive for the ratings, allowed the debt-to-equity metric to
improve to 0.77x at Sept. 30, 2010, from 1.78x at year-end 2009.

S&P's ratings on Bethesda, Md.-based ACAS are based on the firm's
high level of nonaccrual loans compared to its peers, weak
reported operating earnings, and its exposure to finance company
and structured equity investments.  ACAS's significant reduction
in leverage after its debt exchange and a permanent capital base
that provides a cushion against losses offset its difficulties.

In anticipation of the exchange, the company had delevered its
balance sheet and generated liquidity by selling assets throughout
2009 and 2010.  The fair value of its portfolio decreased to
$5.6 billion at Sept. 30, 2010, from $7.4 billion at year-end
2008.  Portfolio exits came at the cost of $1.2 billion of
realized losses in the seven quarters ended Sept. 30, 2010.
Nevertheless, ACAS has demonstrated an ability to sell assets in
turbulent markets, and these sales have helped the firm to
accumulate the cash necessary for the substantial debt reduction.

The nonaccrual loans at 18.8% at cost and 7.8% at fair value
continue to be higher than those of rated peers.  Furthermore, the
portfolio's concentration in finance companies and structured
equity at $682.4 million as of Sept. 30, 2010, continues to
intensify the firm's exposure to market volatility.

The company currently does not have access to a revolving credit
facility and the on-balance-sheet liquidity was $109 million at
Sept. 30, 2010.  Although improved since the debt exchange,
balance-sheet liquidity remains limited because it depends mostly
on future portfolio exits, of which a significant portion may be
used to pay down its securitized debt.

The stable outlook reflects S&P's expectation that ACAS's leverage
and interest-coverage metrics will continue to improve owing to
reduced debt levels.  The outlook also incorporates S&P's
expectation that ACAS continues to delever its balance sheet in
the short term to improve its liquidity profile.

S&P could raise the ratings if the firm significantly improves its
leverage metrics and portfolio performance.  Conversely, S&P could
lower the ratings if management is unable to stabilize the
portfolio performance and liquidity, or if leverage or asset-
quality metrics deteriorate.


AMERICAN HOME: U.S. Attorney's Office Looks Into Possible Fraud
---------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Attorney's Office for the
District of Delaware is looking into potential fraudulent actions
reported by the bankruptcy judge in charge of American Home
Mortgage Holdings Inc.'s Chapter 11 proceedings.

                        About American Home

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

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

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


AMERICANWEST BANCORP: Court OKs Sale of AmericanWest Bank
---------------------------------------------------------
AmericanWest Bancorporation disclosed that the U.S. Bankruptcy
Court for the Eastern District of Washington approved a Sale Order
authorizing the Holding Company to complete the previously
announced sale of its wholly-owned subsidiary, AmericanWest Bank
and its Far West Bank division in Utah, to a subsidiary of SKBHC
Holdings LLC.

"This is terrific news," said Pat Rusnak, President & CEO of
AmericanWest Bancorporation.

"Since announcing our agreement with SKBHC on October 27, the
process has gone smoothly.  The Court's approval brings us to the
final step in recapitalizing the Bank that will preserve hundreds
of jobs, restore our capital and allow us to continue serving
thousands of individuals and businesses throughout Washington,
Idaho and Utah."

"Our employees are excited and ready to move the Bank forward,
providing outstanding service to our customers as they always
have," said Rusnak.  "We are grateful to our employees for their
dedication and hard work and to our customers for their loyalty as
we have worked through this process."

At the closing of the sale transaction, SKBHC will contribute up
to $200 million of additional capital to the Bank.  This
recapitalization will enable the Bank to return to "well-
capitalized" status as defined by the Bank's regulators.

"On behalf of SKBHC, we salute Pat and his team for navigating a
complex and challenging process with admirable professionalism,"
said Scott A. Kisting, Chairman and CEO of SKBHC.

"We have been interested in the Bank because of its mix of
dedicated employees, loyal customers and attractive communities.
Together with those employees, we are about to begin a new chapter
in the Bank's life. We are very proud to be a part of it."

SKBHC has notified the Holding Company that SKBHC has received all
necessary regulatory approvals to complete the sale and acquire
the Bank.  The sale is expected to close by December 31, 2010.

                 About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding
company whose principal subsidiary is AmericanWest Bank, which
includes Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank is a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection on
Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097).  The banking
subsidiary was not including in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serve as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its latest Form 10-Q filed with the
Securities and Exchange Commission, AmericanWest Bancorporation
reported consolidated assets -- including its bank unit's -- of
$1.536 billion and consolidated debts of $1.538 billion as of
Sept. 30, 2010.


AMERISOUTH V: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Amerisouth, V. L.P.
          aka Park Creek Manor Apartments
        325 N. St. Paul, Suite 3350
        Dallas, TX 75201

Bankruptcy Case No.: 10-38592

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  WRIGHT GINSBERG BRUSILOW P.C.
                  Republic Center, Suite 4150
                  325 North St. Paul Street
                  Dallas, TX 75201
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  E-mail: pkeiffer@wgblawfirm.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 Ruel M. Hamilton, president of American
Southwest Holdings, Inc.


AMSCAN HOLDING: Completes Refinancing with New $675MM Term Loan
---------------------------------------------------------------
Amscan Holdings Inc. has completed the refinancing of its existing
senior secured term loan credit facility with a new $675 million
senior secured term loan credit facility the proceeds of which
were used to repay in full all indebtedness and other amounts due
or outstanding under its Existing Credit Facility and pay a
special cash dividend of approximately $311 million.

The New Credit Facility consists of a $675 million term loan
facility.  The term loans mature in 2017.  The New Credit Facility
provides the Company with two pricing options:

     i) an alternate base interest rate equal to the greater of
        (a) the prime rate (b) the federal funds rate plus 1/2 of
        1% or (c) the LIBOR rate plus 1%, in each case, on the
        date of such borrowing, or

    ii) a LIBOR based interest rate determined by reference to the
        LIBOR cost of funds for U.S. dollar deposits for the
        relevant interest period adjusted for certain additional
        costs provided that LIBOR shall not be lower than 1.50%
        and, in each case, plus an applicable margin.

The applicable margin is 4.25% with respect to ABR borrowings and
5.25% with respect to LIBOR borrowings.

The facility has been provided by a consortium of commercial banks
with Credit Suisse Securities AG as administrative agent, Credit
Suisse Securities (USA) LLC and Goldman Sachs Lending Partners LLC
as joint lead arrangers; Goldman Sachs and Wells Fargo Securities
LLC as co-syndication agents; Deutsche Bank Securities Inc. and
Barclays Capital as co-documentation agents and Credit Suisse,
Goldman Sachs, Wells Fargo, Deutsche Bank and Barclays as joint
bookrunners and Ropes & Gray LLP provided legal counsel to the
Company for this transaction.

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

The Company's balance sheet at Sept. 30, 2010, showed
$1.71 billion in total assets, $1.17 billion in total liabilities,
and stockholders' equity of $524.32 million.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on November 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


ARJUN HOSPITALITIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Arjun Hospitalities, Inc.
        280 W 7200 S
        Midvale, UT 84047

Bankruptcy Case No.: 10-36823

Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Tyler J. Jensen, Esq.
                  LEBARON & JENSEN, P.C.
                  476 West Heritage Park Boulevard, Suite 104
                  Layton, UT 84041
                  Tel: (801) 773-9488
                  Fax: (801) 773-9489
                  E-mail: tylerjensen@lebaronjensen.com

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

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

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

The petition was signed by Pashmeet Singh, president.


ARVINMERITOR INC: Business Transformation Substantially Complete
----------------------------------------------------------------
ArvinMeritor, Inc., held a meeting with investors and analysts in
New York, NY, on December 7, 2010.

ArvinMeritor said in its presentation that its transformation --
to focus the Company on global commercial and industrial markets -
- is substantially complete.

The Company has been in the process during the last two years of
divesting its light vehicle systems business ("LVS") and
transforming the company to focus solely on commercial vehicle and
industrial markets.  The Company believes this will allow it to
focus on targeted investments with potentially higher margins.

On August 3, 2010, the Company entered into an agreement to sell
its Body Systems business to an affiliate of Inteva Products, LLC.
The purchase price is approximately $35 million, including $20
million in cash at closing and a promissory note for $15 million,
before potential adjustments for items such as working capital
fluctuations.

According to the Analyst Day presentation, the Company has
received all required clearances from competition authorities for
the sale of Body Systems.  The remaining closing preparations on
track toward an anticipated completion on or around the end of
December 2010.

A full-text copy of the Slide Presentation is available for free
at http://ResearchArchives.com/t/s?70b9

                        About ArvinMeritor

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

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

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


ARVINMERITOR INC: Body Systems Sale Closing Date Set for Jan. 3
---------------------------------------------------------------
On December 6, 2010, ArvinMeritor, Inc., entered into an amendment
to its Purchase and Sale Agreement dated as of August 3, 2010 to
sell its Body Systems business to 81 Acquisition LLC, an affiliate
of Inteva Products, LLC.

The First Amendment provides that the closing date for the sale is
definitively set as January 3, 2011, and that the date by which
the agreement may be terminated by either party if the closing
does not occur will be extended to February 8, 2011.  The First
Amendment also provides that the Buyer waives and deems satisfied
most of the conditions to its closing of the transaction.

A copy of the First Amendment to the Sale Agreement filed with the
Securities and Exchange Commission is available for free at
http://researcharchives.com/t/s?70c1

                        About ArvinMeritor

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

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

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


ASSOCIATED MATERIALS: Posts $19.41-Mil. Net Income in 2010 Q3
-------------------------------------------------------------
Associated Materials filed its quarterly report on Form 10-Q,
reporting net income of $19.41 million on $329.55 million of net
sales for the quarter ended Oct. 2, 2010, compared with net income
of $22.93 million on $324.81 million of net sales for the quarter
ended Oct. 3, 2009.

The Company's balance sheet at Oct. 2, 2010, showed
$876.65 million in total assets, $269.50 million in current
liabilities, $53.38 million in deferred income taxes,
$60.74 million in other liabilities, $197.74 million in long-term
debt, and member's equity of $295.32 million.

A full-text copy of the Company's Form 10-Q filed with the
Securities and Exchange Commission is available for free at:

               http://researcharchives.com/t/s?70bf

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

Associated Materials carries a 'B1' long term rating from Moody's
Investors Service.  It has 'B' issuer credit ratings, with
"stable" outlook, from Standard & Poor's Ratings Services.

In October 2010, S&P said the stable rating outlook reflects S&P's
expectation that AMI's earnings and cash flow will continue to
benefit from increased operating efficiencies, as well as stable
demand in the repair and remodeling markets.  Moreover, S&P
projects that adjusted debt to EBITDA should fall to between 5x
and 6x by the end of 2010 and interest coverage to be around 2x,
levels S&P would consider to be consistent with the current
rating.


BAKHTAVER IRANI: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Bakhtaver A. Irani
               Aspi K. Irani
               220 Sagamore Lane
               Franklin Lakes, NJ 07417

Bankruptcy Case No.: 10-47961

Chapter 11 Petition Date: December 8, 2010

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

Judge: Donald H. Steckroth

Debtors' Counsel: Daniel Stolz, Esq.
                  WASSERMAN, JURISTA & STOLZ
                  225 Millburn Avenue, Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  E-mail: dstolz@wjslaw.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Joe Lipari                         Closter Plaza        $5,000,000
75 Orient Way                      Contract
Rutherford, NJ 07070

Nara Bank                          Guaranty             $4,700,042
2025 Lemoine Avenue, #1
Fort Lee, NJ 07024-5710

Wilshire State Bank                Guaranty             $3,999,396
215 Main Street
Fort Lee, NJ 07024

Nara Bank                          Guaranty             $3,653,459
2025 Lemoine Avenue, #1
Fort Lee, NJ 07024-5710

Oritani Bank                       Guaranty             $3,627,117
P.O. Box 15209
Newark, NJ 07192-5209

Wilshire State Bank                Guaranty             $3,475,853
215 Main Street
Fort Lee, NJ 07024

Northfield Bank                    Guaranty             $2,447,175
581 Main Street, Suite 810
Woodbridge, NJ 07095

Oritani Bank                       Guaranty             $2,220,684
P.O. Box 15209
Newark, NJ 07192-5209

Boiling Springs Savings Bank       Guaranty             $2,073,166
327 Franklin Avenue
Wyckoff, NJ 07481

Shinhan Bank (Amko Finc. LLC)      Guaranty             $1,939,775
330 Fifth Avenue, 4th Floor
New York, NY 10001

Oritani Bank                       Guaranty             $1,704,306
P.O. Box 15209
Newark, NJ 07192-5209

JP Morgan Chase                    Guaranty             $1,131,607
Royal Ridge Operation Center
P.O. Box 650528
Dallas, TX 75265-0528

JP Morgan Chase                    Guaranty             $1,065,596
Royal Ridge Operation Center
P.O. Box 650528
Dallas, TX 75265-0528

Wilshire State Bank                Guaranty               $861,074
215 Main Street
Fort Lee, NJ 07024

JP Morgan Chase                    Guaranty               $838,995
Royal Ridge Operation Center
P.O. Box 650528
Dallas, TX 75265-0528

Shinhan Bank                       Guaranty               $774,724
330 Fifth Avenue, 4th Floor
New York, NY 10001

HSBC Bank                          Guaranty               $768,987
8 East 40th Street, 3rd Floor
New York, NY 10016-0102

JP Morgan Chase                    Guaranty               $670,959
Royal Ridge Operation Center
P.O. Box 650528
Dallas, TX 75265-0528

JP Morgan Chase                    Guaranty               $545,347
Royal Ridge Operation Center
P.O. Box 650528
Dallas, TX 75265-0528

Nara Bank                          Guaranty               $471,636
2025 Lemoine Avenue, #1
Fort Lee, NJ 07024-5710


BANNING LEWIS: Secures $3.5 Million of DIP Financing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch Co., saying the right to use
cash runs out Dec. 21, filed a motion Monday for approval of
$3.5 million in secured financing.  The hearing for preliminary
approval of the loan is set for Dec. 21.

The loan, to pay 10% interest, will come from DBL Investors LLC
and Greenfield BLR Finance Partners LP.  The Lenders are to be
given a lien behind the collateral securing $65.5 million owing on
the loan where KeyBank NA serves as agent.  The loan will be prior
to all other secured debt.

                        About Banning Lewis

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

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2019 (Bankr. D. Del. Case No. 10-
13445). It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.
An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

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


BEARINGPOINT INC: Unsecured Creditor Pool Reduced to $793 Mil.
--------------------------------------------------------------
John DeGroote Services, LLC, Liquidating Trustee to the
BearingPoint, Inc. Liquidating Trust, said December 8 that a
significant reduction of the Disputed General Unsecured Claims
Reserve has been achieved, resulting in a total remaining
unsecured claims pool of less than $793 million.

"We have pursued a number of objections and entered into various
settlement agreements that have resulted in a significant
reduction to our Disputed General Unsecured Claims Reserve," said
John DeGroote, President of John DeGroote Services, LLC. "Recovery
to creditors is the primary mission of the Trust, and I am proud
of the team that has made this happen."

Since filing for chapter 11 protection in 2009, BearingPoint and
its debtor affiliates, and the Trust have returned more than
$440 million to BearingPoint's creditors, including payment in
full to their secured lenders, full satisfaction of BearingPoint,
Inc.'s Paid Time Off obligations to former employees, roughly
$4 million to additional administrative creditors, and $18 million
to unsecured creditors.

"Our unsecured claims reserve has been reduced by approximately
$2.26 billion, or 74%, since our plan went effective," said
AlixPartners Managing Director Barry Folse, who leads the
resolution of claims and preference actions for the Trust.

The Trust currently anticipates and intends to make at least one
more distribution to unsecured creditors by the end of 2010.  "The
amount and timing of this distribution will primarily hinge on the
timing of litigation settlements and recoveries over the next
several weeks," said David Johnston, the lead financial advisor to
the Trust and former CFO of BearingPoint.

                       About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No.
09-10691) on February 18, 2009.  The Debtors' legal advisor was
Weil, Gotshal & Manges, LLP.  Their restructuring advisor was
AlixPartners LLP, and their financial advisor and investment
banker was Greenhill & Co., LLC.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP represented the Creditors' Committee.
Garden City Group served as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts of
$2.201 billion as of December 31, 2008.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

On December 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan Under
Chapter 11 of the Bankruptcy Code, dated December 17, 2009.  On
December 30, 2009, the Debtors satisfied the conditions precedent
to the effectiveness of the Plan and on December 31, 2009, a
Notice of Effective Date of the Plan was filed with the Bankruptcy
Court.  John DeGroote was appointed as liquidating trustee under
the Plan.  The liquidating trustee is represented by Katherine
Dobson, Esq., at Bingham McCutchen, in Hartford, Connecticut.  The
trustee also has retained McKool Smith P.C. and Whiteford, Taylor
& Preston L.L.P. to pursue claims against former company officers.

Attorneys for John DeGroote can be reached at:

          BINGHAM McCUTCHEN LLP
          Jeffrey S. Sabin, Esq.
          399 Park Avenue
          New York, NY 10022
          Telephone: (212) 705-7000
          Facsimile: (212) 702-3668
          E-mail: jeffrey.sabin@bingham.com

          Sabin Willett, Esq.
          One Federal Street
          Boston, MA 02110
          Telephone: (617) 951-8000
          Facsimile: (617) 345 - 5033
          E-mail: sabin.willett@bingham.com

               - and -

          MCKOOL SMITH P.C.
          Peter S. Goodman, Esq.
          One Bryant Park, 47th Floor
          New York, NY 10036
          Telephone: (212) 402-9400
          Facsimile: (212) 402-9444
          E-mail: pgoodman@mckoolsmith.com

          Lew LeClair, Esq.
          Robert Manley, Esq.
          300 Crescent Court, Suite 1500
          Dallas, TX 75201
          Telephone: (214) 978-4000
          Facsimile: (214) 978-4044
          E-mail: lleclair@mckoolsmith.com
                  rmanley@mckoolsmith.com

          Basil A. Umari
          600 Travis, Suite 7000
          Houston, TX 77002
          Telephone: (713) 485-7300
          Facsimile: (713) 485-7344
          E-mail: bumari@mckoolsmith.com


BERNARD L MADOFF: Picard Sues Maxam Fund, Manzke for $100MM
-----------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC on December 8 filed a complaint
in the United States Bankruptcy Court for the Southern District of
New York against Sandra L. Manzke, members of her family, Maxam
Capital Management, LLC and related Maxam investment funds.  The
Trustee seeks recoveries totaling approximately $100 million in
connection with the Madoff Ponzi scheme.

The complaint addresses Ms. Manzke's role in continuing to enable
and profit from the Madoff Ponzi scheme after departing from
Tremont Group Holdings, which has been named in a separate action
brought by the Trustee, in 2005, when she formed her own
investment management company, Maxam Capital, which managed the
Maxam Absolute Return Fund, L.P.  Ms. Manzke also formed a fund
for foreign investors, Maxam Absolute Return Fund, Ltd.

"The Maxam organization and funds were established solely to
continue Manzke's collaboration with and enrichment through
BLMIS," said Mr. Picard.  "In the less than three years Maxam was
in business, it channeled more than $300 million into BLMIS."
According to the complaint, Manzke was a self-proclaimed industry
"watchdog," calling for heightened investor protection and due
diligence against managers whose main concern was their
own personal gain. Yet, Manzke was among Madoff's most valuable
enablers, assisting the fraud for almost 15 years through a number
of investment advisory and feeder-fund entities.

"Like Bernard Madoff, Manzke used a veneer of industry
respectability to lure investors and enrich herself, her family,
and select colleagues," said Marc D. Powers, a partner at Baker &
Hostetler LLP, the court-appointed counsel for the Trustee.
"Neither of the companies she founded - Tremont and Maxam -
complied with their own due diligence policies.  The Maxam
defendants' personal and business relationships with Madoff put
them in a unique position to obtain information concerning
BLMIS's operations. Yet they failed to conduct adequate
investigation, or made no investigation at all, choosing instead
to remain willfully ignorant and collect lucrative fees."

According to the complaint, Maxam Capital did not follow accepted
due diligence procedures.  In addition, at Mr. Madoff's request,
Maxam Capital made numerous exceptions and ignored established
industry practices.  Ms. Manzke and Suzanne Hammond, a colleague
of Ms. Manzke's at Tremont and a Managing Partner and partial
owner of Maxam Capital, were on inquiry notice of Mr. Madoff's
scheme while at Tremont, and they carried their knowledge of Mr.
Madoff's suspicious activities with them to Maxam Capital.

                        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: Suit vs. Kin, Directors Filed in U.S. & U.K.
--------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation for Bernard L.
Madoff Investment Securities LLC and Stephen J. Akers, a Joint
Liquidator of Madoff Securities International Ltd., filed on
December 8 a joint complaint in the United Kingdom's High Court of
Justice Commercial Court, against individuals and entities related
to MSIL, Bernard Madoff's London operation.

Named in the December 8 complaint are all of the former directors
of MSIL, including Mr. Madoff's brother, Peter, and sons Mark and
Andrew, lead director Stephen E.J. Raven, Leon Flax, Christopher
Dale, Philip Toop, and Malcolm Stevenson.  The complaint also
names Sonja Kohn, who has been charged separately for other BLMIS-
related fraud, and Kohn related entities.

The complaint, based on the investigations of both the Joint
Liquidators and the Trustee, seeks aggregate recoveries of at
least US$80 million, which include personal claims brought against
the directors and officers for breaching their duties to MSIL, in
part by making fraudulent payments to various Madoff-related
entities, including payments for luxury goods and services enjoyed
by Bernard Madoff and the Madoff family, including a yacht, a home
in the south of France, and an Aston Martin car.  More than $27
million was channeled through MSIL to corporate vehicles used
by Sonja Kohn, in sham transactions purported to be payments for
research and other services but which were actually kickbacks paid
out of BLMIS.

"MSIL was part of Madoff's global shell game. Funds stolen in the
Ponzi scheme traveled around the world, but ultimately, ended up
in the pockets of Madoff, his family, and confederates like Sonja
Kohn," said Mr. Picard.  "The London operation was a critical
piece of the fa‡ade of legitimacy that Madoff constructed to
conceal BLMIS's lack of actual trading activity.  Madoff
represented to his customers that BLMIS conducted trades on the
over-the-counter market, after hours, and substantiated this
misrepresentation by periodically transferring tens of millions of
dollars to MSIL.  In reality, however, MSIL never used such funds
to purchase securities."

Established in 1983, MSIL, which held a seat on the London
International Financial Futures Exchange, conducted some
legitimate trading activities at times; however, Bernard Madoff's
purpose in having MSIL carry on such activities was to assist in
concealing his fraud and facilitate the illegal distribution of
payments to Bernard Madoff, his family and third parties,
including in particular Sonja Kohn, the complaint says.

The complaint also asserts that the directors knew that MSIL's
trading activities were insufficient justification for its
existence, and that the directors breached their duties as
fiduciaries and/or trustees.  "The directors had duties, among
others, to be honest in recording the purposes and activities of
the business," said Mr. Akers.  "They breached their duties to
MSIL by signing off on false documents and misrepresenting the
true nature of transactions in the records of MSIL, all of which
assisted Mr. Madoff's fraudulent scheme."

"Madoff recruited highly reputable senior members of the London
financial community to join his board," said David J. Sheehan,
counsel for the Trustee and a partner at Baker & Hostetler LLP,
the court-appointed counsel for Mr. Picard.  "All were experienced
and sophisticated enough to understand what was happening. In
addition, his staff included employees with accounting and
trading experience, who clearly had the knowledge to see through
the fraud. Yet, all complied with Madoff's schemes and
deceptions."

"The money flow between MSIL in London and BLMIS in New York
showed that the London company's purpose included acting as a
cover to conceal the true nature and source of the monies
stolen from BLMIS's customers and returning it to BLMIS's market-
making and proprietary trading businesses, run by Madoff's sons
Mark and Andrew," said John W. Moscow, a partner at Baker and
Hostetler LLP. "The fact that MSIL was supposedly a legitimate,
FSA-regulated entity assisted Madoff's dishonest purposes."

The Trustee's investigations confirm that between MSIL's
incorporation in 1983 and the public revelation of Mr. Madoff's
fraud in December 2008, at least $600 million was paid into MSIL
from BLMIS and from other sources controlled by Bernard Madoff.
During that same period, substantial payments were made out of
MSIL for the benefit of Bernard Madoff, members of his family,
Sonja Kohn and other third parties. More than $310 million were
transferred from BLMIS to MSIL, then back to BLMIS, where the
transactions were falsely recorded as trading commissions from
London.

In addition to Mr. Sheehan and Mr. Moscow, the Trustee and the
Joint Liquidators acknowledge the contributions of the Baker &
Hostetler LLP attorneys who worked on this filing: Elizabeth Urda,
Timothy Pfeifer and Gonzalo Zeballos, together with the London
office of solicitors Taylor Wessing LLP, and John Verrill and his
colleagues at Dundas & Wilson.  The Trustee and the Liquidator
also thank the teams of forensic investigators at Grant Thornton
UK LLP, led by Timothy Slater, and FTI Consulting, led by Paul
Doxey.

                        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 Richard Glantz, Family for $113MM
---------------------------------------------------------------
Bob Van Voris at Bloomberg News reports that the trustee
liquidating Bernard Madoff's investment firm sued Richard Glantz
and his family for $113 million, saying Glantz and his late father
ran feeder funds for Mr. Madoff's Ponzi scheme.

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: Bank Suits Questionable, Weil's Miller Says
-------------------------------------------------------------
Linda Sandler and Lisa Murphy at Bloomberg News report that Harvey
Miller, Esq., a partner at Weil Gotshal & Manges LLP, said in
Bloomberg Television that the lawsuits Irving Picard, the trustee
liquidating Bernard Madoff's firm, has brought against banks
associated with Mr. Madoff "are in a gray area" because it's "not
clear a financial institution has fiduciary duties to investigate
fraud and go out and report it."

"I could ask the question, 'Where was the SEC?'" Mr. Miller said
on Bloomberg Television's "Fast Forward," referring to the U.S.
Securities and Exchange Commission.  "Now you're saying banks had
a duty to investigate Madoff."

As reported in the TCR on December 9, 2010, Mr. Picard, the
trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC, has filed lawsuits in the U.S. Bankruptcy Court
for the Southern District of New York against seven global banking
institutions -- Citibank, Natixis, Fortis, ABN AMRO, Banco Bilbao
Vizcaya Argentaria, Merrill Lynch, and Nomura.  Through these
suits, the Trustee seeks to recover more than $1 billion in total
for equitable distribution to BLMIS customers with valid claims.
According to the seven complaints, these banks received transfers
of money from BLMIS through numerous Madoff feeder funds at times
when they either knew or should have known of Mr. Madoff's fraud.
The complaints allege that the banks enabled the Madoff Ponzi
scheme by opening a spigot of new money into the Madoff feeder
fund network, by creating and offering derivative investment
products linked to various Madoff feeder funds, including the
Fairfield Greenwich, Kingate and Tremont families of funds.

Mr. Miller is not involved in the Madoff case.  He serves as lead
bankruptcy counsel to Lehman Brothers Holdings Inc.  Weil Gotshal
has been paid $245.8 million as Lehman's lead bankruptcy law firm
in the first 25-1/2 months of the bank's Chapter 11 case,
according to a court filing.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BINH VAN NGUYEN: Suit v. Regions Bank Goes to State Court
---------------------------------------------------------
Judge Halil Suleyman Ozerden remands Binh Van Nguyen, v. Regions
Bank and Thomas Reynolds, Jr., Case No. 10-cv-253 (S.D. Miss.) to
the Circuit Court of Harrison County, Mississippi, Second Judicial
District, at the Plaintiff's behest.  The Plaintiff originally
filed the suit in the Harrison County Circuit Court, asserting a
claim against the Defendants for detrimental reliance.  The claim
stems from the non-renewal of the Plaintiff's wind and hail
coverage based upon his failure to pay the premium.  The Plaintiff
alleges that he reasonably relied on the Defendants'
representation that Regions would pay the real property taxes and
insurance premiums from an escrow account for the Plaintiff's
mortgage loan.  The Defendants removed the case to the District
Court, invoking the District Court's jurisdiction based upon both
diversity of citizenship and federal question.  A copy of the
District Court's December 7, 2010 Memorandum Opinion is available
at http://is.gd/irlh6from Leagle.com.

Binh Van Nguyen and Nhieu Thi Tran, in Biloxi, Mississippi, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
05-52987) on July 7, 2005.  Judge Edward Gaines presided over the
case.  Robert Gambrell, Esq., at Gambrell & Stone, PLLC, served as
bankruptcy counsel.  In their petition, the Joint Debtors
estimated $1 million to $10 million in both assets and debts.  The
bankruptcy case was terminated on August 22, 2008.


BLACK ELK: S&P Assigns 'B-' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Houston, Texas-based Black Elk Energy
Offshore Operations LLC.  The outlook is negative.  In addition,
S&P assigned a 'B-' issue-level rating to Black Elk's $150 million
senior secured note offering due 2015.  Black Elk Energy Finance
Corp. is a co-issuer on the notes.  S&P assigned a '4' recovery
rating to the notes, indicating its expectation of average (30% to
50%) recovery in the event of a default.

The company will use the proceeds from the notes offering to repay
borrowings under its existing revolving facility (which was
terminated at the close of the note offering), to help fund 2011
capital expenditures, to collateralize surety bonds for the
recently acquired properties from Nippon Oil Exploration U.S.A
Ltd. and to pre-fund one of the two escrow accounts with respect
to a portion of its plugging and abandonment obligations related
to properties acquired from W&T Offshore Inc. Black Elk has about
$263 million in adjusted debt as a result of the note offering.

"The ratings on Black Elk reflect the company's vulnerable
business risk profile due to its small reserve and production
base, very short reserve life, and an acquisitive growth
strategy," said Standard & Poor's credit analyst Patrick
Jeffrey.  "In addition, the ratings are based on the company's
geographically concentrated reserves and production in the Gulf
of Mexico region and in a highly cyclical, capital-intensive, and
competitive industry." The ratings also reflect S&P's assessment
that the company's liquidity is less-than-adequate because it does
not currently have a revolving credit facility and may have to
fund a portion of its capital expenditures with cash balances.

S&P views Black Elk's reserve and production base as small
relative to many of its competitors.  As of Aug. 31, 2010, Black
Elk had net proved reserves of 115.5 billion cubic feet equivalent
(56% natural gas; 79% proved developed).  These reserves are
highly concentrated in the shallow water Gulf of Mexico.  S&P has
always viewed the Gulf as a challenging region due to the
inherently steep decline curves.  As a result of the Macondo oil
spill earlier this year, operators may also face further
difficulties due to additional rules and regulations.  Recently,
the company has received a Notice to Lessees and Operators and
Pipeline Right-of-Way Holders letter from the Bureau of Ocean
Energy Management, Regulation and Enforcement regarding plugging
and abandonment of many of its wells and platforms.   Increased
regulation could potentially increase the cost and accelerate the
timing of plugging and abandonment of these properties, and thus
have an impact on cash flow.  Production is 11,891 barrels of oil
equivalent per day boepd (40% liquids and 60% natural gas) as of
Sept. 30, 2010, and about 45% of the production is concentrated in
eight fields.  The company's reserve life is short at 4.4 years
and proved developed reserve life at 3.5 years.

The negative outlook reflects the company's limited near-term
liquidity because it does not currently have a revolving credit
facility, as well as uncertainty about the operating environment
in the Gulf of Mexico region over the next few months due to the
Macondo oil spill.  S&P would consider a downgrade if the company
is not able to put a revolving credit facility in place and
potential operating challenges in the Gulf of Mexico materially
affects its liquidity.  S&P would consider a stable outlook if the
company is able to put a revolving credit facility in place,
demonstrates stable operating performance, and maintains adequate
liquidity as it addresses increased regulatory requirements in the
Gulf of Mexico region.


BOISE PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded Boise Paper Holdings, L.L.C.'s
corporate family rating to Ba3 from B1.  Moody's also upgraded the
company's senior secured debt to Baa3 from Ba1 and upgraded the
unsecured notes to B1 from B2 -- refer to the list below.  The
company's speculative grade liquidity rating was affirmed at SGL-2
and the outlook is stable.

Upgrades:

  -- Corporate Family Rating, Ba3 from B1
  -- Probability of Default Rating, Ba3 from B1
  -- First Lien Secured Revolver, Baa3 (LGD2, 13%) from Ba1
  -- First Lien Secured Term Loan A, Baa3 (LGD2, 13%) from Ba1
  -- Senior Unsecured Notes due 2017, B1 (LGD4, 67%) from B2
  -- Senior Unsecured Notes due 2020, B1 (LGD4, 67%) from B2

                        Ratings Rationale

The upgrade recognizes the company's strong financial performance
in 2010 and de-leveraging since formation in February 2008, as its
adjusted Debt/EBITDA ratio improved to approximately 3.3x at
September 30, 2010.  More specifically, the upgrade reflects the
company's improved margins, strong free cash generation, solid
liquidity position, and the expectation that Boise's credit
metrics will be sustained at a Ba3 corporate family rating over
the cycle.  Moody's believes the conditions within the uncoated
freesheet and packaging segments are relatively balanced and will
allow Boise the financial flexibility to also prudently balance
the uses of free cash flow between capital expenditures, debt
repayment, dividends, and potential acquisitions.

The Ba3 corporate family rating reflects the company's market
position as the third largest producer of uncoated freesheet paper
in North America, strong credit metrics and margins, and its
favorable relationship with OfficeMax.  Volume trends have
stabilized in most of the company's paper grades.  Despite the
demand decline of uncoated freesheet production, pricing has
remained strong as industry leaders have proactively taken
downtime to match production with orders and manage inventory
levels.  In addition, the company's corrugated box position is
focused on more stable food and agricultural markets, stabilizing
operating performance.

The ratings are challenged by a slow economic recovery,
unfavorable white collar employment figures, the difficulty of
shifting to higher margin specialty products and exposure to high
fiber and energy costs.  Moody's believes the ratings are
constrained by the North American uncoated freesheet market which
faces secular decline in demand.

Boise's revolving credit facility and first lien term loan are
guaranteed by operating subsidiaries and secured by all assets of
the company.  The revolver and term loan are rated Baa3, three
notches above the Ba3 corporate family rating, reflecting their
preferential position just behind the priority trade creditors in
Boise's capital structure, the first priority claim on all assets,
and the loss absorption cushion provided by the $600 million of
unsecured notes and other unsecured obligations.  The $600 million
senior unsecured notes are rated B1, a notch below the assigned
CFR, reflecting the note holder's subordinated claim behind the
secured debt.

The stable outlook reflects Moody's mid-term expectation that the
uncoated freesheet sector will continue to rationalize its supply
base to offset declining demand, allowing Boise to maintain its
credit metrics at a Ba3 corporate family rating over the cycle.
An upgrade may be warranted if the company reduces debt through
internally generated cash flow such that adjusted (RCF-Capex)/Debt
exceeds 8% with adjusted Debt/EBITDA below 3.5x (on a sustainable
basis).  The ratings may be downgraded should the company face
significant price and volume deterioration, persistent negative
free cash flow, or a material deterioration in liquidity
arrangements.

Moody's last rating action was on March 8, 2010, when Moody's
assigned a B2 rating to Boise's unsecured notes due 2020.

Boise Paper Holding, L.L.C., a wholly owned subsidiary of Boise
Inc., headquartered in Boise, Idaho, is the third-largest North
American producer in uncoated free sheet paper and has a
significant presence in the markets for linerboard, corrugated
containers, and specialty and premium paper products.


BOSTON GENERATING: Creditors Sue Banks Over Loans
-------------------------------------------------
Dawn McCarty and Bob Van Voris at Bloomberg News report that the
official committee of unsecured creditors for Boston Generating
LLC sued Wilmington Trust Corp., Credit Suisse Group AG and
Goldman Sachs Group Inc. over $1.8 billion in alleged fraudulent
transfers.

"It is difficult to imagine a better example of a fraudulent
conveyance -- a transfer of value from creditors to membership-
unit holders," the Creditors Committee said in the lawswuit.

The Bloomberg report relates that the lawsuit accuses Goldman
Sachs Credit Partners LP and Credit Suisse Securities (USA) LLC of
arranging $1.8 billion in loans for Boston Generating, even though
they knew the utility couldn't afford to repay the debt.
Wilmington Trust, based in Wilmington, Delaware, was sued in its
capacity as an agent for lenders.

The Creditors Committee, the report relates, seeks to recover loan
payments made between January 2007 and August of this year.  Some
allegations in the complaint are blacked out, including how the
Company's membership-unit holders benefited from the loans.  Also
blacked out are the fees collected by Credit Suisse and Goldman
for arranging the loans.

                     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.


BRUCE CRAIG: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bruce Allen Craig
        3207 Brass Buttons Trail
        Austin, TX 78734-2407

Bankruptcy Case No.: 10-13357

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Rd.
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  E-mail: welpon@austin.rr.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-13357.pdf


CALIFORNIA COASTAL: Strikes Plan Support Deal With Lenders
----------------------------------------------------------
California Coastal Communities has reached a new agreement with
majority of its lenders on a Chapter 11 plan, just three months
after its planned restructuring fell apart, Dow Jones' Small Cap
reports.

California Coastal, is now seeking approval of the Chapter 11
plan-support agreement it struck with existing lenders Anchorage
Capital Group LLC, Bank of America and Luxor Capital Group LP,
which outlines the terms of a bankruptcy-exit plan, according to
Dow Jones.

In September, the report notes, California Coastal said in a
federal regulatory filing that Luxor's $184 million bankruptcy-
exit-financing commitment had expired.  The lost financing threw a
wrench on the Company's bid to exit Chapter 11, as California
Coastal sought to use the exit financing to refinance existing
secured debts of more than $180 million.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, California Coastal, under the new plan support agreements,
holders of a $99.8 million term loan will end up with the new
stock.  The Company reached with the holders of 81 percent of the
revolving credit and 88 percent of the term loan.  The plan-
support agreement is scheduled for consideration at a Dec. 16
hearing in U.S. Bankruptcy Court in Santa Ana, California.

The Bloomberg report adds that at the Dec. 16 hearing, the
bankruptcy judge will be asked to give interim approval for a $15
million loan that could continue as a first-lien obligation when
the plan is confirmed.  The holders of the $81.7 million revolving
credit are slated to have their loan continue after bankruptcy,
secured by a second lien and maturing in 2016.

According to Mr. Rochelle, in exchange for the $99.8 million term
loan, the lenders would receive a new third-lien note for $44
million maturing in 2017 plus all the new stock.  The third-lien
note would accrue interest at 15 percent. Neither interest nor
principal would be paid until the first- and second-liens are
fully repaid.  Unsecured creditors would split a fund consisting
of $2 million to $3 million.

                     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.


CAPITAL HOME: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Capital Home Sales, LLC
          dba Falcon Financial, LLC
              Kestral Financial, LLC
              Emerald Financial, LLC
              Teal Financial, LLC
              Harrier Financial, LLC
              Goshawk Financial, LLC
              Heron Financial, LLC
              Wigeon Financial, LLC
              Kestral Onel, LLC
              Kestral Rentals
              Wigeon Rentals
              Goshawk Rentals
        875 North Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-54387

Chapter 11 Petition Date: December 8, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Gregory K. Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Boulevard, Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  E-mail: gstern1@flash.net

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

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

The petition was signed by Richard J.Klarchek, president of RJK
Holding LLC, managing member.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Richard J. Klarchek                   10-44866            10/06/10

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wolin Kelter & Rosen, Ltd.         Professional           $112,648
55 W. Monroe, Suite 3600           Services
Chicago, IL 60603

Gilson Labus & Silverman, LLC      Professional Services   $14,543
223 W. Jackson Boulevard, #750
Chicago, IL 60606

Trent Douglas                      Outside Labor           $13,328
5258 W. 550 South
Trafalgar, IN 46181

Tammy Evans                        Outside Labor           $12,233

Don Stout                          Outside Labor            $9,000

Casey Antie                        Outside Labor            $5,862

Janette Winebrenner                Outside Labor            $3,500

William Johnson                    Outside Labor            $1,889

James Pruitt                       Outside Labor              $725

Mariano Luna                       Outside Labor              $700

Rick McGee                         Outside Labor              $480

Harry Schultz                      Outside Labor               $79

Illinois Department of Revenue     1120 Taxes              unknown

Internal Revenue Service           1120 Taxes              unknown

Textron Financial                  Listed for Notice       unknown
                                   Purposes


CAPMARK FIN'L: Court Won't Drag Berkadia in Discrimination Suit
---------------------------------------------------------------
In Owen J. Maguire, v. Capmark Finance, Inc., Case No. 09-CV-0692
(E.D. Pa.), the Plaintiff alleges that his former employer,
Capmark Finance, discriminated against him on the basis of his age
when he was fired from his position as vice president and
commercial loan originator.  After his complaint was filed,
Berkadia Commercial Mortgage, LLC, purchased Capmark's commercial
mortgage assets in a bankruptcy sale.  Mr. Maguire now seeks to
amend his complaint pursuant to Fed. R. Civ. P. 15(a) to name
Berkadia as a defendant under a theory of successor liability.
Capmark argues that Mr. Maguire's motion should be denied because
a bankruptcy court order approving the sale of its assets to
Berkadia specifically precludes claims for successor liability.

Judge Timothy J. Savage agrees with Capmark that Berkadia cannot
be held liable for successor liability as a result of the
bankruptcy court's order.  Mr. Maguire's amendment would be
futile.

A copy of the District Court's December 6, 2010 Memorandum Opinion
is available at http://is.gd/it0ejfrom Leagle.com.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAREVIEW COMMUNICATIONS: Restates 10-Q; 3rd Qtr. Net Loss $6.6MM
----------------------------------------------------------------
CareView Communications, Inc., filed on December 7, 2010,
Amendment No. 1 to its quarterly report for the period ended
September 30, 2010, to incorporate the determination reached by
the Company that the GII Owner's Put is a financial instrument and
an amount representing the fair market value of the GII Put should
be recorded on the effective date (September 1, 2010) of the
Revocation and Substitution Agreement.  Accordingly, the Company
has recorded an accrued liability totaling $31,690 in the
financial statements for the quarter.

This restatement also reflects a correction to the Statement of
Operations for the three months ended September 30, 2010.  Due to
mathematical footing, amortization of debt discount, depreciation
and amortization, and net income attributable to non-controlling
interest were overstated by $191,868, $513, and $95,934,
respectively.

The Company reported a restated net loss of $6.60 million on
$89,123 of revenue for the three months ended September 30, 2010,
compared with a net loss of $1.56 million on $25,252 of revenue
for the same period of 2009.

The Company's restated balance sheet as of September 30, 2010,
showed $7.24 million in total assets, $451,276 in total
liabilities, and stockholders' equity of $6.79 million.

The Company incurred a loss from operations of $4.92 million
during the nine months ended September 30, 2010, had an
accumulated deficit of $24.02 million, and had negative cash flow
from operations of $3.52 million.  "These matters raise
substantial doubt about the Company's 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?70b5

Lewisville, Tex.-based CareView Communications, Inc., began its
current operation in 2003 as a healthcare information technology
company with a patented patient monitoring and entertainment
system.  The CareView System(TM) creates a high-speed data network
throughout a healthcare facility to provide bedside, point-of-care
monitoring, movies and patient education and wireless connectivity
throughout the facility, allowing remote monitoring of medical
equipment in patient's room and deployment of other emerging
point-of-care technologies, including the Company's newest
offering of Virtual Bed Rails(TM).  Virtual Bed Rails(TM) are part
of a fall management program that monitors a patient's activity
while in bed and alerts the nursing station if the patient
breaches the "virtual" bed rails and is at risk for falling.
Lewisville, Tex.-based CareView Communications, Inc., began its
current operation in 2003 as a healthcare information technology
company with a patented patient monitoring and entertainment
system.  The CareView System(TM) creates a high-speed data network
throughout a healthcare facility to provide bedside, point-of-care
monitoring, movies and patient education and wireless connectivity
throughout the facility, allowing remote monitoring of medical
equipment in patient's room and deployment of other emerging
point-of-care technologies, including the Company's newest
offering of Virtual Bed Rails(TM).  Virtual Bed Rails(TM) are part
of a fall management program that monitors a patient's activity
while in bed and alerts the nursing station if the patient
breaches the "virtual" bed rails and is at risk for falling.


CARIBBEAN PETROLEUM: Has Green Light to Reject Franchisees' Deals
-----------------------------------------------------------------
Caribbean Petroleum Corporation and its debtor-affiliates won
authority from the Bankruptcy Court to reject their agreements
with franchisees upon the contemplated sale of substantially all
of the Debtors' assets.

Franchisees operating 184 service stations throughout Puerto Rico
objected to the Rejection Motion.  The Franchisees argued that the
Rejection Motion deprived them of due process because of the
brevity of notice.  They also claim that the Rejection Motion and
notice was in English only, without a version in Spanish, and that
many of the Franchisees are Spanish speaking.

The Franchisees have moved to withdraw the reference to the
District Court, which motion remains pending, and sought a motion
to stay the Bankruptcy Court's consideration of the Rejection
Motion.  The Bankruptcy Court denied the stay and thereafter
conducted a hearing on the Rejection Motion on December 1, 2010.

The Debtors have filed the Rejection Motion in what they view as a
necessity to improve the prospects of the sale.  The Debtors have
concluded that potential bidders may be discouraged from bidding,
or will lower their bids because of unfavorable Franchise
Agreements.  In that event, the Debtors will not be able to
maximize their return in the Sale.

A copy of Judge Kevin Gross' December 8 Memorandum Opinion is
available at http://is.gd/irsImfrom Leagle.com.

The Company filed for Chapter 11 bankruptcy protection after a
catastrophic explosion in October 2009 and resulting fire
destroyed much of its Bayamon storage facility and rocked the San
Juan area.  The Company seeks to auction off assets, which include
a network of Gulf-branded service stations, six pipelines and a
deepwater dock in San Juan Harbor, without the benefit of a
stalking horse bidder, which supposedly sets the floor price at
auction.  Patrick Fitzgerald, writing for Dow Jones' Daily
Bankruptcy Review, reported that the Company owes Banco Popular de
Puerto Rico $137 million, and the bank holds a lien on virtually
all the company's assets.  Caribbean Petroleum said it will allow
the bank to "credit bid" its secured debt, meaning the bank debt
could serve as a de facto stalking horse bid.

The Bankruptcy Court approved the Debtors' proposed bidding
procedures in September 2010.  Bids are due December 10, 2010, and
an auction is slated for December 16.  The Debtor will seek
approval of the sale at the December 22 hearing.  They plan to
close the deal by February 8, 2011.

                    About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Cribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on August 12, 2010,
nearly 10 months after a massive explosion at its major
Puerto Rican fuel storage depot virtually shut down the
company's operations.  The Debtor estimated assets of
$100 million to $500 million and debts of $500 million to
$1 billion as of the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on August 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., and Zachary A.
Smith, Esq. at Cadwalader, Wickersham & Taft LLP serve as lead
counsel to the Debtors, and Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., serve as local
counsel.  The Debtors' financial advisor is FTI Consulting Inc.
The Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent.


CARLTON GLOBAL: Section 341(a) Meeting Scheduled for Jan. 7
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Carlton
Global Resources, LLC's creditors on January 7, 2011, at 2:30 p.m.
The meeting will be held at Suite 300, 3685 Main Street,
Riverside, CA 92501-2804.

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.

Henderson, Nevada-based Carlton Global Resources, LLC, filed for
Chapter 11 banrkuptcy protection on December 1, 2010 (Bankr. C.D.
Calif. Case No. 10-48739).  Stephen R. Wade, Esq., at The Law
Offices of Stephen R. Wade, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


CASCADIA PARTNERS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Cascadia Partners LLC has filed with the U.S. Bankruptcy Court for
the Western District of Virginia its schedules of assets and
liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                      $12,074,100
B. Personal Property                           $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $4,260,051
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                  $32,843
                                      -----------      -----------
      TOTAL                           $12,074,100       $4,292,894

A copy of the Schedules of Assets & Liabilities is available for
free at http://bankrupt.com/misc/CASCADE_sal.pdf

Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia.  It
filed for Chapter 11 bankruptcy protection on December 1, 2010
(Bankr. W.D. Va. Case No. 10-63442).  W. Stephen Scott, Esq., at
Scott Kroner, PLC, serves as bankruptcy counsel.


CASCADIA PARTNERS: Asks for Approval of Scott Kroner as Counsel
---------------------------------------------------------------
Cascadia Partners LLC asks for authorization from the U.S.
Bankruptcy Court for the Western District of Virginia to employ
Scott Kroner, PLC, as bankruptcy counsel.

Scott Kroner will, among other things:

     a. prepare applications, motions, draft orders, other
        pleadings, notices, schedules and other documents, and
        review all financial and other reports to be filed;

     b. review the nature and validity of any liens asserted
        against the Debtor's property and advise the Debtor
        concerning the enforceability of the liens;

     c. counsel the Debtor in connection with the formulation,
        negotiation and promulgation of a plan of reorganization
        and related documents; and

     d. commence and conduct any and all litigation necessary or
        appropriate to assert rights held by the Debtor, protect
        assets of the Debtor's Chapter 11 estate or otherwise
        further the goal of completing the Debtor's successful
        reorganization.

Scott Kroner will be paid based on the rates of its professionals:

        W. Stephen Scott                 $300
        C. Lamar Garren                  $250
        Paralegals                       $100

W. Stephen Scott, Esq., a member at Scott Kroner, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia.  It
filed for Chapter 11 bankruptcy protection on December 1, 2010
(Bankr. W.D. Va. Case No. 10-63442).  According to its schedules,
the Debtor disclosed $12,074,100 in total assets and $4,292,894 in
total liabilities.


CATHOLIC CHURCH: Committee Says Jai Ruling Shows Miscalculation
---------------------------------------------------------------
In connection with the jury verdict on John Vai's case, the
Official Committee of Unsecured Creditors in the bankruptcy case
of the Catholic Diocese of Wilmington, Inc., supplemented its
objection against the approval of the Disclosure Statement
explaining the Diocese's Plan of Reorganization.

In the Vai case, the jury levied $30 million in compensatory
damages for Mr. Vai against Francis DeLuca and another $3 million
in compensatory damages against St. Elizabeth's Parish.  Mr. Vai's
case is the first in a series by survivors against Non-Debtor
Catholic Entities.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contends that the jury verdict demonstrates
that the Disclosure Statement badly miscalculates the value of the
Personal Injury Tort Claims and, therefore, skews the distribution
and liquidation analyses.

"This proof of the real value of the Personal Injury Tort Claims
also shows that the proposed channeling injunction with the Non-
Debtor Catholic Entities cannot be approved because it would be
obtained in exchange for a tiny fraction of the real value of the
Personal Injury Tort Claims," Ms. Jones tells the U.S. Bankruptcy
Court for the District of Delaware.

In the Disclosure Statement, the Diocese estimates that the 157
Personal Injury Tort Claims filed in the bankruptcy case will be
allowed in the total aggregate amount of between $37.2 million and
$101.4 million, which results in an estimated average allowed
amount per Personal Injury Tort Claim of approximately $440,000
per Claim -- less than 15% of the actual result of $3 million
recently obtained by Mr. Vai against St. Elizabeth's, Ms. Jones
points out.

By understating the estimated allowed amount of Personal Injury
Tort Claims, the Disclosure Statement inflates the estimated
distributions to the holders of Personal Injury Tort Claims, Ms.
Jones argues.  She points out that both the distribution and the
liquidation analyses in the Disclosure Statement are inaccurate,
and hence, the Disclosure Statement should be updated, at the very
least, to disclose the recent result obtained by Mr. Vai so that
creditors can review the Diocese's flawed distribution analysis
against the facts.

The actual result obtained by Mr. Vai also highlights the
inappropriateness of the channeling injunction proposed by the
Diocese, Ms. Jones asserts.  The consideration proposed to be paid
by the Non-Debtor Catholic Entities amounts to $4.7 million plus
certain undefined insurance proceeds in the estimated amount of
$5 million.

Ms. Jones contends that it is unclear whether a channeling
injunction may ever be appropriate absent creditors' consent,
which will not likely be given here.  However, she asserts, the
Diocese's proposal "to release all the Non-Debtor Catholic
Entities cannot pass muster under even the most flexible test."

According to Ms. Jones, it is patently unfair to give the Non-
Debtor Catholic Entities a release from all survivor claims in
exchange for a payment of between $4.7 and $9.7 million, given
that Mr. Vai has obtained a jury verdict against only one of those
Entities in the amount of $3 million, before accounting for
punitive damages.  She adds that Mr. Vai is the first of many
other survivors whose claims will go to trial against the Non-
Debtor Catholic Entities.

The facts establish that the channeling injunction cannot be
approved, and therefore, the Plan is patently unconfirmable, Ms.
Jones points out.

Bart Dalton & Associates, and Manly & Stewart, on behalf of 41
Abuse Survivors, who have underlying state court claims against
the Diocese, join in the Creditors Committee's objection.

              Unofficial Committee Amends Joinder

The Unofficial Committee of 98 State Court Abuse Survivors amends
its joinder to the Creditors Committee's objection.

In light of the $3 million judgment entered against a Diocesan
parish in the Vai Case, the Disclosure Statement grossly under
funds the Plan, the Unofficial Committee contends.

The Diocese's Parishes should not be included in any Disclosure
Statement or Plan, Jacobs & Crumplar, P.A., and The Neuberger
Firm, P.A., argue on behalf of the Unofficial Committee.  The
Firms note that as pointed out by the Creditors Committee on its
objection, no legal test can be met whereby a release can be
forced on the Abuse Survivors because to do so the Diocese would
have to prove that it and all 57 of its Parishes are "inextricably
intertwined."

That appears to be rather difficult since the Diocese contends in
the litigation on the pooled investment account that they are
separate, asserts Thomas S. Neuberger, Esq., at The Neuberger
Firm, P.A., in Wilmington, Delaware.

Mr. Neuberger also notes that the Diocese intends to reaffirm all
of its obligations under the Lay Pension Plan to its lay employees
so they will receive a 100% recovery on account of their claims.
But the Diocese should not be allowed to dilute the recoveries of
the Abuse Survivors by paying the Lay Pension Employees and then
putting them in the same position that they would have been in if
the Lay Pension Plan had initially been assumed, he contends.

"This is unfair, discriminatory treatment that impermissibly
favors one group of unsecured creditors over the other," Mr.
Neuberger contends.  "This is the exact opposite of the equal
treatment of a class of creditors which is supposed to happen in a
bankruptcy," he maintains.

                         *     *     *

Judge Sontchi granted the Creditors Committee's request for leave
to file its Objection in excess of the 40-page limit for briefs
established under Rule 7007-2 of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Court OKs Young Conaway's $824,000 in Fees
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the first interim quarterly fee applications of two professionals
employed and retained in connection with the bankruptcy case of
the Catholic Diocese of Wilmington, Inc.

                                            Allowed     Allowed
Professional               Fee Period    Fees (80%)    Expenses
------------               ----------    ----------    --------
Young Conaway Stargatt     10/18/09 -      $824,222     $49,756
& Taylor, LLP              12/31/09

The Ramaekers Group,       10/18/09 -       253,998      18,376
LLC                        12/31/09

Young Conaway is the Diocese's bankruptcy counsel, while the
Ramaekers Group is its financial advisor.

Judge Christopher S. Sontchi maintained that the Professionals are
granted interim allowance of compensation and reimbursement of
expenses in the amounts recommended by the Court-appointed fee
examiner, Stuart Maue.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Del. Committee Wins OK to Hire Appellate Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., filed a
complaint on December 18, 2009, against the Diocese and certain
non-debtor defendants, including The Diocese of Wilmington
Schools, Inc., Catholic Cemeteries, Inc., and Siena Hall, Inc.,
seeking a determination that the assets in the Diocese's Pooled
Investment Account were not held in trust and that the Defendants
should be substantively consolidated, among other relief.

The U.S. Bankruptcy Court for the District of Delaware bifurcated
the adversary case for discovery and trial.  After the conclusion
of the trial on Phase I, the Court entered (i) an order partially
granting and partially denying the Creditors Committee's request
for declaratory relief, (ii) a final judgment on the matter, and
(iii) an opinion explaining the Court's ruling.  Pursuant to the
Order, Final Judgment and Opinion, the Court found that funds
deposited in the PIA were property of the Diocese's bankruptcy
estate.

As a result of the Ruling, the Creditors Committee believes the
assets of the estate available for distribution to the victims of
sex abuse and the Diocese's other unsecured creditors increased by
over $100 million because the Ruling determined that approximately
$75 million of assets in the PIA were property of the estate.  The
Creditors Committee also believes the Ruling makes it impossible
for the Diocese to trace the so-called restricted funds it
contends are invested in the PIA, which funds are alleged to
exceed $25 million.

The Diocese and the Non-Debtor Defendants are proceeding with a
direct appeal of the Ruling before the United States Court of
Appeals for the Third Circuit.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, avers that if the Defendants are successful
with their challenge to the Ruling on Appeal, then the assets
available for distribution to the victims of sex abuse and other
unsecured creditors will be reduced by approximately $100 million.

Accordingly the Creditors Committee sought and obtained  the
Court's authority to retain Schnader Harrison Segal & Lewis LLP as
its special appellate counsel, nunc pro tunc to October 20, 2010,
to assist the Creditors Committee in defending the Ruling upon
appeal before the Third Circuit.

The PIA is the single largest asset of the estate by a very
substantial margin, Ms. Jones contends.  The Creditors Committee
believes that preserving the Court's Ruling is critical to ensure
a fair distribution to the unsecured creditors of the estate.

The Creditors Committee believes that the input and participation
of Honorable Timothy K. Lewis, a former judge of the Third Circuit
and now serving as the co-chair of the Appellate Practice Group of
Schnader, in the preparation of the principal Appeal brief and
oral argument before the Third Circuit panel, will be invaluable.

The professional services that Schnader will render in connection
with the Appeal include assisting and advising the Creditors
Committee and its primary counsel with respect to the preparation
of the appellee brief and oral argument, and advising and
consulting with them with respect to other aspects of the Appeal.

Schnader will be paid based on its hourly rates, and reimbursed
for its actual, necessary expenses and other charges.

The firm's current hourly rates are:

  Professional                  Rate
  ------------                  ----
  Timothy K. Lewis              $850
  Nancy Winkelman               $625
  Schnader's other members      $250 to $450

Ms. Jones asserts that the Creditors Committee's counsel,
Pachulski Stang Ziehl & Jones LLP, intends to work closely with
Schnader to ensure that there is no unnecessary duplication of
services performed or charged to the estate.

Judge Lewis assures the Court neither Schnader nor any of its
partners or other attorneys represent any interest adverse to the
Diocese and parties-in-interest in the matters upon which Schnader
is to be engaged.  He adds that Schnader is a "disinterested
person," within the meaning of Section 101(14) of the Bankruptcy
Code.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Morgan Lewis Okayed as Pension Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of the Catholic Diocese of Wilmington, Inc.,
received permission from the U.S. Bankruptcy Court for the
District of Delaware to retain Morgan, Lewis & Bockius LLP as its
special pension counsel, nunc pro tunc to October 11, 2010.

The application was approved despite objections by the Catholic
Diocese of Wilmington, Inc., and its Official Committee of Lay
Employees to the retention of Morgan Lewis as pension counsel.

Judge Christopher S. Sontchi previously approved the retention of
Morgan Lewis as special insurance counsel to the Creditors
Committee.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that according to the Diocese's
representations in the Disclosure Statement explaining its Plan of
Reorganization, the Diocese's Lay Pension Plan and Clergy Pension
Fund are significantly underfunded.

Ms. Jones also notes that the Disclosure Statement provides that
the Lay Pension Plan is a defined-benefit plan covering employees
of the Diocese and the Non-Debtor Catholic Entities and that the
assets of that fund are held in an irrevocable trust.  She adds
that the Diocese has also claimed that its ability to use assets
in the Clergy Pension Fund is restricted.

With respect to the Lay Pension Fund, the Disclosure Statement
also refers to potential litigation by the Official Committee of
Lay Employees regarding whether the Lay Pension Fund is held in
trust or is otherwise a "restricted asset" of the bankruptcy
estate, Ms. Jones further relates.  She adds that the Creditors
Committee was informed that prior to the Petition Date, the
Diocese purchased annuities to pay the applicable pension benefit
for all pension participants in the Lay Pension Plan, who retired
prior to January 1, 2009.

By this new application, the Creditors Committee seeks authority
to retain Morgan Lewis to assist and advise the Creditors
Committee and its counsel in analyzing:

  (a) claims against the Clergy Pension Fund and the Lay Pension
      Fund, including analyzing state law issues regarding the
      Diocese's pension obligations in light of the significant
      underfunding of the Pension Funds, the value of the assets
      in these Funds, and the value of vested or accrued
      benefits under the Clergy Pension Plan and the Lay Pension
      Plan;

  (b) the Diocese's prepetition purchase of annuities with
      assets withdrawn from the Lay Pension Fund;

  (c) whether the assets of the Pension Funds are held in trust
      or are otherwise "restricted" and not available to the
      Diocese's general unsecured creditors;

  (d) the obligations of non-Debtor employers, who participate
      in the Lay Pension Fund; and

  (e) other issues as necessary to assist the Creditors
      Committee with respect to issues relating to the Pension
      Funds.

The Creditors Committee needs independent advice to evaluate all
issues relating to the Pension Plans, Ms. Jones asserts.  She
avers that advice is also needed regarding the Diocese's
obligations in light of the Pension Plans' underfunding and
regarding the obligations of non-Debtor entities, who are
participating employees in the Lay Pension Plan.

Ms. Jones argues that the Creditors Committee should not be
dependent on advice from Diocese's counsel with respect to these
issues because the Diocese (i) made the questionable decision to
drain the Lay Pension Plan to buy annuities to pay a subset of
participants, and (ii) has taken the position that certain assets
to pay benefits under the Pension Plans are held in trust and not
otherwise available to general unsecured creditors.

The Creditors Committee submits that Morgan Lewis is well-suited
to act as its special pension counsel.  Robert L. Abramowitz,
Esq., will be the lead attorney with respect to pension issues,
the Committee notes.

Morgan Lewis will be paid based on these negotiated and discounted
hourly rates for its new services:

  Professional               Rate
  ------------               ----
  Robert L. Abramowitz       $653
  Colm Connelly              $536
  Marianne Yudes             $441
  Paul Richler               $475
  Paralegals                 $260

The firm will also be reimbursed for its necessary expenses.

Mr. Abramowitz, a partner at Morgan Lewis' Employee Benefits and
Executive Compensation Practice, assures the Court that Morgan
Lewis does not hold or represent any interest adverse to the
Diocese's estates, and is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CC MEDIA: S&P Raises Ratings on Secured Debt to 'CCC+'
------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
secured debt of CC Media Holdings Inc. operating subsidiary Clear
Channel Communications Inc.  S&P revised the recovery rating on
Clear Channel's secured debt to '3', indicating its expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default, from '5'.  S&P also raised its issue-level rating
on the secured debt to 'CCC+' -- at the same level as its 'CCC+'
corporate credit rating on the company -- from 'CCC', in
accordance with its notching criteria for a recovery rating of
'3'.

The revision of the recovery rating on Clear Channel's secured
debt reflects S&P's recent review of the company's recovery rating
profile.  S&P has revised its simulated default scenario to
reflect its view that it is now more likely that the company would
default in 2014, when over $3 billion of debt comes due.  At that
point, S&P estimates that the company will have approximately
$1.52 billion of EBITDA, significantly more than S&P had projected
in its previous analysis, in which S&P simulated a default in
2011.  In addition, S&P has raised its EBITDA multiple to value
the company to 7.5x from 7.0x.

All other ratings on the company, including the 'CCC+' corporate
credit rating, remain unchanged.  The rating outlook is positive.

                           Ratings List

                     CC Media Holdings Inc.
                Clear Channel Communications Inc.

       Corporate Credit Rating            CCC+/Positive/--

                         Revised Ratings

                Clear Channel Communications Inc.

                                            To       From
                                            --       ----
         Secured                            CCC+     CCC
           Recovery Rating                  3        5


CHRYSLER FINANCIAL: Said to Be Close to a Deal with TD Bank
-----------------------------------------------------------
Cristina Alesci, Zachary R. Mider and Jeffrey McCracken, writing
for Bloomberg News, report that three people with knowledge of the
matter said Toronto-Dominion Bank may reach an agreement as soon
as this week to acquire Chrysler Financial, the auto-loan company
owned by Cerberus Capital Management.

The Wall Street Journal, citing a person close to the matter, said
Cerberus is in talks with a number of firms, including ING Groep
of the Netherlands and Toronto-Dominion, among the potential
suitors.  According to the Journal, a deal valued at several
billion dollars to sell Chrysler Financial could be a few weeks
away.

Chrysler Financial is no longer affiliated with the Chrysler Group
automaker.

According to Bloomberg, one of the people, who declined to be
identified because the matter is private, said Chrysler Financial
may sell for almost $6 billion to $7 billion, which is the
company's book value, or assets minus liabilities.  The sources
told Bloomberg discussions with Toronto-Dominion could still fall
apart, and other potential buyers are talking with Cerberus.  An
agreement could also slip into next week, one person said.

Toronto-Dominion is Canada's second-largest bank.

As reported by the Troubled Company Reporter on October 18, 2010,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Chrysler Financial Services Americas LLC to 'CCC' from
'CCC-' and subsequently withdrew the rating at the company's
request.  S&P also withdrew its issue-level and recovery ratings
on the senior secured first- and second-lien debt that the company
has paid in full and terminated.  The outlook was stable prior to
the withdrawal of the rating.

"Chrysler Financial has managed ably the continued winding down of
its legacy portfolio of Chrysler auto receivables over the past
year, with significant reductions in leverage and operating
expenses, while reporting profits," said Standard & Poor's credit
analyst Brendan Browne.  "Although S&P remains uncertain of the
company's ability to successfully enter new business lines, S&P
recognizes that it has improved its financial position, warranting
a change in S&P's counterparty credit rating prior to the
withdrawal of that rating."

The company's new plan to expand into nonprime auto lending and
middle-market commercial lending represents an enormous shift in
strategy, remains in the early stages, and will come with new
risks, in S&P's view.  S&P will continue to monitor the company as
the plan develops and further details emerge.  Currently S&P
believes its success is uncertain, but S&P recognize it has made
some progress in its business plans.

The stable outlook reflected S&P's expectation that the company
will maintain a strong capital and liquidity position and remain
profitable through 2010 while it attempts to cultivate new areas
of business.

The TCR on August 25, 2010, reported that Dominion Bond Rating
Service upgraded the ratings of Chrysler Financial Services
Americas, including the Issuer Rating to CCC from "C ".  Further,
DBRS upgraded the ratings of the Second Lien Credit Facility to "B
" from "C " and has withdrawn the ratings on the First Lien Credit
Facility, which has been repaid in full.  Concurrently, DBRS has
removed all ratings from Under Review with Negative Implications,
where they were placed on April 30, 2009.  The trend on all
ratings is Stable.

DBRS's ratings of Chrysler Financial reflect the improving
financial profile, namely the improved capitalization,
significantly reduced debt levels and the sound credit risk and
servicing capabilities of the Company.  The ratings however, are
constrained by the still limited funding profile and uncertainties
regarding the Company's evolving business plan and its future
prospects as it endeavors to grow new lending in the sub and near-
prime auto space and to a lesser extent, into mid-market
commercial lending.


CIENA CAPITAL: Implements 50% Unsecured Creditor Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ciena Capital LLC implemented a reorganization plan
on Nov. 29 that the bankruptcy court in New York approved in a
Nov. 12 confirmation order.  The Plan pays about 50% to unsecured
creditors with $31 million in claims.  Secured lenders, with
$327 million in claims, took all the new stock for an estimated
recovery of less than 25%.  The Plan in large part was the result
of a settlement approved in June among the creditors' committee,
the SBA and Ciena's parent, Ares Capital Corp. that was designed
to generate the 50% dividend to unsecured creditors.

                        About Ciena Capital

Commercial real estate loan servicer Ciena Capital LLC fdba
Business Loan Express, LLC, was once the third-largest loan
originator for the U.S. Small Business Administration.

Ciena Capital and its debtor-affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 08-13783) on Sept. 30, 2008.
Ciena filed for bankruptcy protection after discovery that a
Michigan employee was recording fraudulent loans.  In its
Schedules of Assets and Liabilities, Ciena Capital disclosed $361
million in assets and $397 million in liabilities as of the
Petition Date.

The Debtors are represented by Peter S. Partee, Esq., Scott H.
Bernstein, Esq., and Andrew Kemensky, Esq., at Hunton & Williams
LLP.  The Official Committee of Unsecured Creditors is represented
by Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn &
Hessen LLP, in New York.  Donlin Recano is the claims and notice
agent.


CNO FINANCIAL: S&P Assigns 'B-' Rating to $300 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B-'
rating to CNO Financial Inc.'s $300 million senior secured notes
issue due 2017.  At the same time, Standard & Poor's placed this
rating on CreditWatch with positive implications because the other
ratings on CNO Financial have been on CreditWatch positive since
Dec. 1, 2010.

The $300 million notes are the second part of CNO Financial's plan
to refinance $652 million of current indebtedness due October
2013.  The company announced the first part on Nov. 30.

The ratings remain on CreditWatch positive pending the completion
of the refinancing.  S&P placed the ratings on CreditWatch because
of management's strategy to improve financial flexibility, which
it begun in the third quarter of 2009.  CNO Financial raised
$325 million on Nov. 30, 2010, from the senior secured credit
facility maturing September 2016.  It will complete the remaining
balance of the refinancing once it has raised the proceeds from
these notes plus some cash at the holding company to repay
$652 million of existing debt, maturing October 2013.  S&P
believes that the refinancing could enhance the company's
financial flexibility.

                           Ratings List

                        CNO Financial Inc.

   Counterparty credit rating                 B-/Watch Pos/--

                            New Rating

                        CNO Financial Inc.

     $300M senior secured notes                 B-/Watch Pos


COOPER COMPANIES: Moody's Raises Corporate Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of The Cooper Companies, Inc., to Ba2 from Ba3 and the ratings on
its $339 million senior notes due 2015 to Ba2 from Ba3.
Concurrently, Moody's lowered the speculative grade liquidity
rating to SGL-3 from SGL-2 to incorporate the January 2012
maturity of its revolving credit facility.  The ratings outlook is
stable.

These ratings have been upgraded:

  -- The corporate family rating to Ba2 from Ba3;

  -- The probability of default rating to Ba2 from Ba3; and

  -- $339 million senior unsecured notes due 2015 to Ba2 (LGD4,
     51%) from Ba3 (LGD4, 51%)

                        Ratings Rationale

The ratings upgrade reflects both the substantial reduction in
debt over the past two years and the expectation that Cooper will
continue to generate strong operating margins and meaningful free
cash flow.  Further, the ratings incorporate Moody's expectation
that Cooper will maintain its conservative financial policies
going forward.  The Ba2 rating benefits from Cooper's low
leverage, solid geographic sales diversification and strong market
presence in the global soft contact lens market.  These factors
are somewhat mitigated by Cooper's product concentration in
contact lenses, high level of competition within the industry,
modest size relative to other industry participants and minimal
tangible net worth.

The stable outlook reflects Moody's expectation the Cooper will
continue to grow its contact lens business organically while
executing bolt-on acquisitions to complement organic growth in its
CooperSurgical business.  In addition, Moody's anticipates that
debt reduction will continue, despite the potential for increasing
acquisition activities, given the proven cash flow capabilities of
its existing operations.

The change in the speculative grade liquidity rating to SGL-3
reflects the nearing maturity of the $650 million revolving credit
facility in January 2012.  While free cash flow is expected to
exceed $150 million in 2011, Moody's views the $250 million of
revolver borrowings, at October 31, 2010, as current maturities
that would likely need to be refinanced prior to maturity of the
revolver.  A refinancing of the revolver that extends the maturity
date would likely result in an upgrade of the SGL rating.

A ratings upgrade for the long term credit ratings, while not
expected in the near term given its high product concentration,
could surface if Cooper were to continue to lower its debt levels
while remaining committed to conservative financial policies and
maintaining its high profitability levels.  A downgrade could
occur if the company were to allocate a meaningful amount of its
cash flow to shareholder friendly activities and/or execute
substantial debt financed acquisitions.  Leverage maintained in
excess of 3.0x on a sustained basis would be viewed negatively.

The last rating action on Cooper was the change in outlook to
positive from stable on February 17, 2010.

Headquartered in Pleasanton, California, The Cooper Companies,
Inc. develops, manufactures and markets healthcare products
through its two business units.  CooperVision develops,
manufactures and markets a broad range of contact lenses for the
worldwide vision correction market.  CooperSurgical develops,
manufactures and markets medical devices, diagnostic products and
surgical instruments and accessories used primarily by
gynecologists and obstetricians.  For the twelve months ended
October 31, 2010, the company reported approximately $1.2 billion
in revenues.


DANA CORP: DBSI, SPCP Can Recoup Damages for Reduced Claims
-----------------------------------------------------------
Deutsche Bank Securities Inc. and SPCP Group, LLC, v. Lexington
Drake L.P., Lexington Antioch LLC, Lexington Realty Trust, and
Triple Net Investment Company LLC, No. 603051/2008E (N.Y. Cty.
Supr. Ct.), involves, primarily, a breach of contract claim
arising in connection with the sale and purchase of bankruptcy
claims against Dana Corporation.  The Plaintiffs purchased at a
discount unsecured debts owed by the Debtor to Lexington Drake
L.P. ($7,679,980) and Lexington Antioch LLC ($7,727,456),
landlords of the Debtor as to certain non-residential real estate
leases that the Debtor rejected or terminated in its bankruptcy
case.

In their complaint, the Plaintiffs allege that the seller-
Defendants breached the terms of two separate claim assignment
agreements.  The Defendants seek dismissal of the complaint.  The
Plaintiffs move for summary judgment against the Defendants,
seeking an amount equal to the purchase price of the bankruptcy
debt claims, multiplied by a "purchase rate," plus interest and
attorneys fees.

The Antioch Claim was purchased at the discount rate of 73.5% of
the claim amount.  The Drake Claim was purchased at the discount
rate of 70.0% of the claim amount.

The Debtor objected to the Claims.  The Claims Objection was
ultimately settled in December 2007, pursuant to which the Drake
Claim was allowed for $6.5 million, which resulted in a reduction
of the claim by $1,179,980.  The Antioch Claim was allowed for
$7.2 million, which resulted in a reduction of the claim by
$527,456.

Because the settlements resulted in a reduction of the Bankruptcy
Claims, which, according to the Plaintiffs, was an impairment of
the Claims, the Plaintiffs assert that they are entitled to be
compensated pursuant to the Contracts.  The Defendants refused the
demand for compensation.

Justice Bernard J. Fried denied the dismissal motion and granted
the Plaintiffs' summary judgment motion only as to the issue of
the Defendants' liability.

The Plaintiffs assert that they are entitled to damages, as
computed pursuant to a formula set forth in the Claim sale
contracts.  The Plaintiffs assert that (1) as to the Drake Claim,
they are entitled to recover $825,986, plus interest at 10% per
annum from June 30, 2006; (2) as to the Antioch Claim, they are
entitled to recover $387,680, plus interest at 10% per annum from
June 30, 2006; and (3) they are entitled to attorneys' fees and
expenses with respect to both Claims.

Justice Fried, however, noted that the Plaintiffs have not taken
into account the additional distributions they received under the
Debtor's plan in computing damages.  The additional distributions
must have been considered and weighed by the Plaintiffs in
connection with their decision to settle the Bankruptcy Claims at
reduced amounts.

Justice Fried held that the issues with respect to (1) the amount
of damages suffered by the Plaintiffs and (2) the award of
attorneys' fees and expenses in favor of the Plaintiffs, are
referred to a Special Referee of the court to hear and report with
recommendations.

A copy of Justice Fried's November 22, 2010 Slip Opinion is
available at http://is.gd/isVFZfrom Leagle.com.

The Plaintiffs are represented in the state court action by:

          Sander Bak, Esq.
          Tawfiq S. Rangwala, Esq.
          MILBANK TWEED HADLEY & MCCLOY LLP
          One Chase Manhattan Plaza
          New York, NY 10005-1413
          Telephone: 212-530-5125
          E-mail: sbak@milbank.com
                  trangwala@milbank.com

Lexington et al. are represented by:

          John E. Jureller, Jr., Esq.
          KLESTADT & WINTERS LLP
          292 Madison Avenue, 17th Floor
          New York, NY 10017-6314
          Attorney John Jureller
          Telephone: 212-972-3000
          Facsimile: 212-972-2245
          E-mail: jjureller@klestadt.com

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on Aug. 31, 2007.  Judge Burton
Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007.
The Plan was declared effective Jan. 31, 2008.  Upon emergence,
the Company was renamed as Dana Holding Corporation.


DAUFUSKIE ISLAND: Notices of Appeal Don't Stall Bankruptcy
----------------------------------------------------------
WestLaw reports that the notices of appeal filed by a resort
vendor in a Chapter 11 debtor's bankruptcy case and the vendor's
adversary proceeding therein did not divest the bankruptcy court
of jurisdiction to enter orders deciding summary judgment motions
in the adversary proceeding, which thus were properly entered.
The orders from which the vendor appealed were not final,
appealable orders, were not certified for immediate appeal, and
did not fall within the collateral order doctrine.  Moreover, the
appeals were untimely, and the issues on appeal were not affected
by the matters addressed in the orders.  In addition, one of the
appealed orders would aid in the consideration of the appeal,
assuming it addressed issues subject to the appeals.  In re
Daufuskie Island Properties, LLC, --- B.R. ----, 2010 WL 4643016
(Bankr. D. S.C.)

A copy of the Honorable John Waites' Order dated Sept. 8, 2010, in
The Melrose Club, Inc. v. Robert C. Onorato, in his capacity as
Chapter 11 Trustee for the Estate of Daufuskie Island Properties,
LLC, et al., Adv. Pro. No. 09-00389 (Bankr. D. S.C.), is available
at http://is.gd/isPIXfrom Leagle.com.

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operated the Daufuskie Island Resort & Breathe Spa.  The company
is owned by Gayle and Bill Dixon, a San Francisco Bay area
couple.  Daufuskie Island Properties sought Chapter 11
protection (Bankr. D. S.C. Case No. 09-00389) on Jan. 20, 2009.
As reported in the Troubled Company Reporter on Jan. 19, 2010, the
resort property was sold for $49.5 million to Montauk Resorts LLC,
and the sale proceeds will be distributed to creditors pursuant to
a liquidating Chapter 11 plan by the Chapter 11 Trustee.


DELPHI CORP: Hearing on Final Decree for 5 Cases on December 16
---------------------------------------------------------------
Pursuant to Section 350 of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, DPH Holdings Corp. ask
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to enter a final decree and order
closing the Chapter 11 cases of five of its debtor affiliates:

  Closing Debtor                                    Case No.
  --------------                                    --------
  Delphi Automotive Systems International, Inc.     05-44589
  Delphi China LLC                                  05-44577
  Delphi Furukawa Wiring Systems LLC                05-47452
  Delphi LLC                                        05-44615
  MobilAria, Inc.                                   05-47474

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells the Court that the
Reorganized Debtors have completed the process of reconciling all
claims and have no further obligations pending under the Modified
First Amended Joint Plan of Reorganization with respect to the
Chapter 11 cases of the Closing Debtors.  All motions, contested
matters and adversary proceedings have been finally resolved with
respect to the Closing Debtors, he reveals.  Indeed, one of the
Closing Debtors, Delphi China LLC, was acquired by Delphi
Automotive LLP through a stock sale, he relates.

Section 350 provides that "[a]fter an estate is fully
administered and the court has discharged the trustee, the court
shall close the case."

The entry of a final decree and order in the Closing Debtors'
Chapter 11 cases is appropriate, Mr. Butler asserts.  He insists
that all six factors set forth in the Advisory Committee Note to
Bankruptcy Rule 3022 have been satisfied with respect to each of
the Closing Debtors' reorganization cases, namely:

  (a) the Modified Plan was approved on July 30, 2009 pursuant
      to a final order of the Bankruptcy Court;

  (b) there are no deposits that need to be distributed with
      respect to the Closing Debtors;

  (c) the property proposed to be transferred pursuant to the
      Modified Plan has been transferred with respect to each of
      the Closing Debtors, including the stock sale of Delphi
      China LLC to Delphi Automotive LLP;

  (d) DPH Holdings is managing the assets of the Reorganized
      Debtors in accordance with the Modified Plan;

  (e) DPH Holdings has commenced distributions under the
      Modified Plan and will make the distributions on account
      of Allowed Claims set forth in the Modified Plan; and

  (f) all motions, contested matters and adversary proceedings
      will be finally resolved with respect to each Closing
      Debtor prior to entry of the Final Decree and Order.

Likewise, each of the cases of the Closing Debtors has reached
the point of substantial consummation as defined under Section
1102 of the Bankruptcy Code, Mr. Butler adds.

Nevertheless, the Chapter 11 cases of DPH Holdings and certain
other Reorganized Debtors will remain open to complete the
administration and implementation of the Modified Plan until a
final decree is entered in those cases, Mr. Butler states.  The
closing of the Closing Debtors' cases thus will not impact the
continued implementation of the Modified Plan, he assures the
Court.

Mr. Butler also avers that closing of the Chapter 11 cases of the
Closing Debtors will result in cost savings for the Reorganized
Debtors, as they will no longer need to pay ongoing quarterly fees
for the Closing Debtors.

The Reorganized Debtors further ask the Court to retain
jurisdiction to enforce or interpret its own orders pertaining to
the Closing Debtors, including, but not limited to, the July 30,
2009 confirmation order to the Modified Plan.

Judge Drain is set to consider the Reorganized Debtors' request on
December 16, 2010.  Parties-in-interest have until December 9 to
file any objections.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: Objectors Say Filing of Amended Suits "Futile"
-----------------------------------------------------------
DPH Holdings and certain of its affiliated debtors are seeking
permission from the Bankruptcy Court to file amended complaints
in certain adversary proceedings.

Several creditors, however, oppose the Reorganized Debtors'
request for leave to file amended complaints to recover amounts
allegedly transferred by Delphi Corp. to those creditors.

The Objecting Creditors are:

  * Affinia Group Holdings Inc. and Brake Parts Inc.
  * Pro Tech Machine
  * Stephenson and Sons Roofing
  * A-1 Specialized Services & Supplies, Inc.
  * MSX International, Inc.
  * RSR Corporation
  * Eco-Bat America, LLC
  * Victory Packaging LP
  * Carlisle Companies Inc.
  * Sprimag Inc.
  * Republic Engineered Products, Inc.
  * Jamestown Container Corporation
  * Summit Polymers Inc.
  * Vanguard Distributors, Inc.
  * Verizon Business Network Services Inc.
  * Niles USA, Inc.
  * Decatur Plastic Products, Inc.
  * West Michigan Spline, Inc.
  * Magnesium Electron Inc. and Magnesium Elektron Inc.
  * Globe Motors, Inc.
  * Intec Group, Inc.
  * Tyco Adhesives, L.P.
  * TechCentral L.L.C.
  * Johnson Controls Battery Group and Johnson Controls Inc.
  * E.I. du Pont de Nemours and Company and Dupont Power
    Coatings USA Inc.
  * F.A. Tech Corporation
  * Vishay Americas, Inc.
  * Methode Electronics, Inc.
  * Universal Tool & Engineering Company, Inc.
  * Rieck Group, LLC n/k/a Mechanical Construction Managers, LLC
  * Acord Holdings, LLC
  * Microchip Technology Inc.
  * Wells Fargo Bank, N.A.
  * Heraeus "Defendants"
  * Unifrax I LLC
  * Doshi Prettl International n/k/a Detroit Products
    International, LLC
  * D&R Technology, LLC
  * Plasco, Inc.
  * Kyocera America, Inc.
  * Blair Strip Steel, Co.
  * Bosch Chassis Systems Columbia L.L.C. f/k/a PBR Columbia
    L.L.C.
  * ATS Automation Tooling Systems Inc.
  * Spartech Polycom
  * Pontiac Coil, Inc.
  * Ambrake Corporation and Ambrake Corp.
  * Williams Advanced Materials Inc.
  * Robert Bosch LLC
  * Viscom Inc.
  * Park-Ohio Industries, Inc.
  * DSSI, LLC and DSSI
  * MJ Celco, Inc.
  * Select Industries, Corp.
  * Mtronics.com, Inc.
  * The Timken Company and The Timken Corporation
  * Barnes & Associates

The Heraeus Defendants refer to Heraeus Precious Metals, LLC;
Heraeus Metals Processing and Heraeus Metals Processing Ltd.

The Objecting Creditors led by Affinia and MSX stress that the
Reorganized Debtors' filing of the proposed amended complaints is
futile for these reasons, among others:

  (A) The Objecting Creditors were not served with, and had no
      notice -- actual or otherwise -- of the Reorganized
      Debtors' motions dated February 28, 2008, April 10, 2008,
      and October 2, 2009, for an extension of the deadline to
      serve adversary proceeding summonses and complaints or the
      "Extensions Motions" or orders dated March 28, 2008,
      April 30, 2008, and October 22, 2009, extending the
      service of process or the "Extension Orders.

  (B) The Objecting Creditors had no notice of the Extension
      Orders, thus they may now challenge those Orders de novo.

  (C) Delphi Corp. was not entitled to obtain the Extension
      Orders, including the April 30, 2008 Extension Order,
      because Rule 4(m) of the Federal Rules of Civil Procedure
      may be used only to facilitate service, and it was not
      proper for Delphi to use Rule 4(m) to avoid prosecuting
      preference actions for more than two years while it
      preserved its business relationship with unsuspecting
      defendants and used its resources in other areas it deemed
      more important.

  (D) Any preference action is time-barred without the Extension
      Orders.

Counsel to Affinia, Judy B. Calton, Esq., at Honigman Miller
Schwartz and Cohn LLP, in Detroit, Michigan, contends that the
Proposed Amended Complaints do not comply with the requirements
of the September 7, 2010, Dismissal Order.  In the Dismissal
Order and the Court's rulings at the conclusion of the Dismissal
Hearing, the Court dismissed all claims against the applicable
Objecting Creditors because the Reorganized Debtors failed to
plead sufficient facts to state a claim and failed to comply with
Rule 8 of the Federal Rules of Civil Procedure, made applicable
by Rule 7008 of the Federal Rules of Bankruptcy Procedure, she
reminds the Court.

Indeed, the Objection Creditors complain that the proposed
Amended Complaints fail to, among other things:

  (a) identify the transfer and obligor with regard to each
      transfer complained of;

  (b) specify the delivery date, invoice date and transfer date
      with regard to each transfer complained; and

  (c) identify the antecedent debt with respect to several
      individual Transfers alleged in the proposed Amended
      Complaints.

Other Objecting Creditors, including A-1, Tyco and Victory,
contend that Delphi has assumed the contracts underlying the
alleged preferential transfers, Ms. Calton states.

Against this backdrop, the Proposed Amended Complaints still fail
to state a claim under Rules 8 and 12(b)(6) of the Federal Rules
of Civil Procedure, Ms. Calton insists.

Similarly, she asserts, the Reorganized Debtors' insinuation that
the proposed Amended Complaints should not be judged according to
the standard articulated in the U.S. Supreme Court cases Ashcroft
v. Iqbal and Bell Atlantic Corp. v. Twombly is unsupported by
well-established precedent concerning the retroactivity of
Supreme Court decisions in civil cases.

The Objecting Creditors also point out that the Reorganized
Debtors have not provided adequate proof of insolvency in the
face of their own admission that Delphi Automotive System, LLC,
the alleged transferor, was solvent as of the Petition Date.  DAS
had a net worth of over $2.6 billion as confirmed by its
bankruptcy schedules, and it cannot establish the essential
insolvency element, Ms. Calton discloses.  At best, DAS' claims
are futile because it was solvent at the time it made the alleged
preferential transfers, she maintains.

Ms. Calton emphasizes that the Objecting Creditors have suffered
great prejudice because of Delphi's more than two-year delay in
serving the adversary complaints -- during which time Delphi
closed all of its Delphi facilities, lost track of its
knowledgeable former employees, and did not preserve much of its
Delphi data.  If the filing of the Proposed Amended Complaints is
allowed and the adversary cases are permitted to continue, the
Objecting Parties argue that they will be at a severe disadvantage
in their efforts to defend these matters.

The Objecting Creditors thus urge Judge Drain to deny the
Reorganized Debtors' Motion and spare them the further expense of
opposing claims that are unlikely to ever succeed.

The Court is set to consider the Debtors' request on February 17,
2011.  The Reorganized Debtors' reply to the Objections is due no
later than January 28.

                 Other Creditors Join Objections

More parties adopted the arguments asserted by the Objecting
Creditors in opposition of the Motion for Leave to File Amended
Complaint.  They are:

  * Critech Research Inc.
  * Access One Technology Group, LLC
  * Rotor Coaters International Inc.
  * Monroe, Inc.
  * Ahaus Tool & Engineering Inc.
  * Sunstone Components Group, Inc.

Moreover, these individuals filed separate declarations in support
of certain Objecting Creditors' responses and joinders:

  (1) Leah Borrello, chief financial officer of Victory
      Packaging, LP

  (2) Timothy R. Glandon, vice president and general manager at
      Methode Electronics, Inc.

  (3) Kevin Forster, president of Carlisle Companies Inc.

  (4) Anthony W. Urban, president of D&R Technology

  (5) Patrick M. Cotter, vice president of administration and
      control of Kyocera Industrial Ceramics Corp.

  (6) Jill Warner, vice president of finance of Rotor Coaters
      International Inc.

  (7) Michael Hart, manager, credit & accounts receivable, of
      The Timken Corp. and The Timken Company

  (8) Donald Tinsley, president and chief executive officer of
      Acord Holdings, LLC

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Developers
Diversified Realty Corporation:

  -- Issuer Default Rating at 'BB';
  -- $1 billion unsecured revolving credit facilities at 'BB';
  -- $1.5 billion unsecured medium term notes at 'BB';
  -- $625.3 million unsecured convertible notes at 'BB';
  -- $555 million preferred stock at 'B+'.

The Rating Outlook is Stable.

The affirmation of DDR's IDR reflects Fitch's view that the
company's credit profile remains consistent with the 'BB' rating.
DDR's retail property portfolio continues to demonstrate solid
fundamentals, as occupancy increases and rental income from
formerly vacant space have resulted in consistent fixed charge
coverage.  The company's credit strengths also include a well-
laddered lease expiration schedule, a granular tenant roster, a
broad geographical footprint, strong access to capital, and
limited development risk.  Credit concerns include a net debt to
recurring operating EBITDA ratio that, absent significant
deleveraging transactions, is expected to remain appropriate for a
'BB' rating and unencumbered asset coverage of unsecured debt that
provides limited downside protection to bondholders.  DDR also has
a liquidity coverage ratio of below 1.0 times, driven by sizeable
debt maturities in 2012.  The Stable Outlook centers on the
expected consistency of DDR's credit ratios over the near term and
the stable environment for retailers that underpins demand for
retail space.

DDR's leasing activity across the portfolio remains solid, as the
company continues to renew space and fill properties vacated by
bankrupt tenants.  The core portfolio leased rate increased to 92%
as of Sept. 30, 2010, from 91.6% as of June 30, 2010, and 90.9% as
of Sept. 30, 2009, and the third quarter of 2010 (3Q'10) marked
the fifth consecutive quarter of sequential increases in occupancy
as demand remains good.  Moreover, lease spreads on new leases and
renewals were 5% in 3Q'10, while 75% of space formerly occupied by
bankrupt tenants has been leased, sold or is under letter of
intent for divestiture.  These trends have contributed towards
good same-store NOI growth of 2% in 3Q'10 after growth of 1.5% in
2Q'10 and declines of 2.6% and 3% in 1Q'10 and full year 2009,
respectively.

The company's fixed charge coverage ratio (defined as recurring
operating EBITDA including Fitch's estimate of recurring cash
distributions from joint ventures less recurring capital
expenditures less straight line rent adjustments divided by total
interest incurred and preferred stock dividends) was 1.4x for the
trailing 12 months ended Sept. 30, 2010, compared with 1.6x in
2009 and 1.6x in 2008.  Fitch anticipates that over the next 12-24
months, low single digit same-store NOI growth coupled with
incremental cash flow from newly leased space previously vacated
by bankrupt tenants and less capital utilized to fund tenant
improvements will result in fixed charge coverage of approximately
1.5x, absent significant deleveraging transactions.

DDR has a well-laddered lease expiration schedule with 0.4%, 3.1%,
and 4.8% of anchor base rents expiring in 4Q'10, full year 2011
and full year 2012, respectively.  2.4%, 8.6%, and 8.1% of shop
space rents expire in 4Q'10, full year 2011 and full year 2012,
respectively, providing incremental opportunities to continue
pushing rents to higher market levels.  Generally, DDR has a
granular tenant roster; Wal-Mart Stores, Inc. (Fitch IDR 'AA' with
a Stable Outlook) is the largest tenant representing 4.3% of
rental revenues, and no other tenant contributes more than 2% of
rental revenues.  The portfolio also spans geographical regions
with the largest states being Georgia (10.2% of gross leasable
area), Florida (9.4%), Ohio (7.1%), New York (6.8%) and North
Carolina (6.5%).

The company has demonstrated strong access to capital, having
issuing 10-year unsecured bonds, common equity, and convertible
notes in 2010, accessing the secured debt market, and recently
renewing its unsecured credit facilities.  The previous facilities
totaled $1.325 billion at a coupon rate of LIBOR plus 75 basis
points, while the new facilities mature in February 2014 and total
$1.015 billion at a coupon rate of LIBOR plus 275 basis points.
Under the new facilities, certain terms have changed, including an
increase in the capitalization rate used to calculate the market
value of assets to 8% from 7.5% under the previous facilities.  In
addition, an unencumbered debt yield test (unencumbered NOI to
unsecured debt) has been added, which must exceed 10% through
4Q'10, 11% through 2Q'12 and 11.5% thereafter.

The company's development risk remains limited as the company is
actively involved in only two development projects and one
redevelopment project.  However, DDR has a large land portfolio,
which along with construction in progress totaled $817.7 million
as of Sept. 30, 2010 (10.4% of total assets), compared with
$858.9 million (10.2% of total assets) as of Dec. 31, 2009 and
$882.5 million (9.8% of total assets) as of Dec. 31, 2008.

DDR's leverage, measured as net debt to recurring operating EBITDA
including Fitch's estimate of recurring cash distributions from
joint ventures, remains at a level that is appropriate for a 'BB'
rating at 9.5x as of Sept. 30, 2010, compared with 10.9x as of
Dec. 31, 2009 and Dec. 31, 2008.  Fitch projects that leverage may
fall slightly to approximately 9.0x by year-end 2011 principally
due to retained cash from operations used to pay down borrowings
as the company is currently paying a limited quarterly common
stock cash dividend.

DDR has a large unencumbered property pool that generated
approximately $259.1 million of NOI for the 12 months ended
Sept. 30, 2010.  However, unencumbered assets (calculated as
unencumbered NOI divided by a capitalization rate of 8%) divided
by unsecured debt was 1.5x as of Sept. 30, 2010 and 1.4x pro forma
for a $200 million paydown of secured term debt with the company's
unsecured revolving credit facilities and recent asset sales.
Unencumbered asset coverage currently provides limited downside
protection to unsecured bondholders.

The company's sources of liquidity (unrestricted cash,
availability under revolving credit facilities pro forma for the
new commitment size, partial paydown of secured term debt, recent
convertible bond issuance and recent asset sales, projected
retained cash flows from operating activities after dividends and
distributions) divided by uses of liquidity (pro rata debt
maturities and projected recurring capital expenditures) result in
a liquidity coverage ratio of 0.5x for Oct. 1, 2010 through Dec.
31, 2012.  This liquidity coverage ratio is driven by sizeable
debt maturities in 2012, when 28.1% of the company's pro rata debt
matures pro forma for the convertible bond offering and partial
paydown of secured term debt in October 2010.  However, the
company's liquidity coverage ratio would be 1.2x if the company
refinances 85% of maturing secured debt, consistent with recent
consolidated secured debt refinancings.

The Stable Outlook centers on the Fitch's expectation that the
company's credit ratios will remain steady over the near term, but
that DDR will continue to de-lever modestly via retained capital.
The Stable Outlook further reflects that retailers will experience
modest growth in same-store sales and new store expansions,
driving demand of retail space.

The two-notch difference between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB'.  Based on the criteria report, 'Equity Credit
for Hybrids & Other Capital Securities,' DDR's preferred stock is
75% equity-like and 25% debt-like since it is perpetual and has no
covenants but has a cumulative deferral option.  Net debt plus 25%
of preferred stock to recurring operating EBITDA was 9.8x at Sept.
30, 2010, down from 11.2x at Dec. 31, 2009 and Dec. 31, 2008.

These factors may have a positive impact on DDR's ratings and/or
Outlook:

  -- Fixed charge coverage sustaining above 1.6x (fixed charge
     coverage ratio was 1.4x for the trailing 12 months ended
     Sept. 30, 2010);

  -- Net debt to recurring operating EBITDA sustaining below 9.0x
     (leverage was 9.5x as of Sept. 30, 2010);

  -- Improvements in liquidity coverage.

These factors may have a negative impact on DDR's ratings and/or
Outlook:

  -- Fixed charge coverage sustaining below 1.4x;

  -- Net debt to recurring operating EBITDA sustaining above
     10.0x;

  -- Further reductions in liquidity coverage.

DDR is a real estate investment trust based in Cleveland, Ohio in
the business of acquiring, developing, redeveloping, leasing, and
managing shopping centers and other retail properties.  As of
Sept. 30, 2010, the company had $9.3 billion in undepreciated book
assets, a common equity market capitalization of $2.9 billion, and
a total market capitalization of $7.8 billion.  As of Sept. 30,
2010, DDR's portfolio included 586 shopping centers and interests
in retail properties.


DUNE ENERGY: Has $40-Mil. Replacement Term Loan from Wayzata
------------------------------------------------------------
Dune Energy Inc. said it has replaced its $40 million revolving
credit facility with Wells Fargo Capital Finance, LLC, with a new
$40 million term loan facility from Wayzata Opportunities Fund II,
L.P.  The new facility will mature on March 15, 2012.

Major terms of the new facility are that Wells Fargo Capital
Finance, LLC will remain agent for the facility, the $8.5 million
of standby Letters of Credit for P&A bonds will now be cash
collateralized through the bonding agent, the June 2011 bond
interest payment of $15.75 million will be held in escrow until
due.

The primary negative covenant of the term loan is that the total
present value of future net revenues discounted at 10%, or PV-10%,
of the proved developed reserves must be greater than two times
the value of the face amount of the term loan. The mid-year, June
30, 2010 unaudited internally prepared reserve report PV-10 using
Securities and Exchange Commission, or SEC, price assumptions was
$149.9 million or 3.7 times the value of the revolver.

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet at Sept. 30, 2010, showed
$296.72 million in total assets, $343.46 million in total
liabilities, and a stockholders' deficit of $248.48 million.

                          *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's, and 'Ca' corporate
family and probability of default ratings, with negative outlook,
from Moody's Investors Service.

S&P said in April 2010 that "the company's heavy debt burden makes
the prospects of a distressed exchange or bankruptcy a distinct
possibility."


DYNAVAX TECHNOLOGIES: Has Safety Data for Flu Vaccine Component
---------------------------------------------------------------
Dynavax Technologies Corporation reported safety and
immunogenicity data from its Phase 1a clinical trial of N8295, one
of two key components of its Universal Flu Vaccine candidate.
N8295 is a fusion protein comprised of NP and M2e, two highly
conserved influenza antigens covalently linked to Dynavax's
proprietary second-generation TLR9 agonist.  The trial assessed
three dose levels of N8295 in a total study population of 39
subjects.  The Phase 1a data showed:

  * All doses were very safe and generally well tolerated;
  * No dose limiting toxicities;
  * Positive antibody responses to M2e; and
  * Positive T-cell mediated responses to NP.

Based on preliminary safety data, Dynavax initiated a Phase 1b
study in September 2010 to evaluate the safety of the combination
of N8295, the novel component of Dynavax's Universal Flu vaccine
candidate, and an investigational H5N1 avian influenza vaccine.
Detailed results of the Phase 1a and 1b studies will be reported
at the World Health Organization 7th Meeting on Evaluation of
Pandemic Influenza Prototype Vaccines in Clinical Trials in
Geneva, Switzerland in February 2011.

Dr. J. Tyler Martin, M.D., Dynavax President and Chief Medical
Officer, said, "Now that we have completed the safety assessment
of the novel component, N8295, we are eager to assess the
combination of N8295 with an avian flu vaccine.  Those data are
expected to improve our understanding of the immunologic
properties of our universal flu vaccine candidate in the absence
of pre-existing immunity to the H5N1 flu strain in human subjects.
These are key achievements in the continued development of
Dynavax's Universal Flu Vaccine as they should allow us to design
a proof-of-concept study."

Dynavax's Universal Flu Vaccine is designed to offer protection
against divergent influenza strains as well as to increase the
efficacy of a conventional influenza vaccine.  Preclinical data
have confirmed the expected immunogenicity and mechanistic effects
of the vaccine candidate's novel components.  The production of
cytotoxic T-cells by NP and cytotoxic antibodies by M2e have been
demonstrated in preclinical studies, as has an increase in
neutralizing antibodies provided by a co-administered conventional
influenza vaccine.  A GLP toxicity study demonstrated that this
Universal Flu vaccine candidate is well-tolerated.

                    About Dynavax Technologies

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

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

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


EASTERN LIVESTOCK: Creditors Seek Bankruptcy for Firm Amid Probe
----------------------------------------------------------------
Creditors have filed an involuntary Chapter 11 petition (Bankr.
S.D. Ind. Case No. 10-93904) in New Albany, Indiana, for Eastern
Livestock Co., LLC.

Eastern Livestock is a cattle brokerage company under federal
investigation for writing millions of dollars in bad checks, Dow
Jones' Small Cap reports.

The petitioning creditors are Southeast Livestock Exchange LLC,
Moseley Cattle Auction LLC and David L. Rings.  The Creditors
claim they are owed a total of $1.45 million for "cattle sold."

Eastern Livestock has 20 days to respond to the petition under
bankruptcy law.

Eastern Livestock, which is located in New Albany, Ind., describes
itself on its Web site as one of the largest cattle brokerage
companies in the U.S.

The petitioning creditors are represented by:

    C. R. Bowles, Jr., Esq.
    Greenbaum Doll & McDonald
    101 S. 5th St.
    Louisville, KY 40202
    Tel: 502-589-4200
    E-mail: crb@gdm.com

    Ivana B. Shallcross, Esq.
    GREENEBAUM DOLL & MCDONALD
    3500 National City Tower
    101 S. 5th Street
    Louisville, KY 40202
    Tel: (502) 587-3714
    Fax: (502) 540-2130
    E-mail: ibs@gdm.com

    John W Ames, Esq.
    GREENEBAUM, DOLL & MCDONALD
    101 S 5th St Ste 3300
    Louisville, KY 40202
    502-589-4200
    E-mail: jwa@gdm.com


EDITH AVANZADO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edith Avanzado
        307 Linda Vista Avenue
        Pasadena, CA 91105

Bankruptcy Case No.: 10-62201

Chapter 11 Petition Date: December 7, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: Roy C. Dickson, Esq.
                  2323 N. Tustin Avenue, Suite I
                  Santa Ana, CA 92705
                  Tel: (714) 541-8080
                  Fax: (714) 541-8090
                  E-mail: roycd@aol.com

Scheduled Assets: $5,138,150

Scheduled Debts: $6,550,329

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-62201.pdf


ERIE PLAYCE: Harris May Get Payments Under Nondefault Rate
----------------------------------------------------------
Harris N.A., as assignee from Amcore Bank N.A., a secured creditor
holding a mortgage on real estate owned by Erie Playce LLC,
objected to Erie's request to direct the receiver to make payments
to Harris.  The issue before the court is the proper calculation
and application of 11 U.S.C. Sec. 362(d)(3)(B)(ii)'s monthly
payment, where a prepetition state court judgment was issued,
substituting a judgment rate of interest for the interest rate
specified by the contract.

Judge Pamela S. Hollis rules in favor of Erie, holding that the
judgment rate of interest does not replace the nondefault contract
rate of interest for the purposes of Sec. 362(d)(3)(B)(ii).
Because Harris is undersecured, it is not entitled to apply the
monthly payments under Sec. 362(d)(3)(B)(ii) to postpetition
interest.

Judge Hollis says Erie may direct the receiver to make monthly
payments in an amount equal to $25,707.08 until Erie proposes a
plan of reorganization that has a reasonable possibility of being
confirmed within a reasonable time.  The payments will be applied
to the principal obligation.

Erie and Harris, as assignee from Amcore, are parties to a
promissory note for $5,100,000 dated June 14, 2002, as modified to
$6,371,081.48 on February 24, 2008.  The note indebtedness was
secured by a first mortgage which was duly recorded on June 18,
2002.  Harris asserts a $7.8 million claim against Erie.  Although
there has been no adjudication of the value of the Property,
neither party asserts its value is such as to render Harris
oversecured.

In July 2008, Amcore brought an action to foreclose the mortgage,
Amcore Bank N. A. v. Erie Playce LLC and First Midwest Bank et
al., 08-CH-29638 (Cook Cty. Cir. Ct.).  As of the Petition Date,
that action was still pending.  Harris obtained a judgment against
Erie for $7,215,927.44 on July 29, 2008, which carried with it a
9% judgment rate of interest.  On July 31, 2009, in the State
Case, the Circuit Court appointed a receiver.  The receiver was in
place as of the Petition Date.

A copy of Judge Hollis' December 7, 2010 Memorandum Opinion is
available at http://is.gd/it1Hqfrom Leagle.com.

Erie Playce LLC is a single asset real estate debtor as defined
under 11 U.S.C. Sec. 101(51B), owning and operating a four-story
commercial building commonly known as 520 West Erie Street,
Chicago, Illinois.  It filed for Chapter 11 (Bankr. N.D. Ill. Case
No. 10-22637) on May 18, 2010.  Paula K. Jacobi, Esq., and Timothy
S. McFadden, Esq., at Barnes & Thornburg LLP, in Chicago, serve as
bankruptcy counsel.  In its petition, the Debtor listed $1 million
to $10 million in assets and $10 million to $50 million in debts.
John T. Suzuki, principal at Collateral Trustee, in Chicago, is
the receiver for the Debtor.


EVERGREEN SOLAR: Unveils Comprehensive Recapitalization Plan
------------------------------------------------------------
Evergreen Solar, Inc., on Monday said its Board of Directors has
approved a comprehensive recapitalization plan to align the
company's capital structure with its current business model and to
better position Evergreen Solar for future growth.  The
recapitalization plan, if fully executed, will:

     -- Substantially reduce the company's outstanding
        indebtedness and annual interest expense;

     -- Exchange a substantial portion of the company's existing
        convertible debt for new debt with longer maturities and
        lower conversion prices;

     -- Create a capital structure that should provide greater
        incentive to convertible debt holders to convert their
        notes into shares of the company's common stock, which
        would further accomplish Evergreen Solar's goal of
        substantially reducing outstanding debt; and

     -- Enhance the company's flexibility to manage its business
        by eliminating certain restrictive covenants and the
        security interests contained in existing debt instruments.

The recapitalization plan is comprised of these key elements:

     -- Exchange offers and a consent solicitation;

     -- Raising additional capital by seeking to sell up to
        $40,000,000 aggregate principal amount of Evergreen
        Solar's new 4% Convertible Subordinated Additional Cash
        Notes due 2020;

     -- Implementing the 1-for-6 reverse stock split previously
        approved by Evergreen Solar's stockholders at the
        company's annual meeting on July 27, 2010, which will
        become effective prior to the closing of the exchange
        offers; and

     -- Increasing Evergreen Solar's authorized shares of common
        stock from 120,000,000 to 240,000,000 shares (after giving
        effect to the reverse stock split), in order to ensure
        that the company has sufficient shares available for
        future issuances.

Evergreen Solar plans to hold a Special Meeting of stockholders in
early 2011 to ask its stockholders to support the recapitalization
plan.  Specifically, the proposed exchange offers and consent
solicitation described in summary below, as well as the increase
in authorized shares of common stock, will require approval from
the company's stockholders, in accordance with certain NASDAQ and
Delaware corporate law requirements.

If the company's stockholders fail to provide the approval
required for NASDAQ and Delaware law purposes at the Special
Meeting, the company will not be able to implement its
recapitalization plan as contemplated and thus will be unable to
reduce its outstanding indebtedness and interest expense or
strengthen its capital structure and the company will consider all
other viable alternatives which may be available.  The
alternatives may not be on terms as favorable to its stockholders
as the recapitalization plan.

In addition, if at the Special Meeting the company's stockholders
fail to approve the proposed increase in the authorized shares of
common stock, the company may still choose to complete the
exchange offers.  Having these additional authorized shares would
increase the company's financial flexibility going forward to
raise additional funding using equity and equity linked
securities.  In addition, the lack of additional authorized shares
could, under certain circumstances, limit the company's ability to
pay certain amounts under the new notes using shares of common
stock instead of cash, which would reduce the company's financial
flexibility.

Lazard Capital Markets LLC will serve as the dealer manager for
the exchange offers and sole bookrunner for the new money
offering.

                    Summary of Exchange Offers
                     and Consent Solicitation

In the exchange offers, Evergreen Solar is offering to exchange
(i) its new 4% Convertible Subordinated Additional Cash Notes due
2020 for up to $200,000,000 aggregate principal amount of its
existing 4% Senior Convertible Notes and (ii) its new 7.5%
Convertible Senior Notes due 2017 for all of its existing 13%
Convertible Senior Secured Notes.

In exchange for each $1,000 principal amount of existing 4% notes
that is tendered and accepted, holders of existing 4% notes will
receive new 4% notes.  The amount of new 4% notes to be issued
will be determined by a modified "Dutch auction," where holders
must submit tenders in the range from $425 principal amount to
$500 principal amount of new 4% notes that would be issued for
each $1,000 principal amount of existing 4% notes surrendered for
exchange by such holder.  All existing 4% notes tendered up to
$200,000,000 aggregate principal amount will receive new 4% notes
at the highest exchange ratio bid by holders in the tender. In the
event more than $200,000,000 aggregate principal amount of
existing 4% notes are tendered, the company will accept all
tenders at or below such exchange ratio on a pro rata basis.  The
company will reject all existing 4% notes tendered in excess of
such exchange ratio.

In exchange for each $1,000 principal amount of existing 13% notes
that is tendered and accepted, holders of existing 13% notes will
receive $1,000 principal amount of new 7.5% notes.

Both the new 4% notes and the new 7.5% notes contain terms and
features that should provide greater incentive to convertible note
holders to convert their notes into shares of Evergreen Solar's
common stock more quickly than the existing 4% notes and the
existing 13% notes.

The purpose of the consent solicitation is to adopt proposed
amendments to the indenture governing the company's existing 13%
notes, which will release the security interest and all of the
collateral securing the company's obligations under the existing
13% notes, terminate the existing collateral documents and
eliminate many of the restrictive covenants and certain events of
default in the indenture for the company's 13% notes.

                        About Evergreen Solar

Marlboro, Massachusetts, December 6, 2010 - Evergreen Solar, Inc.
(NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops,
manufactures and markets String Ribbon(R) solar power products
using its proprietary, low-cost silicon wafer technology.


EXIDE TECHNOLOGIES: Asks for Oral Arguments on EnerSys Plea
-----------------------------------------------------------
Exide Technologies has filed an application with the U.S.
Bankruptcy Court for the District of Delaware to hold oral
arguments on EnerSys Delaware Inc.'s motion to dismiss its
complaint.

Exide earlier filed a complaint seeking declaratory judgment
that the rights of EnerSys under their pre-bankruptcy agreement
constitute a claim that was discharged by confirmation of Exide's
Joint Plan of Reorganization.  The agreement refers to EnerSys'
license to use the Exide trademark on industrial batteries.

The complaint came after the U.S. Court of Appeals for the Third
Circuit issued a ruling that the agreement was not an executory
contract because EnerSys performed its obligations under that
agreement prior to Exide's bankruptcy filing.

                    About Exide Technologies

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

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

                           *     *     *

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

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


EXIDE TECHNOLOGIES: Court Expunges Chloride Group Claim
-------------------------------------------------------
The U.S. Bankruptcy Court issued an order disallowing and
expunging Chloride Group's Claim No. 2877 against Exide
Technologies.

Exide proposed the disallowance of Claim No. 2877 on grounds that
Chloride Group did not file supporting documents and that the
creditor failed to allege facts or damages necessary to support a
compensable claim.

Chloride Group filed Claim No. 2877 to assert its rights under a
trademark exchange agreement with Exide.

                    About Exide Technologies

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

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

                           *     *     *

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

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


EXTENDED STAY: Five Mile Files Application for $2.5-Mil. Claim
--------------------------------------------------------------
Five Mile Capital II SPE ESH LLC has filed an application for the
allowance of its administrative expense claim for $2,561,026.

The claim is on account of fees and expenses incurred in "making
a substantial contribution," in the bankruptcy cases of Extended
Stay Inc. and its affiliated debtors, according to Lawrence
Mittman, Esq., at Haynes and Boone LLP, in New York.

"Throughout the cases, Five Mile has assumed a critical role in
furthering the interests of the [Extended Stay] estates, often
taking on roles that would traditionally be performed by
statutory committees," Mr. Mittman says in court papers.

Five Mile was a holder of certificates issued pursuant to a 2007
agreement, which formed a trust that held the $4.1 billion loan
secured by the Debtors' assets.

Mr. Mittman cites in particular Five Mile's opposition to
Extended Stay's motion to use cash collateral that would have set
"aggressive plan milestones" based on a restructuring term sheet
that would have given the $4.1 billion worth of secured claims
only $2.55 billion and wiped out the entirety of $3.3 billion in
mezzanine debt.

"Five Mile led the opposition to this pre-negotiated deal that
would have deprived the estates of over one billion dollars of
value at a time when the special servicer for the certificate
holders' trust had not yet arrived on the scene," he points out.

If approved by the Bankruptcy Court, $1,247,837 of the $2,561,026
will be used to pay the fees and expenses of professionals
retained by Five Mile, including Haynes and Boone LLP, Paul
Hastings Janofsky & Walker LLP, Goodwin Procter LLP, and
Golenbock Eiseman Assor Bell & Peskoe LLP.  The rest will be paid
to professionals working for the investor group led by Starwood
ESH LLC.

Five Mile is a member of the Starwood group that previously made
a proposal to sponsor the restructuring plan for Extended Stay's
affiliated debtors.  The group has filed a separate application
for payment of fees and expenses of its members and their
professionals.

Mr. Mittman clarifies that Five Mile did not file a separate
application to denigrate the application of the Starwood group,
but because Five Mile "often had a more direct and somewhat
unique gatekeeper role" in the cases than other members of the
group.

"To the extent the [Bankruptcy Court] grants the Starwood Group's
application and Five Mile receives any distribution in respect
thereof, Five Mile will offset and credit against any duplicative
awards that the [Bankruptcy Court] may grant in respect of this
application," Mr. Mittman points out.

Extended Stay previously sought authority to pay the fees and
expenses of the Starwood group, but was denied by the Bankruptcy
Court on grounds that it would constitute the unauthorized use of
cash collateral without consent.  Consequently, the Starwood
group took an appeal to a district court for a reconsideration of
the Bankruptcy Court ruling.

In the event Five Mile receives any payment of fees and expenses
requested in its application as a result of the appeal, the
amounts paid will either be excluded from the application or will
be returned if Five Mile has already recovered them as a result
of its application, according to Mr. Mittman.

The Bankruptcy Court will consider approval of Five Miles'
application at the hearing scheduled for January 19, 2011.
Deadline for filing objections is January 14, 2011.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Starwood Brief in Reimbursement Case Due May 19
--------------------------------------------------------------
Judge Barbara Jones of the U.S. District Court for the Southern
District of New York gave Starwood ESH LLC until May 19, 2011, to
file a brief in connection with its appeal to reconsider a
bankruptcy court ruling denying the proposed payment of its fees
and expenses.

Judge Jones also authorized the appellee, CWCapital Asset
Management LLC, to file a brief until June 20, 2011.  Starwood
has until July 11, 2011, to file its reply to CWCapital's brief.

Starwood, together with other investors, filed an appeal before
the District Court to reverse an order handed down by Bankruptcy
Judge James Peck, denying Extended Stay Inc.'s motion to pay the
Starwood-led investment group as much as $7,629,504, for fees and
expenses the group incurred in formulating a bid to sponsor the
restructuring plan.

The Appeal raises the issue of whether the Bankruptcy Court
appropriately denied the proposed payment "based on the lack of
cause shown" and "as an unauthorized use of cash collateral."

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Former Owners Sued Over $100-Mil. Guaranty
---------------------------------------------------------
Lightstone Group LLC and its founder David Lichtenstein were sued
over a $100 million guaranty that was triggered by Extended Stay
Inc.'s bankruptcy filing last year, Bloomberg News reported.

Lightstone and Mr. Lichtenstein granted the guaranty in favor of
lenders and are liable for losses stemming from the bankruptcy,
according to a complaint filed by U.S. Bancorp in a New York
state court.  U.S. Bancorp, the trustee for senior debt holders,
seeks to be paid ahead of junior lenders to Extended Stay,
according to Bloomberg News.

Mr. Lightstone led an investment consortium in acquiring Extended
Stay from Blackstone Group LP in 2007 through a $7.4 billion loan
from Bear Stearns Commercial Mortgage Inc. and two U.S. banks.
The loan consisted of $4.1 billion in mortgage loans and $3.3
billion in mezzanine loans.

David Friedman, Esq., at Kasowitz Benson Torres & Friedman LLP,
in New York, said his clients, Mr. Lichtenstein and Lightstone,
are not liable.

"We think the law is pretty clear that under the facts of this
case there isn't any liability and we will defend this suit as
we've defended the others," Bloomberg News quoted Mr. Friedman as
saying.

The case is U.S. Bank NA v. Lightstone Holdings LLC, 651951-2010,
New York State Supreme Court (Manhattan), the report notes.

                       About Extended Stay

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

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

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

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


FAIRDALE LANE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fairdale Lane Townhomes, L.P.
        4039 Browning Street
        Houston, TX 77005

Bankruptcy Case No.: 10-41194

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Samuel Charles Beale, Esq.
                  BEALE & ASSOCIATES
                  5821 Southwest Freeway, #416
                  Houston, TX 77057
                  Tel: (281) 664-6400
                  E-mail: samuel.beale@gmail.com

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

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

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

The petition was signed by Thomas Tran Park of Basil Thomas
Management, managing member of the general partner.


FT SILFIES: Settles IRS' Claims for Heavy Vehicle Use Taxes
-----------------------------------------------------------
Judge Nancy V. Alquist approves a stipulation settling several
claims filed by the Internal Revenue Service against F.T. Silfies,
Inc. and Price Trucking, Inc., for heavy vehicle use taxes.  A
copy of the stipulation and consent order, dated December 7, 2010,
is available at http://is.gd/isZoGfrom Leagle.com.

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

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

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


FULTON HOMES: Adjourns Plan Hearing to Talk with Lenders
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fulton Homes Corp. and bank lenders began a contested
confirmation hearing last week.  After two days of trial, the
parties agreed it would be prudent to adjourn the confirmation
hearing and work on a settlement.  The bankruptcy judge adjourned
the hearing to Jan. 5.

The lenders have previously argued that the management's plan is
not confirmable.

                        Competing Plans

The September 30, 2010 edition of the Troubled Company Reporter
reported that management and a lender group comprised of Bank of
America, JPMorgan Chase Bank, Compass Bank, Wells Fargo, and
Fulton founder Ira Fulton submitted competing reorganization plans
for the Company.  The Arizona Republic outlined the fundamental
difference between the bank group's plan and management:

  * Under the lenders' plan, the builder would have three years to
    repay its current debt, estimated at $184 million to $194
    million, plus whatever interest accrued during the repayment
    period.  The Fulton Homes plan would give the company six
    years to repay its debt.

  * the amount of a lump-sum payment to be made to creditors
    immediately upon court approval of the prevailing plan.  The
    lenders propose an advance payment of $50 million, while the
    builder's plan would require $30 million to $35 million in
    advance.  Fulton Homes currently has cash reserves of about
    $80 million.

  * the interest rate that would accrue during the repayment
    period.  The rate proposed by Fulton Homes would top out at
    slightly above 7%, based on the current prime interest
    rate, while the lender-proposed interest rate would go as high
    as 9%.

  * Vendors to the builder with outstanding accounts receivable
    also would be treated differently, depending on which plan
    prevails.  The lenders' plan would have them paid in full
    immediately, while the Fulton Homes proposal would pay them 60
    percent immediately and the remainder in installments over a
    two-year period.

  * An unsecured, $25 million debt owed to Fulton by his company
    could not be repaid until after all other creditors had been
    paid in full, under the lender plan.

  * The homebuilder's plan immediately would exchange founder
    Fulton's debt for additional private shares in the company,
    subject to the court's approval.

                        About Fulton Homes

Fulton Homes Corporation -- http://www.fultonhomes.com/-- is
a Tempe, Arizona-based homebuilder.  The Company filed for
Chapter 11 protection on January 27, 2009 (Bankr. D. Ariz. Case
No. 09-01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy
PC, represents the Debtor in its restructuring efforts.  The
Debtor estimated assets and debts between $100 million and
$500 million in its Chapter 11 petition.


GENERAL GROWTH: New GGP Plans to Refinance Mortgages
----------------------------------------------------
General Growth Properties, Inc. ("New GGP") is planning to
refinance some of mortgages worth $15 billion it restructured
during the company's Chapter 11 case, Kris Hudson of The Wall
Street Journal reports.

Mr. Hudson notes that while some of those mortgages will likely be
done through insurance companies, a big chunk is expected to be
repackaged by Wall Street firms into commercial mortgage-backed
securities ("CMBS").  That is a lot of business considering only
$10 billion worth of CMBS has been issued this year as the market
has struggled to get back on its feet, Mr. Hudson observes.

Mr. Hudson further notes that New GGP can refinance the debt
because the terms of those restructured loans allow the company to
later refinance them without incurring the usual steep prepayment
penalties.  However, not all mortgages will come to the
refinancing market at the same time, Mr. Hudson points out.  The
Journal adds that GGP might be content to keep some at current
terms.  According to The Journal, the average interest rate for
the entire $15 million in mortgages is 5.3%.

The Journal discloses that of the mortgages New GGP restructured
in bankruptcy, about $11 billion were securitized.  Specifically,
Citigroup analysts found 19 of New GGP's restructured mortgages
with a collective balance of $1.3 billion have interest rates
ranging from 6% to 7.5%, The Journal relates, citing Citigroup
analysts.  In contrast, life-insurance companies are lending at
interest rates of 4.75% to 5.5% on commercial properties, The
Journal notes.

Mr. Hudson also reports that New GGP's more recent mortgages will
be difficult to refinance at lower rates.  Citigroup discloses
that the company's mortgages from 2003 and 2005 carry rates
averaging 4.7% and 5%, The Journal adds.

The Journal says New GGP has specific windows in which it can
refinance the debt without penalty.  New GGP can do so for six
months after its emergence from bankruptcy and then in the span
between each mortgage's original due date and the due date to
which it was extended in the restructuring, The Journal reports.

Mr. Hudson recalls that before its bankruptcy filing, Old GGP put
big mortgages on its malls, sometimes amounting to 70% to 80% of a
given mall's value.  Now, however, lenders favor smaller loans
amounting to 50% to 60% of a mall's value, says The Journal.  That
means New GGP will need cash to pay the difference when
refinancing, The Journal explains.  To that end, GGP has about
$700 million of extra proceeds from its common stock public
offering in November, The Journal 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)


GENERAL MOTORS: Asked Huge Warranty Payments, Says Delphi Ex-CEO
----------------------------------------------------------------
General Motors Corporation sought huge payments for warranty
claims from Delphi Corp. after the automaker spun off the
supplier, according to J.T. Batttenberg III, Delphi's former chief
executive officer, Greg Gardner of The Free Press reported.

Mr. Batttenberg made the statement when he took the stand at the
December 1, 2010 trial presided by Judge Avern Cohn of the U.S.
District Court for the Eastern District of Michigan in connection
to a civil securities lawsuit initiated by the U.S. Securities and
Exchange Commission against Mr. Battenberg and former Delphi
accounting officer Paul Free, the report related.  A 10-member
jury will decide on the case, according to the report.

Mr. Batttenberg said GM leaders told Delphi that it owed as much
as $800 million to cover the cost of warranty claims that GM said
were traceable to faulty Delphi parts, the report related.  "We
were shocked.  We thought it couldn't happen," The Free Press
quoted Mr. Battenberg as saying during the trial.

The SEC lawsuit is based primarily on Mr. Battenberg's role in
accounting of a $237 million payment Delphi made to GM in 2000.
According to the SEC, Delphi paid GM $237 million to resolve the
warranty dispute, but accounted for $202 million of that payment
as an adjustment to the suppliers' pension costs instead of an
expense that would have reduced its profit, The Free Press
related.

Mr. Battenberg also described at the trial how Delphi relationship
with GM deteriorated over time, The Free Press noted.  "They
started taking us off the bid list for new business.  They
disinvited us from trade shows," according to Mr. Battenberg.
"Most importantly, we were losing revenue," Mr. Battenberg told
the jury.

The Free Press said other issues also drove the two companies
apart.  According to the report, Delphi created a $53-million
reserve to cover warranty claims that later increased to
$112 million.  But GM demanded more, the report stated.

Mr. Battenberg related that in July 2000 he called then GM CEO
Jack Smith to discuss "abnormal behavior" by GM's purchasing unit,
the report noted.  Delphi eventually settled the warranty dispute
after a series of meetings between the companies' executives to
pay GM $237 million, the report related.

When asked by his counsel whether he know how much of that payment
actually went to dealers for warranty-related repairs, Mr.
Battenberg said, "They had spent very little."  Mr. Battenberg
continued, "Usually our experience had been that we paid as we go,
but this time, they wanted money upfront.  That was different,"
the report added.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Creditors Panel Backs Asbestos Claims Estimation
----------------------------------------------------------------
The Official Committee of Unsecured Creditors for Motors
Liquidation Co., or Old GM, and its units, says it supports the
Debtors' motion to estimate their asbestos claims liability.

As reported in the Troubled Company Reporter on November 26, 2010,
Old GM is asking the Bankruptcy Court to estimate their aggregate
liability with respect to all present and future asbestos-related
personal injury claims within a proposed timeline.  About 28,500
Asbestos PI Claims were filed against the Debtors.  Counsel to Old
GM, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells the Court that estimating the Debtors' aggregate
liability for Asbestos PI Claims is required pursuant to an
amended plan the Debtors to be filed with the Court.  Pursuant to
that Amended Plan, an "Asbestos Trust Claim" determines the
appropriate ratable distribution to be made to a post-confirmation
trust to which all Asbestos Personal Injury Claims will be
channeled.

In backing the Debtors' request for estimation, the Creditors'
Committee says it remains hopeful that the parties will be able to
negotiate a consensual resolution on the aggregate liability for
asbestos personal injury claims.  Philip Bentley, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, counsel to the
Creditors' Committee, stresses that it is critical to establish an
estimation litigation schedule now to ensure an outside date for a
court determination of the estimated asbestos liability.  The
Committee believes a structured timeline will likely facilitate
further settlement discussions, he adds.

The Creditors' Committee also asks the Court to not permit the
Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims from filing late discovery requests at this
juncture if doing so would delay the Debtors' proposed schedule.
Mr. Bentley asserts that the Asbestos Committee has known since
it agreed to the Anonymity Protocol that the initial expert
reports may be due as early as the first week of January 2011.
He says counsel to the Creditors' Committee also wrote to the
Asbestos Committee four days after entry of the order approving
the Anonymity Protocol, urging it to promptly file any discovery
requests they might have so that all discovery could be completed
within the contemplated timeframe.

                     Rule 2004 Exam Withdrawn

The Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims withdrew its motion to conduct an examination on,
and compel production of documents from, the Debtors and certain
non-bankrupt asbestos defendants pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

As reported in the TCR on November 26, 2010, the Asbestos
Committee sought permission to commence discovery for purposes of
estimating the value of the Debtors' aggregate liability for
pending and future claims for asbestos-related personal injury and
wrongful death pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.  The group said a reliable estimate of the
Debtors' liability for Asbestos Claims will require analysis and
explication in the context of other documentary evidence and
testimony that will shed light on the trends and patterns that
shaped the Debtors' historical claims experience and thus make
possible a reasonable forecast of the number, timing, and value of
future claims expected to be asserted over the next several
decades.

The Debtors, the Official Committee of Unsecured Creditors andthe
Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims, the Future Claims Representative, and certain
asbestos trusts entered into a stipulation to resolve any and all
disputes relating to the Creditors' Committee's Rule 2004 Motion
and related August 24, 2010, Discovery Order, the subpoenas
previously issued by the Creditors' Committee, the Anonymity
Protocol Order and the Asbestos Committee's Rule 2004 Motion to
the extent that it seeks discovery relating to the non-bankrupt
defendants.

The Asbestos Trusts are the Armstrong World Industries, Inc.
Asbestos Personal Injury Settlement Trust; the Babcock & Wilcox
Company Asbestos Personal Injury Settlement Trust; the Owens
Corning/Fibreboard Asbestos Personal Injury Trust; the DII
Industries, LLC Asbestos PI Trust; the United States Gypsum
Asbestos Personal Injury Settlement Trust and the Manville
Personal Injury Settlement Trust.

Specifically, the UCC Rule 2004 Motion is withdrawn and all prior
rulings or orders issued by the Court in connection with the UCC
Rule 2004 Motion, including but not limited to the Discovery
Order and the Anonymity Protocol Order, are vacated and will have
no legal effect insofar as they concern discovery sought by the
UCC from the Trusts or the Delaware Claims Processing Facility
and Claims Resolution Management Corporation -- the Claims
Processing Facilities.

However, the Confidentiality Order will remain in full force and
effect to the extent it relates to any information other than
that previously anticipated to be produced by the Trusts or the
Claims Processing Facilities pursuant to the Discovery Order.

The UCC Subpoenas to the Trusts or the Claims Processing
Facilities are withdrawn and will be considered null and void.

The Asbestos Committee, the FCR, the Creditors' Committee and the
Debtors agree that, solely for estimating, for plan purposes, the
Debtors' aggregate liability for present and future asbestos-
related claims for personal injury and wrongful death in these
Chapter 11 cases.  Each claimant who filed a prepetition lawsuit
against one or more of the Debtors for mesothelioma will be
deemed to have recovered, or to be entitled to recover, from each
Trust, the Average Value for mesothelioma claims as set forth in
the Trust Distribution Procedures of that Trust, as periodically
amended, and as limited by the Payment Percentages fixed under
the TDP, as periodically amended, as though he or she has
satisfied, or would be able to satisfy, the product exposure
criteria of the TDP.  However, the right of each party to dispute
any inference sought to be drawn on the basis of the Deemed
Recoveries is fully preserved.

The stipulation will have no application whatsoever to any matter
or proceeding other than the Asbestos Estimation Proceeding,
including but not limited to any other proceedings in these
cases, any other bankruptcy cases or proceedings therein, or any
nonbankruptcy proceedings, litigations, arbitrations or
mediations involving individual asbestos claimants.

The Asbestos Committee Rule 2004 Motion is withdrawn to the
extent it seeks discovery relating to the Non-Bankrupt
Defendants.  The Parties' Stipulation will be without prejudice
to the Asbestos Committee Rule 2004 Motion to the extent it seeks
discovery from the Debtors and General Motors LLC ("New GM").
All parties reserve all of their rights to support or oppose that
aspect of the Asbestos Committee Rule 2004 Motion.

The discovery previously sought from third parties other than New
GM by way of the UCC Rule 2004 Motion, the UCC Subpoenas and the
Asbestos Committee Rule 2004 Motion will not be pursued or
obtained by any party to the Asbestos Estimation Proceeding.  The
Parties' Stipulation is without prejudice to the rights of all
parties to seek, or to oppose, other discovery for the purposes
of the Asbestos Estimation Proceeding.


GENERAL MOTORS: NUMMI Sues Old GM for Abandoning Contract
---------------------------------------------------------
New United Motors Manufacturing, Inc., initiated an adversary
proceeding against Motors Liquidation Company to assert breach of
contract claims and a promissory estoppel claim against MLC for
violating its contractual commitments and promises to NUMMI.

Mark E. McKane, Esq., at Kirkland & Ellis LLP, in New York,
relates that since its creation by MLC and Toyota Motor
Corporation in 1983, NUMMI produced more than one million MLC
vehicles and provided billions of dollars of manufacturing know-
how that MLC employed in its facilities around the world.  NUMMI
is unique joint venture, unlike MLC's tier-one suppliers, he
insists.

Mr. Kane further notes that until 2009, MLC met its contractual
obligations to NUMMI.  He points out that NUMMI built an award-
winning manufacturing plant that produced millions of vehicles
for the American market.  MLC not only received vehicles for
resale, but it also learned Japanese manufacturing techniques
through its collaboration with NUMMI and TMC, bringing new
efficiencies to its entire business and obtaining billions of
dollars of value, he notes.  "MLC was handsomely rewarded for
participating in NUMMI with award winning vehicles and immense
manufacturing know-how, until the whole venture came to sudden
stop last year," he tells the Court.

In mid-2009, MLC chose to cease production at NUMMI, remove its
board of directors appointees, and end its active participation
in NUMMI.  "Those decisions breached MLC's commitments to NUMMI
and sounded its death knell.  MLC's withdrawal caused NUMMI to go
out of business, eliminating over 4,500 jobs in Fremont,
California and thousands of supplier and support jobs in the
surrounding communities," Mr. Kane stresses.

As the direct result of MLC's abandonment of NUMMI, NUMMI is now
winding down its business, Mr. Kane states.  Mr. Kane, however,
stresses that, at NUMMI's inception and through a series of
contractual commitments over the years, MLC agreed to keep NUMMI
viable; purchase its products on a "continuous and stable" basis;
and share NUMMI's deficit equally with TMC in the event of
dissolution or wind down.

In addition, in or around 2005, and then again through a contract
in 2006, MLC promised to purchase a sufficient number of an
updated vehicle model -- the Pontiac Vibe to support NUMMI
through at least 2012.  As a result of this commitment, NUMMI
made a significant capital investment in developing and producing
the Vibe, Mr. Kane tells the Court.

NUMMI has not yet recovered the capital expenditures it made in
2006 for the Vibe, Mr. Kane asserts.  Unlike TMC, MLC has refused
to contribute to NUMMI's deficit during the wind down, he states.

By this complaint, NUMMI asserts causes of action that are based
on four separate contractual obligations and, in the alternative,
promises that MLC made to NUMMI:

  (1) NUMMI asserts claims based on MLC's contractual
      obligations under the 1983 Memorandum of Understanding,
      the Shareholders' Agreement and the 2006 Memorandum of
      Understanding entered among TMC, MLC and NUMMI to keep
      NUMMI viable.

  (2) NUMMI asserts claims based on MLC's contractual obligation
      under the VSA and the 2006 MOU to purchase vehicles on a
      continuous and stable basis, including the obligation to
      purchase Vibes through 2012.

  (3) NUMMI asserts claims based on MLC's contractual obligation
      under the 1983 MOU to share NUMMI's "deficit" at
      termination.

  (4) NUMMI asserts a claim based on the implied covenant of
      good faith and fair dealing inherent in all of those
      agreements arising from MLC's refusal to negotiate in good
      faith to find an alternative for Vibe production at NUMMI.

  (5) as an alternative basis for relief, NUMMI asserts a
      promissory estoppel claim based on MLC's promises to
      purchase Vibes from NUMMI through 2012.

Mr. Kane insists that NUMMI performed its obligations under its
contracts with MLC by, among other things, maintaining agreed-
upon production levels at its facility and delivering the
vehicles that MLC ordered in a timely manner.  NUMMI ceased
producing vehicles for MLC only because MLC breached its
agreements with NUMMI and TMC and ended the joint venture, he
tells the Court.

NUMMI thus asks the Court to enter a judgment against MLC:

  (A) with respect to MLC's breach of the 1983 MOU and
      Shareholders' Agreement, a judgment in an amount exceeding
      $365 million, plus interest and costs;

  (B) with respect to MLC's breach of the 2006 MOU, a judgment
      in an amount exceeding $365 million, plus interest and
      costs;

  (C) with respect to MLC's breach of the 2006 MOU, a judgment
      in an amount exceeding $365 million, plus interest and
      costs;

  (D) with respect to MLC's breach of the VSA, a judgment in an
      amount exceeding of $185 million, plus interest and costs;

  (E) as to MLC's breach of the 2006 MOU, a judgment in an
      amount exceeding $365 million, plus interest and costs;

  (F) as to MLC's breach of the 1983 MOU, a judgment in an
      amount exceeding $180 million, plus interest and costs;

  (G) as to MLC's breach of implied covenant of good faith and
      fair dealing, a judgment in an amount exceeding
      $365 million, plus interest and costs;

  (H) as to promissory estoppel, a judgment in an amount
      exceeding $185 million, plus interest and costs; and

  (I) as to all counts, a total judgment not to exceed $500
      million without further amendment or modification of this
      complaint.

As set forth in the stipulation relating to the Debtors'
Objection to NUMMI's Claim, MLC will file a motion to dismiss or
otherwise respond to the complaint no later than
December 22, 2010.  NUMMI will file response briefs to MLC's
motions to dismiss no later than January 14.  MLC will file a
reply briefs no later than January 28.  Oral argument on MLC's
motions to dismiss, if any, will be held on February 9.

                          *     *    *

As reported in the April 14, 2010 edition of the Troubled Company
Reporter, General Motors Corp. filed an objection to Claim No.
67357, filed by New United Motor Manufacturing, Inc., an
automobile manufacturer and privately held California corporation,
to recover $500 million, essentially alleging that Motors
Liquidation Company, formerly General Motors Corp., must assume
liability for the dissolution of NUMMI's operations.

Founded as a joint venture by Toyota Motor Corporation and MLC in
December 1983, NUMMI has operated as an independent California
corporation engaged in the production of automobiles and component
parts for nearly 30 years.  Toyota filed two related claims in Old
GM's Chapter 11 case -- Claim Nos. 66243 and 70375.

NUMMI's filing of its Claim No. 67357 is a "blatant attempt to
avoid its own liabilities, especially where . . . NUMMI remains in
possession of substantial assets," GM said in the objection.

In November 2010, Motors Liquidation Company, New United Motor
Manufacturing, Inc., and Toyota Motor Corporation jointly sought
and obtained Court approval of a stipulation and proposed
scheduling order regarding the Parties' issues with the three
Claims.

The Court held a hearing regarding the NUMMI Claim and related
briefing on November 9, 2010, in which the Court proposed, and
the Parties agreed, to treat the claims raised in the Claims as a
plenary litigation subject to Rule 9014 of the Federal Rules of
Bankruptcy Procedure and Rules 8 and 12 of the Federal Rules of
Civil Procedure.  The Court also proposed, and the Parties
agreed, to coordinate the litigation of the Claims.

Accordingly, the Parties agree that:

  (a) NUMMI and Toyota will each file a complaint as a
      substitute for and consistent with the Claims previously
      filed on November 24, 2010, which will initiate separate
      adversary proceedings against MLC;

  (b) the claims set forth in NUMMI's Complaint will be in a
      fixed and liquidated amount no greater than the Claim
      previously filed by NUMMI, subject to NUMMI's reservation
      of rights set forth in the Claim to amend and modify its
      claims and MLC's right to object to any amendment or
      modification;

  (c) the Parties will coordinate the Adversary Proceedings;

  (d) MLC will ask to dismiss or otherwise respond to the
      Complaints no later than December 22, 2010;

  (e) NUMMI and Toyota will file response briefs to MLC's
      motions to dismiss, if any, no later than January 14,
      2010;

  (f) MLC will file a reply briefs no later than January 28,
      2011; and

  (g) oral argument on MLC's motions to dismiss, if any, will be
      held on February 9, 2010, at 9:45 a.m.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Plan Outline Approved After Objections Addressed
----------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York issued on December 8, 2010, a formal
order approving, on a final basis, the Disclosure Statement for
the Amended Joint Chapter 11 Plan of Reorganization filed by
Motors Liquidation Company and its debtor affiliates.

Judge Gerber found that the Disclosure Statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

A full-text copy of the December 8 Disclosure Statement Order is
available for free at http://bankrupt.com/misc/gm_Dec8DSOrder.pdf

Contemporaneous with the entry of the final order approving the
Disclosure Statement, the Debtors filed with the Court a modified
Amended Disclosure Statement and Plan to reflect dates governing
the Plan's confirmation and certain clarificatory language.

The Amended Plan stated that although the Debtors do not
anticipate that the proceeding to determine the aggregate amount
of the Asbestos Personal Injury Claims will continue subsequent to
the Effective Date, if it does, the Official Committee of
Unsecured Creditors Holding Asbestos-Related Claims, and if
applicable, the Future Claimants' Representative will continue
their status to the extent necessary to fulfill their functions.

Likewise, the Asbestos Committee and FCR will each continue to
have standing and a right to be heard with respect to any appeal
to which it is a party, and which remains pending as of the
Effective Date, with respect to the confirmation order and with
respect to any order issued in connection with the determination
of the Asbestos Trust Claim, the Amended Plan added.

Full-text copies of the Amended Plan and Disclosure Statement,
dated December 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                Settlement Paved Way for Approval

Motors Liquidation Company reached an agreement with the U.S.
Department of the Treasury and creditors that will allow the
company to approve a final Chapter 11 plan, according to Motors
Liquidation's counsel, Tiffany Kary of Bloomberg News reported on
December 2, 2010.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York held a hearing on the adequacy of
the Disclosure Statement for the Debtors' Joint Chapter 11 Plan of
Reorganization on December 2, 2010.

At the December 2 hearing, Motors Liquidation's counsel, Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, told
Judge Gerber that the agreement will resolve all outstanding
issues that were preventing approval of the Disclosure Statement
explaining the company's Chapter 11 plan, Bloomberg related.  He
added that final wording of the agreement would be sent to the
parties for review, the report noted.

Judge Gerber conditionally approved the Disclosure Statement on
October 21, 2010, pending certain amendments to be made to the
Disclosure Statement.  The hearing on the Disclosure Statement has
been continued several times with December 2 as the latest date.
The matter is going forward as a status conference only, notices
with the Court disclosed.

The Court will continue the Disclosure Statement Hearing on
December 7 to resolve any remaining issues among the parties,
Bloomberg said.  Judge Gerber must sign the Disclosure Statement
before the creditors can vote on the Plan.

Patrick Fitzgerald of Dow Jones Daily Bankruptcy Review reported
that the Plan describes how GM's unwanted assets that remained
with the bankruptcy estate will be distributed to creditors.
Among the assets still with Motors Liquidation is a 10% stake in
the reorganized auto maker's equity, which is earmarked for
unsecured creditors, mainly bondholders, the report noted.  Those
creditors will also receive warrants to buy additional shares, the
report stated.  In addition, creditors will receive any proceeds
from sales of GM's former plants and property under the Plan, the
report added.

The Plan will also incorporate the settlement worth $773 million
reached among the Debtors, the U.S. Government and certain state
agencies, resolving GM's environmental liabilities to certain
sites in October 2010.

                 Approved Solicitation Procedures

Judge Gerber formally approved the procedures with respect to
solicitation, voting and tabulation of votes on the Debtors'
Amended Joint Chapter 11 Plan of Reorganization.

Judge Gerber fixed December 7, 2010, as the record date for
purposes of determining who is entitled to (i) vote on the Plan;
(ii) receive a Notice of Non-Voting Status; and (iii) receive the
notice of the confirmation hearing.

Judge Gerber approved the forms of ballot and master ballots as
appropriate for each Class entitled to vote on the Amended Plan.
Ballots need not be provided to the holders of (a) Claims in
(i) Class 1 Secured Claims, (ii) Class 2 Priority Non-Tax Claims,
and (iii) Class 4 Property Environmental Claims because they are
unimpaired and, thus, conclusively presumed to accept the Plan,
and (b) interests in Class 6 Equity Interests in Motors
Liquidation Company because they will neither receive nor retain
any property on account of those interests under the Plan and,
thus, are deemed to reject the Plan.

On or before December 28, 2010, the Debtors will mail or caused
to be mailed these notice packages:

  (A) With respect to holders of Claims in Class 3 General
      Unsecured Claims and Claims in Class 5 Asbestos Personal
      Injury Claims:

      * a copy of the Disclosure Statement Order;

      * the Confirmation Hearing Notice;

      * the Disclosure Statement;

      * copies of any letters recommending acceptance of the
        Plan; and

      * an appropriate form of Ballot, Master Ballot, or
        Asbestos Master Ballot, and appropriate return
        envelope.

  (B) With respect to holders of Claims or Equity Interests that
      are unimpaired or impaired and not entitled to vote on the
      Plan:

        (i) the Confirmation Hearing Notice; and
       (ii) a Notice of Non-Voting Status -- Unimpaired Class or
            a Notice of Non-Voting Status -- Impaired Class, as
            applicable.

On or before December 28, 2010, the Debtors will mail or cause to
be mailed a copy of the Disclosure Statement Order, the
Confirmation Hearing Notice, and the Disclosure Statement to:

  (a) counsel for the Official Committee of Unsecured Creditors,
  (b) counsel for the Official Committee of Unsecured Creditors
      Holding Asbestos-Related Claims,
  (c) counsel for the Future Claimants' Representative,
  (d) the U.S. Trustee for Region 2,
  (e) the Securities and Exchange Commission,
  (f) the Internal Revenue Service,
  (g) the U.S. Department of Justice,
  (h) the U.S. Department of the Treasury, and
  (i) the Pension Benefit Guaranty Corporation.

All Ballots, Master Ballots and Asbestos Master Ballots must be
properly executed, completed and delivered to The Garden City
Group, Inc., as the Debtors' voting agent, or Epiq Bankruptcy
Solutions, LLC, the Debtors' debt instruments voting agent, so as
to be received no later than February 11, 2011.

The Confirmation Hearing will be held on March 3, 2011.  Any
objections to confirmation of the Plan must be received no later
than February 11, 2011.  Replies or an omnibus reply will be
filed no later than February 22, 2011.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Toyota Sues for $74MM for Breach Under NUMMI Deal
-----------------------------------------------------------------
Toyota Motor Corporation brought an adversary complaint against
Motors Liquidation Company seeking damages arising from costs
incurred when MLC abandoned their New United Motors Manufacturing,
Inc. joint venture.

TMC and MLC each hold a 50% stake in NUMMI.  The parties
memorialized their joint venture agreement in a Memorandum of
Understanding executed on February 17, 1983.  In February 1984,
TMC and MLC implemented the 1983 MOU by entering into a
Shareholders' Agreement, as amended, and various other
organizational documents for the NUMMI joint venture.  Both TMC
and MLC made initial contributions to NUMMI: MLC contributed the
Fremont Plant and TMC contributed $100 million in cash.  In
addition to its investment of cash, TMC also agreed to design
vehicles for NUMMI to manufacture.

Between 1984 and 1986, NUMMI exclusively manufactured TMC-
designed cars that NUMMI sold to MLC, and that MLC in turn sold
to customers as MLC badged Chevrolet Novas.  Beginning in 1986,
NUMMI also began manufacturing the Toyota Corolla FX for TMC.
More recently, NUMMI manufactured the Pontiac Vibe for MLC.  In
the past 25 years, MLC has sold almost two million cars badged
under its various brands that TMC designed and NUMMI
manufactured.

According to Matthew J. Riopelle, Esq., at Foley & Lardner LLP,
in San Diego, California, NUMMI also became a training ground for
MLC's managers and executives who studied the Toyota Production
System in place at NUMMI.  The knowledge, experience and business
acumen that MLC gained from TMC through this joint venture is
priceless and was spread to all of MLC's (and now New GM's)
manufacturing facilities, Mr. Riopelle asserts.

On June 4, 2009, MLC announced that it would stop purchasing
Vibes from NUMMI.  In August 2009, the last Pontiac Vibe was
manufactured by NUMMI.  MLC's decision to withdraw from the NUMMI
joint venture was an economic decision that was not beyond its own
control, Mr. Riopelle asserts.

In July 2009, MLC sold substantially all of its assets to General
Motors, LLC.  MLC's 50% interest in NUMMI was not included in the
sale to New GM.  Instead, MLC retained its interest in NUMMI to
evade its obligations to NUMMI and avoid transferring those
liabilities to New GM, Mr. Riopelle alleges.

Indeed, in honoring its obligations under the 2006 Memorandum of
Understanding, and to support MLC's Pontiac Vibe purchases, TMC
spent hundreds of millions of dollars on research and development
to design the Pontiac Vibe for MLC, Mr. Riopelle discloses.  MLC's
decision to cease ordering the Vibe left TMC with more than
$73 million of unrecoverable research and development expenditures
that never would have been spent if MLC had not executed the 2006
Memorandum of Understanding, he stresses.

MLC's failure to work with NUMMI and TMC to seek alternatives to
the Pontiac Vibe and its ultimate decision to withdraw from NUMMI
necessitated the wind down of NUMMI, Mr. Riopelle states.  In
electing to abandon NUMMI, MLC also abandoned NUMMI's 4,500
workers and a countless number of suppliers and regional
businesses that depended on NUMMI, he says.

TMC timely filed a proof of claim against MLC for the research
and development costs rendered unrecoverable as a result of MLC's
breach of the Vehicle Supply Agreement, and the 2006 MOU.  TMC
also filed proofs of claim for certain costs incurred by TMC
related to the wind down of NUMMI as required under the
Shareholders' Agreement.

TMC asserts that MLC breached its obligation to purchase Pontiac
Vibes under the VSA by cancelling the purchase of Pontiac Vibes.
The Debtors rejected the VSA and 2006 MOU.  Mr. Riopelle asserts
that not only did the rejection of the 2006 MOU constitute a
breach of the 2006 MOU, MLC also breached Sections 1(3) and 1(4)
of that agreement.  Section 1(3) of the 2006 MOU obligated MLC to
purchase at least 65,000 Vibes per year from NUMMI, he says.
Section 1(4) of the 2006 MOU stated MLC's intent to have 72,000
units of Vibe allocated to [MLC], he points out.

MLC also breached Section 1(2) of the 2006 MOU, which required
MLC to use its best efforts "to maximize the production volume
during the model life in consideration of maintaining the
stability of operations at NUMMI," Mr. Riopelle further asserts.
He argues that by misleading TMC and NUMMI about Vibe production
commitments before unilaterally changing course, MLC breached its
duty of good faith and fair dealing, creating a separate cause of
action against MLC.

Mr. Riopelle further argues that MLC is liable for environmental
clean-up costs required at the Fremont Plant as a result of MLC's
dumping and disposal of hazardous substances at Fremont Plant, he
insists.  MLC is also liable for NUMMI's workers' compensation
liabilities if NUMMI is unable to cover its workers' compensation
costs, he insists.  MLC has informed TMC and NUMMI that it will
not pay for the environmental remediation at NUMMI and the
workers' compensation liabilities, he points out.  In this light,
actual controversy between the parties as to MLC's obligations to
pay for environmental remediation at NUMMI and NUMMI's unpaid
workers' compensation liabilities exist, he maintains.

Accordingly, TMC asks the Court to enter judgment in its favor
against MLC for damages:

  (1) amounting to $73,798,976 for costs and expenses incurred
      by TMC as a result of MLC's breach of the VSA, all costs
      and expenses incurred by TMC as a result of MLC's breach
      of the 2006 MOU, all costs and expenses incurred by TMC as
      a result of MLC's breach of the implied duty of good faith
      and fair dealing under the VSA and 2006 MOU, and costs and
      expenses incurred by TMC pursuant to the doctrine of
      promissory estoppel;

  (2) suffered by TMC as a result of MLC's statutory
      environmental liability; and

  (3) suffered by TMC as a result of MLC's share of
      the statutory workers' compensation liability.

TMC also asks the Court to declare that MLC is obligated to pay
for NUMMI's unfunded workers' compensation liability and declare
that, as the prior owner, operator and contaminator of the
Fremont Plant, MLC is obligated to pay for the environmental
remediation at the Fremont Plant.

As set forth in the stipulation relating to the Debtors'
Objection to NUMMI's Claim, MLC will file a motion to dismiss or
otherwise respond to the complaint no later than
December 22, 2010.  TMC will file response briefs to MLC's
motions to dismiss no later than January 14.  MLC will file a
reply briefs no later than January 28.  Oral argument on MLC's
motions to dismiss, if any, will be held on February 9.

                          *     *    *

As reported in the April 14, 2010 edition of the Troubled Company
Reporter, General Motors Corp. filed an objection to Claim No.
67357, filed by New United Motor Manufacturing, Inc., an
automobile manufacturer and privately held California corporation,
to recover $500 million, essentially alleging that Motors
Liquidation Company, formerly General Motors Corp., must assume
liability for the dissolution of NUMMI's operations.

Founded as a joint venture by Toyota Motor Corporation and MLC in
December 1983, NUMMI has operated as an independent California
corporation engaged in the production of automobiles and component
parts for nearly 30 years.  Toyota filed two related claims in Old
GM's Chapter 11 case -- Claim Nos. 66243 and 70375.

NUMMI's filing of its Claim No. 67357 is a "blatant attempt to
avoid its own liabilities, especially where . . . NUMMI remains in
possession of substantial assets," GM said in the objection.

In November 2010, Motors Liquidation Company, New United Motor
Manufacturing, Inc., and Toyota Motor Corporation jointly sought
and obtained Court approval of a stipulation and proposed
scheduling order regarding the Parties' issues with the three
Claims.

The Court held a hearing regarding the NUMMI Claim and related
briefing on November 9, 2010, in which the Court proposed, and
the Parties agreed, to treat the claims raised in the Claims as a
plenary litigation subject to Rule 9014 of the Federal Rules of
Bankruptcy Procedure and Rules 8 and 12 of the Federal Rules of
Civil Procedure.  The Court also proposed, and the Parties
agreed, to coordinate the litigation of the Claims.

Accordingly, the Parties agree that:

  (a) NUMMI and Toyota will each file a complaint as a
      substitute for and consistent with the Claims previously
      filed on November 24, 2010, which will initiate separate
      adversary proceedings against MLC;

  (b) the claims set forth in NUMMI's Complaint will be in a
      fixed and liquidated amount no greater than the Claim
      previously filed by NUMMI, subject to NUMMI's reservation
      of rights set forth in the Claim to amend and modify its
      claims and MLC's right to object to any amendment or
      modification;

  (c) the Parties will coordinate the Adversary Proceedings;

  (d) MLC will ask to dismiss or otherwise respond to the
      Complaints no later than December 22, 2010;

  (e) NUMMI and Toyota will file response briefs to MLC's
      motions to dismiss, if any, no later than January 14,
      2010;

  (f) MLC will file a reply briefs no later than January 28,
      2011; and

  (g) oral argument on MLC's motions to dismiss, if any, will be
      held on February 9, 2010 at 9:45 a.m.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GOBIND MADAN: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gobind L. Madan
        2776 Club Valley Court
        Jonesboro, GA 30236

Bankruptcy Case No.: 10-97018

Chapter 11 Petition Date: December 7, 2010

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

Debtor's Counsel: Joel M. Haber, Esq.
                  LAW OFFICE OF JOEL M. HABER
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  E-mail: jmhaber@bellsouth.net

Scheduled Assets: $500,000

Scheduled Debts: $1,758,854

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-97018.pdf


HARRISBURG, PA: Officials Fail to Budget 2011 Debt Payments
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that officials in
Harrisburg, Pennsylvania, mistakenly failed to fully budget its
general obligation debt for 2011 and currently doesn't have enough
to make the next payments due in March.

As reported by the Troubled Company Reporter on December 1, 2010,
Romy Varghese, writing for Dow Jones Newswires, said Dauphin
County, Pa., and Assured Guaranty Municipal, a unit of bond
insurance firm Assured Guaranty Ltd., would cover more than
$6 million in debt payments due December 1 on the city's
incinerator project.

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

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

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

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

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

                     About Harrisburg, PA

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

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

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

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


HFG 231: Dispute With EF-43 Resolved; Ch. 11 Case Dismissed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
dismissed the Chapter 11 case of HFG 231, LLC.

The Debtor paid all outstanding fees due to the Office of the
U.S. Trustee.

The Debtor also resolved the dispute with EF-43, LLC, in an
October 29, 2010, stipulation.  The stipulation provided that:

   -- the Debtor will terminate its contract with EF-43 for the
      purchase of the real property at 231 East 43rd Street, New
      York City;

   -- the Debtor will not wire the $2.75 million supplemental
      deposit to Madison Tile Agency, LLC, and Madison Title will
      return Debtor's deposit in the amount of $500,000; and

   -- the Debtor and EF-43 agreed to release each other from all
      claims arising under or relating to the contract, except for
      obligations that expressly survive termination of the
      contract.

                        About HFG 231, LLC

Woodmere, New York-based HFG 231, LLC, filed for Chapter 11
bankruptcy protection on September 14, 2010 (Bankr. E.D.N.Y. Case
No. 10-77208).  Joseph S. Maniscalco, Esq., at Lamonica Herbst
Maniscalco, serves as counsel to the Debtor.  The Debtor estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million as of the petition date.


INNKEEPERS USA: Dec. 16 Hearing on LNR Suit to Replace Midland
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to rule on a lawsuit filed by LNR Partners LLC claiming that
it has the right replace Midland Loan Services Inc. as the
servicer for $825 million in mortgage debt on 45 of Innkeepers USA
Trust' properties.

LNR Partners filed the complaint in state court but Midland
removed the lawsuit to federal court on Nov. 10.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
last month that Midland Loan has been the chief antagonist in the
Chapter 11 case of Innkeepers, filing a number of objections to
the motions filed by the Debtors with the bankruptcy court.  Among
other things, following objections by Midland and other parties,
the bankruptcy judge in August refused to allow Innkeepers to lock
in an agreement where the new equity would have been split between
Apollo Investment Corp., the current owner, and Lehman Ali Inc., a
subsidiary of Lehman Brothers Holdings Inc.  Mr. Rochelle,
however, notes that court filings don't say whether having LNR as
servicer would result in a different strategy in the Innkeepers
case.

In the lawsuit, plaintiffs LNR Partners, LLC and LNR Securities
Holdings, LLC, assert claims against CRES Investment No II, LP,
all predicated upon CRES's refusal to honor its obligation under a
"Servicer Designation Agreement" to select and retain LNR as
special servicer.  LNR seeks specific performance/injunctive
relief, a declaration of the parties' rights under the contract
and breach of contract damages.

CRES, however, has argued that its failure to name LNR as special
servicer for the Innkeepers Loan does not constitute a breach of
contract as a matter of law.

LNR contends otherwise, pointing out that the Servicer Designation
Agreement provides that CRES agreed that it would select and
retain LNR as special servicer for loans in a certain C7 trust.
It notes that under the Agreement, so long as CRES owns
certificates of the controlling class, it will vote the
certificates in such manner as is necessary to select and retain
LNR as special servicer.

A hearing to consider LNR's application for a temporary
restraining order and preliminary injunction and the motion of
CRES for dismissal of the complaint is scheduled for December 16.

LNR is represented by:

          Lauren K. Podesta, Esq.
          Scott T. Tross, Esq.
          HERRICK, FEINSTEIN LLP
          One Gateway Center
          Newark, NJ 07102
          Tel: (973) 274-2000
          Fax: (973) 274-2500
          E-mail: lpodesta@herrick.com
                  stross@herrick.com

CRES is represented by:

           Adam J. Goldberg, Esq.
           Christopher Harris, Esq.
           John Charles Molluzzo, Esq.
           Terrence Joseph Connolly, Esq.
           LATHAM & WATKINS, LLP
           885 Third Avenue
           New York, NY 10022
           Tel: (212) 906-1200
           Fax: (212) 751-4864
           E-mail: adam.goldberg@lw.com
                   Christopher.harris@lw.com

                 - and -

           Daniel A. Fliman, Esq.
           David M. Friedman, Esq.
           KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
           1633 Broadway
           New York, NY 10019
           Tel: (212) 506-1700
           Fax: (212) 506-1800
           E-mail: dfliman@kasowitz.com
                   DFriedman@kasowitz.com

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INVISTA BV: Moody's Reviews 'Ba2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service placed INVISTA B.V.'s Ba2 Corporate
Family Rating and other INVISTA ratings under review for possible
upgrade.  The review for upgrade reflects the presence of
materially improved credit metrics, and the expectation of further
debt reduction, driven by improved operating cash flows and the
benefit of cash infusions from IBV's parent.  These cash flows
resulted in material debt reduction over the last two years.

IBV announced that its subsidiaries had notified the holders of
the remaining $150 million of 9¬% senior notes due 2012 of its
intent to redeem the balance of the notes outstanding on
January 6, 2011, at a price equal to 101.542%.  Including the
above announcement, since the end of 2007 IBV balance sheet debt
has been reduced by over 90% to $228 million from $2,481 million -
- a reduction of $2.25 billion.

"The review for possible upgrade reflects Moody's assumption that
announced debt reduction reflects a permanent shift in the capital
structure that is likely to result in credit metrics that support
a higher rating," said Moody's analyst Bill Reed.

The Ba2 CFR reflects Moody's belief that the successful
integration and cost saving initiatives completed by management,
post the economic downturn beginning in late 2008, has resulted in
a sustained improvement in retained cash flow.  This improvement
in cash flow when combined with debt reduction has resulted in
credit metrics that will likely support higher ratings assuming
the cash flow improvements are sustainable.  In addition, Moody's
believes that IBV's business profile, combined with its size and
relative stability supports a higher rating.  Moody's review will
focus on IBV's owner's financial strategy.  Specifically Moody's
review will seek to assess if IBV's owners have significantly and
permanently altered their view of the appropriate financial risk
profile of IBV with an aim of producing sustainable financial
metrics that would support a goal of achieving an investment grade
rating in the Baa category.

Issuer: INVISTA B.V.

On Review for Possible Upgrade:

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba2

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba2

Outlook Actions:

  -- Outlooks, Changed To Rating Under Review From Positive

Issuer: INVISTA S.A.R.L.

On Review for Possible Upgrade:

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Ba3

Outlook Actions INVISTA B.V. & INVISTA S.A.R.L.

  -- Outlooks, Changed To Rating Under Review From Positive

Moody's most recent announcement concerning the ratings for was on
June 25, 2010 when the outlook for INVISTA's ratings was moved to
positive from stable.

INVISTA B.V. is headquartered in the United States and is one of
the world's leading producers of chemical intermediates, polymers
and fibers for use in the manufacture of nylon, spandex, and
polyester products.  The company is an independently managed
wholly owned indirect subsidiary of Wichita, Kansas based Koch
Industries, Inc.  Net sales were $6.8 billion in for the last 12
months ending September 30, 2010, as compared to $5.3 billion for
calendar 2009.


ISE CORP: Wants March 8 Extension of Plan Proposal Period
---------------------------------------------------------
ISE Corporation asks the U.S. Bankruptcy Court for the Southern
District of California to extend through March 8, 2011, its
exclusive right to file a plan of reorganization.

The Debtor also asks the Court to extend through May 7, 2011, the
period within which the Debtor has the exclusive right to solicit
acceptances to the Plan.

The Debtor needs additional time to consummate the sale of its
assets, at which time the Debtor will be able to determine the
optimal means of distribution to creditors and prepare the
appropriate pleadings to effect the distribution.

ISE Corporation, a California corporation, fka ISE Research
Corporation, is the operating subsidiary of Ise Limited.  ISE Corp
-- http://www.isecorp.com/-- makes drive train systems for
hybrid gasoline/electric buses.  Established in 1995, ISE is
headquartered in San Diego, California.  It filed for Chapter 11
protection on August 10, 2010 (Bankr. S.D. Calif. Case No. 10-
14198).  Marc J. Winthrop, Esq., at Winthrop Couchot Professional
Corp, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and its debts
at $10 million to $50 million as of the Petition Date.


JAMESTOWN LLC: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
dismissed the Chapter 11 case of Jamestown, LLC.

As reported in the Troubled Company Reporter on September 7, 2010,
the U.S. Trustee for Region 13 asked the Court to dismiss, or
convert the case to one under Chapter 7 of the Bankruptcy Code,
explaining that the Debtor failed to provide proof of insurance
and failed to file the applications and amendments as requested.
At the creditors' meeting, the Debtor's representative testified
that Debtor did not have liability insurance on the real property.

Springfield, Missouri-based Jamestown, LLC, filed for Chapter 11
bankruptcy protection on May 17, 2010 (Bankr. W.D. Mo. Case No.
10-61187).  M. Brent Hendrix, Esq., who has an office in
Springfield, Missouri, assisted the Company in its restructuring
effort.  The Company disclosed $15,700,000 in assets and
$8,471,000 in debts as of the Chapter 11 filing.


JEVIC TRANS: R.I. Court Rules on 2001 Road Mishap Suit
------------------------------------------------------
Naysha Berrios, Individually and as Aministratrix of the Estate of
Cassandra Berrios, v. Jevic Transportation, Inc.; Craig G.
Benfield; First Student, Inc.; Ilba Berrios, Alias; Saia, Inc.;
and Saia Motor Freight Line, L.L.C., Alias, C.A. No. PC 04-2390
(R.I. Super. Ct.), seeks damages for her own injuries, as well as
damages for the wrongful death of her minor daughter, Cassandra,
from First Student, Inc., and Jevic Transportation Inc.

The action arose from a 2001 automobile accident.  Defendant Ilba
Berrios was the driver of First Student school bus and a First
Student employee.  On the bus were Naysha Berrios, and her infant
daughter Cassandra Berrios.  Naysha Berrios was the bus monitor
and a First Student employee.  According to police reports and
deposition testimony, the infant Cassandra was improperly secured
in a children's car seat that was fastened with a lap seatbelt.
The school bus struck a stationary Jevic truck which was operated
by Craig Benfield.  Craig Benfield's wife, Tina Benfield, was also
an occupant in the cab of the Jevic truck at the time of the
accident.

In the action, the Plaintiff has filed a Motion in Limine to bar
Defendants First Student and Jevic from introducing any testimony
or evidence that Naysha Berrios was comparatively negligent and
that her award should be correspondingly reduced, because she
allegedly did not properly secure her daughter Cassandra in a
child safety seat.

The Plaintiff also has sought to amend her complaint to join
United States Fidelity and Guaranty Company and Travelers Group as
party defendants.  Jevic objected.

First Student has filed a motion to compel discovery responses
from Jevic.

Superior Court Presiding Justice Alice B. Gibney granted the
Plaintiff's Motion in Limine and the Plaintiff's Motion to Compel
Discovery Responses, but denied the Plaintiff's Motion for Leave
to File a Third Amended Complaint.  The Court denied First
Student's Motion for Protective Order, and granted in part and
denies in part First Student's Motion to Compel Discovery
Responses from Jevic.

A copy of the Superior Court's December 6, 2010 decision is
available at http://is.gd/isXSefrom Leagle.com.

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two
affiliates -- Jevic Holding Corp. and Creek Road Properties --
have no assets or operations.  Jevic et al. sought Chapter 11
protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008.
Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent
the Debtors.  The U.S. Trustee for Region 3 appointed five
creditors to serve on an Official Committee of Unsecured
Creditors.  Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and
Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


KAMAYAN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kamayan Holdings, LLC
        2105 Sidney Baker
        Kerrville, TX 78028

Bankruptcy Case No.: 10-54702

Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC
                  745 E. Mulberry Avenue, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.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/txwb10-54702.pdf

The petition was signed by Jerry Reed, president.


L A C INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: L A C Investments, LLC
        3520 W. Buckingham Rd.
        Garland, TX 75042

Bankruptcy Case No.: 10-38541

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Liang An Chang, managing member.


LA JOLLA: Pfenex CEO Named to Board of Directors
------------------------------------------------
La Jolla Pharmaceutical Company announced that Dr. Bertrand C.
Liang has been appointed to the Company's Board of Directors.

Dr. Liang is Chief Executive Officer of Pfenex Inc., a biotech
company focused on the production of innovator proteins, reagent
proteins, and biosimilars, and Capital Member of Forward
Ventures/Medical Science Partners.  He has worked in the
development and financing of biopharmaceuticals for the last 20
years, including at Amgen, Biogen Idec, the National Institutes of
Health, Paramount Biosciences and Tracon Pharmaceuticals.  Dr.
Liang serves on the Board of Directors of Tracon Pharmaceuticals
and Pico Pharmaceuticals, Ltd.

Dr. Liang attended Northwestern Medical School and the
University of Bolton, with business school at the Regis School
of Professional Studies and the Sloan School of Management,
emphasizing Strategy and Innovation.  Dr. Liang's clinical
training was completed at Brown University and the University of
Michigan, with post-doctoral studies at the National Center for
Human Genome Sciences and the National Cancer Institute.

"Dr. Liang's breadth of medical expertise, extensive experience in
technology evaluation and small company building and his proven
development skills will all be of tremendous value to La Jolla as
we seek to establish a pipeline and rebuild the Company", said
Deirdre Y. Gillespie, M.D., President and Chief Executive Officer
of La Jolla Pharmaceutical Company.  "We are very excited indeed
that he is joining our Board of Directors."

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at Sept. 30, 2010, showed
$7.43 million in total assets, $8.15 million in total liabilities,
all current, and $92,000 in convertible preferred stock, and a
stockholders' deficit of $806,000.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring operating losses, an
accumulated deficit of $424.3 million as of December 31, 2009, and
has no current source of revenues or financing.


LACK'S STORES: TAps DJM Realty to Dispose of All Store Facilities
-----------------------------------------------------------------
Lack Properties, Inc. and Lack's Stores, Incorporated hired
DJM Realty, a Gordon Brothers Group Company, to exclusively manage
the disposition of all leased and owned retail and warehouse
facilities located throughout Texas.  Lack's Stores, Incorporated
specializes in quality home furnishings including furniture,
bedding, major appliances and home electronics through retail
outlets throughout Texas.  Lack's Stores, Incorporated is the
lessor of 35 retail locations, and Lack Properties, Inc., a
wholly-owned subsidiary of Lack's Stores, Incorporated, is the
owner of the real property and improvements associated with
approximately fourteen store and warehouse locations that are
leased to Lack's Stores, Incorporated.

DJM Realty will be marketing 35 retail locations which range from
16,000 ? 70,000 SF in the following cities: Abilene, Alice,
Austin, Bay City, Beeville, Clute, College Station, Corpus
Christi, Del Rio, El Campo, Killeen, Leon Valley, Longview,
Lubbock, Lufkin, Midland, New Braunfels, Odessa, Port Lavaca,
Portland, San Angelo, San Antonio, Temple, Tyler, Uvalde, Victoria
and Waco.  In addition, 4 warehouse facilities are available
including a 380,000 SF state of the art distribution center in
Schertz, TX.

"We are excited to have the professionals at DJM helping us in the
sale or leasing of the retail and warehouse facilities available.
We operate in large, medium-size and small markets, usually
dominating the areas.  Our locations are strategically located and
our stores are up-to-date, providing a strong platform for almost
any type of retail," said Melvin Lack, President and CEO of the
chain.

"Lack's Stores, Incorporated's real estate has already begun to
create good interest among national and regional retailers,
investors and non-retail users.  Several buildings are free
standing which offer opportunities for multiple uses," said Andy
Graiser, Co- President of DJM Realty.

Lack's Stores, Incorporated, which recently filed for Chapter 11,
is currently liquidating its inventory  through their stores until
closing sales are complete.  The retention of DJM is subject to
the approval of the United States Bankruptcy Court overseeing the
Lack's Stores, Incorporated Chapter 11 proceeding in Victoria,
Texas. Such approval will be sought from the Bankruptcy Court in
December.
                      About Lack's Stores Inc.

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at $100
million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LANDAMERICA FINANCIAL: Can Keep 'Privileged' Docs. From CDC
-----------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy court has stopped
short CDC Glendale LP's quest for allegedly privileged documents
in a suit against LandAmerica Financial Group, ruling that the
documents could compromise a LandAmerica trustee's proceedings
against an insurer.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Bankruptcy Court confirmed that plan on Nov. 23, 2009, and the
plan took effect on Dec. 7, 2009.


LAXMIKRUPA HOSPITALITY: Case Summary & 6 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Laxmikrupa Hospitality, Inc.
          dba La Quinta Inn & Suites
        415 FM 1960 Road East
        Houston, TX 77073

Bankruptcy Case No.: 10-40961

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Karen R. Emmott, Esq.
                  4615 Southwest Freeway, Suite 500
                  Houston, TX 77027
                  Tel: (713) 739-0008
                  Fax: (713) 481-6262
                  E-mail: karen.emmott@sbcglobal.net

Scheduled Assets: $5,242,010

Scheduled Debts: $4,105,824

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-40961.pdf

The petition was signed by Mahesh R. Bhakta, president.


LEE JUNDANIAN: Deadline to File Dispositive Motions Extended
------------------------------------------------------------
Judge Thomas J. Catliota signed a stipulation and consent order
extending the deadline to file dispositive motions in the case Lee
Jundanian, v. Bethany Finance, LLC Adv. Proc. No. 10-00348 (Bankr.
D. Md.).  The new deadline is January 31, 2011.

The Debtor sued Bethany Finance to avoid distribution payments,
plus any liens created by certain charging orders, conveyed by the
Debtor to Bethany within 90 days of the Petition Date.

Bethany Finance is represented by:

          Richard M. Goldberg, Esq.
          Eric R. Harlan, Esq.
          John J. Lovejoy, Esq.
          SHAPIRO SHER GUINOT & SANDLER
          36 South Charles Street, Suite 2000
          Baltimore, MD 21201-3147
          Telephone: 410-385-4274
          Facsimile: 410-539-7611
          E-mail: rmg@shapirosher.com
                  erh@shapirosher.com
                  jjlovejoy@shapirosher.com

Chevy Chase, Maryland-based Lee Joseph Jundanian filed for Chapter
11 bankruptcy (Bankr. D. Md. Case No. 10-21513) on May 21, 2010.
Brent Strickland, Esq., Kristen Perry, Esq., and Justin Fasano,
Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore,
Maryland, serve as bankruptcy counsel to Mr. Jundanian.  In his
petition, the Debtor estimated $1 million to $10 million in
assets, and $10 million to $50 million in debts.


LEHMAN BROTHERS: 2nd Circuit Bars SunCal From Pursuing Lawsuit
--------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit affirmed a
September 10, 2010 judgment of the District Court for the Southern
District of New York (Holwell, J.), affirming two bankruptcy court
orders (1) approving the unwinding of a transaction between
certain Lehman entities and third-party entities; and (2) denying
SunCal Communities LLC relief from the automatic stay arising from
the bankruptcy filing of Lehman Commercial Paper, Inc.

Circuit Judges Robert D. Sack, Robert A. Katzmann and Gerard E.
Lynch affirmed the U.S. Bankruptcy Court in Manhattan's previous
rulings, saying the butting of heads is an "inevitable result" of
bankruptcy proceedings occurring in two different courts.

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, says
the ruling casts doubt upon SunCal's legal strategy in the
bankruptcies of several of its stalled California projects.  Its
bankruptcy plan for the developments was centered on the lawsuit
the appeals court prevented it from pursuing.

SunCal is attempting to sue Lehman in California to push Lehman's
claims against SunCal's properties in bankruptcy behind those of
its unsecured creditors.  SunCal has filed a bankruptcy-exit plan
in the California Chapter 11 case, funded in part by the sale of
some of its projects to investment firm D.E. Shaw & Co., which
would pay almost all creditors in full, except for Lehman.

Judge James Peck, which oversees Lehman's own bankruptcy case,
rejected SunCal's request to lift the bank's "automatic stay"
protections to allow the developer to proceed with the lawsuit.

According to DBR, SunCal General Counsel Bruce Cook said Wednesday
that the developer will now turn its attention to a pending appeal
of the bankruptcy appellate panel's decision.  DBR notes SunCal
went to Judge Peck in Manhattan after the bankruptcy appellate
panel for the Ninth U.S. Circuit Court of Appeals in California
ruled that SunCal must ask Judge Peck to lift the automatic stay
before it could proceed with its lawsuit.

"The Second Circuit's decision was to defer to the Ninth Circuit,"
Mr. Cook said.  "While we would have preferred a decision ruling
that the Lehman stay did not apply to the California cases, this
result is much preferable to a decision that the stay did apply."

The Second Circuit said the Ninth Circuit is the appropriate venue
for that decision.

"We hold that the [New York] bankruptcy court acted within its
discretion in deferring to the Ninth Circuit on whether the stay
applies," the ruling stated.

SunCal also sought to prevent Lehman from buying back seven loans
totaling $1.5 billion from affiliate Fenway Capital LLC.  SunCal
had sought to prevent that transaction because the purchase puts
those assets further from its grasp.  DBR notes the loans are tied
to the properties at the center of the dispute between Lehman and
SunCal.  According to DBR, SunCal previously balked at the
repurchase of those loans, saying that Lehman may have an
"undisclosed objective" for the deal -- to shield those assets
behind the automatic stay provision.  Judge Peck, however, allowed
the transaction to proceed in June.

DBR notes the parties' dispute stems from SunCal's allegations
that Lehman reneged on a promise to fund its real-estate projects
in an effort to squeeze the land developer and to take over the
projects for itself.  Lehman, which denies it acted improperly,
pumped more than $2.3 billion into various projects of SunCal
during the height of last decade's California real-estate boom.
The investment bank says SunCal failed to maintain the projects,
which prompted it to foreclose on some of the properties.

A copy of the Second Circuit's December 8 Amended Summary Order is
available at http://is.gd/itif2from Leagle.com.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Zurich, 2 Others to Pay D&Os' Legal Fees
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors won court
order authorizing Zurich American Insurance Company and two
other insurance firms to pay the legal fees of their former
officers and employees.

The insurance policies of Zurich American, ACE Bermuda Insurance
Ltd. and St. Paul Mercury Insurance Co. cover the defense costs
of former executives and employees of LBHI who are facing a
number of lawsuits that stemmed from the company's bankruptcy
filing.  Collectively, the three insurers provide $55 million in
coverage in excess of $70 million for the period May 16, 2007 to
May 16, 2008.

Richard Krasnow, Esq. at Weil Gotshal & Manges LLP, in New York,
says the proposed payment would ensure that the Lehman personnel
involved in the lawsuits have continued access to funding for
their defense costs in case the funds provided by LBHI's three
other insurers is exhausted.

LBHI anticipates that the $35 million being provided by
Continental Casualty Company, U.S. Specialty Insurance Company
and Lloyd's London and London Market Company will be exhausted by
the end of November 2010.

Continental Casualty's and Lloyd's insurance policies provide $10
million each while that of U.S. Specialty provides up to $15
million.

LBHI also sought a court ruling approving the payment by XL
Specialty Insurance Company and Federal Insurance Company of
legal bills and costs that have been accruing since May 12, 2009.
The firms provide $35 million in coverage for the period May 16,
2008 to May 16, 2011.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Stipulation on State Street Bank Action Approved
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and State Street Bank and Trust
Company won approval of a stipulation allowing the bank to
exercise its rights on a real estate securing the company's $15.6
million loan.

LBHI provided the loan to L.H. 1440 LLC to fund the acquisition
and development of the real estate in Bronx, New York.  It was
one of those loans purchased by State Street as part of a 2007
repurchase transaction with Lehman Commercial paper Inc.

Under the deal, any funds recovered by State Street on account of
the real estate in excess of the amounts owed on the $15.6 loan
will be remitted to LBHI unless applicable law creates a lien on
the real estate senior to that of LBHI's interest.

The deal is formalized in a six-page stipulation, a copy of which
is available without charge at:

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

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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

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

                 International Operations Collapse

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

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

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


LITTLE TOKYO: Gets Court OK to Hire Troutman as Litigation Counsel
------------------------------------------------------------------
Little Tokyo Partners, L.P., sought and obtained authorization
from the U.S. Bankruptcy Court for the Central District of
California to employ Troutman Sanders LLP as litigation counsel.

Troutman Sanders will:

     a. represent the Debtor and other defendants in the First-
        Citizens Bank & Trust Company adversary proceeding, some
        of whom are principals of the Debtor, in connection with
        all aspects of the Adversary Proceeding, including but not
        limited to factual investigation, case management, law and
        motion practice, discovery, settlement negotiations, trial
        preparation and trial representation; and

     b. communicate on Debtor's behalf with opposing counsel,
        potential witnesses, Debtor's bankruptcy counsel and the
        Court.

Troutman Sanders will be paid based on the rates of its
professionals:

        Martin Taylor              $562.50
        Dan Chambers               $445.50
        Meghan Sherrill            $297.00
        Attorneys              $297.00-$562.50
        Paralegals                 $229.50
        Law Clerks                 $135.00

Martin Taylor, Esq., a senior partner at Troutman Sanders, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Little Tokyo Partners, L.P. -- fka New Otani Hotel; aka Kyoto
Grand Hotel & Gardens; aka Little Tokyo Partners - Weller Court;
aka Weller Court; aka Littlte Tokyo Partners - Kyoto Grand Hotel &
Gardens -- a Delaware limited partnership, is a startup company
that owns the Hotel and Weller Court in the "Little Tokyo"3 area
of Downtown Los Angeles.  Built in 1977, the Hotel is the
centerpiece building and the only large, full-service hotel in
Little Tokyo.  The 21-story hotel was purchased by the Debtor in
2007 and features 434 guest rooms, meeting rooms and a hotel
restaurant.

The Company filed for Chapter 11 bankruptcy protection on July 15,
2010 (Bankr. C.D. Calif. Case No. 10-39113).  Neeta Menon, Esq.,
who has an office in Los Angeles, California, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


LUIS VAZQUEZ: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Luis Vazquez
               Mariana Burgos
               7513 Midnight Rambler
               Las Vegas, NV 89149

Bankruptcy Case No.: 10-32681

Chapter 11 Petition Date: December 5, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: C Andrew Wariner, Esq.
                  823 Las Vegas Blvd So, Suite 500
                  Las Vegas, NV 89101
                  Tel: (702) 953-0404
                  Fax: (702) 989-5388
                  E-mail: awariner@lvbklaw.com

Scheduled Assets: $305,525

Scheduled Debts: $1,098,551

A list of the Joint Debtors' 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-32681.pdf


LUZ ROMAN: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Luz Delia Cuevas Roman
          aka Miriam Cuevas Roman
        P.O. Box 1908
        San Sebastian, PR 00685

Bankruptcy Case No.: 10-11431

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LEGAS OFFICE
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $837,233

Scheduled Debts: $1,540,900

A list of the Debtor's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-11431.pdf


MAGIC BRANDS: Creditors Oppose Luby's Revision of Sale Terms
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee of unsecured creditors for The
Magic Brands LLC contends that Luby's Inc., the buyer of the
Fuddruckers restaurant business, has no right to terminate nine
franchise agreements it assumed upon completing the court-approved
acquisition.

As reported in the November 4, 2010 edition of the Troubled
Company Reporter, Luby's Inc. asked the bankruptcy court to modify
the sale-approval order to eliminate the requirement to purchase
the nine franchise agreements with Daltex Restaurant Management
Inc.  Luby's accused Magic Brands of misrepresenting the terms of
nine franchise agreements before it was authorized in June to buy
the Fuddruckers stores and franchise business for $63.5 million.
Luby's said, among other things, the data room didn't show how
nine franchise agreements had been modified less than a year
before bankruptcy to be "far more onerous" to the franchisor.

According to Mr. Rochelle, the Creditors Committee points to a
provision in the acquisition agreement saying that all
representations terminated on closing.  The Committee claims that
Luby's examined documents which put it on notice that the nine
franchise agreement were changed.  The Committee also points out
that Luby's performed its own due diligence.

Mr. Rochelle relates that the franchise operator that Luby's
doesn't want says the buyer's efforts are "a legally groundless
exercise in sour grapes and unjustified buyer's remorse."

A hearing on the dispute is on the bankruptcy court calendar for
Dec. 13.

                         About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

In July 2010, Magic Brands closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  The Debtor changed its name to Deel, LLC
following the completion of the sale.


MARION MCBRYDE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Marion L. McBryde
               Amona L. McBryde
                 aka Mona L. McBryde
               P.O. Box 128
               Round Mountain, TX 78663

Bankruptcy Case No.: 10-13394

Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtors' Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

Scheduled Assets: $2,167,950

Scheduled Debts: $2,083,634

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-13394.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
McBryde Family Partnership, Ltd.      10-13393            12/06/10


MCBRYDE FAMILY: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: McBryde Family Partnership, Ltd.
        P.O. Box 128
        Round Mountain, TX 78663

Bankruptcy Case No.: 10-13393

Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

Scheduled Assets: $3,104,899

Scheduled Debts: $1,346,242

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-13393.pdf

The petition was signed by Marion L. McBryde, general partner.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Marion and Amona McBryde              10-13394            12/06/10


MIRAMAX FILM: Debt Structure Change Cues Moody's 'Ba2' Rating
-------------------------------------------------------------
Moody's Investors Service changed Miramax Film NY, LLC's bank
loan ratings based upon an expected change in the debt structure
from a single class of debt to a first and second lien structure.
As a result, Moody's assigned a Ba2 rating to Miramax's proposed
$325 million 5.5-year senior secured first lien term loan B, and
assigned a B2 rating to the company's $83 million 6-year senior
secured second lien term loan.  The recently assigned Ba3 rating
for the company's prospective senior secured 7-year $408 million
term loan has been withdrawn.  The company's Ba3 Corporate Family
Rating and its B1 Probability of Default Rating are unchanged.
FilmYard Holdings, LLC will be the holding company for Miramax,
which is wholly owned by a consortium of equity sponsors led by
Colony Capital.  Proceeds from the term loans will be used to
finance the purchase of Miramax from The Walt Disney Company, pay
transaction costs and fund an opening cash account for the newly
created company.  The equity sponsors will contribute $245 million
towards the purchase.

Assignments:

Issuer: Miramax Film NY, LLC

  * Corporate Family Rating -- Ba3
  * Probability of Default Rating -- B1
  * Senior Secured First Lien Term Loan B-- Ba2 (LGD 2-21%)
  * Senior Secured Second Lien Term Loan -- B2 (LGD 5-72%)

Withdrawal:

  * Senior Secured Term Loan -- Ba3 (LGD 3-34%)

The rating outlook is stable.

                        Ratings Rationale

Miramax's Ba3 CFR reflects the inherent high risk associated with
the film business and the depreciating asset base represented by a
vintage content library which is expected to have declining
revenue levels and dependence on contract renewals.  The rating
further reflects the lack of history given the startup nature of
the company and the risk posed by a new management team and a
smaller-scale business in effectively competing for content
licensing contracts.  The company's reliance on speculative
sources of revenue for the relatively high quality of assets in
the portfolio such as participations in sequel production, Blu-ray
sales and digital streaming licenses is offset by a high level of
unearned contracted revenues that have high certainty of
collection and low risk of new film production in the near to
intermediate term.  The rating is supported by Miramax's strong
credit metrics including moderate pro-forma total debt-to-EBITDA
leverage of under 3.0x which is expected to consistently decline
through debt reduction as a result of strong excess cash flow
sweep provisions in the credit agreement.  Moody's notes that the
full repayment of debt by maturity through free cash flow
generation eliminates refinancing risk which is key to the Ba3
rating.

The first lien term loan benefits from the cushion against loss by
the second lien term loan.  Therefore, the first lien notes are
notched up from the CFR and the second lien notes are notched down
from the CFR to reflect the lower priority of claim and higher
risk of loss.  The B1 PDR is a notch lower than the company's CFR
due to the company's all bank capital structure with financial
covenants resulting in a higher probability of default and a
higher expected family recovery rate of 65%.

The stable outlook reflects a balance between an increase in risk
over time related to the depreciating asset base and growing
dependency on renewing contractual backlog and non-contractual
revenues, and Moody's expectation for a disciplined decline in
debt and leverage to exceed the rate of decline in revenues and
EBITDA.  Moody's anticipate very low refinancing risk with the
debt being fully repaid through free cash flow generation over the
six year term.  Within the first 12 to 18 months, total leverage
is expected to be in the 2.5-3.0x range (including Moody's
standard adjustments).

A rating upgrade is unlikely in the near term based on the
company's lack of history in managing these assets, and low
visibility on the revenues in later years which bear higher risk.
However, if the company pays down debt at a more rapid pace due
to better than expected library exploitation opportunities
(particularly of contractual nature), and leverage falls and
Moody's believe can be sustained at around 1.0x by the end of
2012, upward pressure on the rating could occur.

A rating downgrade could occur if certain revenue sources and
EBITDA are significantly below expectations and the company is not
on the projected pace for debt reduction resulting in total
leverage which is materially higher than Moody's initial
expectation of under 2.0x by the end of 2012.

This is the first time Moody's has assigned public ratings to
Miramax.

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

Miramax Film NY, LLC, domiciled in New York, is comprised of the
film content library developed by the independent film studio
established by the Weinstein Brothers and later acquired by The
Walt Disney Company in 1993.  The catalogue consists of
approximately 670 films (475 theatrical films and 195 direct-to-
video films), 130 television episodes and 200+ book titles.


MNK PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MNK Properties, LLC
          dba Dania's Wholefood & Grill
          fka Mouhammed Khatib
        710 E. Sublett Road, Suite 121
        Arlington, TX 76002

Bankruptcy Case No.: 10-47968

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Gerald Philip Urbach, Esq.
                  HIERSCHE, HAYWARD, DRAKELEY & URBACH, P.C.
                  15303 Dallas Parkway, Ste. 700
                  Addison, TX 75001
                  Tel: (972) 701-7026
                  Fax: (972) 701-8765
                  E-mail: gurbach@hhdulaw.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 eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-47968.pdf

The petition was signed by Mouhammed Khatib, manager.


MONTGOMERY HOSPITALITY: Suit v. Manager Stays in District Court
---------------------------------------------------------------
Bank of America, v. Gordhanbhai C. Patel, Case No. 10-cv-735 (M.D.
Ala.), seeks to collect on a loan from the borrower's guarantor.
Mr. Patel contends that the action is due to be dismissed or
transferred to his home state because the District Court lacks
personal jurisdiction over him.  Chief District Judge Mark E.
Fuller denied Mr. Patel's request.

Mr. Patel is a Member and the Acting Manager of Montgomery
Hospitality, L.L.C.  Montgomery Hospitality borrowed $3,780,000
from BofA in 2006.  Mr. Patel executed an irrevocable and
unconditional Guaranty of payment of the obligation as primary
obligor of the debt.  Montgomery Hospitality defaulted under the
loan and on August 11, 2010, filed a Chapter 11 bankruptcy
petition.  Mr. Patel signed the petition on behalf of Montgomery
Hospitality.

According to Judge Fuller, Mr. Patel was no incidental guarantor
of Montgomery Hospitality's debts to a third party, rather he was
an active manager who personally engaged in ongoing business
transactions relating to Montgomery Hospitality's business
affairs.  Moreover, the Guaranty Patel signed relating to the loan
to Montgomery Hospitality contained a choice of law provision
which specified that the Guaranty would be governed by Alabama
law.  Such a clause makes it evident that Patel should have
foreseen that he could have been hailed into court in Alabama
relating to his obligations under that Guaranty.

A copy of Judge Fuller's December 7, 2010 Memorandum Opinion and
Order is available at http://is.gd/irnbYfrom Leagle.com.

Montgomery Hospitality, L.L.C., owns and operates a hotel property
located in Montgomery, Alabama.  It filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case No. 10-32128) on August 11,
2010.  Judge William R. Sawyer presides over the case.  Michael E.
Bybee, Esq., at Law Office of Michael E. Bybee in Birmingham,
serves as bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.


MORTON & PORTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Morton & Porter, L.P.
        13135 Dairy Ashford, Suite 150
        Sugar Land, TX 77478

Bankruptcy Case No.: 10-41232

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Johnie J. Patterson, Esq.
                  WALKER & PATTERSON, P.C.
                  P.O. Box 61301
                  Houston, TX 77208-1301
                  Tel: (713) 956-5577
                  Fax: (713) 956-5570
                  E-mail: jjp@walkerandpatterson.com

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

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

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

The petition was signed by Costa Bajjali, president of Morton &
Porter Partners GP.


MOUNTAIN PROVINCE: Files Technical Report on Gahcho Kue Project
---------------------------------------------------------------
Mountain Province Diamonds Inc. said that the National Instrument
43-101 Technical Report on the Gahcho Kue Project has been filed
and can be accessed on SEDAR and the Company's Web site.  The
results of the independent definitive feasibility study, dated
October 15, 2010, were released on October 21, 2010.  JDS Energy
and Mining Inc. led the feasibility study, which was presented to
the Gahcho Ku‚ Joint Venture between Mountain Province and De
Beers Canada Inc.

Financial and Project Highlights:

   * Project IRR including sunk costs           20.7%
   * Project IRR excluding sunk costs           33.9%
   * Initial project capital                    C$549.5M
   * Working capital                            C$49.4M
   * Sustaining capital including mine closure  C$36.1M
   * Operating costs                            C$48.68 per tonne
   * Project mine life                          11 years
   * Average annual production                  3 million tonnes
   * Total diamond production                   49 million carats
   * Average annual diamond production          4.45 mil. carats
   * Diamond price                              US$102.48 per
                                                        carat

Commenting, Mountain Province President and CEO Patrick Evans
said, "The feasibility study delivers an economically viable,
technically credible and environmentally sound development plan
for the Gahcho Kue Project.  Our immediate focus now is the
completion of the Gahcho Kue Environmental Impact Statement, which
will be filed with the Mackenzie Valley Environmental Review Board
before the end of the year."

                     About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet as of June 30, 2010, showed
C$95.8 million in total assets, C$13.9 million in total
liabilities, and stockholders' equity of C$81.9 million.

                          *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MUSTANG HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mustang Homes, LLC
        5000 Forsythe Bypass, Suite 15
        Monroe, LA 71201

Bankruptcy Case No.: 10-32444

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Monroe)

Debtor's Counsel: Michael C. Hyde, Esq.
                  Hyde Park Signature Capital , LLC
                  700 E. Chippewa Street
                  Mt. Pleasant, MI 48858
                  Tel: (321) 302-0370
                  Fax: (866) 607-3480
                  E-mail: michael.hyde@hpscap.com

Scheduled Assets: $1,065,278

Scheduled Debts: $1,823,263

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lawb10-32444.pdf

The petition was signed by Rodney Brian Lowery, general manager.


NALCO CO: Moody's Assigns 'Ba2' Rating to $1 Billion Notes
----------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to Nalco
Company's proposed $1.0 billion in notes due 2019.  Nalco Finance
Holdings LLC's Corporate Family Rating was raised to Ba2 from Ba3.
Proceeds from the notes will be used for general corporate
purposes, which Moody's assume will include repayment and
refinancing of all or a portion of existing subordinated debt and
holding company discount notes.  The outlook for the ratings is
stable.

                        Ratings Rationale

"The Ba2 CFR rating incorporates Moody's view that debt reduction
along with margin increases will aid in improving credit metrics
to levels supporting the rating over the next two years" said
Moody's analyst Bill Reed.  "In addition this timely refinancing
combined with earlier maturity extensions of term loans is a
credit positive and improves liquidity."

Nalco's Ba2 CFR reflects the prospect of continued strong cash
flow generation combined with balance sheet debt reduction over
the next two years.  The ratings are further supported by Nalco's
entrenched competitive position as a global supplier of water
treatment and process chemicals for industrial and institutional
applications that generates strong EBITDA margins (roughly 19% for
the LTM ended September 30, 2010).  Additional positives include
the diversity of its end-markets, raw materials and customer base,
modest capital expenditure requirements, and the improvement in
its operating performance over the past year despite a weak
economic environment.  The ratings incorporate the strength of the
management team and significant barriers to entry, including high
customer switching costs, patents, significant R&D spending, and
long-term customer relationships.

The Ba2 CFR rating is restrained nevertheless by the elevated debt
levels that limit the company's ability to handle any exogenous
event that would have a negative impact on its financial
performance.  Even with the improved credit metrics debt to EBITDA
remains high at a projected 4.2 times at the end of 2010 down from
5.6 times at the end of 2009.  Balance sheet debt has decreased
over the last three years moving from $3.3 billion at the end of
2007 to $2.9 billion at the end of September 2010.  In light of
the high level of debt, Moody's reiterates that it is critical
that Nalco generate at least $125 million of annual free cash flow
(cash from operations less capital expenditures and dividends) to
support further debt reduction which Moody's projects may approach
$400 million over the next two years.

New Proposed Ratings

Nalco Company

  -- Guaranteed senior unsecured notes, $1,000 million due 2019 --
     Ba2 LGD4 60%

Ratings raised:

Nalco Finance Holdings LLC

  -- Corporate Family Rating to Ba2 from Ba3

  -- Probability of Default Rating to Ba2 from Ba3

  -- Senior discount notes, $461 million due 2014 to B1 LGD6 97%
     from B2 LGD6 93%*

Nalco Company

  -- Guaranteed senior subordinated notes, US dollar/Euro notes
     due 2013 to B1 LGD6 97% from B2 LGD5 82%*

* Ratings to be withdrawn upon completion of refinancing or debt
  extinguishments

Ratings affirmed:

Nalco Company

* Guaranteed senior secured revolver, $250 million due 2014 -- Ba1
  LGD3 37% from LGD2 26%

* Guaranteed senior secured term loan C, $274 million due 2016 --
  Ba1 LGD3 37% from LGD2 26%

* Guaranteed senior secured term loan C1, $100 million due 2016 --
  Ba1 LGD3 37% from LGD2 26%

* Guaranteed senior secured term loan B, $650 million due 2017 --
  Ba1 LGD3 37% from LGD2 26%

* Guaranteed senior unsecured notes $491 million due 2017 -- Ba2
  LGD4 60% from LGD3 42%

Nalco's liquidity profile is good, reflecting strong operating
cash flows, cash balances at the end of September 2010 of
$175 million and a $250 million unused revolver facility due 2014.
At the end of September 2010 the company had $18 million of
undrawn but outstanding standby letters of credit under the
revolver.  The refinancing of Nalco's bank facilities with
extended multi-year maturities is viewed as a positive for the
credit profile and liquidity.  The senior secured credit
facilities are unconditionally guaranteed by Nalco Holdings LLC,
and certain domestic subsidiaries of Nalco.  The repayment of
these facilities is secured by substantially all the assets of
Nalco and the guarantors, including, but not limited to, a pledge
of their capital stock and 65% of the capital stock of each non-
U.S. subsidiary owned by the guarantors.  The company was in
compliance on its covenants with adequate headroom at the end of
September 2010.

Additional liquidity is provided by a three-year receivables
facility due June 2013 that provides up to $150 million in funding
from a commercial paper conduit, based on availability of eligible
receivables and satisfaction of other customary conditions.  Of
the $143.3 million available for borrowing based on the amount of
receivables eligible for financing as of August 31, 2010, Nalco
had $126.0 million of outstanding borrowings at September 30,
2010.

The stable outlook reflects Moody's expectation that Nalco will
not increase debt nor pursue any significant acquisitions and that
credit metrics will improve in the medium term.  The outlook also
reflects Moody's anticipation that Nalco will continue to maintain
its market share in key end-markets and successfully avoid
aggressive price competition with its major competitors.  The
ratings could be lowered if the company further increases debt,
announces a significant acquisition within the near-term, fails to
achieve yearly free cash flow of at least $125 million adjusted
for extraordinary items during the next two years, or if
competitive pressures are greater than anticipated.  Moody's could
raise the company's CFR over the next two years if debt were
reduced by some $500 million and RCF/Debt were to be above 18% on
a sustainable basis.

Moody's most recent announcement concerning the ratings for Nalco
was on May 5, 2009, when new credit facilities were rated.

Nalco Company, headquartered in Naperville, Illinois, is a global
producer of water treatment and process chemicals for industrial
and institutional applications.  Revenues were $4.1 billion for
LTM period ending September 30, 2010.


NALCO CO: S&P Affirms Corporate Credit Rating at 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
corporate credit rating on Naperville, Ill.-based-Nalco Co.  The
outlook is positive.

At the same time, S&P assigned its 'BB-' issue-level rating (same
as the corporate credit rating) to Nalco Co.'s proposed $1 billion
senior notes due 2019.  S&P assigned a '4' recovery rating to the
notes, which indicates its expectation of average (30% to 50%)
recovery in the event of a payment default.  A portion of the
notes is expected to be denominated in Euros.

S&P also revised its recovery rating on the company's existing
$500 million senior unsecured notes due 2017 to '4' from '3' and
affirmed the 'BB-' issue rating on the notes.

Proceeds from the notes offering, along with cash on hand will be
used to repurchase $465 million of outstanding 8.875% senior
subordinated notes due 2013, repurchase ?200 million of 9% senior
subordinated notes due 2013, repurchase about $260 million of the
9% senior discount notes and to pay related fees and expenses,
including premiums.

"The rating on Nalco Co., a subsidiary of Nalco Holding Co.,
reflects a strong business risk profile and an aggressive
financial risk profile," said Standard & Poor's credit analyst
Liley Mehta.  Nalco's business profile benefits from its strong
competitive position in water treatment process chemicals and its
respectable operating margins.  In addition, it has demonstrated
its ability to generate meaningful discretionary cash flows, which
it has used in a balanced fashion to support growth, shareholder
distributions, and debt reduction.

The company's strong business risk profile incorporates Nalco's
position as a global leader in providing raw water and wastewater
treatment, process improvement services, and chemicals and
equipment programs for offerings that are technology-and service-
intensive.  The company also benefits from good customer
diversity, with the largest customer constituting 4% of sales.
Nalco's well-established, defensible business position underpins a
solid track record of operating profitability.  Even when key end
markets experience cyclical downturns, the company's results
exhibit a meaningful degree of stability, indicating the
resilience of the specialty

S&P views liquidity as adequate.  Pro forma for the financing
plan, the company expects to have $128 million in cash and ample
availability under the revolving credit facility.

The outlook is positive.  Further strengthening of credit measures
are a prerequisite for an upgrade, which S&P think is possible
within the next 12 months given S&P's base case expectation for
operating results in a gradually improving economic environment.
S&P views funds from operations to total adjusted debt of 15% as
appropriate credit metrics for a slightly higher rating, under the
expectation that the company can sustain its progress.  S&P
anticipate that management will be prudent in the manner in which
it executes its plans for acquisitions and growth-related
expenditures, which are important components of the company's
strategy.  Alternatively, S&P could also revise the outlook to
stable if S&P's downside economic scenario came to pass resulting
in unexpectedly flat to declining volume trends and margin
compression.  In such a scenario, challenging operating conditions
would bring operating margins to the low-to-mid teens percent area
and result in a weakening of the ratio of FFO to total debt to
about 10% on a consistent basis.


NILO ESCALANTE: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Nilo P. Escalante
               Raquel Ramos Escalante
               114570 Delano Street
               North Hollywood, CA 91606

Bankruptcy Case No.: 10-25361

Chapter 11 Petition Date: December 7, 2010

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

Judge: Maureen Tighe

Debtors' Counsel: Giovanni Orantes, Esq.
                  ORANTES LAW FIRM, P.C.
                  3435 Wilshire Boulevard, Suite 1980
                  Los Angeles, CA 90010
                  Tel: (888) 619-8222
                  Fax: (877) 789-5776
                  E-mail: go@gobklaw.com

Scheduled Assets: $742,088

Scheduled Debts: $1,245,731

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25361.pdf


NORTHLAND INVESTMENTS: Hearing on Case Dismissal Set for Dec. 21
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will convene a hearing on December 21, 2010, at 1:30 p.m., to
consider Northland Investments Co., Inc.'s request to dismiss its
Chapter 11 case.  Objections were due December 7.

The Debtor asked that the Court dismiss its case explaining that
Hawthorn Bank obtained stay relief against its real property, and
the absence of a reasonable likelihood of rehabilitation.

The Debtor related that on October 4, Hawthorn Bank filed its
notice of breach of condition because it was unable to obtain a
contract to sell the real property by October 1.  Pursuant to the
stipulated order, the Debtor was to obtain a contract to sell
certain real property by October 1, or Hawthorn Bank would be
granted relief from the automatic stay on the real property.

The Debtor owes Hawthorn Bank $8,303,082 secured by an interest in
the real property located in Kansas City, Platte County, Missouri.

Blue Springs, Missouri-based Northland Investments Co., Inc.,
filed for Chapter 11 bankruptcy protection on May 19, 2010 (Bankr.
W.D. Mo. Case No. 10-42517).  Lisa A. Epps, Esq., at Spencer Fane
Britt & Browne LLP, represents the Debtor.  The Company estimated
assets and debts at $10 million to $50 million as of the petition
date.


NXT NUTRITIONALS: Extends Start of Notes' Monthly Redemptions
-------------------------------------------------------------
On December 6, 2010, NXT Nutritionals Holdings Inc. and purchasers
holding approximately 91% of the aggregate number of the original
issue discount senior secured note; the series C warrants; and the
shares of common stock underlying the Notes and the Series C
Warrants, entered into a Second Modification And Amendment
Agreement.

The Amendment was required to be approved by Purchasers of at
least 67% of the Securities, and amends and modifies certain terms
and provisions in the Notes and the Series C Warrants.

Pursuant to the Amendment, the commencement of monthly redemption
date of the Notes is extended to September 1, 2011, the maturity
date of the Notes is extended to December 31, 2011 and the
original issue discount is amended such that the principal amount
equals each investor's subscription amount multiplied by 1.60.  In
addition the conversion price can be adjusted on the following
events:

   i) First Quarter 2011 Form 10-Q.  If the Company's filing of
      its March 31, 2011 Form 10-Q with the Securities and
      Exchange Commission does not disclose revenue of at least $5
      million for the first three months of 2011, then the
      Conversion Price of the Notes will decrease by $.03 on the
      fifth (5th) trading day after the Company files its March
      31, 2011 Form 10-Q.

      Notwithstanding the foregoing, if, during the five (5)
      trading days following the filing of the March 31, 2011 Form
      10-Q, the average closing bid price is $.60 or better, the
      aggregate trading volume of Company common stock is at least
      1.5 million shares and all of the shares underlying the
      Notes may be sold pursuant to an effective registration
      statement or Rule 144, then no adjustment to the Conversion
      Price will be made hereunder.

  ii) Second Quarter 2011 Form 10-Q.  If the Company's filing of
      its June 30, 2011 Form 10-Q with the Securities and Exchange
      Commission does not disclose revenue of at least $8 million
      for the first six months of 2011, then the Conversion Price
      of the Notes will be adjusted to equal the lesser of

         i) the then effective Conversion Price and

        ii) 90% of the average closing bid price during the five
            trading Days following the filing of the June 30, 2011
            Form 10-Q, such adjustment, if any, to occur on the
            fifth (5th) trading day following the Company's filing
            of its June 30, 2011 Form 10-Q.
            Notwithstanding the foregoing, if, during the five (5)
            trading Days following the filing of the June 30, 2011
            Form 10-Q, the average closing bid price is $.60 or
            better, the aggregate trading volume of Company common
            stock is at least 1.5 million shares and all of the
            shares underlying the Notes may be sold pursuant to an
            effective registration statement or Rule 144, then no
            adjustment to the Conversion Price will be made
            hereunder.

A full-text copy of the amended and modified agreement is
available for free at http://ResearchArchives.com/t/s?70b6

                       About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.13 million in total assets, $12.40 million in total
liabilities, and a stockholders' deficit of $9.26 million.

Berman & Company, P.A., in Boca Raton, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has a net loss of $24.0 million and net cash used in
operations of $2.1 million for 2009; and has a working capital
deficit of $1.5 million, and a stockholders' deficit of
$3.3 million at December 31, 2009.


NYC OFF-TRACK: Shutting Down after State Senate Negative Vote
-------------------------------------------------------------
Off-Track Betting Corp. in New York City began closing down
December 7 after the state Senate voted down legislation for a
bailout to be effected through a Chapter 9 reorganization plan.

NYC OTB posted on it Web site a letter to "loyal and valued
customers", which said, "Unfortunately, the NYS Senate chose not
to pass the bill passed by the Assembly that would have saved NYC
OTB.  Therefore, due to a lack of unrestricted funds to continue
in business, NYC OTB will be ceasing all pari-mutuel wagering
operations, Tuesday, December 7, 2010 as per our Board of
Directors vote, and will proceed to the orderly winding down of
its business affairs."

Three branches will remain open in Queens, Brooklyn and Manhattan
for six calendar days after the last day of operations so that
customers can cash tickets/vouchers and make account withdrawals

Russ Buettner, writing for The New York Times, reports that the
New York City Off-Track Betting Corporation closed the doors to
its betting parlors on Tuesday night after the state Senate
declined to pass an Assembly-approved bill designed to save its
operations.

NY Times says about 50 parlors around the city were shuttered and
some 1,000 employees lost their jobs.

According to The Associated Press, the Senate operating with 12
missing members failed to overcome party differences.

                          Chapter 9 Plan

Early this month, the bankruptcy judge signed an order approving a
disclosure statement explaining the Chapter 9 municipal
reorganization plan for Off-Track Betting Corp.  NYC OTB, however,
said it wouldn't solicit creditors' votes unless the legislation
proposed by outgoing New York Governor David Paterson passes.

NYC OTB has warned that unless a special session of the New York
legislature adopts enabling legislation, the Debtor would close
down starting December for lack of cash.

Republicans in the state Senate, however, blocked the measure.

                           Not a Bailout

Larry Schwartz, Chairman of NYC OTB, has claimed that the
reorganization plan for NYC OTB is not a "bailout" and not a
single taxpayer dollar is being requested.  "And when the
reorganization plan is in place, NYC OTB will be a profitable,
revenue-generating entity for the State of New York; thousands of
jobs will be saved; and hundreds of millions of taxpayer dollars
conserved."

Crain's New York Business reported that the OTB's plan isn't a
cash bailout, but a new business model that would be created
through concessions by unions and management to modernize the
operation.  The AP relates the plan is supported by OTB's unions
and would have cut the work force by nearly half, reduced some
wage differentials for Sunday work and modernized the operation
through automation and fewer traditional betting parlors.
According to the AP, supporters said the failure to pass the
rescue will cost the state $20 million to close the facilities and
potentially saddle taxpayers with $600 million in OTB liabilities.

The AP notes that, although New York City OTB collects nearly
$1 billion a year in bets, competition from casinos and other
gambling organizations, past mismanagement and its substantial
payouts to governments and the racing industry have kept it on the
brink of bankruptcy for years.

                    About NYC Off-Track Betting

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB sought protection under Chapter 9 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009.  NYC
OTB is represented by Richard Levin, Esq., at Cravath, Swaine &
Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C.
Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York City.

At September 30, 2009, NYC OTB disclosed $18,468,147 in total
assets, $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


NYC OFF-TRACK: Shutters Doors After Senate Fails to Approve Bill
----------------------------------------------------------------
Russ Buettner, writing for The New York Times, reports that the
New York City Off-Track Betting Corporation closed the doors to
its betting parlors on Tuesday night after the state Senate
declined to pass an Assembly-approved bill designed to save its
operations.

NY Times says about 50 parlors around the city were shuttered and
some 1,000 employees lost their jobs.

According to The Associated Press, the Senate operating with 12
missing members failed to overcome party differences.

Crain's New York Business reported that the OTB's plan isn't a
cash bailout, but a new business model that would be created
through concessions by unions and management to modernize the
operation.  The AP relates the plan is supported by OTB's unions
and would have cut the work force by nearly half, reduced some
wage differentials for Sunday work and modernized the operation
through automation and fewer traditional betting parlors.
According to the AP, supporters said the failure to pass the
rescue will cost the state $20 million to close the facilities and
potentially saddle taxpayers with $600 million in OTB liabilities.

The AP notes that, although New York City OTB collects nearly
$1 billion a year in bets, competition from casinos and other
gambling organizations, past mismanagement and its substantial
payouts to governments and the racing industry have kept it on the
brink of bankruptcy for years.

                    About NYC Off-Track Betting

New York City Off-Track Betting Corporation was a public benefit
corporation, which operated an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB sought protection under Chapter 9 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 09-17121) on December 3, 2009.  NYC
OTB is represented by Richard Levin, Esq., at Cravath, Swaine &
Moore LLP., in New York City, and Michael S. Fox, Esq., Herbert C.
Ross, Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York City.

At September 30, 2009, NYC OTB disclosed $18,468,147 in total
assets, $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.

Early in December 2010, the bankruptcy judge signed an order
approving a disclosure statement explaining the Chapter 9
municipal reorganization plan for NYC OTB.  NYC OTB, however,
deferred soliciting creditors' votes until the legislation
proposed by outgoing New York Governor David Paterson is passed.


OAKS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oaks Construction Company, Inc.
        120 Preston Executive Drive, Suite 101
        Cary, NC 27513

Bankruptcy Case No.: 10-10055

Chapter 11 Petition Date: December 7, 2010

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

Debtor's Counsel: Richard D. Sparkman, Esq.
                  RICHARD D. SPARKMAN & ASSOC., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  E-mail: rds@sparkmanlaw.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/nceb10-10055.pdf

The petition was signed by Maxwell M. Oaks, president.


OAKS OF TRAVIS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Oaks of Travis Heights Condo Project, LP
        604 A Gaylor Street
        Austin, TX 78752

Bankruptcy Case No.: 10-13389

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  MUNSCH HARDT KOPF & HARR, PC
                  401 Congress Ave, Suite 3050
                  Austin, TX 78701
                  Tel: (512) 391-6100
                  Fax: (512) 391-6149
                  E-mail: ptomasco@munsch.com

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

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

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

The petition was signed by Stephen Maida, president.


OLIVE BRANCH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olive Branch Apartments, LLC
          dba Olive Branch Apartments
          dba Arbor Terrace Apartments
        509 N. Winnetka Ave., Suite 201
        Dalllas, TX 75208

Bankruptcy Case No.: 10-38512

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Stephen Warner Tiemann, Esq.
                  2000 E. Lamar Blvd., Ste. 600
                  Arlington, TX 76006
                  Tel: (817) 275-7245
                  Fax: (817) 275-1056
                  E-mail: steve@swtlaw.net

Scheduled Assets: $2,193,000

Scheduled Debts: $3,209,481

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-38512.pdf

The petition was signed by Haik Byurat, manager of governing
person.


OPTI CANADA: Board Approves $150-Mil. Capital Program for 2011
--------------------------------------------------------------
OPTI Canada Inc. announced that its Board of Directors has
approved a $150 million capital program for 2011.

OPTI's share of budgeted costs for the Long Lake Project in 2011
is expected to be approximately $122 million.  Expenditures will
support initiatives to increase production and ensure the long-
term reliability of the Project.  Key undertakings will include
continued development of pads 12 and 13, which are expected to
add 18 new wells pairs for production in 2012, and down hole
installation of approximately 15 electric submersible pumps.
Engineering costs to evaluate additional steam capacity and a
Diluent Recover Unit have also been approved.

Decisions on whether to proceed with construction of the steam
expansion project and DRU are expected once the evaluations are
complete.  Incremental costs in 2011 would be subject to board
approval.  The steam expansion project, if approved, is expected
to increase existing steam capacity by 10 to 15 percent by late
2012. The DRU, if approved, is expected to enable improved
operating flexibility.  While the most effective and cost
efficient way to operate the Project is on an integrated basis,
improved operating flexibility would be expected to limit the
impact on bitumen production during periods of Upgrader downtime.

In 2011, OPTI will invest approximately $22 million in advancing
engineering and detailed execution plans for Kinosis to the end of
March.  Further 2011 capital spending on Kinosis may be considered
for approval by OPTI's board next year.

In 2011, OPTI will invest approximately $6 million for development
of Leismer and Cottonwood.

Unplanned issues with steam assisted gravity drainage or Upgrader
operations, deterioration of commodity prices and inability to
further extend foreign exchange hedging instruments could
negatively impact the funding of OPTI's 2011 capital program.
Please also see our Management's Discussion and Analysis for the
period ended September 30, 2010, in particular the Liquidity and
Capital Resources section.

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.


OSCAR ANDRADE: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oscar Andrade
        9924 Fenway Drive
        El Paso, TX 79925

Bankruptcy Case No.: 10-32557

Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Sidney J. Diamond, Esq.
                  THE LAW OFFICES OF SIDNEY J. DIAMOND
                  3800 N. Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.com

Scheduled Assets: $9,747,397

Scheduled Debts: $6,402,975

A list of the Debtor's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-32557.pdf


PALANCA PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Palanca Properties, LLC
        231 E. Orange Drive
        Phoenix, AZ 85012

Bankruptcy Case No.: 10-39044

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  JENNINGS STROUSS & SALMON PLC
                  One E. Washington Street, #1900
                  Phoenix, AZ 85004-2554
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696
                  E-mail: cjjohnsen@jsslaw.com

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

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

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

The petition was signed by Dana Day, trustee of the Avinash Singh
Khatter and Dana Louise Day Revocable Living Trust of June 2000.


PAUL WALLACE: Wins OK to Sell 525 Harris to BofA for $7.8-Mil.
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Paul Wallace to sell
525 Harris Road, LLC to Bank of America, N.A., or its assignee,
for $7,800,00.

The Debtor is the sole member of Harris Road LLC, an entity formed
to hold title to the premises known as 525 Harris Road, in Bedford
Hills, New York.

The purchase price will consist of:

   a) a credit bid of $7,800,000;

   b) a buyer's waiver of $750,000 of its claims against the
      Debtor's estate;

   c) a buyer's assumption and satisfaction of certain
      liabilities, including, but not limited to, tax claims
      asserted against the real property and any and all transfer
      taxes; and

   d) a buyer's assumption and satisfaction of certain
      administrative expense claims, including, but not limited
      to, up to $20,000 in legal fees incurred by the Debtor in
      connection with the sale of the real property.

                       About Paul F. Wallace

Headquartered in Bedford Hills, New York, Paul F. Wallace filed
for Chapter 11 on May 20, 2010, (Bankr. S.D. N.Y. Case No. 10-
22998).  Gerard DiConza, Esq., at DiConza Law, P.C., represents
the Debtor.  The Debtor did not file a list of creditors together
with its petition.  The Debtor estimated assets and debts at
$10 million to $50 million.


PAUL WALLACE: MOA's Meeting of Creditors Reset to February 16
-------------------------------------------------------------
The U.S. Trustee for Region 2 has rescheduled to February 16,
2011, at 1:00 p.m., the meeting of creditors in MOA Hospitality,
Inc.'s Chapter 11 case.  The meeting was originally scheduled for
December 8, 2010.  The meeting will be held at the U.S. Bankruptcy
Court, 300 Quarropas Street, Room 243A, White Plains, New York.

This is the first meeting of creditors required under Section
341(a) of the 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.

MOA Hospitality, Inc. is a debtor-affiliate of Paul F. Wallace.

Headquartered in Bedford Hills, New York, Paul F. Wallace filed
for Chapter 11 on May 20, 2010, (Bankr. S.D. N.Y. Case No. 10-
22998).  Gerard DiConza, Esq., at DiConza Law, P.C., represents
the Debtor.  The Debtor did not file a list of creditors together
with its petition.  The Debtor estimated assets and debts at $10
million to  $50 million.

Salt Lake City, Utah-based MOA Hospitality, Inc., filed for
Chapter 11 on October 28, 2010, (Bankr. S.D. N.Y. Bankr. Case
No. 10-24237).  The Company estimated assets at $1 million to
$10 million and debts at $10 million to $50 million.


PENN OCTANE: Closes Rio Vista Sale Deal After Amendment
-------------------------------------------------------
On November 17, 2010, Penn Octane Corporation, Rio Vista Energy
Partners L.P. and Central Energy LP, a Delaware limited
partnership, entered into a Fourth Amendment to Securities
Purchase and Sale Agreement, amending the Securities Purchase and
Sale Agreement dated May 25, 2010 in connection with the closing
of the transactions contemplated under the Agreement.

The Closing occurred on November 17, 2010, simultaneously with the
entry by Penn Octane into the Fourth Amendment.

Under the terms of the Fourth Amendment, the $3,950,291 cash
purchase price for 12,724,019 common units in Rio Vista issued and
sold to Central Energy at the Closing was adjusted to permit
payment of $1.0 million of such purchase price in the form of a
nine-month secured promissory note from Central to Rio Vista.
However, at the Closing, the Note was paid in full at the Closing
and immediately cancelled.  Under the terms of the Fourth
Amendment, Rio Vista also agreed to grant piggy back registration
rights with respect to the common units in Rio Vista held by Penn
Octane at the time of Closing.

A full-text copy of the Amended Agreement Is available for free
at http://ResearchArchives.com/t/s?70b7

                   About Penn Octane Corporation

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the company's Brownsville Terminal
Facility.

As reported in the TCR on June 4, 2010, Penn Octane said that
because of its financial position, if the closing of the sale to
Central Energy does not occur, both Penn Octane and Rio Vista
would likely be required to seek protection under US Bankruptcy
laws.  In the opinion of management, if such protection were
sought, the amounts realized for Penn Octane's assets and the
resulting amounts recoverable to creditors will be significantly
less than amounts being offered pursuant to the Agreement.

Penn Octane said in June that it has negative working capital.
Penn Octane does not have any sources of cash or assets other than
its interests in the GP, certain ownership of common units of Rio
Vista and advances or loans due from Rio Vista.


PETTERS CO: Judge Lifts Automatic Stay From Polaroid Suits
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
agreed to lift the shield blocking Petters Co. from lawsuits so
Polaroid Corp. may choose to fight claims put forth by its former
affiliate, which -- along with Polaroid -- collapsed in the wake
of Tom Petters' Ponzi scheme.

                          About Polaroid

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  Polaroid
filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D.
Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D.
Minn. Case No. 08-46617).  PLR Acquisition LLC, a joint venture
composed of Hilco Consumer Capital L.P. and Gordon Brothers
Brands LLC, acquired most of Polaroid's assets -- including the
Polaroid brand and trademarks -- in May 2009.  They paid $87.6
million for the brand.  Debtor Polaroid Corp. was renamed to PBE
Corp. following the sale.  The case was converted to Chapter 7 on
Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7
Trustee.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on Oct. 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., estimated its debts at
$500 million and $1 billion.  Its parent, Petters Group
Worldwide, LLC, estimated its debts at not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POLAROID CORP: Lance Bass Sued for Fraudulent Transfer
------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that John R. Stoebner, the Chapter 7 trustee overseeing
Polaroid's bankruptcy estate, sued Lance Bass before the U.S.
Bankruptcy Court in Minneapolis to recoup $40,000 the trustee
claims that Polaroid transferred to Mr. Bass's production company
on Dec. 28, 2005, as a "gift or donation."  Mr. Stoebner is
seeking to avoid that gift as a "fraudulent transfer," saying the
company was insolvent at the time and wrapped up in a Ponzi scheme
engineered by former businessman Tom Petters.

Mr. Bass is known for his stint in 1990s pop group 'N Sync and
founder of production company Lance Bass Productions.

                          About Polaroid

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  Polaroid
filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D.
Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D.
Minn. Case No. 08-46617).  PLR Acquisition LLC, a joint venture
composed of Hilco Consumer Capital L.P. and Gordon Brothers
Brands LLC, acquired most of Polaroid's assets -- including the
Polaroid brand and trademarks -- in May 2009.  They paid $87.6
million for the brand.  Debtor Polaroid Corp. was renamed to PBE
Corp. following the sale.  The case was converted to Chapter 7 on
Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7
Trustee.


POSITRON CORP: Reports $294,000 Net Income in Sept. 30 Quarter
--------------------------------------------------------------
Positron Corporation filed its quarterly report on Form 10-Q,
reporting net income of $294,000 on $1.01 million of revenues for
the quarter ended Sept. 30, 2010, compared with a net loss of
$1.19 million on $188,000 of revenues in the quarter ended
Sept. 30, 2009.

The Company and its subsidiaries' consolidated balance sheet at
Sept. 30, 2010, showed $4.15 million in total assets,
$5.05 million in liabilities, and a stockholders' deficit of
$905,000.  Stockholders' deficit was $5.1 million at June 30,
2010.

Frank L. Sassetti & Co., in Oak Park, Illinois, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for 2009.  The
independent auditors noted that the Company has a significant
accumulated deficit.

"Since inception, the Company has expended substantial resources
on research and development and sustained substantial losses.  Due
to the limited number of systems sold or placed into service each
year, revenues have fluctuated significantly from year to year and
have not been sufficient to be operationally profitable.  The
Company had an accumulated deficit of $100,693,000 and a
stockholders' deficit of $905,000 at September 30, 2010.  The
Company will need to increase sales and apply the research and
development advancements to achieve profitability in the future.
The Company expects to experience a significant increase in sales
of the Attrius(R) Cardiac PET system and additional service
agreements; it also expects recurring revenue from the delivery of
radiopharmaceuticals through its unit doses dispensing devices and
sales of radiopharmaceuticals manufactured at its Crown Point
facility.  The Company expects that these developments will have a
positive impact on revenue and net margins," according to the Form
10-Q.

"The Company had cash and cash equivalents of $888,000 at
September 30, 2010.  At the same date, the Company had accounts
payable and accrued liabilities of $640,000 at September 30, 2010.
Working capital requirements for the upcoming year may reach
beyond our current cash balances.  As the Company executes its
plans for expansion, it may continue to raise funds as required
through equity and debt financing to sustain business operations.
The Company expects to achieve sufficient revenues or raise
sufficient funds to sustain business operations; however, no
assurance can be given."

A full-text copy of the Company's Form 10-Q filed with the
Securities and Exchange Commission is available for free at:

                 http://researcharchives.com/t/s?70c0

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.


PPS PROPERTIES: Has $721,913 Secured Debt to Sterling
-----------------------------------------------------
Dan Hieb at Nashville Business Journal reports that PPS Properties
LLC, which owns land occupied by Pembroke Preparatory School in
Franklin, Tennessee, said it owes Houston-based Sterling Bank
$721,913 owed to Houston-based Sterling Bank for the property.

The Company listed Ernest Coley Sr. as the senior member of PPS
Properties.  M. Coley is the registered agent for the company,
according to a business license filed with the Tennessee
Department of State, according to Business Journal.

In its schedules, the Debtor disclosed $1,057,600 in assets and
$1,247,157 in debts.

According to Business Journal, most of the discrepancy between the
Company's assets and debts is tied to a parcel it owns in
Hopkinsville, Kentucky.  The land at 510 Noel Ave. is valued at
$300,000, but it owes Florida-based Synovus SBA Lending $510,000
for the mortgage.

PPS Properties, LLC, filed for Chapter 11 protection on Dec. 2,
2010 (Bankr. M.D. Tenn. Case No. 10-13089).  Steven L. Lefkovitz,
Esq., at the Law Offices Lefkovitz & Lefkovitz, in Nashville,
Tennessee, represents the Debtor.


PRICE'S PREFERRED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Price's Preferred Properties
        1302 Streamview Court
        Bel Air, MD 21015-5026

Bankruptcy Case No.: 10-37592

Chapter 11 Petition Date: December 7, 2010

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

Judge: Robert A. Gordon

Debtor's Counsel: Chirag V. Patel, Esq.
                  CHIRAG V. PATEL, P.A.
                  4936 Fairmont Avenue, Suite 204
                  Bethesda, MD 20814
                  Tel: (301) 806-6959
                  Fax: (301) 542-0022
                  E-mail: chirag.patel@patelfirm.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 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37592.pdf

The petition was signed by Kevin Price and Renae Price, owners.


PROVO CRAFT: S&P Puts 'B' Rating on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
South Jordan, Utah-based Provo Craft & Novelty Inc., including its
'B' corporate credit rating, on CreditWatch with negative
implications.  The CreditWatch placement means that S&P could
either lower or affirm the ratings following the completion of
S&P's review.  As of Sept. 30, 2010, Provo Craft had about
$239 million in debt outstanding.

"The CreditWatch listing reflects S&P's belief that the company
may not be able to comply with its financial covenants over the
near term due to potentially weaker-than-expected operating
performance and currently very weak covenant cushion," said
Standard & Poor's credit analyst Jacqueline Hui.  Additionally,
Provo Craft's total leverage and senior leverage covenants step
down in September 2011.  S&P believes ongoing weaker performance
could result from a greater-than-expected product cannibalization
following the launch of a new product in midyear 2010.  S&P could
lower the ratings if S&P believes that the company cannot comply
with its financial covenants over the near term or if liquidity
declines below S&P's expectations.

Standard & Poor's will seek to resolve or update the CreditWatch
listings within 90 days.  To resolve the CreditWatch listings, S&P
will meet with management to evaluate the potential for improved
operating performance and recovery of adequate cushion on the
company's financial covenants, as well as Provo Craft's ability to
comply with its financial covenants in the near term.


RADIENT PHARMA: Shareholders Vote In Favor of Stabilization Plan
----------------------------------------------------------------
Radient Pharmaceuticals Corporation announced shareholder voting
results and the completion of its Annual Meeting of Shareholders
held Friday December 3, 2010.  Votes received by the shareholders
of RPC were in favor of the execution of a financial stabilization
plan through the approval of the following initiatives:

   * Issuance of up to 25,311,388 shares of RPC common stock
     issuable upon the full exchange andcancellation of the
     Company's outstanding notes and loans.

   * Issuance of 2% of outstanding shares of RPC common stock in
     exchange for cash consulting fees due under the Company's
     consulting agreement with Cantone Asset Management LLC.

   * Issuance of up to 708,261 shares of RPC common stock issuable
     upon the full exchange and cancellation of underlying the
     Bridge Loan and related warrants conducted in September 2009.

   * Issuance of 1% of outstanding shares of RPC common stock in
     exchange for cash consulting fees due under the Company's
     placement agent of the Series 1 and Series 2 notes
     transaction completed in the first and second quarter of
     FY2010.

   * Future rights for RPC management to issue additional shares
     of common stock upon exercise of the Registered Direct
     Offering Warrants if and when required pursuant to further
     implementation of the anti-dilution rights granted in the
     warrants.

   * Issuance of up to 2,194,157 shares of RPC common stock
     issuable upon the conversion of the principal and interest of
     certain notes and excise of warrants issuable upon conversion
     for not holders extending the maturity date of the September
     2010 note.

   * Issuance of 85,648,836 shares of potentially issuable RPC
     common stock below the greater of a share of RPC's common
     stock book or market value at the time of issuance issuable
     pursuant to the financings that RPC completed in the first
     and second quarter of FY2010.

   * Amendment of RPC's certificate of incorporation to increase
     the Company's authorized shares of capital stock.

   * A new 2010 stock option plan to incentivize management and
     employeesto drive RPC's IVD business to new heights in sales
     and profitability in FY2010 andbeyond.

The only initiative unapproved was the issuance of shares
underlying the warrants issued in the November 2009 Registered
Direct Offering.

According RPC Chairman and CEO Douglas MacLellan, "We thank all of
our shareholders for their support and greatly appreciate the
valuable feedback and insights offered to our executive management
team and board of directors.  Our collective team remains deeply
committed to building long-term value for all of our shareholders,
especially through the continued international commercialization
of our Onko-Sure in vitro diagnostic cancer test and monetization
strategy and plan for our China-based subsidiary Jade
Pharmaceuticals Inc.  Our goal remains on delivering life-saving
IVD oncology products to patients and healthcare providers
worldwide in a manner where we successfully drive sustainable and
profitable growth for our Company."

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.


RADIO ONE: Moody's Confirms 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service confirmed the Caa1 rating for Radio One,
Inc.'s Corporate Family Rating and confirmed its Caa2/LD
Probability of Default Rating.  As outlined below, Moody's also
assigned ratings to the amended/restated bank revolver facility
due 2012, amended/restated term loan due 2012, and new senior
subordinated notes due 2016 as part of the proposed note exchange
and refinancing.  These actions conclude the review that was
initiated on August 18, 2010.

After several months of negotiations, Radio One succeeded in
coming to an agreement with its note holders and lenders and is
expected to complete its proposed exchange offer by issuing new
senior subordinated notes to take out its 8.875% senior
subordinated notes due 2011 and 6.375% senior subordinated notes
due 2013.  In addition to the note exchange, the company amended
and restated its revolver and term loan facilities.  The LD
designation is due to the limited default related to a blocked
August 16, 2010 interest payment on the 6.375% senior subordinated
notes as well as the pending exchange of the these notes at less
than par (95%).  After three business days from the note exchange
being completed, the limited default "/LD" designation will be
removed.

Issuer: Radio One, Inc.

These ratings were confirmed:

* Corporate Family Rating -- confirmed Caa1

* Probability of Default Rating -- confirmed Caa2/LD (LD will be
  removed three business days after completion of the proposed
  exchange)

This rating is upgraded:

* $23.7 million first lien term loan (original amount of $300
  million) due 2012 (tranche A) -- upgraded to B1, LGD2, 12% from
  B2, LGD2, 17%

These ratings were assigned:

* Amended & restated $38.8 million first lien revolver due 2012
  (with up to $18.8 million of sub-limits) -- B1, LGD2, 12%

* Amended & restated $323.0 million first lien term loan due 2012
  (tranche B) -- B1, LGD2, 12%

* New 12.5%/15.0% senior subordinated Notes due 2016-Caa3, LGD4,
  61%

These ratings will be withdrawn upon closing of the transactions:

* $400 million existing senior secured revolving facility --B2,
  LGD2, 17%, to be withdrawn

* 8.875% senior subordinated notes due 2011 -- Caa3, LGD6-96%, to
  be withdrawn

* 6.375% senior subordinated notes due 2013 -- Caa3, LGD6-96%, to
  be withdrawn

* New second lien notes due 2016 -- B3, LGD4, 55%, to be withdrawn

                         Rating Rationale

Upon closing of the pending transactions, the Caa1 corporate
family rating will reflect Radio One's high pro forma debt-to-
EBITDA leverage of approximately 8.0x (incorporating Moody's
standard adjustments) mitigated by improved operating performance
due to expected political advertising gains in 4Q10 followed by
double digit EBITDA gains in 1Q11 compared to a weak 1Q10.
Despite expected growth in EBITDA and improving debt-to-EBITDA
leverage ratios, reported debt balances will remain flat at
approximately $655 million for the next 12 months due to the
anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.  Incorporated in the rating is
Radio One's large market presence and niche focus targeting the
African-American audience.  The company's reliance on four of its
sixteen markets for approximately half of its revenues and up to
$29 million in potential funding requirements related to the
company's ownership in TV One and Reach Media weigh on Radio One's
rating.  For the nine months ended September 30, 2010, the company
reported revenues of $209 million in line with expectations and 2%
ahead of revenues for the same nine months last year.  Given the
18 month maturity of the bank credit facilities and resetting of
financial maintenance covenants with a 10-15% cushion, Radio One
is positioned to grow revenues and EBITDA which would facilitate
refinancing of bank facilities.  Moody's expect Radio One to
address refinancing of debt facilities well in advance of the 2012
maturities; accordingly, ratings incorporate the likelihood that
restrictions under the new bank credit agreement governing
liquidity, dividends, and financial maintenance covenants will be
revised.

The stable outlook assumes the closing of the exchange notes and
bank debt refinancing as well as Moody's expectation that the
company will reduce debt-to-EBITDA ratios as economic pressures
wane, operating performance improves, and 4-5% free cash flow is
applied to reduce debt or enhance liquidity.  The outlook also
reflects the expectation that the company will maintain good
liquidity and will fund the remaining $13.7 million TV One capital
call in the near term with cash and a portion of the $13.7 million
revolver sub-facility provided specifically for this capital call.

Ratings could be upgraded if the company refinances the revolver
and term loan maturing June 2012 and debt-to-EBITDA leverage
ratios are sustained below 7.0x (incorporating Moody's standard
adjustments) as a result of an improving economic environment and
greater advertising demand in combination with free cash flow
being applied to reduce debt balances.  Ratings could be
downgraded if revenues and EBITDA are negatively impacted by a
deeper and longer downturn in advertising spending than expected
resulting in debt-to-EBITDA leverage ratios greater than 9.50x.
Increased debt levels due to discretionary items including, share
repurchases or the funding of increasing ownership of current
investments could also negatively impact ratings, particularly if
these actions impair liquidity.

The most recent rating action for Radio One was on September 20,
2010 when Moody's repositioned Radio One Inc.'s Probability of
Default Rating to Caa2/LD, from Caa2, following expiration of the
30-day grace period under the indenture governing the company's
6.375% senior subordinated notes due 2013.  The August interest
payment was not made in accordance with the scheduled terms, and
Moody's treats the failure to meet the original contractual terms
as a limited default.  Upon closing of the proposed exchange
offer, the company will make the missed interest payment in
addition to refinancing senior subordinated notes due 2011 and
2013 with new senior subordinated notes due 2016.

Radio One Inc., headquartered in Lanham, Maryland, is an urban
oriented multi-media company that operates or owns interests in
broadcasting stations (53 stations in 16 markets), a cable
television network, and Internet-based properties, largely
targeting the African-American audience.  The Chairperson and
President (Chairperson's son) hold approximately 92% of the
outstanding voting power of the common stock.  The company
reported sales of approximately $275 million through the 12 months
ending September 30, 2010.


ROCK US: Sale of Office Tower in Manhattan Closes for $93.5MM
-------------------------------------------------------------
A Dallas-based investment firm and a New York real-estate company
closed a deal to buy a 17-story office tower at 100-104 Fifth Ave.
in Manhattan for $93.5 million, according to brokers involved with
the deal, Dow Jones' Small Cap reports.

The Troubled Company Reporter reported on Dec. 3, 2010, that
affiliates of Rock US Holdings have won confirmation of their
Chapter 11 plan.  A plan was approved for the property on Madison
Avenue in Manhattan and another for the sale of the building on
Fifth Avenue in Manhattan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Rock US entities filed under Chapter 11 on Sept.
15 aiming for quick confirmation of a reorganization plan selling
the 100-104 Fifth Ave. and 183 Madison Ave. buildings for a
combined $168.7 million.  The plan was accepted before the Chapter
11 filing by Bank of Scotland Plc, the agent to the lenders owed
$267 million on a senior debt and $26 million on a subordinated
obligation.  The plan assumed that no creditors aside from the
senior lenders would receive anything.

                      About Rock US Holdings

Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection
on September 15, 2010 (Bankr. D. Del. Case No. 10-12892).
Affiliates Rock US Investments LLC (Bankr. D. Del. Case No.
10-12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D.
Del. Case No. 10-12894), and Rock New York (183 Madison Avenue)
LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11
petitions.

In their petitions, Rock US Holdings and Rock US Investments each
estimated under $50,000 in assets and $100 million to $500 million
in debts as of the Petition Date.  Rock New York (100-104) and
Rock New York (183 Madison) each estimated $100 million to $500
million in both assets and debts.

Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard
PA, are the Debtors' general bankruptcy counsel.  Hogan Lovells US
LLP is the Debtors' special corporate and Litigation counsel.
Jones Day is the Debtors' special real estate counsel.


SALERNO PLASTIC: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Bernard Brunet

Chapter 15 Debtor: Salerno Plastic Film and Bags (USA) Inc.
                     aka Salerno Plastic Corp.
                   14 Gus Lapham Lane
                   Plattsburgh, NY 12901

Chapter 15 Case No.: 10-14504

Type of Business: The Debtor is a manufacturer of plastic films
                  and standard and custom bags.

Chapter 15 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Peter A. Pastore, Esq.
                  MCNAMEE, LOCHNER, TITUS & WILLIAMS, PC
                  P.O. Box 459
                  677 Broadway
                  Albany, NY 12201-0459
                  Tel: (518) 447-3246
                  E-mail: pastorepa@mltw.com

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

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

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


SAUL ROWEN: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Saul Harold Rowen
        4744 Park Encino Lane, #213
        Encino, CA 91436

Bankruptcy Case No.: 10-25360

Chapter 11 Petition Date: December 7, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Peter T. Steinberg, Esq.
                  STEINBERG NUTTER AND BRENT
                  23801 Calabasas Road, Suite 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536
                  E-mail: mr.aloha@sbcglobal.net

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

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

A list of the Debtor's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25360.pdf


SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating to $500 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Seagate Technology
plc's proposed offering of $500 million of eight-year, senior
unsecured notes.  The notes are expected to be issued by Seagate
HDD Cayman, a direct wholly-owned subsidiary of Seagate Technology
HDD Holdings and will be guaranteed by Seagate.  The HDD Cayman
debt is contractually and structurally subordinate to Seagate
Technology International's $415 million of 10% senior secured
second-priority notes due April 2014.  The proceeds from the
offering will be used to repay, redeem and/or repurchase a portion
of Seagate's outstanding debt and for general corporate purposes.

Fitch currently rates Seagate and its wholly-owned subsidiaries:

Seagate

  -- Issuer Default Rating 'BB+'.

HDD Cayman

  -- IDR 'BB+';
  -- Senior unsecured notes 'BB+'.

STI

  -- IDR 'BB+';
  -- Secured second lien notes 'BBB-'.

The Rating Outlook is Stable.

The ratings and Stable Outlook reflect:

  -- Fitch's expectations that an improving supply and demand
     balance in the hard disk drive industry will provide a more
     favorable HDD pricing environment, thereby at least
     stabilizing Seagate's gross margin sequentially in the near
     term.  Furthermore, manageable HDD inventory levels and solid
     end-market demand in the commercial sector due to ongoing
     refresh of existing aging infrastructure (PCs and servers)
     supports HDD unit shipment growth.  Dell recently noted that
     HDD pricing has neared the bottom in terms of deflation and
     pricing could increase as capacity moves offline.

  -- Seagate's maintenance of solid liquidity supported by
     $2.1 billion of cash, the vast majority of which is readily
     accessible without adverse tax considerations, generally
     positive annual free cash flow and a staggered debt maturity
     schedule.  In the latest 12 months ended Oct. 1, 2010, FCF
     increased to $991 million compared with $282 million in the
     year-ago period, reflecting considerable strength in the
     first six months of the LTM period partially offset by
     $56 million of negative FCF in the second half due to sizable
     capital expenditures totaling $625 million.

  -- Broad product portfolio, leading revenue market share in the
     overall hard disk drive industry.

  -- The company's scale and vertically integrated model, which
     reduces per-unit manufacturing costs.

  -- Continued growth of digital rich media by consumers and
     enterprise storage requirements, which bode favorably for
     longer term HDD unit demand.

Rating concerns include:

  -- Substantial volatility in earnings and free cash flow due to
     the cyclicality of the HDD industry and significant fixed
     costs.

  -- Event risk associated with a potential revival of recently
     unsuccessful leveraged buyout negotiations or implementation
     of aggressive shareholder friendly activities, primarily
     debt-financed share repurchases.  Fitch notes Irish law
     prohibits Seagate's subsidiaries from issuing debt guaranteed
     by Seagate for the purpose of funding share repurchases.
     However, Fitch believes the company retains considerable
     flexibility with respect to using existing cash on hand or
     potentially issuing debt guaranteed by a Cayman Islands
     entity to fund share repurchases.  Subsequent to the proposed
     $500 million debt offering, Fitch believes Seagate has up to
     $1.5 billion of incremental debt capacity remaining without
     adversely affecting its IDR of 'BB+', assuming no material
     deterioration in liquidity and/or financial performance.

  -- Long-term threat of technology substitution from NAND flash-
     based solid state drives, including risk of consumers
     substituting traditional notebooks with HDDs for media
     tablets equipped with flash-based storage.

  -- Consistent declines in average selling prices for HDDs due to
     intense competition and low switching costs.

  -- Seagate's ability to sustain a time to market advantage
     critical to achieving market share gains and maintaining
     overall profitability, given formidable competition,
     especially from Western Digital Corporation and Hitachi
     Global Storage Technologies.

Fitch estimates total debt is approximately $2.2 billon, primarily
consisting of:

  -- $559 million of 6.375% senior notes due October 2011 (HDD
     Cayman);

  -- $415 million of 10% senior secured second-priority notes due
     April 2014; (STI)

  -- $600 million of 6.8% senior notes due October 2016 (HDD
     Caymen);

  -- $500 million of senior unsecured notes due 2020 (HDD Cayman).


SEAGATE HDD: Moody's Assigns 'Ba1' Rating to $500 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$500 million 8-year senior unsecured notes offering to be issued
by Seagate HDD Cayman, a wholly-owned subsidiary of Seagate
Technology HDD Holdings.  The rating outlook is stable.  Net
proceeds are expected to be used for general corporate purposes
and to repay existing debt.  The assigned ratings are subject to
review of final documentation and no material change in the terms
and conditions of the transaction as advised to Moody's.

Rating actions and assessment revisions include these:

Issuer: Seagate HDD Cayman

Assignments:

* $500 Million Senior Unsecured Notes due 2018 -- Ba1 (LGD-4, 63%)

LGD Assessment Revisions:

* $600 Million Senior Unsecured Notes due May 2020, currently Ba1,
  LGD assessment revised to (LGD-4, 63%) from (LGD-4, 62%)

Issuer: Seagate Technology HDD Holdings

* Corporate Family Rating -- Ba1

* Probability of Default Rating - Ba1

* Speculative Grade Liquidity Rating - SGL-1

* $415 Million ($430 Million original face amount) Guaranteed
  Senior Secured Second Priority Notes due May 2014, currently
  Baa3 (LGD-2, 20%)

LGD Assessment Revisions:

* $559 Million ($600 Million original face amount) Senior
  Unsecured Notes due October 2011, currently Ba1, LGD assessment
  revised to (LGD-4, 63%) from (LGD-4, 62%)

* $599 Million ($600 Million original face amount) Senior
  Unsecured Notes due October 2016, currently Ba1, LGD assessment
  revised to (LGD-4, 63%) from (LGD-4, 62%)

                        Ratings Rationale

Seagate's Ba1 Corporate Family reflects its leading position with
the broadest product offering in the hard disk drive industry as
well as its proven ability to generate significant amounts of
profits and free cash flow during business upcycles that provide
cushion to withstand cyclical downturns.  In addition, it
recognizes Seagate's recent good execution on time-to-market
transition and delivery of new product introductions in FY10, as
well as its streamlined manufacturing footprint, integrated supply
chain and improved capital allocation that can quickly accommodate
abrupt spikes/contractions in short-term demand.  At the same
time, the CFR incorporates significant variability in EBITDA as a
result of Seagate's single product-line focus, HDD industry
volatility and intense competition.  The HDD sector is
characterized by short product life cycles, commoditization,
periods of excess capacity and maturation-linked average selling
price erosion.  Consequently, the rating incorporates the
significant R&D investments and capital intensity that Seagate
must continually deploy in order to develop and manufacture next-
generation products with richer ASPs as margins on its existing
products decline.

The Ba1 rating for the proposed senior unsecured notes reflects
their lower priority claim relative to Seagate's guaranteed senior
secured second priority notes.

The stable rating outlook incorporates Moody's favorable long-term
outlook for HDD storage products offset by Moody's near-term
expectation of moderating volume growth and pressure on ASPs.
Despite reduced revenues, Moody's anticipate Seagate will remain
profitable and generate positive FCF with gross margins at least
in the low to mid-20% range.

The CFR could be upgraded if the company achieved a more variable
cost structure, a reduction in gross debt below $1 billion,
adjusted EBITDA above average historical levels (i.e., greater
than $1.6 billion) and balance sheet cash of at least
$1.75 billion.

Seagate's Ba1 CFR could be downgraded if the company experienced a
loss of technological leadership that led to sustained market
share losses in the HDD industry and resulted in lower
profitability.  Additionally, Moody's could downgrade the rating
to the extent the company generated operating losses and/or
negative FCF on a sustained basis.

Seagate's SGL-1 speculative grade liquidity rating reflects the
company's strong balance sheet liquidity with $2.1 billion of cash
and short-term investments as of October 1, 2010 and robust LTM
FCF generation of nearly $1 billion.  Going forward, Moody's
expect FCF to moderate as volumes and ASPs decline stemming from
the subsiding corporate PC refresh cycle and a slowing global
economy.  Since the company terminated its $350 million secured
revolver earlier this year, Seagate is not subject to bank
financial covenants.  Though the lack of a credit facility
somewhat detracts from the overall SGL rating, Seagate's sizable
cash balance, expected positive FCF generation and access to debt
capital markets collectively alleviate the need for external
financing over the near-term.  Moody's notes that Seagate's board
of directors recently authorized the company to repurchase up to
$2 billion of its outstanding common shares.  Moody's expects
share buybacks to be implemented over a multi-year period and
sized within the cash generating capabilities of the business.

The last rating action was on April 29, 2010, when Moody's raised
Seagate's CFR to Ba1 with a stable outlook from Ba2.

With headquarters in Scotts Valley, CA, and revenues of
$11.4 billion for the twelve months ended October 1, 2010 (LTM),
Seagate is the worldwide revenue leader in the design, manufacture
and marketing of disk drive products used as the primary medium
for storing electronic information in systems ranging from
personal computers and consumer electronics to data centers.


SEAGATE HDD: S&P Assigns 'BB+' Rating to $500 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior unsecured rating to $500 million of new notes issued by
Seagate HDD Cayman and guaranteed by Seagate Technology plc and
immediately placed the rating on CreditWatch with negative
implications.  The recovery rating is a '3', indicating prospects
for meaningful (50%-70%) recovery in the event of a payment
default.

S&P placed Seagate Technology's 'BB+' corporate credit rating and
all other Seagate issue-level ratings on CreditWatch with negative
implications on Oct 15, 2010.  S&P kept the ratings on CreditWatch
despite the recent termination of going private discussions,
reflecting the prospects for a more aggressive financial policy,
which S&P believes could lead to higher leverage and less
liquidity over time.  S&P intend to meet with management to
evaluate their strategies with respect to the scope of its plan to
optimize its capital structure.  S&P's rating action will
contemplate both short- and long-term financial policies.  S&P
currently expect that the corporate credit rating will remain in
the 'BB' category.

                          Ratings List

                       Seagate Technology

          Corporate Credit Rating      BB+/Watch Neg/--

                         Ratings Assigned

                        Seagate Technology

                         Senior Unsecured

            $500 mil notes              BB+/Watch Neg
             Recovery Rating            3


SEALY CORP: Kohlberg Kravis' Stephen Ko Resigns from Board
----------------------------------------------------------
As a result of his expanding international duties at Kohlberg
Kravis Roberts and Co., Stephen Ko resigned as a member of the
Board of Directors of Sealy Corporation effective November 30,
2010.  Mr. Ko did not serve on any committees of the Board of
Directors and did not have any disagreements with the Company.

To fill the vacancy resulting from Mr. Ko's resignation, the Board
of Directors of the Company appointed Simon E. Brown to serve as a
director of the Company effective November 30, 2010.  Mr. Brown
was not appointed to serve on any Committee of the Board of
Directors.  Mr. Brown will receive the Company's standard non-
management director retainer and fees.

Mr. Brown has been affiliated with KKR, Sealy's largest
shareholder, since 2003.  He heads KKR's Consumer Products &
Services team in North America and is currently a member of the
board of directors of The Nielson Company BV.  He was on the KKR
team that made KKR's original investment in Sealy during 2004.

Mr. Brown served on Sealy's Board of Directors during 2004 and
2005.  Prior to joining KKR, Mr. Brown's experience in the private
equity industry included working at: Madison Dearborn Partners,
Thomas H. Lee Company and Morgan Stanley Capital Partners. He
holds a B.Com, First Class Honours, from Queen's University and an
M.B.A. with High Distinction from Harvard Business School, where
he was a Baker Scholar and John Loeb Fellow.

                        About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company's balance sheet at Aug. 29, 2010, showed
$964.88 million in total assets, $206.78 million in total current
liabilities, $749.66 million in long-term obligations,
$58.00 million in other liabilities, $875,000 in deferred income
tax liabilities, and a stockholders' deficit of $95.43 million.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEAN COUTTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Sean M. Coutts
               Nadia M. Gaber
               1172 South Dixie Highway, #453
               Coral Gables, FL 33146

Bankruptcy Case No.: 10-47289

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtors' Counsel: Lynn H. Gelman, Esq.
                  1450 Madruga Avenue, #408
                  Coral Gables, FL 33146
                  Tel: (305) 668-6681
                  Fax: (305) 668-6682
                  E-mail: lynngelman@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-47289.pdf


SHELDRAKE LOFTS: Wants April 7 Plan Proposal Exclusivity Extension
------------------------------------------------------------------
Sheldrake Lofts LLC asks the Hon. Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to extend
its exclusive periods to file a plan of reorganization until
April 7, 2011, and to solicit acceptances to the plan until
June 9, 2011.

The Debtor said that while its bankruptcy case may not be a large
one with respect to the number of creditors, or the amount of
assets when compared to other Chapter 11 cases in the district, it
is not a small or simple case.  Remediation Capital Funding, LLC's
claim is well over $10 million, general unsecured claims exceed
$1 million and the value of the Debtor's real property is between
$3-15 million.  The Debtor is also asserting significant claims
against the Village, RCF and the Cozen Firm totaling tens of
millions of dollars.

The Debtor stated, "There are various legal and factual issues of
a significant magnitude and complexity relating to the Article 78
proceedings that need to be addressed in the pending litigation,
before the Debtor can file a viable plan.  If it is determined
that the Debtor is entitled to a building permit, that will be a
'game-changer' for this Chapter 11 case and provide the foundation
for a viable plan.  Additionally, there are significant legal and
factual issues that need to be litigated with respect to RCF's
claim and lien and, once there is a resolution of such matters,
the Debtor believes it will be in a position to commence
negotiations with RCF regarding a plan or, alternatively, file a
cram-down plan."

New Rochelle, New York-based Sheldrake Lofts LLC owns several
contiguous parcels of real property in the Village of Mamaroneck
situated along the Sheldrake River: 270 Waverly Avenue, 206-208
Waverly Avenue, 188 Waverly Avenue.  It filed for Chapter 11
protection on August 10, 2010 (Bankr. S.D.N.Y. Case No. 10-23650).
David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets at $50 million to $100 million and its debts at $10 million
to $50 million as of the Petition Date.


SHERWOOD FARMS: Secured Creditor Wants Trustee to Take Over
-----------------------------------------------------------
Centennial Bank asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the appointment of a Chapter 11
trustee in Sherwood Farms, Inc.'s bankruptcy case.

Centennial is a secured creditor of the Debtor in the principal
amount of $5,291,879.72.  Centennial holds a first mortgage lien
on the Debtor's real property in Lake County, Florida.

According to Centennial Bank, Debtor failed to manage its
bankruptcy case and breached its fiduciary duties to all
creditors.

Centennial points out that the Debtor's Statement of Financial
Affairs shows that the Debtor generated nearly $3 million in gross
income in 2008, and then over $3 million in gross income in 2009.
"These numbers are impressive given the state of the American
economy in 2008 and in 2009.  However, based on the Debtor's
monthly operating reports, the Debtor will likely not even
generate income in excess of $1 million this year.  The nearly $2
million drop in income in less than one year after an increase in
revenue for the year before is either curious or telling,"
Centennial stated.

The secured creditor also points out that according to the monthly
operating reports, nearly each month at least one employee is
leaving the Debtor's employ.  The Debtor's payroll expense,
however, does not reflect a corresponding reduction in salary
expense.

Centennial added that a time when the Debtor is operating at a
loss every month, Julian Benscher, who is the practical owner of
the Debtor, continues to accept salary based on an annual salary
in excess of $100,000.  "Within the year prior to the bankruptcy,
not only did Julian Benscher receive and annual salary in excess
of $100,000, Julian Benscher also caused the Debtor to repay a
loan extended by him," Centennial said.

Centennial stated, "The Debtor has had an opportunity to have a
disclosure statement approved and a plan confirmed, but the
disclosure statement was woefully inadequate and was not
approved."  The amended disclosure statement contains the same
infirmities as the initial disclosure statement, Centennial
claimed.

"Based on historical figures, the farm may likely be profitable
under different management.  It certainly generated significant
income last year during a recession," Centennial said.

Shortly before the bankruptcy filing, Centennial conducted an
appraisal of the real property and the appraisal concluded that,
as an operating farm, the real property was valued at $6 million.
Centennial believes there are third parties who are interested in
purchasing the Debtor's assets or operations.  Unlike with
conversion, a Chapter 11 Trustee has the ability to operate the
business so as to preserve going concern value pending the
marketing and sale of the business.  Centennial belies that by
appointing a Chapter 11 Trustee, and removing current
mismanagement, it is possible that the Debtor's operations could
generate income similar to income generated only a year ago in
2009.

Centennial is represented by GrayRobinson, P.A.

                      About Sherwood Farms

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SHILO INN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shilo Inn, Killeen, LLC
        11600 SW Shilo Lane
        Portland, OR 97225-5995

Bankruptcy Case No.: 10-62057

Chapter 11 Petition Date: December 6, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: David B. Golubchik, Esq.
                  John-Patrick M. Fritz, Esq.
                  LEVENE NEALE BENDER RANKIN ET AL
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dbg@lnbrb.com
                          jpf@lnbrb.com

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

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

The petition was signed by Christopher Campbell, authorized agent.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
In re Shilo Inn, Diamond Bar, LLC     10-60884            11/29/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Killeen Economic Development Corp. Promissory Note        $200,000
P.O. Box 548
Harker Heights, TX 76548

Hohmann, Taube & Summers LLP       Pre-Petition            $10,039
A/R
100 Congress Avenue, 18th Floor
Austin, TX 78701

World Cinema Inc                   Trade Payables           $6,644
A/R
9801 Westheimer, #409
Houston, TX 77042-3653

Paradigm Tax Group                 2010 Tax Reduction       $6,608

TXU Energy                         Electric                 $5,379

Grainger Inc                       Reg Sup                  $3,511

Liberty Mutual                     Mth Svc                  $3,418

The Irwin-Hodson Company           Res Sup                  $3,218

Atmos Energy                       Gas Bill                 $2,281

Surface Scapes                     Mth Svc                  $2,273

Ernest Packaging Sol               Reg Sup                  $2,215

Baltic Linen Company Inc           Reg Sup                  $1,724

Resort Supply Inc                  Reg Sup                  $1,651

Taskar Kibbee & Associates PC      Accounting Services      $1,500

Office Depot Inc                   Reg Sup                  $1,455

Portland Lighting Inc              Reg Sup                  $1,414

Washington Automated Inc           Reg Sup                  $1,366

Boyd Coffee Company                Reg Sup                  $1,209

Trellis Earth Products             Reg Sup                  $1,007

Ball Janik, LLP                    Bankruptcy Issues          $990


STERLING FINANCIAL: Extends Rights Plan to Preserve Tax Assets
--------------------------------------------------------------
Sterling Financial Corporation has entered into an amendment to
its Shareholder Rights Plan designed to preserve substantial tax
assets.  The amendment extends the expiration of the Rights Plan
until August 26, 2013.

Sterling's Board of Directors originally adopted the Rights Plan
on April 14, 2010 and has concluded that extending the Rights Plan
is in the best interests of Sterling and its shareholders.  The
plan is similar to tax benefit preservation plans adopted by other
public companies with significant tax attributes.  Sterling's tax
attributes include net operating losses, capital losses and
certain built-in losses that it could utilize in certain
circumstances to offset taxable income and reduce its federal
income tax liability.

Sterling's ability to use its tax attributes would be
substantially limited if there were an "ownership change" as
defined under Section 382 of the Internal Revenue Code and related
Internal Revenue Service pronouncements.  In general, an ownership
change would occur if Sterling's "5-percent shareholders," as
defined under Section 382, collectively increase their ownership
in Sterling by more than 50 percentage points over a rolling
three-year period.  Five-percent shareholders do not include
certain institutional holders, such as mutual fund companies, that
hold Sterling equity securities on behalf of several individual
mutual funds where no single fund owns 5 percent or more of
Sterling equity securities.  The Rights Plan is designed to
discourage such an ownership change.

                  About Sterling Financial

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is a
bank holding company, organized under the laws of Washington State
in 1992.  The principal subsidiaries of Sterling are Sterling
Savings Bank and Golf Savings Bank.  Subsequent to June 30, 2010,
Golf Savings Bank was merged with and into Sterling Savings Bank,
with the mortgage banking operations of Golf Savings Bank
continuing to operate as a division of Sterling Savings Bank.

The Company's balance sheet as of June 30, 2010, showed
$9.738 billion in total assets, $9.545 billion in total
liabilities, and a stockholders' equity of $193.1 million.

                        *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.

Sterling currently is categorized as being significantly
undercapitalized pursuant to regulatory guidelines.  Both Sterling
and Sterling Savings Bank are currently operating under regulatory
agreements.  Sterling has entered into a regulatory agreement with
the Federal Reserve Bank of San Francisco, and Sterling Savings
Bank has entered into a regulatory agreement with the FDIC and the
Washington Department of Financial Institutions.  Both agreements
require, among other things, a return to "well capitalized"
status.


STONE SURFACES: Banks Extend Cash Collateral Use Until Feb. 28
--------------------------------------------------------------
Judge Thomas J. Catliota approves a stipulation and consent order
granting Stone Surfaces MD, Inc., authority to use cash collateral
through and including February 28, 2011.

Wells Fargo Bank, N.A., successor by merger to Wachovia Bank,
N.A., and SunTrust Bank have consented to the Debtor's use of cash
collateral.

As further adequate protection for Wachovia and SunTrust's
interests as of the Petition Date in the Prepetition Collateral,
the Debtor will pay to each Wachovia and SunTrust $1,500 on
December 1, 2010, January 1, 2011, and February 1, 2011.  The
Adequate Protection Payments will be applied to reduce the
outstanding indebtedness owed by the Debtor.

The Debtor has agreed to withdraw pending motions to value each of
Wachovia's and SunTrust's Collateral.

A copy of the Stipulation and Consent Order, dated November 30,
2010, is available at http://is.gd/it39Efrom Leagle.com.

Dale K. Cathell, Esq. -- dale.cathell@dlapiper.com -- at DLA Piper
in Baltimore, Maryland, represents Wells Fargo Bank, successor by
merger to Wachovia.

Karen A. Doner, Esq. -- kdoner@rothdonerjackson.com -- at Roth
Doner Jackson, plc, in McLean, Virginia, represents SunTrust Bank.

Stone Surfaces MD, Inc., filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case No. 10-10492) on January 8, 2010, listing under
$10 million in assets.  Christopher L. Hamlin, Esq., at McNamee,
Hosea, Jernigan, Kim, Greenan & Lynch, P.A., in Greenbelt,
Maryland, serves as the Debtor's counsel.


STOR-TYME SELF: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stor-Tyme Self Storage, A General Partnership
        1565 The Alameda
        San Jose, CA 95126

Bankruptcy Case No.: 10-54760

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive, Esq.

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $4,508,886

Scheduled Debts: $5,056,069

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-54760.pdf

The petition was signed by Sibyl Titus, partner.


SUNCAL COS: 2nd Circuit Blocks Suit v. Lehman Brothers
------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit affirmed a
September 10, 2010 judgment of the District Court for the Southern
District of New York (Holwell, J.), affirming two bankruptcy court
orders (1) approving the unwinding of a transaction between
certain Lehman entities and third-party entities; and (2) denying
SunCal Communities LLC relief from the automatic stay arising from
the bankruptcy filing of Lehman Commercial Paper, Inc.

Circuit Judges Robert D. Sack, Robert A. Katzmann and Gerard E.
Lynch affirmed the U.S. Bankruptcy Court in Manhattan's previous
rulings, saying the butting of heads is an "inevitable result" of
bankruptcy proceedings occurring in two different courts.

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, says
the ruling casts doubt upon SunCal's legal strategy in the
bankruptcies of several of its stalled California projects.  Its
bankruptcy plan for the developments was centered on the lawsuit
the appeals court prevented it from pursuing.

SunCal is attempting to sue Lehman in California to push Lehman's
claims against SunCal's properties in bankruptcy behind those of
its unsecured creditors.  SunCal has filed a bankruptcy-exit plan
in the California Chapter 11 case, funded in part by the sale of
some of its projects to investment firm D.E. Shaw & Co., which
would pay almost all creditors in full, except for Lehman.

Judge James Peck, which oversees Lehman's own bankruptcy case,
rejected SunCal's request to lift the bank's "automatic stay"
protections to allow the developer to proceed with the lawsuit.

According to DBR, SunCal General Counsel Bruce Cook said Wednesday
that the developer will now turn its attention to a pending appeal
of the bankruptcy appellate panel's decision.  DBR notes SunCal
went to Judge Peck in Manhattan after the bankruptcy appellate
panel for the Ninth U.S. Circuit Court of Appeals in California
ruled that SunCal must ask Judge Peck to lift the automatic stay
before it could proceed with its lawsuit.

"The Second Circuit's decision was to defer to the Ninth Circuit,"
Mr. Cook said.  "While we would have preferred a decision ruling
that the Lehman stay did not apply to the California cases, this
result is much preferable to a decision that the stay did apply."

The Second Circuit said the Ninth Circuit is the appropriate venue
for that decision.

"We hold that the [New York] bankruptcy court acted within its
discretion in deferring to the Ninth Circuit on whether the stay
applies," the ruling stated.

SunCal also sought to prevent Lehman from buying back seven loans
totaling $1.5 billion from affiliate Fenway Capital LLC.  SunCal
had sought to prevent that transaction because the purchase puts
those assets further from its grasp.  DBR notes the loans are tied
to the properties at the center of the dispute between Lehman and
SunCal.  According to DBR, SunCal previously balked at the
repurchase of those loans, saying that Lehman may have an
"undisclosed objective" for the deal -- to shield those assets
behind the automatic stay provision.  Judge Peck, however, allowed
the transaction to proceed in June.

DBR notes the parties' dispute stems from SunCal's allegations
that Lehman reneged on a promise to fund its real-estate projects
in an effort to squeeze the land developer and to take over the
projects for itself.  Lehman, which denies it acted improperly,
pumped more than $2.3 billion into various projects of SunCal
during the height of last decade's California real-estate boom.
The investment bank says SunCal failed to maintain the projects,
which prompted it to foreclose on some of the properties.

A copy of the Second Circuit's December 8 Amended Summary Order is
available at http://is.gd/itif2from Leagle.com.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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

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

                 International Operations Collapse

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

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

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


SUPERVALU INC: Moody's Downgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of SUPERVALU Inc. to B1 from Ba3, and lowered the ratings of the
senior unsecured debt of SUPERVALU and its subsidiaries to B2.
The rating outlook is stable.  This concludes the review of
SUPERVALU and its subsidiaries started on September 8, 2010.

Moody's considers it unlikely that SUPERVALU's performance metrics
will meaningfully improve in the near term due to weak industry
conditions as well as unique company factors.  As a result,
Moody's expect that SUPERVALU's credit metrics will remain in the
range of debt/EBITDA of 5.0 and interest coverage around 1.3
times.  Volatility in performance and credit metrics is likely to
continue for an extended period as SUPERVALU implements its
turnaround strategy.  In Moody's opinion, SUPERVALU's debt
maturity schedule is also a rating factor, as the company may need
to borrow a meaningful amount under its revolving credit facility
in early 2011 to bridge timing differences between upcoming debt
maturities in advance of expected operating cash flow.  Although
management is highly focused on reducing long term debt, Moody's
is concerned that pursuing this goal could restrict store
investment for some time, potentially hurting the company's
competitive positioning.  SUPERVALU's capital structure restricts
its potential for taking on secured debt, which reduces financing
options and therefore inhibits its financial flexibility.

SUPERVALU has launched an ambitious and, in Moody's view,
necessary management and operational restructuring plan which was
rolled out to managers and employees during the second half of
2010.  The goals are to leverage SUPERVALU's scale to reduce costs
while focusing on local merchandising and operations to meet the
unique needs of each store.  Moody's believes that this strategy
will ultimately be beneficial to SUPERVALU's long term relevance,
but is likely to cause disruption in the stores, employee base,
and customer base during the rollout.

                        Ratings Rationale

The B1 Corporate Family Rating reflects Moody's expectation that
credit metrics will remain weak and somewhat volatile, and that
weak operating performance increases the stress of carrying out
twin goals of reducing high levels of funded debt while improving
the stores' appeal to customers.  The ratings also recognize
SUPERVALU's weak performance relative to competitors, and the
operating and financial risks inherent in carrying out SUPERVALU's
operational and management restructuring during a prolonged
difficult environment for the entire supermarket sector.  Ratings
are supported by SUPERVALU's overall size in food retailing and
distribution, its long-established regional brands, favorable
geographic footprint and store locations, and the growth potential
represented by its Sav-A-Lot chain and licensing arrangements.

SUPERVALU's rating outlook is stable, reflecting Moody's
expectations that the restructuring efforts will ultimately be
successful and that the company will remain a sizable force in
food retailing and distribution.  Moody's also expect SVU to
generate sufficient cash flow to gradually reduce funded debt over
time, that metrics will improve as operational changes gain
traction.  That said, credit metrics will likely remain relatively
weak over the near to intermediate term, with the risk of earnings
volatility as SUPERVALU continues to refocus its operations.

Over time, ratings could be upgraded if the company's
restructuring efforts gain traction and result in a reversal of
its revenue and earnings declines, while maintaining the quality
of its store base, and an overall strengthening of its debt
protection measures.  Specifically, an upgrade would require the
company to consistently maintain debt/EBITDA below 4.75 times, and
EBITA to interest comfortably above 1.5 times.

SUPERVALU's ratings could be downgraded if there is evidence of
deterioration in its market position, as demonstrated by sustained
sales and margins trending negative relative to peers.  Ratings
could also be downgraded if Moody's expected that debt protection
measures will weaken such that debt to EBITDA will likely remain
above 5.5 times or EBITA to interest below 1.25 times, for a
sustained period of time.  Ratings could also be downgraded if the
company's liquidity were to weaken,

These ratings have been downgraded and LGD point estimates
changed:

  -- Corporate Family Rating to B1 from Ba3

  -- Probability of Default Rating to B1 from Ba3

  -- SUPERVALU Inc. Senior Unsecured Debt (all tranches) to B2
     (LGD 4, 58) from Ba3 (LGD 4, 57)

  -- SUPERVALU Inc. Senior Unsecured Shelf and MTN programs to
     (P)B2 (LGD 4,58) from (P)Ba3 (LGD 4, 57)

  -- New Albertson's Inc. Senior Unsecured Debt (all tranches) to
     B2 (LGD 4, 58) from Ba3 (LGD 4, 57)

  -- New Albertson's Inc. Senior Unsecured Shelf and MTN programs
     to (P)B2 (LGD 4, 58) from (P)Ba3 (LGD 4, 57);

  -- American Stores Co. Senior Unsecured Debt (all tranches) to
     B2 (LGD 4, 58) from Ba3 (LGD 4, 57)


SUSQUEHANNA REGIONAL: Moody's Keeps 'Ba1' Subordinate Lien Ratings
------------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior lien and
Ba1 subordinate lien ratings on the Susquehanna Regional Airport
Authority revenue bonds.  The outlook is stable.  The authority
operates Harrisburg International Airport and three general
aviation facilities: Capital City Airport, Franklin County
Regional Airport, and Gettysburg Regional Airport.

The rating is based on the airport's position in a competitive air
service market, the economic condition of the local area, and the
airport's strained finances.  The stable outlook is based on
recent strong recovery in enplanement levels that is expected to
improve financial margins over the next twelve to eighteen months.

Legal Security: Net revenues of the airport system.

Interest Rate Derivatives: None.

                            Strengths

* Airlines that serve the airport have added seat capacity and new
  routes and American Airlines has introduced service, increasing
  enplanement levels by 6.9% in the first nine months of 2010

* Newly renovated airfield and terminal facilities should not
  require significant capital spending over the long-term and debt
  service requirements are level through 2033

* Senior lien debt service coverage is expected to remain at or
  above 2.0 times until senior lien amortization increases in 2017

                            Challenges

* High debt levels are expected to keep financial and debt service
  coverage margins thin

* Elevated cost per enplanement of $14.65 in 2009, which is
  significantly higher than Moody's medians, hinders ability to
  attract additional air carrier service

* Historically volatile enplanement levels indicate a propensity
  for airlines to reduce service to this market in times of
  financial stress

* Low cash reserves limit financial flexibility

* The airport operates in a highly competitive environment with
  two larger airports in Philadelphia and Baltimore within 110
  miles

                       Recent Developments

Operating performance at the airport is on the upswing as
enplanements have increased 6.9% for the first 10 months of 2010.
The airport's enplanements were only mildly impacted by the
recession in 2008 and 2009 with decreases of -0.7% and -2.3%,
respectively.  However, heavier declines in 2005 and 2006 when
other airports were adding service had already lowered their
passenger levels.  This year's growth has been a product of the
return of American Airlines (equipment trust rated B1, stable
outlook) to the market with service to Chicago and the growth of
AirTran Airways, which has increased its enplanement levels 19.7%
in the first 10 months of the year with service to Orlando, Fort
Lauderdale, and, for the summer months, Atlanta.  Competitive
responses from United and Delta on the Chicago and Atlanta routes
also helped to buoy enplanement levels.

The enplanement growth is expected to enhance the airport's
already strong senior lien debt service coverage from 1.97 times
in 2009 to approximately 2.35 times in 2010.  Total coverage is
also expected to improve from a thin 1.12 times in 2009 to 1.31
times in 2010.  Level debt service requirements going forward
should help the airport to maintain acceptable coverage levels
going forward.  Senior lien coverage will likely fall beginning in
2017 as subordinate debt service falls away and senior lien debt
requirements begin to fully amortize.

The authority does not have any fiscal connection to the City of
Harrisburg (rating withdrawn) or the member counties, so there has
been no impact from the fiscal concerns of the city and the
surrounding areas.  The below-average economic conditions of the
service area are expected to persist and will continue to limit
enplanement growth; however, the budgetary and fiscal concerns of
the local area governments should not have any impact on the
authority's credit.

The airport continues to face a host of challenges that Moody's
believes will weigh on the rating over the long term.  These
include low cash balances, a difficult competitive position and
high costs that will prevent the airport from managing activity
downturns with rate increases in passenger parking or airline
fees.  The airport's airline cost per enplaned passenger remains
well above Moody's U.S. airport medians at $14.65 in 2009.
Management expects that figure to fall to approximately $13.27
with the enplanement growth of 2010, but costs will continue to
remain high for the foreseeable future given the airport's high
leverage.  Debt per O&D enplaned passenger remains over $250,
which is well above Moody's median of $78, but is lower than the
$300 figure the airport was at when it was downgraded.

Moody's expects debt amortization to reduce the airport's leverage
over time as the airport has limited need for debt in the future.
Currently SARAA's capital improvement plan includes only projects
that are 95% funded by FAA Airport Improvement Program grants and
2.5% funded by state grants.  The airport expects some debt,
likely in four to five years in order to complete a reconstruction
of the primary runway, which will also be 97.5% grant funded.  The
project is in the initial planning stages so cost estimates are
not available.  As the airport's only runway, it is also unclear
how the reconstruction will impact operations.

SARAA's liquidity position remains a concern with limited
prospects for improvement.  The debt service reserve fund is fully
funded through $10.4 million in cash and a $7.1 million letter of
credit from Sovereign Bank (rated A3, stable outlook) that expires
in June 2013.  The Sovereign bank LOC has been backed by the Bank
of New York Mellon (rated Aaa, stable outlook), but that support
will expire on December 21, 2010 reducing the certainty of payment
for the LOC.  In addition, unrestricted cash remains quite low
with only 101 days cash on hand in 2009.  Moody's expects this
number will increase somewhat in 2010, but still remain at a
fraction of the Moody's U.S. airport median of 456.  These subpar
liquidity factors reduce the airport's ability to manage
unexpected costs or to protect bond holders in the event of severe
financial stress.

One additional concern is the airline agreement, which expired in
December 2009 and there has been no new agreement put in place.
The airport has negotiated a new agreement with the airlines which
has been signed by Delta, US Airways, Federal Express, and UPS.
The airport is waiting for final signatures from AirTran, American
and United in the coming months.  The new agreement is expected to
be materially the same as the previous one; however, the new
agreement will have a three year term with two one-year renewal
options.  Most airlines have requested a reduced amount of rented
space, choosing to pay for additional space as needed.  Moody's
views this reduction and the shorter agreement term as lack of
commitment by airlines to serving the market at higher levels,
though this is not dissimilar to what has occurred at other small
airports.  This indicates that the airport's current growth is
cyclical and Moody's expects that SARAA will likely continue to
see enplanement fluctuations similar to what has occurred in the
past.

                             Outlook

The stable outlook is based on increasing enplanements and
adequate revenues that have returned financial margins to
satisfactory levels.

                What could change the rating -- Up

Sustained enplanement and revenue growth that widens financial
margins and improves debts service coverage ratios could have a
positive impact on the rating.

               What could change the rating -- Down

Narrowing of financial margins, liquidity or debt service coverage
due to reduced service from air carriers or additional
deterioration of DSRF funding could have a negative rating impact.

                          Key Indicators

Type of Airport: O&D

* Rate-Making MethodologyHybrid

* FY2009 Enplanements: 625,781

* 5-Year Enplanement CAGR 2002-2007: -0.7%

* FY 2009 vs. FY 2008 Enplanement growth: -3.4%

* FY 2010 vs. FY 2009 YTD (Oct) Enplanement growth: 6.9%

* % O&D vs. Connecting, FY 2010:100%

* Largest Carrier by Enplanements FY 2009 (share): US Airways
  (27.3%)

* Airline Cost per Enplaned Passenger, FY 2009: $14.65

* Debt per Enplaned Passenger, FY 2009: $256

* Bond Ordinance Debt Service Coverage, FY 2009: 1.12x

* Seniors Debt Only 1.97x

* Utilization Factor, FY 2009:1.2

                           Rated Debt

* Series 2003A&B Airport System Revenue Bonds, $103.9 million,
  Baa3

* Series 2003D&E Subordinate Airport System Revenue Bonds,
  $23.81 million, Ba1

* Series 2008A&B Airport System Revenue Bonds, $44.8 million, Baa3

The last rating action was on March 28, 2008, when the ratings on
the Series 2008 bonds were assigned and the parity bond ratings
were affirmed.

The Susquehanna Area Regional Airport Authority bond ratings were
assigned by evaluating factors believed to be relevant to the
credit profile of the issuer such as i) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and
viii) and the issuer's management and governance structure related
to payment.

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.


SWORDFISH FINANCIAL: Incurs $795,962 Net Loss in First 9 Months
---------------------------------------------------------------
Swordfish Financial Inc. filed its Form 10-Qs for the quarters
ended Sept. 30, 2010, June 30, 2010, and March 30, 2010, with the
Securities and Exchange Commission.  The Company reported net
losses of:

  * $329,231 for the three months ended Sept. 30, 2010;
  * $186,848 for the three months ended June 30, 2010; and
  * $279,883 for the three months ended March 30, 2010.

The Company's balance sheet at the end of the three quarters show:

                  Total         Total        Stockholders'
                  Assets      Liabilities       Deficit
                  ------      -----------      --------
   September 30   $3,719,900   $5,326,012    $1,606,112
   June 30         3,736,904    5,103,065     1,366,161
   March 30        3,751,687    4,931,000     1,179,313

A full-text copy of the Form 10-Q for the quarter ended September
30, 2010 is available for free at
http://ResearchArchives.com/t/s?703a

A full-text copy of the Form 10-Q for the quarter ended for June
30, 2010, is available for free at
http://ResearchArchives.com/t/s?703b

A full-text copy of Form 10-Q for the quarter ended March 30,
2010, is available for free at
http://ResearchArchives.com/t/s?703c

                        About the Company

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  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.

Patrick Rodgers, CPA, PA, expressed substantial doubt against
Swordfish Financial Inc.'s ability as a going concern because the
Company has suffered recurring losses from operations and negative
cash flows from operations the past three years.


SYNIVERSE HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Tampa, Florida-based Syniverse Holdings
Inc.  The outlook is stable.

At the same time, the existing 'BB-' corporate credit rating on
operating subsidiary Syniverse Technologies Inc. remains on
CreditWatch with negative implications.  S&P will withdraw the
ratings on Syniverse Technologies once the acquisition by private-
equity sponsors The Carlyle Group is completed, which S&P expects
will occur in the first quarter of 2011.

Additionally, S&P assigned a 'BB-' issue-level rating and '2'
recovery rating to Syniverse's proposed $1.025 billion senior
secured term loan B and $150 million revolver.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
in the event of payment default.  S&P also assigned a 'B-' issue-
level rating and '6' recovery rating to its proposed $475 million
senior notes due 2018.  The '6' recovery rating indicates
expectations for negligible (0%-10%) recovery in the event of
payment default.  The notes are being issued under rule 144A.  The
company intends to use the proceeds of $1.5 billion, along with a
$1.25 billion equity investment from the Carlyle Group, to finance
the $2.2 billion acquisition price for Syniverse, refinance about
$350 million of existing debt, and pay $152 million of related
fees and expenses.  S&P expects total funded debt to be about
$1.5 billion on a pro forma basis.

"As a result of the proposed acquisition by Carlyle, S&P expects
total leverage to increase to about 5.9x on a pro forma basis from
2.1x as of Sept. 30, 2010," said Standard & Poor's credit analyst
Allyn Arden, "but S&P believes that the company has good prospects
to reduce leverage over the next couple of years given current
business trends, its favorable profit margins, and net free cash
flow generation, despite the higher interest cost burden." S&P
expects the company to use a portion of its net free cash flow for
debt reduction as the proposed secured credit agreement includes a
50% free cash flow sweep.


TAMARACK RESORT: Banc of America Wants to Repossess 2 Chairlifts
----------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Banc of America Leasing & Capital LLC is asking the
Bankruptcy Court to lift the automatic stay to it may seize two
chairlifts leased to Tamarack Resort LLC.  According to DBR, the
Dopplemayr CTEC "Wildwood Express" Detachable Quad Chairlift and
the Dopplemayr CTEC "Whitewater Chair" Quad Fixed Grip Chairlift
currently grace the slopes of the mountain getaway, though neither
is set to be when the resort's ski season reopens later this
month.

According to DBR, Banc of America, doubtful that Tamarack has
insured or properly maintained the equipment, says it's suffered
$4.6 million in damages in connection with the lease.  It also
claims that Tamarack has neglected to make payments on the lifts
since Jan. 2009.

DBR, however, notes an attorney representing a group of property
owners in the case cast some doubt on Banc of America's ability to
take back the lifts, even if a judge does sign off on the bid.
DBR relates the group, known as the Tamarack Municipal Association
Inc., earlier this week secured Bankruptcy Court permission to
reopen the resort Dec. 20 for lift-operated skiing for the first
time since March 2009.

Stephen J. Lord, Esq., an attorney for the property owners group,
said in an interview that with four feet of snow on the ground,
Banc of America will be hard-pressed to wrest its lifts from the
mountainside.  "You can't get construction equipment in there to
do removal," Mr. Lord said, adding that the company would also
have to secure environmental permits.  According to Mr. Lord, the
lifts only provide access to lower-level terrain and were never
intended to be operated by the owners' group as part of the
reopening.

Banc of America declined to comment, DBR says.

                     About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TARGUS INFORMATION: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a first-time corporate
family rating of B1 to Targus Information Corporation.
Concurrently, Moody's assigned a B2 probability of default rating
and B1 ratings to the Company's proposed $15 million senior
secured revolving credit facility and $230 million senior secured
term loan.  The rating outlook is stable.

The net proceeds from the new credit facilities, along with
balance sheet cash, will be used to fund a shareholder
distribution of approximately $231 million and redeem
approximately $70 million of preferred stock held by its private
equity sponsor TA Associates.

                        Ratings Rationale

The B1 CFR reflects Targus' moderate pro forma credit metrics post
dividend recapitalization, competitive market position stemming
from its comprehensive and proprietary data repository, solid
growth prospects for its new lead verification, authentication,
and scoring solutions, and its highly scalable business model.
Additionally, the ratings are also supported by the Company's high
level of recurring revenues combined with high renewal rates and
its good liquidity position supported by healthy profit margins
and solid free cash flow generation prospects.

Conversely, the rating is constrained by Targus' modest overall
size / scale and its concentrated business profile as a specialty
provider of information services and data analytic solutions, as
well as the possibility of price compression within its Caller
Name business which could curb some of its revenue growth
prospects.  In addition, the rating is constrained by Targus'
ownership structure by the Company's founders and a financial
sponsor, which could confer a degree of event risk, as the owners'
interests may not be aligned with those of debt-holders.

Pro forma for the proposed transaction, Targus' debt leverage as
measured by debt to EBITDA (including Moody's standard analytical
adjustments) would be in the 4.3x-range based on reported
financial results for the trailing twelve months.  Including pro
forma adjusted EBITDA from a recently signed contract with a large
cable operator, Moody's adjusted leverage is approximately 3.8x,
which is solid for the B1-rating category.

The stable outlook reflects Moody's expectation that Targus will
continue to maintain its competitive market position in the CNAM
market, generate solid overall revenue growth in the mid-teen
percentages driven by the ramp-up of new online marketing and
customer scoring solutions as well as stable growth within its
CNAM business.  The outlook also incorporates Moody's expectation
that Targus will maintain a good liquidity position and will use
excess free cash flow to reduce debt.

While not anticipated over the near-term, Moody's could downgrade
Targus' ratings if the Company were to experience significant
declines in revenue and cash flow as a result of poor execution
and/or heightened competition or its financial policies become
overly shareholder-friendly, which results in a degradation of
credit metrics.  Specifically, negative rating pressure could
arise if the Company is unable to maintain leverage below 4.0x and
free cash flow falls below 8% of its adjusted debt.  Additionally,
a contraction in the Company's liquidity position, including the
inability to maintain adequate financial covenant headroom, may
also result in a negative rating action.  Given Targus' modest
scale and the potential for future shareholder distributions, a
ratings upgrade is unlikely over the near-term.  However, to the
extent that Targus is able to increase its revenue scale and
increase the diversity of its revenue streams by growing its non-
CNAM product lines, while maintaining a conservative leverage
profile and good liquidity position, the ratings or the outlook
could receive some uplift.

These ratings were assigned:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B2

* Proposed $15 Million Senior Secured Revolving Credit Facility --
  B1 (LGD3 - 34%)

* Proposed $230 Million Senior Secured Term Loan -- B1 (LGD3 -
  34%)

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

Headquartered in Vienna, VA, Targus Information Corporation is a
privately-held specialty provider of data and information services
that provides authoritative data analytic solutions to cable,
telecommunication, and marketing customers.  Pro forma revenues
for the LTM period ended September 30, 2010, were approximately
$134 million.


TERREL REID: Court Dismisses Chapter 11 Bankruptcy Case
-------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho has dismissed Terrel R. Reid and Sharon M.
Davies' Chapter 11 bankruptcy case.

As reported by the Troubled Company Reporter on October 25, 2010,
the Debtors asked the Court to dismiss their bankruptcy case,
saying that they have worked out a settlement with Bank of
America, their largest creditor, and project sufficient ability to
maintain the settlement payments with Bank of America.  The
Debtors didn't seek a discharge of their debts.

The case will remain open for 90 days.  The Debtors are directed
to submit an affidavit within 90 days setting forth the date and
amount of all payments made by Debtors to the creditors identified
in the motion, and otherwise demonstrating that all allowed claims
have been satisfied.

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  Matthew Todd Christensen, Esq., at
Angstman, Johnson & Associates, PLLC, serves as the Debtors'
bankruptcy counsel.  The Debtors estimated their assets and debts
at $10 million to $50 million.


TIB FINANCIAL: Shareholders OK Proposals at Special Meeting
-----------------------------------------------------------
A special meeting of shareholders of TIB Financial Corp. was held
on December 1, 2010.  Proxies for the meeting were solicited
pursuant to Regulation 14A of the Securities Exchange Act of 1934.
This current report on Form 8-K discloses the voting results for
all matters voted upon at this Special Meeting of Shareholders.

According to the Company's regulatory filing, the shareholders
approved (i) the amendment to the Company's Restated Articles of
Incorporation to Increase the Number of Authorized Shares of
Common Stock from 750,000,000 to 5,000,000,000 shares; (ii) the
amendment to Company's Restated Articles of Incorporation to
Effect a Reverse Stock Split of Our Common Stock at a Ratio
Between 1:10 to 1:100 to be Determined by Our Board of Directors;
and (iii) amendment to the Company's Restated Articles of
Incorporation to Permit Shareholder Action by Written Consent.

As of the record date for the vote, the Company had 714,887,922
shares of common stock outstanding, which were entitled to one
vote per share, and 70,000 shares of Series B Convertible
Participating Voting Preferred Stock outstanding, which were
entitled to 6,666 votes per share and generally vote together as a
class with the shares of common stock.

                     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.


TRICO MARINE: Seeks Court Approval of Deal with Noteholders
-----------------------------------------------------------
Trico Marine Services Inc. and its debtor-affiliates are asking
the bankruptcy court to approve pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure a compromise and settlement
of claims pursuant to the terms and conditions of a term sheet
with a steering committee of holders of 83% in the aggregate of
high-yield secured notes issued by operating companies not in
bankruptcy to effect a proposed global restructuring of the
nondebtor operating subsidiaries, including a settlement of
certain of the Debtors' claims and interests against the
subsidiaries.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if the settlement goes through, holders of the
$400 million in 11.875% notes will end up owning the non-bankrupt
subsidiaries that provide subsea services.  The parent company, in
return, would take back five-year warrants for 5% of the
subsidiaries' stock.  The warrants would have a strike price
related to full payment on the high-yield debt.  The settlement
would absolve the parent of liability for guarantees on the
subsidiaries' debt.

Mr. Rochelle relates that in November, Trico Marine reached an
agreement with holders of 83% of the 11.875% senior secured notes
due 2014 that were issued by the subsidiary Trico Shipping AS.
The parent guaranteed the debt.  The agreement calls for the
noteholders to swap their debt for equity in Trico Supply AS,
which owns other non-bankrupt operating companies.  The Trico
Supply side of the arrangement is to be completed through an out-
of-court exchange offer.  If there aren't enough tenders, the
debt-for-equity swap will be accomplished by a prepackaged Chapter
11 filing by Trico Supply.  If the settlement isn't approved,
Trico Supply would go into Chapter 11 and sell the business.
Holders of the high-yield notes would bid their secured debt
rather than cash.  In that event, Trico Marine says the price
would be less than the debt, so the parent would receive nothing.

Mr. Rochelle notes that the settlement wouldn't require the
parent's creditors' committee to drop fraudulent transfer claims
against the subsidiaries.  The Committee has a motion pending for
permission to sue.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC serves as independent accountants and
tax advisors to the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.


TRICO MARINE: Shipping Amends Consent Solicitation Expiration Date
------------------------------------------------------------------
In a regulatory filing Tuesday, Trico Marine Services, Inc.,
discloses that on December 7, 2010, Trico Shipping AS amended its
solicitation of consents and waivers (the "Consent Solicitation")
from the holders of the 11-7/8% Senior Secured Notes due 2014 (the
"Notes") to (i) establish a new record date of December 7, 2010,
and (ii) establish a new expiration date of 5:00 p.m., Eastern
Time, December 13, 2010.

The Consent Solicitation provides for modification and waivers to
certain provisions contained in the indenture pursuant to which
the Notes were issued, dated as of October 30, 2009, among Trico
Shipping, as issuer, the guarantors identified therein and
Deutsche Bank National Trust Company (as successor trustee to
Wells Fargo Bank, N.A.), as trustee thereunder (the "Trustee") (as
amended by the First Supplemental Indenture, dated as of June 25,
2010, the Second Supplemental Indenture, dated as of September 21,
2010, and as may be further amended by a third supplemental
indenture to be entered into on or after the consummation of the
consent solicitation if the requisite consents are obtained,
referred to hereafter as the "Indenture"), and certain other
amendments, supplements and waivers to any of the covenants and
related definitions in the Indenture or in other related
agreements and documents reasonably necessary or appropriate to
implement the foregoing.

Trico Shipping is making the solicitation to sell two of its
vessels, Trico Sabre and Trico Star, pursuant to an agreement for
an aggregate of $52.3 million and to apply the net sale proceeds
to repay debt and enhance its liquidity.  All or a significant
portion of the net sale proceeds will be used to pay down
indebtedness under the Notes and the working capital facility pro
rata.  The proposed amendments will provide that, if $20.0 million
in new commitments are received under the priority credit
agreement and certain other conditions are met, Trico Shipping
will apply the entire net sale proceeds to redeem Notes and repay
debt under its working capital facility and will be permitted to
incur $20.0 million of additional secured indebtedness under its
priority credit facility.  In the alternative, if said conditions
are not met, Trico Shipping will be permitted to retain
$20.0 million of the net sale proceeds for working capital
purposes and the remainder will be applied to redeem Notes and
repay debt under its working capital facility. In either case, the
proceeds used to redeem Notes and repay debt under the working
capital facility will be applied 91.64% to redeem the Notes at par
plus accrued interest, without paying a make-whole premium, and
8.36% to repay debt under the working capital facility, without
paying a prepayment premium.  Approval of the proposed amendments
requires the consent of the holders of all the outstanding Notes
as of the record date.  Notwithstanding the foregoing, Trico
Shipping may close the Consent Solicitation with less than the
consent of all holders pursuant to the proposed waiver (as
described more fully in the consent solicitation statement).

In connection with the Consent Solicitation, Trico Shipping
submitted the following documents (the "Consent Solicitation
Documents") to the Depository Trust Company ("DTC") for review:
(i) consent solicitation statement, (ii) letter of consent, (iii)
letter to DTC participants and (iv) form letter to clients.

A complete text of the Amendment to the Consent Solicitation is
available for free at http://researcharchives.com/t/s?70b4

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC serves as independent accountants and
tax advisors to the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.


TRIDIMENSION ENERGY: Completes Sale of All Oil and Gas Assets
-------------------------------------------------------------
TriDimension Energy, L.P completes the previously announced
transaction with SR Acquisition I, LLC, an affiliate of Sanchez
Resources, LLC, pursuant to which SR Acquisition has purchased
substantially all of the oil and gas assets of TriDimension Energy
and its subsidiaries in a sale pursuant to Section 363 of the
United States Bankruptcy Code.  As previously announced,
TriDimension Energy, L.P. and seven of its affiliated companies
(Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling,
LP, TDE Property Holdings, LP, TDE Operating GP LLC, and TDE
Subsidiary GP LLC) (collectively, the "Company") filed voluntary
petitions for relief under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division (the "Bankruptcy Court"), on
May 21, 2010.

SR Acquisition was the successful bidder at an auction conducted
on Tuesday, November 16, 2010, pursuant to the bid procedures
approved by the Bankruptcy Court in the Company's bankruptcy
proceedings.  The transaction with SR Acquisition was approved
pursuant to a sale order entered on November 19, 2010 by the
Honorable Stacey G. C. Jernigan, United States Bankruptcy Judge.

After giving effect to certain adjustments, including for asserted
environmental defects and for the economic performance of the
assets from November 1, 2010 to closing, the cash consideration
paid by SR Acquisition at closing was approximately $30.5 million.
Approximately $2.85 million of additional proceeds were placed in
escrow pending the resolution of asserted environmental defect
claims.

Vinson & Elkins LLP is lead bankruptcy and M&A counsel to the
Company, and Ottinger Hebert, L.L.C. is special counsel to the
Company.  Stephens Inc. acts as to the Company in the Chapter 11
reorganization and advised the Company on this transaction.

                  About TriDimension Energy

TriDimension Energy, L.P., and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.  Tridimension Energy disclosed
$37,211,921 in assets and $45,389,239 in liabilities.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).  The Company has retained Vinson & Elkins LLP as their
lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers.


TROPICANA ENTERTAINMENT: Court OKs $6.7 Million in Fees
-------------------------------------------------------
In an omnibus order dated November 17, 2010, Judge Kevin J. Carey
for the U.S. Bankruptcy Court for the District of Delaware
approved the sixth, seventh and eighth interim fee applications
of certain professionals of the Tropicana Reorganized Debtors,
including all holdbacks and expenses for the periods from July 1,
2009 to September 30, 2009; October 1, 2009 to December 31, 2009;
and January 1, 2010 to March 8, 2010.

The professionals with approved interim fees and applications
include AlixPartners LLP, Richards Layton & Finger P.A, Capstone
Advisory Group LLC, Stroock & Stroock & Lavan LLP, Sills Cummis &
Gross P.C., Morris Nichols Arsht & Tunnel LLP, Ernst & Young and
Kirkland & Ellis LLP.

Each of the professionals will be paid, on an interim basis,
(i) compensation for services rendered during the Compensation
Periods, and (ii) reimbursement for actual and necessary expenses
incurred during the Compensation Periods.

The November 17 Court Order approves fees aggregating
approximately $6,700,000 and expenses aggregating approximately
$128,000.

A table summarizing details of the Nov. 17 Approved Interim Fee
Applications is available at no charge at:

  http://bankrupt.com/misc/Tropi_OmniOrd6,7,8IntFA111710.pdf

To the extent not already paid pursuant to the Court-approved
Interim Compensation Procedures, the Debtors are authorized and
directed to pay each of the applicable professionals 100% of the
fees and 100% of the expenses.

However, nothing in the November 17 order will limit or modify
the rights of any party to argue or object on any grounds to (i)
any and all requests for final allowance of fees and expenses,
and to seek disgorgement of fees and expenses previously awarded;
and (ii) allocation of fees and expenses between the LandCo
Debtors and the OpCo Debtors.  Nothing in the November 17 Order
will authorize or provide for the payment of any amounts not
included in the Fee Schedules.

The Debtors will be reimbursed for fees and expenses incurred
during the time period subject to the November 17 Order from the
professional fee escrow account, as established by a certain
Escrow Agreement, dated March 5, 2010.  The escrow agent under
the Escrow Agreement is authorized and directed to reimburse the
Debtors for fees and expenses incurred by the professionals
during the Compensation Periods.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Court OKs Ernst & Young's $270,000 Fees
----------------------------------------------------------------
Judge Judith H. Wizmur approved the fourth interim and final fee
application of Ernst & Young, LLP, as independent auditors to
Adamar of NJ In Liquidation, LLC, fka Adamar of New Jersey, Inc.
and Manchester Mall, Inc.

Ernst & Young's fourth interim allowed fees is $4,589 in fees and
$0 in expenses for services rendered for the month of May 2010.

Ernst & Young's final fee application is allowed for $270,379 in
fees and $8,598 in expenses covering the period from April 29,
2009 through and including May 31, 2010.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Akin Gump Says Disqualification Request "Unwarranted"
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on November 16, 2010,
Oaktree Capital Management, L.P., and Angelo, Gordon & Co. L.P.
are asking the bankruptcy Court to disqualify their existing
counsel, Akin Gump Strauss Hauer & Feld LLP, from representing
Aurelius Capital Management LP, a party with declared interest
directly adverse to their interests.

Certain funds and accounts managed by Oaktree or their
subsidiaries and certain funds and accounts managed by Angelo
Gordon or its affiliates are holders of Credit Agreement Claims
against Tribune Company and certain of its subsidiaries.  Robert
S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Credit Agreement Lenders,
told the Court that Akin Gump has been Angelo Gordon's in-house
counsel and primary outside counsel since Angelo Gordon's
inception in 1988.  Since at least June 2009, Akin Gump has
provided legal services and advice to Angelo Gordon on critical
Federal Communications Commission matters and regulatory issues
directly relating to Tribune and its organization, he notes.

In response, William P. Bowden, Esq., at Ashby & Geddes, P.A., in
Washington, D.C., counsel for Akin Gump Strauss Hauer & Feld LLP,
asserts that disqualification is plainly unwarranted because
Oaktree Capital Management, L.P., and Angelo, Gordon & Co., L.P.,
consented to any conflict of interest arising from Akin Gump's
representation of Aurelius.

Mr. Bowden maintains that even if the Court concludes otherwise,
the Court should deny the Disqualification Motion in light of the
availability of less restrictive alternatives, like maintaining
the ethical wall, having another law firm represent Aurelius on
Federal Communications Commission law issues, and restricting Akin
Gump from conducting any discovery against Oaktree and Angelo
Gordon.

In separate filings, Daniel H. Golden, Esq., Ashley F. Waters,
Esq., and Dan Gropper, Esq., filed with the Court declarations in
support of Akin Gump's opposition to the Disqualification Motion.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Committee Files Preference Suits vs. 212 Parties
------------------------------------------------------------
The Official Committee of Unsecured Creditors filed adversary
proceedings against 212 defendants seeking to avoid transfers and
to recover property transferred.

The Complaints each seeks to avoid and recover from the
Defendants, or from any other person or entity for whose benefit
the transfers were made, all preferential transfers of property
made for or on account of an antecedent debt and to or for the
benefit of the Defendants by the Debtors during the one-year
period prior to the Petition Date.

To the extent the Defendants have filed proofs of claim or have
claims listed on the Debtors' schedules of assets and liabilities
as undisputed, liquidated, and not contingent, or has otherwise
requested payment from the Debtors' or their Chapter 11 estates,
the Complaints are not intended to be, nor should it be construed
as, a waiver of the Committee's right to object to those Claims
for any reasons.

                         *     *     *

Prior to the filing of the lawsuits, the Creditors Committee
sought and obtained an order from the bankruptcy court for leave,
standing and authority to commence and prosecute, settle and
recover certain causes of action belonging to the Debtors'
estates.

Pursuant to Sections 105, 1103 and 1109 of the Bankruptcy Code,
the actions previously brought in the Leveraged Buyout Complaints
that are more properly categorized as Preference Actions are
confirmed to be brought with standing and may be commenced and
prosecuted as Preference Actions.

The Court directed the Committee to commence the Preference
Actions by filing its complaint no later than December 7, 2010.

Neither the Debtors nor the Committee will settle any of the
Preference Actions without the other's consent unless and until
the earliest to occur of:

  (i) the Committee and the Debtors withdraw their support for
      the Joint Plan of Reorganization for Tribune Company and
      its debtor affiliates proposed by the Debtors, the
      Committee, Oaktree Capital Management, L.P., Angelo,
      Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.;

(ii) the Court declines to confirm the Settlement Plan; or

(iii) April 1, 2011.

If a Termination Event occurs, either the Debtors or the Committee
will have the right to settle claims that the Committee has been
authorized to pursue, and the Committee will have the right to
file a motion seeking entry of a court order granting it the
exclusive right to settle those claims.

After they have been filed and served, Preference Actions will be
deemed stayed until a Termination Event occurs, provided that if
the Termination Event is the withdrawal of support for the
Settlement Plan by the Debtors or the Committee, the Committee
will have the right to extend the Stay by filing and serving a
notice that the Stay will continue.

All applicable deadlines are suspended during the period of Stay.
During the pendency of the Stay, no defendant to the Preference
Actions will answer or otherwise respond to the Preference
Actions.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Files Preference Suits vs. 97 Counterparties
--------------------------------------------------------
Pursuant to Sections 547 and 550 of the Bankruptcy Code, Tribune
Co. and its units Debtors filed lawsuits against 97 counterparties
to avoid and recover from the defendants all preferential
transfers of property to or for the benefit of the Defendants by
Tribune, during the 90-day period prior to the Petition Date.

During the Preference Period, the Debtors continued to operate
their business affairs in all respects, including the transfer of
property by checks, automatic clearing house, wire transfers or
otherwise to certain transferees.

The Debtors ask the Court to direct the Defendants to pay the full
amount of the value of the Transfers, with pre-and post-judgment
interest and costs of suit, reasonable attorneys' fees and costs,
to the extent provided by law.  The Debtors also request that the
Court disallow any claims of the Defendants against them to the
extent the Defendants have not paid the full amount of the value
or, or turned over the property that is the subject of, the
Transfers.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Removal Period Extended Until February 28
-----------------------------------------------------
At the behest of Tribune Co. and its affiliates, the Bankruptcy
Court extended the Debtors' deadline to file notices of removal of
related proceedings under Rule 9027(a)(2) and (a)(3) of the
Federal Rule of Bankruptcy Procedure through February 28, 2011.
Prior to the entry of the Court's order, the Debtors certified to
the Court that no objection was filed as to the Motion.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Step One Lenders Defend State Court Lawsuit
-------------------------------------------------------
JPMorgan Chase Bank, N.A., Merrill Lynch Capital Corporation,
Citicorp North America, Inc., and Bank of America, N.A., in their
capacities as lenders under the Credit Agreement dated May 17,
2007, previously asked the bankruptcy court handling Tribune Co.'s
cases to enter an order holding certain of the Step One Lenders in
contempt for commencing in New York State Court an action for,
among other things, breach of contract, tortious interference with
contract and declaratory relief.  Specifically, the Lead Banks
allege that the New York Action violates both the Court's
September 1, 2010 order appointing mediator and the automatic
stay.

In response, The Step One Lenders aver that the New York Action
does not assert any claims against Tribune Co. whatsoever, it does
not seek damages on behalf of anyone other than the named Step One
Credit Agreement Lenders Plaintiffs, and it does not seek to
obtain or control any property of the Debtors' estates.  As a
result, the automatic stay does not apply to the New York Action
and, even if it arguably did apply, only the Debtors have the
standing to assert a stay violation, they contend.

According to the Step one Lenders, the New York Action is neither
a motion nor proceeding within the meaning of the Mediation Order
nor does it fall within the definition of LBO-Related Causes of
Action.

Thus, the Step One Lenders ask the Court to deny the Contempt
Motion.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


US AIRWAYS: S&P Affirms Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B-' corporate credit ratings on US Airways Group Inc., and
revised the rating outlook to stable from negative.

"S&P's outlook revision is based on the airline's improved
operating performance and better liquidity," said Standard &
Poor's credit analyst Philip Baggaley.  "US Airways, like other
U.S. airlines, is generating much improved operating results this
year after several years of losses.  During the first nine months
of 2010, the company reported net earnings of $475 million,
compared with a loss of $125 million in the same period of 2009.
Passenger revenue per available seat mile rose 13.6%, causing
overall revenue gains that far outweighed higher fuel expense."

S&P foresee continued healthy earnings, but a combination of
slowing revenue gains and higher fuel prices could cause 2011
earnings to be below this year's strong results.  The company had
unrestricted cash and short-term investments of $1.9 billion as of
Sept. 30, 2010 -- well above $1.3 billion at year-end 2009.  This
was equal to about 17% of trailing-12-month revenues, below
average among U.S. airlines, but adequate.

The ratings on US Airways Group reflect its substantial debt and
lease burden, limited (though improving) liquidity, and
participation in the high-risk U.S. airline industry.  The ratings
also incorporate the company's better-than-average operating
costs.  Tempe, Ariz.-based US Airways Group is the sixth-largest
U.S. airline, carrying about 8% of industry traffic.  S&P
characterize the company's business profile as vulnerable, its
financial profile as highly leveraged, and liquidity as adequate.

S&P expects US Airways' financial profile to remain fairly stable
over the next two years, with EBITDA interest coverage 1.6x-2.0x
and FFO to debt in the low-teen percent area.  "S&P believes that
an upgrade is not likely over the next year, but S&P could raise
the ratings if FFO to debt moves consistently into the high-teen
percent area and unrestricted cash and short-term investments
increase to more than $2.5 billion," Mr. Baggaley continued.
"With US Airways' improved operating performance and liquidity,
S&P also believe a downgrade is unlikely any time soon.  However,
if a stalled U.S. economic recovery or serious oil price spike
caused losses, eroding liquidity to below $1 billion, S&P could
lower ratings."


VANGENT INC: S&P Gives Positive Outlook, Affirms 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Arlington, Va.-based Vangent Inc. to positive from negative.  At
the same time, S&P affirmed the 'B' corporate credit rating on the
company, the 'BB-' rating on its first-lien facility (with a
recovery rating of '1') and the 'CCC+' rating on its senior
subordinated notes (with a recovery rating of '6').

"The ratings on Vangent reflect S&P's expectation that the company
will successfully use its existing contract vehicles to replace a
profitable U.S. Census project (substantially completed in the
third quarter of 2010)," said Standard & Poor's credit analyst
Jennifer Pepper, "and maintain recently improved margins and
associated expanded covenant headroom."


VARGAS REALTY: Debtors Ratified Loan Transaction with Mortgagee
---------------------------------------------------------------
Under New York law, WestLaw reports, whether or not the son of
the Chapter 11 debtors' sole shareholder had actual or apparent
authority to execute a valid loan on behalf of the debtors, the
debtors ratified the loan transaction, a bankruptcy court found.
Once the sole shareholder undisputedly discovered his son's
actions, he neither challenged nor attempted to invalidate the
transaction.  The debtors instead accepted the benefits of the
transaction by using at least $5 million of the $8 million loan to
satisfy a prior loan owed to another entity and by using at least
$400,000 to make interest payments.  Later, with full knowledge of
the facts and while represented by counsel, the debtors executed a
pre-negotiation agreement with the lender which explicitly
confirmed their "legal and enforceable obligations" under the note
and mortgage "without any defenses, counterclaims, or offsets."
Vargas Realty Enterprises, Inc. v. CFA W. 111 Street, L.L.C., ---
B.R. ----, 2010 WL 4365544 (S.D.N.Y.) (Sullivan, J.).

The Honorable Richard J. Sullivan's Opinion and Order dated
Nov. 2, 2010, entered in Case No. 09 Civ. 8136 (S.D.N.Y.) affirms
the Honorable Stuart M. Bernstein's Memorandum Decision date
July 23, 2010, a copy of which is available at http://is.gd/isOLK
from Leagle.com.

Vargas Realty Enterprises, Inc., Noble Realty Corp., V & R Realty
Corp., and E.R. Properties, Inc., filed chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos. 09-10402, 09-10403, 09-10407 and 09-
10407) on Jan. 29, 2009.  Vargas is a real estate agent and
manager and operates a travel agency. Carl E. Person, Esq., in New
York City, represents the Debtors.  At the time of the filing,
Vargas disclosed $2,064,500 in assets and $10,138,250 in
liabilities.


VILLAGE AT CAMP: Wants to Continue Cash Collateral Use
------------------------------------------------------
Village at Camp Bowie I, L.P., has asked for authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
continue using cash collateral.

On January 22, 2004, the Debtor, as Borrower, executed a
Construction Loan Agreement for the maximum aggregate principal
amount of $36,535,000 with SouthTrust Bank and Texas Capital Bank,
National Association (TCB).  The Construction Loan was financed by
a Promissory Note in the original maximum principal amount of
$26,535,000 payable to the order of SouthTrust (the SouthTrust
Note) and a second Promissory Note in the original maximum
principal amount of $10,000,000 payable to TCB (the TCB Note).
Western Real Estate Equities, LLC, is now the owner of the Notes.
As of the Petition Date, the Debtor was purportedly indebted to
the Noteholder in the principal amount of $31,292,824.

As reported by the Troubled Company Reporter on August 17, 2010,
the Debtor first sought and then obtained interim authorization
from the Court to use the cash collateral.  On September 9, 2010,
the Court approved during a hearing the final court order
presented by the Debtor and the Noteholder that authorized cash
collateral use.  The terms of that order authorized the Debtor's
use of cash collateral through the period ending February 28,
2011, subject to approval of a budget for the period December 1,
2010 to February 28, 2011.  On November 19, 2010, the Noteholder
filed Western Real Estate Equities, LLC's objection to the
Debtor's further cash collateral use, claiming that the Debtor
failed to present to the Noteholder proposed continued budget
prior to November 15, 2010.  The Debtor provided the proposed
continued budget on November 21, 2010.

At the time of the filing of the Debtor's request to continue
using the cash collateral, the Noteholder hasn't approved the
continued budget, a copy of which is available for free at:

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

The Debtor informed the Noteholder that scheduling conflicts made
preparation and presentation of an accurate and meaningful
proposed extended budget for the Noteholder by November 15, 2010,
unrealistic.

The Debtor said that it needed to begin making use of the cash
collateral by December 1, 2010.  The Debtor agrees to continue
providing the Noteholder replacement liens and security interests
in and upon all of the properties and assets of the estate.  The
Debtor agrees that the adequate protection liens granted to the
Noteholder will be of the same priority as its prepetition liens
and security interests and in the case of assets acquired by the
Debtor on and after the Petition Date, the replacement lien will
be granted solely to the extent of any diminution in the value of
the Noteholder's collateral occurring on and after the Petition
Date.  The Debtor will also pay monthly debt service to the
Noteholder equal to monthly interest on the debt calculated at the
now default contract value.  To the extent that the adequate
protection is insufficient to adequately protect the Noteholder's
interest in the cash collateral, the Debtor will continue to allow
the Noteholder a superpriority administrative expense claim and
all other benefits and protections.

                      About Village at Camp

Dallas, Texas-based Village at Camp Bowie I, L.P., filed for
Chapter 11 bankruptcy protection on August 2, 2010 (Bankr. N.D.
Tex. Case No. 10-45097).  John Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


VITESSE SEMINCONDUCTOR: Posted $14.8-Mil. Net Income in Fiscal Q4
-----------------------------------------------------------------
Vitesse Semiconductor Corporation reported its financial results
for the fourth quarter and audited fiscal year 2010 ended
September 30, 2010.

The Company's net income in the fourth quarter of fiscal year 2010
was $14.8 million, or $0.42 per diluted share, compared with a net
loss of $9.5 million, or $0.83 per share, in the fourth quarter of
fiscal year 2009 and net income of $33.0 million, or $0.99 per
diluted share, in the third quarter of fiscal year 2010.  Included
in the fourth quarter 2010 net income is a $13.7 million non-cash
gain related to the 2014 debentures' embedded derivative.

Net revenues were $42.9 million in the fourth quarter of fiscal
year 2010, an increase of 9.5% compared with $39.2 million
reported for the fourth quarter of fiscal year 2009, and an
increase of 14.3% compared with $37.5 million in the third quarter
of fiscal year 2010.

The Company's balance sheet at Sept. 30, 2010, showed $97.53
million in total assets, $118.73 million in total liabilities, and
a stockholders' deficit of $21.20 million.

"We closed fiscal year 2010 on a strong note, achieving the top
end of our guidance for both quarterly revenue and gross margins
and made solid progress in moving our business forward based on
the overall objectives that were set last year," said Chris
Gardner, CEO of Vitesse.  "Most importantly, we generated an
operating profit and met our target to deliver 30 new products in
2010, which is now driving an increasing flow of new design wins.
We look forward to seeing our investment in new product
development translate into sustained revenue growth, which is
expected to start towards the end of 2011 and ramp up in 2012."

"During 2010, our revenue remained about flat with 2009 levels in
spite of the economic climate, industry wide component shortages
and a declining contribution from our legacy storage business.
Our product revenue grew nearly 7.0% to $165.6 million and revenue
from our core products in Carrier and Enterprise Networking
increased approximately 15.0% to $148.4 million.  Product margins
increased significantly during the year and the Company generated
positive cash flow from operations.  By moving our manufacturing
to an outsourced model, we reduced fixed costs, increased margins
and shortened our cycle times.  We now have a strong foundation
and robust product pipeline for profitable growth in the years
ahead."

"Lastly, we are pleased that we fully remediated the outstanding
material weaknesses and received a clean audit opinion for our
fiscal year 2010 audit.  This is the result of intense efforts by
our operations and finance teams and allows us to start the
process towards a relisting on the NASDAQ exchange.  We will
continue to invest in our financial and operating systems and
expect to begin the implementation of a new ERP system in 2011."


The Company's balance sheet at Sept. 30, 2010, showed $97.52
million in total assets, $118.73 million in total liabilities, and
a stockholders' deficit of $21.21 million.

A full-text copy of the earnings release is available for free at
http://ResearchArchives.com/t/s?70b8

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.


VITRO SAB: To File Concurso Plan in Mexico by December 16
---------------------------------------------------------
Vitro S.A.B. de C.V. disclosed the upcoming filing of its Concurso
Plan, the expiration of its cash tender offer conducted as a
modified Dutch auction in respect of its outstanding senior notes
the and the extension of the expiration time for its exchange
offer and consent solicitation.  Both the Tender Offer and the
Exchange Offer and Consent Solicitation apply to all three series
of Vitro's outstanding Old Notes, which are described in the
following table:

                                                 Outstanding
  Series of Senior Notes   CUSIP No.           Principal Amount
  ----------------------   ---------         --------------------
  8.625% Senior Notes
  due 2012               92851RAC1; P98100AA1     $300,000,000

  11.75% Senior Notes
  due 2013               92851FAD5; P98022AB5     $216,000,000

  9.125% Senior Notes
  due 2017               92851RAD9; P98100AB9     $700,000,000

The Tender Offer and the Exchange Offer and Consent Solicitation
have been conducted in contemplation of, and as a step towards,
restructuring Vitro's outstanding debt through an in-court
proceeding under the insolvency law of Mexico pursuant to its pre-
packaged Concurso Plan, which Vitro expects to be filing with the
relevant Mexican Federal Court no later than December 16, 2010.

                   Results of the Tender Offer and
               Exchange Offer and Consent Solicitation

The Tender Offer expired at 5:00 p.m., New York City time, on
December 7, 2010.  Vitro and its wholly-owned subsidiary
Administracion de Inmuebles Vitro, S.A. de C.V. have been advised
by the depositary that, as of the Tender Offer Expiration Time,
approximately US$44 million in aggregate principal amount of Old
Notes had been tendered pursuant to the Tender Offer.  The
clearing price applicable to the Old Notes tendered pursuant to
the Tender Offer is US$575 per $1,000 principal amount of Old
Notes.  Pursuant to the terms of the Tender Offer, Vitro and AIV
will accept all of the Old Notes tendered pursuant to the Tender
Offer.  On the settlement date for the Tender Offer, which is
expected to be December 10, 2010, Vitro and AIV will cause
participating holders whose Old Notes were accepted pursuant to
the Tender Offer to receive the Tender Offer consideration.
Consents obtained through the Exchange Offer and Consent
Solicitation, together with consents obtained through lock-up
agreements, represent approximately 32% of the Restructured Debt.
At this time, Vitro has accepted all Old Notes validly submitted
pursuant to the Exchange Offer and Consent Solicitation.
Upcoming Filing of Concurso Plan and Extension of the Exchange
Offer and Consent Solicitation

                Upcoming Filing of Concurso Plan

Vitro has the requisite majority, among debt controlled by Vitro,
debt subject to lock-up agreements and consents received through
the Exchange Offer and Consent Solicitation, to accomplish a
prearranged concurso mercantil pursuant to the terms of the pre-
packaged Concurso Plan included in the Solicitation Statement, and
will proceed with the filing of such Concurso Plan no later than
December 16, 2010.

Notwithstanding the various baseless allegations made in the press
and circulating in the market relating to certain legal aspects of
Vitro's proposed restructuring and pre-packaged insolvency process
in Mexico, Vitro's Concurso Plan has been prepared and negotiated
with the advice and approval of some of the leading insolvency law
practitioners in Mexico. Accordingly, Vitro and its advisors are
fully confident that any challenges that may be brought against
its Concurso Plan based on these baseless allegations will be
discredited and set aside by the relevant Mexican court and that
Vitro's Concurso Plan will be approved by the Mexican court.

Consistent with Mexican insolvency law, following the new
expiration time for the exchange offer, additional creditors will
still be able to voluntarily consent to the Concurso Plan and
enter into lock-up agreements with Vitro but will not be entitled
to receive a consent payment in respect of their participation in
the Concurso Plan.  At the request of certain participating
holders, Vitro is also exploring the possibility under Mexican
insolvency law of providing in the Concurso Plan that costs and
expenses incurred by Vitro in defending against baseless
litigation commenced by certain dissident bondholders will be
deducted from the consideration that such litigating bondholders
would otherwise stand to receive under the terms of the Concurso
Plan.

            Extension of Expiration Time for Exchange
                Offer and Consent Solicitation

Given that Vitro is finalizing discussions for potential lock-up
arrangements with at least two significant creditors and that
certain holders of Old Notes have continued to request additional
time to fully complete their technical holder documentation
required to participate under the Exchange Offer and Consent
Solicitation, Vitro is extending the expiration time for its
Exchange Offer and Consent Solicitation in order to finalize such
potential lock-up arrangements and allow such holders of Old Notes
to fully complete their necessary technical holder documentation
and participate in the Exchange Offer and Consent Solicitation.
The Exchange Offer and Consent Solicitation were previously
scheduled to expire at 5:00 p.m., New York City time, on
December 7, 2010.  Vitro is extending the expiration time solely
for the Exchange Offer and Consent Solicitation to 5:00 p.m., New
York City time, on December 21, 2010.  Holders who have previously
submitted their Old Notes for exchange and provided consents to
the Exchange Offer and Consent Solicitation will not be able to
withdraw their tendered Old Notes or revoke their consents as
provided in the Solicitation Statement.  Vitro does not intend to
extend the expiration time of the Exchange Offer and Consent
Solicitation beyond the New Exchange Offer Expiration Time.

Notwithstanding the extension of the expiration time for the
Exchange Offer and Consent Solicitation, no later than
December 13, 2010 the Payment Trust will make a partial consent
payment in an amount of 5% of the aggregate principal amount of
Old Notes for which consents were validly provided as of the
Original Exchange Offer Expiration Time to the holders of such
validly tendered Old Notes.  No later than December 28, 2010, the
Payment Trust will make an additional consent payment of 5% of the
aggregate principal amount of additional Old Notes for which
consents are validly provided by the New Exchange Offer Expiration
Time to the holders of such additional Old Notes.  In addition, as
provided in the Solicitation Statement, the Payment Trust will
calculate the pro rata amount of the remaining consent payment and
will make a consent payment in such pro rata amounts to each
participating holders no later than December 28, 2010.  Thus,
based on the amount available in the Payment Trust for the payment
of these consent payments, in the event that all participating
holders who provide their consent in respect of their Old Notes by
the New Exchange Offer Expiration Time (including those who
provided their consents by the Original Exchange Offer Expiration
Time) represent 50% or less of the Restructured Debt, then all
such participating holders will receive, in aggregate, a total
consent payment of 10% of the aggregate principal amount of the
Old Notes for which they provided consents to the Exchange Offer
and Consent Solicitation.

Vitro encourages all holders to objectively analyze the terms of
the Exchange Offer and Consent Solicitation, including the consent
payments described above, and to consult with their respective
legal and financial advisors or with the independent legal and
financial advisors that Vitro appointed to respond to inquiries
from, and act on behalf of, holders who may wish to consult them
in matters relating to the Exchange Offer and Consent
Solicitation.

D.F. King & Co., Inc. will continue to act as the depositary for
the Tender Offer and information and exchange agent for the
Exchange Offer and Consent Solicitation for holders of Old Notes.

Questions regarding the Tender Offer and Exchange Offer and
Consent Solicitation and requests for additional copies of the
Tender Offer and Exchange Offer and Consent Solicitation materials
may be directed to D.F. King & Co., Inc. at (800) 431-9633 (toll
free) or (212) 269-5550 (bankers and brokers).  Holders of
restructured debt other than the Old Notes may contact Vitro at
+52 (81) 8863-1731 (attn: Carlos Garza).

                       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.

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

The U.S. affiliates subject to the involuntary petitions are
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).


VITRO SAB: Bondholders Given Limited Discovery in U.S.
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. subsidiaries of Vitro SAB won a second victory
over dissident bondholders when a judge this week refused to allow
the involuntary bankruptcy filing to be used as a means for taking
discovery about an exchange offer the bondholders oppose.

Mr. Rochelle recounts that Vitro previously prevailed on the
bankruptcy judge to deny a motion by bondholders that would have
effectively enjoined the exchange offer the parent company is
conducting in Mexico.  Rather than allowing the bondholders to
have wide-ranging discovery in the involuntary Chapter 11 case,
U.S. Bankruptcy Judge Russell F. Nelms in Fort Worth, Texas,
instead signed an order on Dec. 6 allowing one six-hour
examination of a company officer under oath. The deposition is
limited to identifying assets in the U.S., describing debts
between the family of companies and describing intercompany
agreements.

According to the report, Judge Nelms is allowing the bondholders
to compel the production of documents.  Vitro, though, need only
turn over documents identifying assets in the U.S., listing debts
to sister companies, and showing the U.S. companies' financial
statements and cash-flow projections.

                       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.

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

The U.S. affiliates subject to the involuntary petitions are
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).


VM ASC: Section 341(a) Meeting Scheduled for Jan. 21
----------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of
Partnership's creditors on January 21, 2011, at 12:00 p.m.  The
meeting will be held at Holiday Inn, 250 Market Street, Johnstown,
PA 15901.

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.

Altoona, Pennsylvania-based VM ASC Partnership filed for Chapter
11 bankruptcy protection on November 12, 2010 (Bankr. W.D. Pa.
Case No. 10-71330).  Robert O. Lampl, Esq., who has an office in
Pittsburgh, Pennsylvania, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679),
et al., filed separate Chapter 11 petitions.


VYTERIS INC: Former Pet DRx Chairman Named to Board of Directors
----------------------------------------------------------------
Effective December 1, 2010, Gene E. Burleson has been elected as a
Director of Vyteris, Inc.  There were no arrangements between
Mr. Burleson and any third persons, pursuant to which he was
selected as a Director.  Mr. Burleson has been appointed as a
member of the Company's Nominating and Governance Committee.  In
connection with his appointment, Mr. Burleson will receive options
and other compensation as set forth in the Company's Outside
Director Plans.

Gene E. Burleson served as chairman of the board of directors of
Pet DRx Corporation, a provider of primary and specialty
veterinary care services to companion animals, from its formation
in June 2005 through November 2010. Mr. Burleson also served as
Chief Executive Officer of Pet DRx Corporation from its formation
in June 2005 through January 2008 and again from September 25,
2008 through November 2010.  Mr. Burleson served as Chairman of
the board of directors of Mariner Post-Acute Network, Inc., an
operator of long-term care facilities, from January 2000 to June
2002.  Mr. Burleson also served as Chairman of the board of
directors of Alterra Healthcare Corporation, a developer and
operator of assisted living facilities, during 2003 and as a
member of the board of directors from 1995 to 2003.

                       About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.

The Company's balance sheet at Sept. 30, 2010, showed
$3.62 million in total assets, $19.12 million in total
liabilities, and a stockholders' deficit of $15.49 million.


WALSH MOSS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Walsh Moss Partnership
          dba Alan Moss
        436 Lafayette Street
        New York, NY 10003

Bankruptcy Case No.: 10-16494

Chapter 11 Petition Date: December 7, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Brian M. Delaurentis, Esq.
                  BRIAN M. DELAURENTIS, P.C.
                  36 W. 44th Street, Suite 610
                  New York, NY 10036
                  Tel: (212)354-6300
                  Fax: (212) 954-5081
                  E-mail: Brian@DeLaurentisLaw.com

Scheduled Assets: $5,369,497

Scheduled Debts: Undetermined

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-16494.pdf

The petition was signed by Robert D. Walsh, general partner.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
AWR Wholesale Inc.                    10-15254            10/06/10
A.M.R. Wholesale Inc.                 10-15256            10/06/10


WASHINGTON MUTUAL: Plan Hearing Ends, Wait Begins for Ruling
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Washington Mutual Inc. trial over confirmation of
the Chapter 11 plan ended December 7.  Judge Mary Walrath said she
will issue a written opinion although she didn't say when.

Mr. Rochelle relates that to approve the plan and sign a
confirmation order, the judge must jump three hurdles:

   (1) The judge must decide it is proper to cram the plan down on
       the six classes of creditors that voted "no."  Four classes
       voted "yes."

   (2) She must approve a settlement with the Federal Deposit
       Insurance Corp. and JPMorgan Chase & Co. that shareholders
       oppose because they receive nothing.

   (3) She must rule against holders of $1 billion of trust
       preferred securities who contend their holdings weren't
       converted to equity immediately before the bank subsidiary
       was taken over.

WaMu's Chapter 11 plan is based on settlements with the Federal
Deposit Insurance Corp. and JPMorgan Chase & Co.  The plan will
distribute more than $7 billion to creditors.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WEGENER CORP: Panel OK Issuance of Common Stock Options
-------------------------------------------------------
On December 6, 2010, pursuant to the Wegener Corporation 2010
Incentive Plan, the Compensation Committee of the Board of
Directors of Wegener Corporation authorized the issuance to all
eligible employees of Wegener Communications, Inc., a wholly owned
subsidiary of the Company, common stock options to purchase an
aggregate of 563,700 shares of common stock.

Included within these options are common stock options issued to
three of its executive employees -- including two employee members
of the Board of Directors -- to purchase an aggregate of 200,000
shares of common stock.  Additionally, the Committee issued to the
four non-employee members of the Board of Directors common stock
options to purchase an aggregate of 100,000 shares of common
stock.  All of the stock options are exercisable at an exercise
price of $0.125, except for those issued to one executive employee
which has an exercise price of $0.1375.  All of the stock options
vest upon issuance and expire five years from the date of
issuance.

In addition, the Committee authorized the issuance of 500,000
shares of restricted common stock as awards to two executive
officers.  The issuances of the restricted stock were made in
reliance upon an exemption from securities registration afforded
by the provisions of Section 4(2) of the Securities Act of 1933,
as amended, and the provisions of Regulation D promulgated
thereunder.

                        About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation
-- http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a capital
deficiency.

The Company's balance sheet as of September 3, 2010, showed
$8.36 million in total assets, $8.49 million in total
liabilities, and a stockholders' deficit of $131,688.


WESTERN STATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Western States Realty, L.L.C.
        5912 Yacht Club Drive
        Rockwall, TX 75032

Bankruptcy Case No.: 10-38578

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Hasan Rabah, managing member.


WILLIAMS COAL: Has Royalty Income of $1.48MM in Sept. 30 Quarter
----------------------------------------------------------------
Williams Coal Seam Gas Royalty Trust reported distributable income
of $1,266,219 for the three months ended September 30, 2010,
compared with distributable expenses in excess of income of
$104,196 in the same period last year.

For the quarter ended September 30, 2010, royalty income received
by the Trust amounted to $1,483,027 as compared to $77,767
received for the same quarter in 2009.  The increase in royalty
income is due to higher natural gas prices and due to receiving
four months of production in the 2010 period (versus normally
receiving 3 months of production), favorably impacting the gross
proceeds (before royalties, taxes, and operating expenses, which
are included in royalty income) earned by the properties.  For the
2009 period, royalty income was near break-even as gross proceeds
were only slightly higher than the expenses included in royalty
income, due to the relatively steady level of operating expenses,
which are not impacted by changes in natural gas prices.
Production volumes are affected by changes in sales prices for
natural gas produced and costs that are deducted in calculating
the NPI Net Proceeds. Production related to the royalty income
received by the Trust in the third quarter of 2010 was 827,563
MMBtu as compared to 153,226 MMBtu for the same quarter in 2009.

The Company's balance sheet at September 30, 2010, showed
$3,180,294 in total assets, $29,739 in current liabilities, and
trust corpus of $3,150,555.

The Trust terminated effective March 1, 2010, pursuant to the
terms of the Trust Agreement.  There exists substantial doubt
about the Trust's ability to continue as a going concern.
Cancellation of the Trust will occur following the Termination
Date when the net proceeds from the sale of the Trust's assets
have been distributed to holders of Units in the Trust.

The Trust Agreement required termination of the Trust in the event
that when a computation is performed as of each December 31, the
net present value (discounted at 10%) of the estimated future net
revenues (calculated in accordance with criteria established by
the SEC) for proved reserves attributable to the Royalty Interests
but using the average monthly Blanco Hub Spot Price for the past
calendar year less certain gathering costs, is equal to or less
than $30 million.  The net present value of the estimated future
net revenues computed by the independent petroleum engineers as of
December 31, 2009, was approximately $8.4 million.  The results of
this computation triggered an early termination of the Trust.
Because the Trust's computed net present value fell below the
$30 million stipulated threshold as of December 31, 2009, the
Trust terminated effective March 1, 2010.  The accompanying
financial statements have been prepared on a going concern basis
and do not include any adjustments, costs and expenses or other
matters that might result from the outcome of this termination.
All of these adjustments, costs and expenses resulting from the
outcome of this termination are not presently known; however, they
could be significant.

Following termination of the Trust, the Trustee will continue to
act as Trustee of the Trust until the net proceeds from the sale
of the Trust's assets have been distributed to Unitholders.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?700b

                      About Williams Coal

Headquartered in Dallas, Texas, Williams Coal Seam Gas Royalty
Trust -- http://www.wtu-williamscoalseamgastrust.com/-- is a
grantor trust formed by The Williams Companies, Inc., parent
company of Williams Production Company, and was designed to
provide unitholders with quarterly cash distributions and tax
credits under Section 29 of the Internal Revenue Code, which has
expired as of December 31, 2009, from certain coal seam gas
properties. The units are listed on The New York Stock Exchange
under the symbol "WTU".

The Trust owns net profits interests in certain proved coal seam
gas properties owned by Williams Production Company and located in
the San Juan Basin of northwestern New Mexico and southwestern
Colorado, including WPC's 35% net profits interest in 5,348 gross
acres in La Plata County, Colorado.


WIRECO WORLDWIDE: Moody's Cuts Ratings on Senior Loan to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service lowered WireCo Worldwide, Inc.'s senior
secured term loan due 2014 to Ba3 from Ba2, but affirmed all the
company's other ratings, including its B2 corporate family rating.
The downgrade of the term loan resulted from WireCo increasing the
term loan to about $235 million from $170 million, which reduced
collateral coverage and anticipated loan recovery for this highly
leveraged company.  Incremental term loan proceeds will be for
general corporate purposes including acquisitions and joint
venture investments.  The rating outlook is stable.

These rating actions were taken:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B2;

  -- $235 million (originally $175 million) senior secured term
     loan due 2014 lowered to Ba3 (LGD2, 25%) from Ba2 (LGD2,  --
     18%);

  -- $275 million senior unsecured notes due 2017 affirmed at B3
     (LGD5, 77%).

  -- Speculative Grade Liquidity rating remains SGL-3.

                        Ratings Rationale

The change in rating to Ba3 from Ba2 for the senior secured term
loan results from the term loan increasing to $235 million from
$170 million, reducing collateral coverage, and therefore recovery
values in a distressed scenario.  The term loan is secured by a
first priority lien on the company's domestic and some foreign
non-current assets, as well as a second lien on the collateral
used to secure the company's asset-based revolver.  The term loan
continues to benefit from its priority of payment relative to the
unsecured notes, which are the most junior debt in WireCo's
capital structure.

The B2 corporate family rating incorporates WireCo's high
leverage.  The company's debt exceeds its net sales and the debt-
to-EBITDA credit metric is weak relative to the rating.  Moody's
anticipates free cash flow-to-debt averaging in the mid-single
digits, leaving little cushion for earnings variability.  The
rating also considers WireCo's strategy of growth through
acquisitions.  Acquisitions may range from sizeable purchases to
multiple "bolt-ons", creating integration risk.

Nevertheless, earnings derived from acquisitions such as Grupo
Oliveira S , and improved operating performance are expected to
result in credit metrics more supportive of the corporate family
rating over the intermediate term.  Additionally, WireCo's global
diversification and leading market share in providing high-tension
steel rope and wire supporting a myriad of industries including
infrastructure development, industrial, oil and gas and mining are
positive attributes.  Pro forma for Oliveira, WireCo derives about
41% of its revenues from the U.S., about 27% from Europe, 18% from
Mexico, and the remaining sales are derived from the rest of the
world, providing geographic diversity.  WireCo is benefiting from
some pockets of strength in its end markets.  Infrastructure
development, an important driver of the company's revenues, is
gaining from bridge repair work.  The industrial and mining end
markets are improving and the oil and gas industry has rebounded.
WireCo also generates solid EBITA margins, benefiting from
manufacturing in low cost countries and past rationalization of
facilities and work force reductions.  Cash on hand, revolver
availability and the lack of near-term maturities give WireCo
financial flexibility to contend with potential acquisitions and
economic uncertainties.

Although Moody's anticipates improving operating margins, WireCo
must demonstrate its ability to generate meaningful earnings and
significant levels of free cash flow.  Over the intermediate term
an improved liquidity profile and operating performance that
results in debt-to-EBITDA approaching 4.5 times on a sustainable
basis or EBITA/interest sustained above 2.0 times (all ratios
adjusted per Moody's methodology) could result in positive rating
actions.

Factors that might stress the ratings include erosion in the
company's financial performance due to an unexpected decline in
WireCo's end markets or deterioration in the company's liquidity
profile.  Debt-to-EBITDA sustained above 6.0 times or
EBITA/interest expense trending towards 1.0 times (all ratios
adjusted per Moody's methodology) for an extended period of time
could pressure the rating.

The last rating action occurred on May 4, 2010, when Moody's
initially assigned the B2 Corporate Family Rating.

WireCo Worldwide, Inc., headquartered in Kansas City, MO, is a
leading global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products.  The company sells into diverse industries including
infrastructure, industrials, oil and gas and mining.


WIRECO WORLDGROUP: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Kansas City, Missouri-based WireCo
WorldGroup.  The rating outlook is stable.

At the same time, S&P affirmed its 'BB' (two notches above the
corporate credit rating) issue-level rating on the $65 million
add-on to the second-lien term loan due 2014.  The recovery rating
remains a '1', indicating S&P's expectation of very high (90%-
100%) recovery for lenders in the event of a payment default.

In addition, S&P lowered its issue-level rating on the company's
$275 million senior unsecured notes due 2017 to 'B-' (two notches
below the corporate credit rating) from 'B'.  The recovery rating
is revised to '6' from '5', indicating S&P's expectation of
negligible (0%-10%) recovery for noteholders in the event of a
payment default.

The company plans to use proceeds from the term loan add-on to
pursue near term strategic initiatives, which could include
additional acquisitions.

"The affirmation of the corporate credit rating reflects S&P's
expectation that WireCo's operating performance will continue to
improve because of strong sales growth and increasing end market
demand resulting from an improving economy," said Standard &
Poor's credit analyst Maurice Austin.

S&P expects credit measures will improve to a level S&P would
consider more appropriate for a 'B+' rating, given the company's
weak business risk profile, during the next several quarters.

The rating and outlook incorporate S&P's expectation that adjusted
debt will increase to about $525 million as a result of the
$65 million add-on to the second-lien term loan.  S&P expects pro
forma 2010 EBITDA to approximate $100 million because of recent
acquisitions and better operating performance amid improving
economic conditions.  During the nine months ended Sept. 30, 2010,
WireCo generated EBITDA of $68 million compared with $52 million
during the same period in 2009, owing to better sales and
increased end market demand amid improving economic conditions.


WORKERS CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Workers Corp
        PMB Dpt 89 HC 1 Box 29030
        Caguas, PR 00725

Bankruptcy Case No.: 10-11444

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio I. Hernandez Santiago, Esq.
                  HERNANDEZ LAW OFFICES
                  P.O. Box 8509
                  San Juan, PR 00936-6431
                  Tel: (787) 250-0575
                  Fax: (787) 753-7655
                  E-mail: ahernandezlaw@yahoo.com

Scheduled Assets: $1,286,524

Scheduled Debts: $2,420,018

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-11444.pdf

The petition was signed by Edwin Guzman Morales, president.


W.R. GRACE: Completes Acquisition of Synthetech
-----------------------------------------------
W. R. Grace & Co. (NYSE: GRA) and Synthetech, Inc. (NZYM.OB)
announced that Grace has completed the previously announced
acquisition of Synthetech, a manufacturer of fine chemicals, at a
price of $1.163286 per share.

"We are pleased to add Synthetech's technical expertise and
manufacturing assets," said Greg Poling, Vice President of W. R.
Grace & Co. and President of Grace Davison.  "This acquisition
provides Grace with additional capacity for the manufacture of
specialty single-site and polypropylene catalysts used in the
production of plastics, as well as adds to our discovery sciences
offerings for the pharmaceutical industry, particularly in the
area of drug development."

                         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 at Citi Basic Materials Symposium
------------------------------------------------------
W. R. Grace & Co. Senior Vice President and Chief Financial
Officer Hudson La Force addressed the Citi Basic Materials
Symposium in New York City last November 30, 2010.

A replay of the presentation is available at the webcast link
in the Investor Information section of the Company's Web site
at http://www.grace.com/

                         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)


ZALE CORP: Reports $97 Million Net Loss in October 31 Quarter
-------------------------------------------------------------
Zale Corporation announced that for the first fiscal quarter ended
October 31, 2010, it had a net loss from continuing operations of
$97 million compared to a net loss from continuing operations of
$60 million in the comparable quarter last year.  Net loss from
continuing operations for the first quarter of fiscal 2011
includes a previously announced charge to interest expense of
$46 million, of which $31 million is non-cash, which resulted from
the First Amendment to the Company's Senior Secured Term Loan.

The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion
in total assets, $438.51 million in total current liabilities,
$450.45 million in long-term debt, $176.31 million in other
liabilities, and stockholders' equity of $213.06 million.

Revenues for the quarter ended October 31, 2010 were $327 million,
a decrease of 0.7% compared to $329 million in the same period in
the prior year.  Same store sales during the quarter ended October
31, 2010 decreased 1.1%, compared to a decrease of 6.8% during the
comparable period in the prior year.

For the quarter ended October 31, 2010, the Company achieved gross
margin on sales of 50.5%, compared to 48.6% in the comparable
quarter last year.  The 190 basis point improvement was primarily
due to higher recognized warranty revenues during the fiscal 2011
quarter.

The Company reduced selling, general and administrative expenses
by $8 million to $195 million in the quarter ended October 31,
2010, compared to $203 million in the same period in the prior
year.  This resulted primarily from the Company's initiatives to
reduce expenses, including store closures and lower professional
fees.

For the first quarter of fiscal 2011, operating loss improved by
$15 million to $42 million, compared to $57 million in the prior
year quarter.  Operating margin was negative 12.8% for the quarter
ending October 31, 2011, compared to negative 17.2% in the same
period in the prior year.

In the quarter ended October 31, 2010, the Company recorded an
income tax benefit of $0.1 million, compared to an expense of
$1.2 million in the comparable period in the prior year.

Inventory at October 31, 2010 stood at $834 million, a decrease
of $68 million from October 31, 2009, due principally to store
closures and efficiencies achieved in our supply chain operations.
As of October 31, 2010, the Company had outstanding debt of
$450 million, compared to $466 million as of October 31, 2009.
The Company's asset-backed revolving credit facility increases to
$650 million during the Holiday season to provide liquidity for
Holiday purchases.

"Since February 2010 when we began implementing our turnaround
plan, each fiscal quarter has shown improvement," commented Theo
Killion, Chief Executive Officer.  "The second fiscal quarter will
provide an important barometer of the progress we're making in our
turnaround."

"The improvement in our financial performance signifies an
important first step in returning to profitability," commented
Matt Appel, Executive Vice President and Chief Financial Officer.
"Our continuing discipline with respect to promotion, inventory
and cost levels will serve us well as we enter this Holiday
selling season."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?7015

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at www.zales.com, www.zalesoutlet.com,
www.gordonsjewelers.com and www.pagoda.com.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* Sarah R. Borders Named to King & Spalding's Policy Committee
--------------------------------------------------------------
King & Spalding elected three partners to the firm's 10-person
policy committee, effective January 1, 2011. They are Sarah R.
Borders (Atlanta), Joseph W. Dorn (Washington, D.C.) and Robert F.
Perry (New York).

King & Spalding's policy committee is responsible for firm
policies, strategic initiatives and the overall enhancement of the
firm. Members are elected by the partnership to a three-year term.

The new members replace partners Scott J. Arnold, J. Sedwick
Sollers and Christopher A. Wray, whose terms expire at the end of
2010.

Borders is a member of the firm's financial restructuring
practice.  She represents creditors and debtors in some of the
largest U.S. workouts, restructurings and bankruptcy cases for
major industries, including retail, textiles, real estate and
healthcare.  She is a fellow in The American College of Bankruptcy
and former president of the bankruptcy section of the State Bar of
Georgia.

Dorn is a member of the international trade practice. He focuses
on international trade disputes in the United States, in foreign
countries and before the World Trade Organization.  He has
successfully pursued trade remedy actions on behalf of U.S.
industries against imports from numerous countries and handled a
variety of trade remedy investigations for an array of industries.

Perry is managing partner of the firm's New York office and a
member of the intellectual property practice.  He handles all
facets of intellectual property litigation and counseling, with a
particular emphasis on patent litigation, frequently in the areas
of electronics, semiconductors, networks and telecommunications,
including wireless technology and software.  He also represents
clients in patent infringement lawsuits.

                       About King & Spalding

King & Spalding is an international law firm with more than 800
lawyers in Abu Dhabi, Atlanta, Austin, Charlotte, Dubai,
Frankfurt, Geneva, Houston, London, New York, Paris, Riyadh
(affiliated office), San Francisco, Silicon Valley, Singapore and
Washington, D.C. The firm represents half of the Fortune 100 and,
according to a Corporate Counsel survey in August 2009, ranks
fifth in its total number of representations of those companies.


* Houston Law Grad Joins Hughes Watters Askanase
------------------------------------------------
Kristen Baker has joined Hughes Watters Askanase, L.L.P. as an
associate supporting the Consumer Financial Services and Default
Servicing Practice Areas under the direction of partners Carolyn
Taylor and Dominique Varner.

"Kristen is an outstanding recent graduate from the University of
Houston Law Center.  All of us at Hughes Watters Askanase are
pleased to have her on board full-time. During the 12 months that
Kristen interned with the firm as a law clerk, she proved herself
to be conscientious and committed to the practice of law and to
working with a team of veteran attorneys.  She is an excellent
role model for any young person starting a new career in any
profession," Varner commented.

Baker was admitted to the State Bar of Texas in November after
passing the bar exam.  She focuses her practice on representing
the needs of banks, mortgage servicing companies and other lenders
in various aspects of consumer financial services.

"Hughes Watters Askanase was the right choice for me to begin my
career.  The environment at HWA is very team-oriented and
respectful.  I appreciate the integrity and professionalism that
is reflected in the way everyone operates.  I am especially
impressed with how friendly the attorneys and staff are," Baker
commented.

Before joining HWA full-time in August 2010, Baker served as a law
clerk for Baker & Associates in Houston and as a law clerk at HWA
from August 2009 until May 2010.

Baker graduated magna cum laude in 2007 with a Bachelor of Arts
degree in Communication from Texas A&M University.  Baker earned
her Juris Doctorate from the University of Houston Law Center in
May 2010.

While attending the University of Houston, Baker served as a
contributing editor to the Texas Journal of Consumer and
Commercial Law and was on the University's Moot Court team.  She
also worked as a legal intern for The Honorable Jeff Bohm, U.S.
Bankruptcy Judge, Southern District of Texas.  Additionally, she
worked as a research assistant for Associate Dean Richard Alderman
at the University of Houston.

Baker has earned several honors.  She was a regional finalist in
the American Bar Association's Negotiation Competition in 2008.
She also received the 2007 Department of Communication Citizenship
Award at Texas A&M. Baker was on the Dean's List at Texas A&M from
2003-2007 and was a member of the National Society of Collegiate
Scholars from 2004 through 2007.  She has also been a member of
the Honor Society of Phi Kappa Phi since 2007.

Baker is a member of the Houston Bar Association, the Houston
Young Lawyers Association, the Houston Association of Young
Bankruptcy Lawyers, the Houston Howdy Club (for Texas A&M alumni),
the Arthur L. Moller -- David B. Foltz American Inns of Court, the
American Bar Association, and the State Bar of Texas.

                 About Hughes Watters Askanase

For more than 32 years, Hughes Watters Askanase, L.L.P. has helped
business organizations, financial institutions and individuals
succeed with their business endeavors.  The Firm's attorneys play
a strategic role and support clients through every stage of
existence and operation, from formation to liquidation. The Firm's
practice focuses on the various interrelated areas that provide
the greatest opportunities and most challenging obstacles:
Representation of commercial and consumer lenders of all
varieties, including banks and credit unions; business bankruptcy;
business planning and strategy; default servicing; real estate and
finance; commercial and consumer financial services litigation;
and wills and probate.


* BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership
-----------------------------------------------------------
Editors: Terence F. Moore and Earl A. Simendinger
Publisher: Beard Books
Softcover: 244 pages
Price: $34.95
Review by Henry Berry

Hospital Turnarounds - Lessons in Leadership is a compilation of
twelve essays on the many approaches that have been taken to
resuscitate hospitals in distressed situations.  Most of the
essayists are CEOs or presidents of hospitals or healthcare
organizations, and their stories are all different and compelling
in their own way.  The hospitals differ in their size,
marketplace, facilities, and services offered. The causes of their
distress vary and the strategies that were used to overcome them
are wide-ranging.  All-in-all, it makes for an engaging collection
of success stories

The authors have extensive experience in the healthcare system,
and nearly all have held top leadership posts in several public
and private hospitals.  Most importantly, all have been involved
in successful turnarounds at some time in their careers.  Two of
the authors are from the field of marketing, which can play a
significant role in hospital turnarounds.

The number of troubled hospitals rises and falls over time,
depending on many factors, including the state of the U.S.
economy.  There are always some hospitals in a distressed
situation or teetering close to it.  In spite of the fact that
healthcare is a basic need in U.S. society, hospitals are
constantly vulnerable to financial problems because of
competition, changing medical technology, new approaches to
healthcare from improved drugs and public awareness, and medical
malpractice lawsuits.  Any or all of these factors can be
financially crippling and, even if the financial impact is
minimized, a hospital's reputation can be damaged.  Like any other
business organization, hospitals can also run into difficulty
because of poor management or labor problems.

The first and last chapters, "Introduction" and "Turnarounds: An
Epilogue," respectively, are written by the co-editors.  The
balance of the chapters contain first-hand accounts of hospital
turnarounds, with the authors asked by the co-editors to "document
the role of the various publics."  The authors do this, offering
their assessment of the role of the board of directors, medical
staff, management team, volunteers, and other relevant "publics"
in the respective turnarounds.  A common thread in this book is
that the import and activities of these publics were different in
every turnaround. Each turnaround had to address its own grievous,
overriding problem or set of problems.  Each turnaround had its
own cast of characters who brought different backgrounds and
skills to the turnaround.  As a result, each path taken to
overcoming the distressed situation was different.

No matter what the cause or causes of a hospital's distressed
situation, in nearly every case the problems were first realized
when a financial problem became apparent.  Thus, turnarounds are
inevitably focused on improving a hospital's financial situation.
As one of the authors notes, "A turnaround is most often the
result of increased revenues and decreased expenses."  The
approach taken by some of the authors was to focus on
"[increasing] revenues to improve the operating margins of their
organizations."  Many other turnarounds were accomplished by
focusing on reducing expenses.  Invariably, however, a combination
of both was needed and working toward these paired objectives
required a new strategic thinking and the development of
operational capabilities that prepared the hospital for long-term
survival in continually changing market conditions.  One author's
prescription for success was, "Upward communication, fluidity of
organizational structure, a reduction of unnecessary bureaucratic
rules and policies, and ambitious yet realistic goals and
objectives."  These practices are present in healthy companies and
usually missing in distressed companies.  Implementation of these
business practices is essential for a hospital to return to a
favorable financial footing.

Another author addressed "organizational burnout," which must be
corrected if a hospital is to survive.  Burnout is evident when
"the sum of an organization's actual output is decreasing over
time when compared with its potential output."  The challenge
facing hospital executives and turnaround specialists is to reduce
-- and ideally, eliminate -- the gap between actual and potential
output.  The smaller the gap, the more efficient, productive, and
healthy the organization.

These are just a few of the observations and lessons provided in
this collection of essays.  Through engaging first-person accounts
of rescue stories, the reader learns what a turnaround is all
about, how to diagnose a distressed situation, and how to
formulate a strategy that implements specific corrective actions.

Terence F. Moore has been involved in the Michigan hospital system
as President and CEO of Mid-Michigan Health, Board Member of the
Michigan Hospital Association, and Chair of the East Michigan
Hospital Association.  He is also a fellow of the American College
of Healthcare Executives.  Earl A. Simendinger is a professor of
management at the College of Business at the University of Tampa
who for 20 years was a hospital administrator.  Also a fellow in
the American College of Healthcare Executives, he has written many
books and articles on management and organizational development.

                           *********

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
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