TCR_Public/101213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 13, 2010, Vol. 14, No. 345

                            Headlines

24 DRAYTON: Voluntary Chapter 11 Case Summary
ATKINS NUTRITIONALS: Changes Hands Again With Roark as Buyer
AWAL BANK: Now Wants to Comply with Ch. 11 Disclosure Requirements
AWAL BANK: Seeking More Time to File Schedules and Statement
BAY CITY: Case Summary & 16 Largest Unsecured Creditors

BEAR ISLAND: Wants Exclusivity Periods Extended to Complete Sale
BERNARD L MADOFF: Picard Settles With Charities, Non-Profits
BERNARD L MADOFF: Trustee Files Claims Against Medici Enterprise
BERNARD L MADOFF: Son Mark Found Dead in Apparent Suicide
BUCCANEER MERGER: Moody's Assigns 'B2' Corporate Family Rating

BUD'S CAR WASH: Cash Use Extended Until February 2
CALIFORNIA HOUSING: Moody's Junks Rating From 'B2'
CENTAUR LLC: Reaches Deal With Committee on Chapter 11 Plan
CHARTER COMMUNICATIONS: Fitch Puts 'BB-' Issuer Default Rating
CHRISTENSEN REALTY: Court Approves Access to Cash Collateral

CHRISTENSEN REALTY: Promises to Pay Creditors from Cash Flow
CINRAM INT'L: Bank Debt Trades at 22% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
CLEARWIRE CORP: S&P Raises Corporate Credit Rating to 'CCC+'
COLONIAL BANCGROUP: FDIC Wants Use of BB&T Cash Deposit Denied

COMPUCOM SYSTEMS: S&P Affirms 'B+' Corporate Credit Rating
CONCHO RESOURCES: Moody's Assigns 'B3' Rating to $350 Mil. Notes
CONCHO RESOURCES: S&P Assigns 'BB' Rating to $350 Mil. Notes
CONSTELLATION ENERGY: Moody's Puts Ba1 Sub. Debentures Rating
CORNERSTONE OF FAITH: Case Summary & Largest Unsecured Creditor

CRYSTAL CATHEDRAL: CRO Agrees to Cap Annual Pay at $300,000
CRYSTAL CATHEDRAL: Gave $832,000 in Housing Allowances to Insiders
DARIN SCHEFF: Voluntary Chapter 11 Case Summary
DEAN FOODS: Fitch Assigns 'CCC/RR6' Rating to $400 Mil. Notes
DEAN FOODS: Moody's Assigns 'B2' Rating to $400 Mil. Notes

DEAN FOODS: S&P Assigns 'B-' Rating to $400 Mil. Senior Notes
DISCOVER FINANCIAL: Moody's Affirms 'Ba1' Senior Unsec. Rating
DIVINE SQUARE: Decreasing Cash Flow Blamed for Ch. 11 Filing
EARTHSTAR BANK: Closed; Polonia Bank Assumes All Deposits
EAST CAMERON: Chapter 11 Plan Confirmed After Minor Changes

EASTERN LIVESTOCK: Involuntary Chapter 11 Case Summary
EVERGREEN INTERNATIONAL: Moody's Reviews 'Caa1' Corp. for Upgrade
EVERGREEN INTERNATIONAL: S&P Puts 'CCC' Rating on Positive Watch
EVERTEC INC: S&P Assigns 'B-' Rating to $220 Mil. Senior Notes
FORD MOTOR: To Spend $600MM to Retool Louisville Assembly Plant

FUQI INTERNATIONAL: NASDAQ Grants Request for Continued Listing
GARY SLADE: Case Summary & 20 Largest Unsecured Creditors
GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market
GAYLE PROPERTY: Case Summary & 4 Largest Unsecured Creditors
GAVIN ELECTRIC: Case Summary & 19 Largest Unsecured Creditors

GENERAL MARITIME: S&P Junks Corporate Credit Rating From 'B'
GENERAL MOTORS: CEO Akerson Wants Exec-Pay Restrictions Relaxed
GENON ENERGY: Moody's Affirms 'B2' Corporate Family Rating
GLENSTONE ENTERPRISES: Case Summary & Creditors List
GLOBAL MARINE: Voluntary Chapter 11 Case Summary

GLOBAL CAPACITY: Creditors Urge Court to End Debtor's Plan Control
GMI LAND: In Chapter 11; To Sell Cement Facility
GREAT ATLANTIC & PACIFIC: Succumbs to Bankruptcy After 150 Years
GREAT ATLANTIC & PACIFIC: Case Summary & Creditors' List
GURDIP MAND: Voluntary Chapter 11 Case Summary

H.A.Z. LLC: Voluntary Chapter 11 Case Summary
H.D. LEANDER: Case Summary & Largest Unsecured Creditor
HABIB WANKER: Voluntary Chapter 11 Case Summary
HAGOOD RESERVE: First Horizon's Appeal From Sale Is Moot
HARRY MAGERAS: Case Summary & 18 Largest Unsecured Creditors

HAWK CORP: S&P Raises Corporate Credit Rating From 'B'
HERBST GAMING: Bank Debt Trades at 43% Off in Secondary Market
HERMAN MUKASA: Case Summary & 17 Largest Unsecured Creditors
INSIGHT HEALTH: Files for Chapter 11 with Pre-Packaged Plan
INSIGHT HEALTH: Case Summary & 50 Largest Unsecured Creditors

JACQUELIN KLINGENMEYER: Case Summary & 3 Largest Unsec Creditors
JOHN BRISTOL: Voluntary Chapter 11 Case Summary
JOSE CRUZ: Case Summary & 12 Largest Unsecured Creditors
JOSEPH KESSLER: Case Summary & 13 Largest Unsecured Creditors
KB, LLC: Case Summary & 8 Largest Unsecured Creditors

KEELEY AND GRABANSKI: Involuntary Chapter 11 Case Summary
KENSINGTON APARTMENT: Case Summary & 20 Largest Unsec Creditors
KEVIN PRICE: Case Summary & 11 Largest Unsecured Creditors
KJOLBY PROPERTIES: Voluntary Chapter 11 Case Summary
LIFE TECHNOLOGIES: Moody's Affirms 'Ba1' Corporate Family Rating

LITTLE TOKYO: Partners to Infuse Capital to Implement Plan
LOCAL INSIGHT: Bank Debt Trades at 65% Off in Secondary Market
MARKET CENTER: Secured Creditor's Legal Fees Are Limited
MENAR CONSTRUCTION: Case Summary & 3 Largest Unsecured Creditors
METRO-GOLDWYN-MAYER: Moody's Puts 'B1' Corp. Family Rating

METRO-GOLDWYN-MAYER: S&P Puts 'B-' Corporate Credit Rating
MICHAEL HERRON: Case Summary & 20 Largest Unsecured Creditors
MOLECULAR INSIGHT: Files for Ch. 11, Has $45-Mil. Financing
MOLECULAR INSIGHT: Case Summary & 20 Largest Unsec. Creditors
MORITZ WALK: Voluntary Chapter 11 Case Summary

MULTI-PLASTICS: Case Summary & 20 Largest Unsecured Creditors
NALCO COMPANY: Fitch Rates $1 Bil. Senior Notes at 'BB/RR2'
NOVASTAR FINANCIAL: Has Plan to Recapitalize Preferred Shares
OK ETON: U.S. Trustee Wants Case Dismissed or Converted
OPTIMUM ARBOR: Case Summary & 20 Largest Unsecured Creditors

OSI RESTAURANT: Bank Debt Trades at 6% Off in Secondary Market
OTC HOLDINGS: Discloses Terms of $50 Million Exit Facility
PARAMOUNT BANK: Closed; Level One Bank Assumes All Deposits
PEREGRINE PHARMA: Posts $7.5MM Net Loss in October 31 Quarter
PIONEER VILLAGE: PremierWest Plan Contemplates Sale of Collateral

PRINCETON OFFICE: Hearing to Consider Case Closing on May 16
QUALITY HOME: S&P Affirms 'CCC+' Corporate Credit Rating
QUEBECOR MEDIA: S&P Raises Corporate Credit Rating to 'BB'
REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
REMY INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating

REOSTAR ENERGY: Posts $993,400 Net Loss in September 30 Quarter
RHI ENTERTAINMENT: Files for Chapter 11 with Pre-Packaged Plan
RHI ENTERTAINMENT: Case Summary & 32 Largest Unsecured Creditors
RIGGING & WELDING: Court Confirms Plan of Reorganization
RIVER ROCK: S&P Downgrades Issuer Credit Rating to 'B-'

RLC INDUSTRIES: S&P Puts 'B-' Rating on CreditWatch Negative
RUMSEY LAND: Has Until December 30 to File Disclosure Statement
SAINT VINCENT: Proof of Claim Didn't Violate Automatic Stay
SAKS INCORPORATED: Moody's Upgrades Default Rating to 'B2'
SHEPPARD'S EDGE: Case Summary & 12 Largest Unsecured Creditors

SOURCECORP INC: S&P Gives Negative Outlook, Affirms 'B' Rating
SOUTH TECH: Case Summary & 3 Largest Unsecured Creditors
SPENCER CHANG: Case Summary & 8 Largest Unsecured Creditors
STERLING ESTATES: Promises 100% Recovery for Unsecureds
SUPERMEDIA INC: S&P Junks Corporate Credit Rating From 'B-'

TAMARACK RESORTS: Banc of America Looks to Reclaim 2 Chairlifts
TAYLOR BEAN: Ex-Chairman Farkas Sells Home for $2.8 Million
TENET HEALTHCARE: Rejects $3.3BB Merger Bid From Community Health
TENNECO INC: Fitch Assigns 'B+' Rating to $500 Mil. Notes
TENNECO INC: Moody's Raises Corporate Family Rating to 'B1'

TENNECO INC: S&P Assigns 'B+' Rating to $500 Mil. Senior Notes
TRICO MARINE: $7MM Tranche B Term Loan Available Until December 31
TRIUMPH CHRISTIAN: Case Summary & 5 Largest Unsecured Creditors
URS CORPORATION: Moodys' Affirms 'Ba1' Corporate Family Rating
US FOODSERVICE: Bank Debt Trades at 9% Off in Secondary Market

VALLEJO, CA: Creditors Resist Bankruptcy-Exit Plan
VITRO SAB: U.S. Units Contest Involuntary Ch. 11 Petitions
WASHEX INC: CIA Holds Sale on December 15 & 16
WEST HAVEN: Voluntary Chapter 11 Case Summary
YOUTH/ADULT CARE: Case Summary & 13 Largest Unsecured Creditors

* 2010 Bank Failures Reach 151 as Pa. and Mich. Banks Shut Friday
* S&P's Global Corp Default Tally Remains at 75 So Far In 2010

* BOND PRICING -- For the Week From Dec. 6 - 10, 2010

                            *********

24 DRAYTON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 24 Drayton Street, LLC
        24 Drayton Street, 3rd Floor
        Savannah, GA 31401

Bankruptcy Case No.: 10-42641

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: William E. Dillard, III, Esq.
                  BRENNAN & WASDEN LLP
                  P.O. Box 8047
                  411 E. Liberty Street
                  Savannah, GA 31412
                  Tel: (912) 232-6700
                  Fax: (912) 232-0799
                  E-mail: bdillard@brennanandwasden.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 Jeffrey M. Notrica, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
7 Drayton Street LLC                   10-42642  12/06/10


ATKINS NUTRITIONALS: Changes Hands Again With Roark as Buyer
------------------------------------------------------------
A new buyer is gorging on the Atkins diet. Atkins Nutritional
Holdings Inc. is being sold to private-equity firm Roark Capital
Group, Dow Jones' Small Cap report.

According to the report, Atkins now has changed hands four times
since the 2003 death of dieting pioneer Dr. Robert Atkins, and in
the wake of controversy over what critics derided as a stark,
high-fat diet fad.  The report relates that Atkins's new owners at
Atlanta-based Roark say the weight-loss program has been
misunderstood for years.

"This is not the bacon double cheeseburger and T-bone diet," the
report quoted Ezra Field, managing director with Roark Capital, as
saying.  "Atkins offers a well-known, research-based and clearly
differentiated approach to weight loss and weight management," he
added.

The four-phase program at first severely restricts many
carbohydrates, but then gradually adds them back to daily eating
while keeping tabs on what kinds of foods and which level of carbs
will optimize weight loss, the report notes.

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sells nutritional supplements under the
Atkins Advantage brand to fit the needs of all healthy, active
lifestyles.  The Company, along with Atkins Nutritionals Holdings,
Inc., Atkins Nutritionals Holdings II, Inc., and Atkins
Nutritionals (Canada) Limited, filed for chapter 11 protection on
July 31, 2005 (Bankr. S.D.N.Y. Case No. 05-15913).  Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP, represents the
Debtors in the United States, while lawyers at Osler, Hoskin &
Harcourt, LLP, represent the Debtors in Canada.  As of May 28,
2005, they listed $265.6 million in total assets and
$323.2 million in total debts.


AWAL BANK: Now Wants to Comply with Ch. 11 Disclosure Requirements
------------------------------------------------------------------
Charles Russel, LLP, London, as duly authorized foreign
representative of Awal Bank, BSC, notified the U.S. Bankruptcy
Court for the Southern District of New York of his withdrawal of
the motion to establish protocol for the Chapter 11 case.

Charles Russel, as external administrator of Awal Bank in a
Kingdom of Bahrain administration, determined that it would file
its schedules and statement of financial affairs, and seek court
approval of the compensation of the Debtor's professionals.

As reported in the Troubled Company Reporter on October 28, 2010,
the bank asked the U.S. Bankruptcy Judge Allan Gropper to rule
that the Chapter 11 case may have "very limited scope."  At a
hearing October 26, 2010, Awal's administrator asked Judge Gropper
to rule that there must be no creditors' committee and no filing
of lists of creditors.  The bank also wanted to remove the
requirement that lawyers and other professionals be retained with
approval of the bankruptcy court.  The bank believed professionals
must be paid in the foreign proceeding without U.S. bankruptcy
court approval.

Awal's administrators want the Debtor's assets collected in the
U.S. to be distributed by the court in Bahrain under foreign law.

                          About Awal Bank

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

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

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

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

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on October 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.


AWAL BANK: Seeking More Time to File Schedules and Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on December 21, 2010, at 1:00 p.m., to
consider Awal Bank BSC's request to extend its deadline to file
its schedules of assets and liabilities and statement of financial
affairs.  Objections, if any, are due December 14, at 1:00 p.m.

                          About Awal Bank

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

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

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

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

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

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


BAY CITY: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Bay City Hospitality, Ltd.
          dba Lone Star Inn
        631 S. Columbia Drive
        West Columbia, TX 77486

Bankruptcy Case No.: 10-41001

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Matthew Brian Probus, Esq.
                  WAUSON PROBUS
                  One Sugar Creek Center Blvd., Suite 880
                  Sugar Land, TX 77478
                  Tel: (281) 242-0303
                  Fax: (281) 242-0306
                  E-mail: mbprobus@w-plaw.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 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-41001.pdf

The petition was signed by Jashwantsinh L. Thakore, manager of BC
Lodging, general partner.


BEAR ISLAND: Wants Exclusivity Periods Extended to Complete Sale
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will convene a hearing on December 22, 2010, at 2:00 p.m.,
prevailing Eastern Time, to consider Bear Island Paper Co. LLC's
request to extend its exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan.  Objections, if any,
are due 5:00 p.m., on December 20, 2010.

The Debtor is asking the Court to extend its exclusive periods to
file and solicit acceptances for the plan until April 1, 2011, and
June 1, respectively.  The Debtor needs for more time to
consummate the sale of substantially all of its assets and
facilitate an orderly wind-down and disposition of the sale
proceeds and its estate.

As reported in the Troubled Company Reporter on October 19, 2010,
following an auction, the Court has affirmed Black Diamond Capital
Management LLC, as the winning bidder for the assets of Bear
Island, and its Canadian parent, White Birch Paper Co.  Black
Diamond's winning bid consisted (i) a $90 million cash payment,
allocated to the current assets, (ii) $4.5 million cash payment,
allocated to the fixed assets owned by the Canadian affiliates;
and a (iii) $78 million credit bid allocated to the fixed assets
owned by the Canadian affiliates.

                  About White Birch & Bear Island

Canada-based White Birch Paper Company is the second-largest
newsprint producer in North America.  As of December 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
February 24, 2010.  Bear Island estimated assets of $100 million
to $500 million and debts of $500 million to $1 billion in its
Chapter 11 petition.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartners LLP serves as
financial and restructuring advisors to Bear Island, and Lazard
Freres & Co., serves as investment banker.  Garden City Group is
the claims and notice agent.  Chief Judge Douglas O. Tice, Jr.,
handles the Chapter 11 and Chapter 15 cases.


BERNARD L MADOFF: Picard Settles With Charities, Non-Profits
------------------------------------------------------------
Irving H. Picard, a partner with Baker & Hostetler LLP and the
SIPA Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC has reached settlements with a number of charities
and nonprofit organizations.  To date, settlements total more than
$80 million and resolve potential claims against charities which
withdrew more than they deposited in the Madoff Ponzi scheme and,
in some cases, were the recipients of donations that were made
with other people's money.

"We are pleased that a number of nonprofit organizations came
forward to negotiate with us," said Mr. Picard.  "Through these
settlements, these admirable groups can continue with their good
works and social programs.  By settling, these charities remove
the uncertainty generated by either potential claims or
litigation, and, importantly, their donors can continue to
contribute with confidence to their favorite charities.

"While it is our legal and fiduciary duty to recover funds for
distribution to BLMIS customers with valid claims, we are mindful
of the philanthropic missions of the charities which were drawn
into the Madoff deception," said Mr. Picard.  "We consider the
good works of the charities involved, as well as special
circumstances such as restricted gift structures, when we
negotiate with these groups. We don't want to compound the damage
done by Madoff or hamper the work of these worthy organizations.

"Not only do the charities benefit by putting the Madoff fraud
behind them, but also, by settling rather than litigating, they
enable us to recover funds that belong to other BLMIS customers
sooner," Mr. Picard said.

"The law and basic fairness require that, to the degree possible,
these funds be recovered and returned," said David J. Sheehan,
counsel for the Trustee and a partner at Baker & Hostetler LLP,
the court-appointed counsel for the Trustee.

SIPC's President Stephen Harbeck stated, "SIPC believes the
settlements are practical and equitable solutions to the terrible
problems caused by Bernard Madoff.  The settlements balance the
genuine concerns of both the charities that innocently received
stolen funds, and the people who will receive distributions as a
result of these agreements."

The Trustee noted that one recent charity settlement was with the
American Jewish volunteer women's organization, Hadassah.  Subject
to Bankruptcy Court approval, the settlement will add $45 million
to the Customer Fund for equitable distribution among Madoff
customers with valid claims.  Settlements such as this one obviate
the need for litigation and resolve all claims by the Trustee
against the charities.

"Among the many sad realities of Madoff's massive crime is the
fact that charities lost millions of dollars in donor
contributions that they deposited with Madoff and never withdrew,"
said Mr. Sheehan.  "In addition, there are charities which
unknowingly withdrew, over time, more than they had deposited and,
as difficult as it is, we must work with these organizations to
recover excess withdrawals.  As the Hadassah agreement
illustrates, when working with nonprofit organizations, we seek to
craft settlements that avoid the costs and delays of litigation,
provide significant recoveries for the customer fund, and still
allow these charities to move forward with their important
charitable endeavors."

Mr. Picard again encouraged all BLMIS customers - individuals as
well as businesses and nonprofits - who are subject to recoveries
by the Trustee to come forward and try to reach an amicable
solution that takes into consideration financial circumstances,
case by case.

                   About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L MADOFF: Trustee Files Claims Against Medici Enterprise
-----------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation for Bernard L.
Madoff Investment Securities LLC disclosed the filing of a
complaint alleging violations of the federal Racketeer Influenced
and Corrupt Organizations Act in the United States Bankruptcy
Court for the Southern District of New York against members of the
"Medici Enterprise," masterminded by Sonja Kohn, principal
shareholder of Bank Medici, which includes at least six members of
her family, UniCredit, Bank Austria, and multiple trusts and
nominee companies in New York, Austria, Italy, Gibraltar and
elsewhere.

The action seeks to recover $19.6 billion (trebled under RICO) in
damages to the estate of BLMIS caused by the Medici Enterprise's
23-year criminal relationship with Bernard Madoff and its
indispensible role in facilitating his Ponzi scheme.  The
complaint alleges that more than 8,000 predicate acts, by Kohn and
her co-conspirators, violated RICO and established a pattern of
racketeering activity comprised of, among other things, money
laundering, mail and wire fraud, and financial institution fraud.
All recovered assets will be placed in the Trustee's Customer Fund
and distributed, pro rata, to BLMIS customers with valid claims.

"In Sonja Kohn, Madoff found a criminal soul mate, whose greed and
dishonest inventiveness equaled his own," said Mr. Picard. "Given
the scope of Madoff's Ponzi scheme, the deceptive nature of the
defendants, and the deliberately Byzantine structure of the Medici
Enterprise, we believe that even more information regarding the
full scope of this criminal enterprise will be revealed through
discovery."

"Sonja Kohn went by many names and operated under many guises,
creating an international network of spurious investment entities
and masterminding an illegal scheme not only to support the Madoff
fraud, but also to enrich herself, her family, and the largest
banks in Austria and Italy," said Timothy S. Pfeifer, counsel at
Baker & Hostetler LLP, the court-appointed counsel for the
Trustee.

"To potential investors, Kohn held herself out as a close friend
of Madoff and intimated that this relationship would yield special
returns for investors she referred," said David J. Sheehan,
counsel to the Trustee and a partner at Baker & Hostetler.  "In a
long-term pattern of criminal activity, Kohn began her illegal
scheme in New York almost immediately after meeting Madoff around
1985 and, from that point, operated as a BLMIS insider.  Madoff
paid her to feed money into the Ponzi scheme.  The agreement was a
secret even inside BLMIS, and Kohn took calculated measures to
distance herself and her family from the fraud."

Madoff kept records of the BLMIS accounts for which he secretly
paid Kohn. Madoff appears to have attempted to destroy these
records before he confessed on December 11, 2008.  "More than $9
billion of the Ponzi scheme's stolen capital is directly
attributable to Kohn and the Medici Enterprise.  The total amount
lost in the Ponzi scheme is approximately $19.6 billion, making
these actors arguably the single most critical building block -
the 'sine qua non' - of the Ponzi scheme," said Mr. Pfeifer.

The Medici Enterprise is a deliberately complex "association-in-
fact" that Kohn developed in and largely directed from New York.
The complaint states that, with the help of Bank Austria, Kohn
established Bank Medici in Austria as a mechanism to solicit
investors for the Ponzi scheme.  Bank Medici, of which 25 percent
is owned by Bank Austria and UniCredit, purported to be a licensed
and regulated bank in Vienna.  It was, however, a de facto branch
of Bank Austria, operating under the "Medici" name while all of
its accounts and portfolios were held and administered by Bank
Austria. Bank Austria personnel staffed Bank Medici.

The Bank Austria connection provided Kohn and Bank Medici with the
imprimatur of legitimacy they needed to feed staggering amounts of
money into BLMIS.  Bank Austria collaborated with Kohn and Bank
Medici to create numerous feeder funds, solely to direct cash to
Madoff.  For their various roles in the Medici Enterprise, the
complaint states that Bank Austria, Bank Medici, their branches,
subsidiaries, and officers and personnel received hundreds of
millions of dollars in fees, kickbacks, fictitious profits, and
other proceeds of the Medici Enterprise's illegal scheme.

The complaint states that Kohn solicited at least 30 direct
accounts for Madoff, including Primeo Fund Ltd., Thema
International Fund plc, Herald Fund SPC, Alpha Prime Fund Ltd.,
Senator Fund Ltd., and Herald (Lux) SICAV.  Together, these six
"Medici Enterprise Feeder Funds" fed almost $4 billion into the
Ponzi scheme. Madoff also paid Kohn for soliciting Harley
International (Cayman) Ltd., Plaza Investments ("Plaza"), and
Optimal Multiadvisors Ltd.  Harley fed more than $2.3 billion into
the Ponzi scheme.  Plaza fed more than a half-billion dollars into
the Ponzi scheme.  Optimal fed more than $1.6 billion to Madoff.

Today's filing outlines how Kohn and her husband owned the central
funding mechanism for the Medici Enterprise. The Kohns' Herald
Asset Management Ltd. purported to "manage" Herald Fund and
siphoned, at the very least, $100 million from its fake returns
that it distributed to other members of the Medici Enterprise.
HAM and Bank Medici further claimed that they, not Madoff, ran his
purported investment strategy.  UniCredit and Bank Austria were
aware that HAM and Bank Medici did not perform these fictitious
services.

The complaint further states that, in addition to channeling more
than $9 billion into the Ponzi scheme, Kohn and her family also
siphoned at least $62 million - and possibly many times that
amount - directly from BLMIS into their private accounts using an
elaborate network of sham entities in New York and elsewhere that
existed solely to receive secret kickbacks from Madoff.

"Kohn's intimate knowledge of Madoff's fraud is further
illustrated by her actions in the weeks and days before and after
Madoff's arrest, when she and her family, using their network of
trusts and nominee companies, attempted to launder the stolen
proceeds of her illegal scheme and conceal it.  Congress enacted
the RICO statute to address exactly the type of criminal activity
that Kohn and the other members of the Medici Enterprise
perpetrated in New York and elsewhere for more than twenty-three
years," said Mr. Pfeifer.

In addition to Mr. Sheehan and Mr. Pfeifer, the Trustee
acknowledges the contributions of the following Baker & Hostetler
attorneys who worked most closely on this extensive filing: Denise
Vasel and Marco Molina.

                      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: Son Mark Found Dead in Apparent Suicide
---------------------------------------------------------
Bernard Madoff's elder son, Mark, was found dead Saturday of an
apparent suicide on the second anniversary of his father's arrest,
according to law-enforcement officials.  According to a Wall
Street Journal report, Mark, 46, was found hanged with a dog leash
attached to a living-room-ceiling pipe in his apartment by his
father-in-law, Martin London.   There was no suicide note.

According to the Journal, Traci Billingsley, a U.S. Bureau of
Prisons spokeswoman, declined to say whether Bernard Madoff had
been notified of his son's death or whether he would be able to
attend his son's funeral.  She also declined to say whether he had
been placed in any kind of special custody status, such as a
suicide watch, following his son's death.  Ms. Billingsley said
prison policy is that inmates are notified of a relative's death
as soon as prison officials learn of them. Inmates can request a
special release to attend a close relative's funeral and those
requests are evaluated on a case-by-case basis, she said.

Mark has been among the target of clawback lawsuits filed by
Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC.

                        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.


BUCCANEER MERGER: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating for Buccaneer Merger Sub,
Inc., an entity formed by The Carlyle Group that will acquire and
ultimately merge with Syniverse Holdings, Inc., with Syniverse as
the surviving entity and the ultimate borrower of Moody's rated
debt.  Moody's also assigned Caa1 ratings to Syniverse's
$475 million of senior unsecured notes, and B1 ratings to its
$1.175 billion of senior secured loan facilities that will be used
to fund the pending acquisition.  In addition to the debt
financings, the $2.6 billion acquisition will be financed with
about $1.25 billion of equity from The Carlyle Group, with the
remainder from cash on hand.  All existing debt of Syniverse will
be repaid concurrent with the acquisition, and the corresponding
ratings will be withdrawn.  The acquisition is expected to close
in the first quarter of 2011.  The rating outlook is stable.

These ratings were assigned:

  -- Corporate Family Rating: B2
  -- Probability of Default Rating: B2
  -- $1.025 billion senior secured term loan: B1, LGD-3(34%)
  -- $150 million senior secured revolver: B1, LDG-3 (34%)
  -- $475 million senior unsecured notes: Caa1, LDG-5 (88%)

                        Ratings Rationale

The B2 corporate family rating reflects the company's high
financial leverage, driven primarily by the increased debt load
following the pending LBO, and the risk that it will be unable to
grow its EBITDA at sufficient levels to materially delever over
the next several years as rapid technological changes impact core
wireless carrier customers and pressure transaction rates.
Proforma leverage of 5.9x (using Moody's standard adjustments) as
expected at closing is significantly higher than the approximate
2.2x operating level that existed pre-LBO for the twelve month
period ended September 30, 2010.  The rating is also constrained
by declining top-line trends in the company's network services
business, as well as the company's focus on acquiring new products
and services for growth, which may limit debt reduction beyond the
mandatory 50% excess cash flow sweep attached to the company's
term loan.  Moody's estimates that leverage will remain above 5x
through early 2012.

Syniverse's high proforma leverage is mitigated, however, by the
broad diversification of its customer and revenue base, its
leading market position in interoperability and network services
for telecommunications carriers, and the strong cash generating
capabilities of the business.  The roaming business remains stable
and benefits from continued growth in smartphone usage, and the
acquisition of Verisign's messaging business has strengthened the
company's position in the still rapidly growing messaging market
and opened up more relationship opportunities with top global
carriers.

                            Liquidity

Syniverse has a good liquidity profile.  Free cash flows have
remained positive during the difficult economic environment of the
past several years.  While Moody's expects negative free cash flow
proforma for 2010 given the added LBO expenses, the company should
resume moderate free cash flow generation in 2011 and 2012.
Moody's expects cash balances to decline to approximately
$40 million by the end of 2010, from $154 million at the end of
the third quarter, as the company uses a portion of its cash to
finance the LBO.  However, cash balances will improve gradually
following the LBO, given internally generated cash and controlled
capital expenditures of approximately 8% of revenues, offset by
high interest payments related to the LBO financing.  The
$150 million revolver is expected to remain undrawn, and the
company should have ample room under its financial maintenance
covenants as governed by the senior secured bank credit facility.

                    Structural Considerations

The ratings for the debt instruments reflect both the overall
probability of default for Syniverse, to which Moody's has
assigned a B2 PDR, and an average mean family loss given default
assessment of 50%, in line with Moody's LGD Methodology.  The
senior secured facilities are secured by a first priority interest
in and lien on substantially all Syniverse's assets.

The Company's senior secured debt is rated B1 (LGD3-34%), one
notch above the B2 CFR.  The B1 (LGD3-34%) rating for Syniverse's
senior secured bank facility benefits from the junior capital
cushion provided by the $475 million of senior unsecured notes.
The senior secured debt, which represents about 68% of the total
debt outstanding, benefits from a pledge of assets and stock of
Syniverse's directly and indirectly owned subsidiaries.

The Caa1 rating for the senior unsecured notes and their loss
given default assessment of LGD5-88% reflect the junior-ranking
position of their claim in the consolidated capital structure.
The notes benefit from the guarantees of Syniverse's subsidiaries,
on a senior unsecured basis.

                          Rating Outlook

The stable outlook reflects Moody's expectation that Syniverse's
business will continue to be fairly resilient despite the global
economy.  Moreover, the outlook incorporates the favorable
underlying trends for the company's core wireless connectivity and
interoperability services, and the ensuing expectation that the
company will continue to generate free cash flow and modestly
delever following the LBO.

                What Could Change the Rating -- Up

Given the company's significant leverage, Moody's does not
anticipate upward rating momentum at this time.  However, ratings
could experience upward pressure if the company materially reduces
and maintains leverage below 4.5x.

               What Could Change the Rating -- Down

The ratings could face downward pressure if the company no longer
generates revenue growth, or free cash flow-to-debt fails to
return to levels above 5% in the next two years.  Should leverage
remain near 6x for an extended period following the LBO, and/or
liquidity be strained in any way, Moody's would consider a
downward rating action.

This is the first rating action for the post-acquisition entity,
Buccaneer Merger Sub, Inc. Moody's had previously rated the to-be-
acquired entity, Syniverse Holdings, Inc., for which a Ba3 CFR is
currently maintained (and the ratings for which will be withdrawn
upon completion of the pending financing and acquisition
transactions, and corresponding repayment of all obligations
thereunder) and the last rating announcement was for which was
September 9, 2010 when Moody's changed the outloook on Syniverse's
rating sto Positive from Stable.

Based in Tampa, Florida, Buccaneer Merger Sub, Inc. (and
ultimately Syniverse Holdings, Inc, with whom Buccaneer Merger
Sub, Inc. will merge and which will be the surviving entity;
Syniverse) is a provider of technology outsourcing to wireless
telecommunications carriers with annualized revenues of
$619 million for the period ending September 30, 2010.


BUD'S CAR WASH: Cash Use Extended Until February 2
--------------------------------------------------
Judge Duncan W. Keir signed a stipulation and consent order
extending the final order authorizing Bud's Car Wash Mountain
Road, LLC., et al.'s use of cash collateral.  The Debtor's
authority to use cash collateral is authorized through the earlier
of February 2, 2011, or the occurrence of a Termination Event,
pursuant to the terms and conditions set forth in the Final Cash
Collateral Order.  Prior to making any modifications to the budget
attached to the Final Cash Collateral Order, the Debtors will
provide written notice of the modifications to the Official
Committee of Unsecured Creditors.

On September 22, 2010, the Committee requested that the Court
modify the Final Cash Collateral Order by (i) authorizing use of
cash collateral through a shorter period of time and (ii)
requiring that any modifications to the budget be approved in
writing by the Committee prior to the modifications.

On October 6, 2010, by consent among the Debtors, the Creditors
Committee and Harford Bank, a Stipulation and Consent Order
Extending Final Order Authorizing Cash Collateral was entered by
the Court.  By its terms, the October 6 Consent Order expires on
December 4, 2010.

A copy of the December 7 Stipulation and Consent Order is
available at http://is.gd/itBDBfrom Leagle.com.

Based in Cockeysville, Maryland, Bud's Car Wash Mountain Road,
LLC, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
10-26052) on July 16, 2010.  James Greenan, Esq., at McNamee,
Hosea, et al., in Greenbelt, serves as bankruptcy counsel.
According to its schedules, assets total $45,723 while debts total
$4,629,977.


CALIFORNIA HOUSING: Moody's Junks Rating From 'B2'
--------------------------------------------------
Moody's Investors Service has downgraded the rating on the
California Housing Loan Insurance Fund from B2 to Caa3.

                        Ratings Rationale

The action is based on the sharp decline in performance of the
single family mortgage insurance portfolio insured by CalHLIF, a
decline in CalHLIF's capital position due to an increase in
insurance claims paid, and projections that future claims may lead
to shortfalls in funds available for claims payments in the
future.  The outlook is negative due to the continued level of
mortgage delinquencies which leads to uncertainty over the levels
of potential claims to be experienced.

No debt is affected by this rating.  Moody's ratings of debt of
the California Housing Finance Agency, including the rating on
CalHFA's Home Mortgage Revenue Bonds (rated A3 with a negative
outlook), the largest beneficiary of CalHLIF insurance, already
incorporate a weakened position of CalHLIF.

                             Overview

CalHLIF is an insurance fund established by statutes of the State
of California and authorized to provide mortgage insurance for
residences in the state.  CalHLIF is administered by CalHFA but is
capitalized separately from the California Housing Finance Fund,
under which CalHFA operates its revenue bond and other housing
finance programs.  CalHLIF's insurance book consists of two parts:
primary mortgage insurance and "gap" mortgage insurance.

CalHLIF had PMI as of 12/31/09 (CalHLIF's most recent audited
financial statements) on approximately $2.49 billion outstanding
principal amount of single family mortgage loans, substantially
all of which were originated under CalHFA's single family mortgage
program for persons of low and moderate income in California.
Approximately 90% of the policies (by mortgage principal) provide
coverage for up to 35% of allowable loss on defaulted mortgage
loans; the balance of the policies provide coverage for up to 50%
of allowable loss.  As to PMI policies covering over 95% of the
book by insured principal, CalHLIF benefits from reinsurance from
Genworth Mortgage Insurance Corp. (Baa2, negative outlook).  The
Genworth reinsurance covers 75% of the loss on each insured loan
on a quota-share basis.  Risk in force to CalHLIF as of
December 31, 2009, after benefit of the Genworth reinsurance, was
approximately
$238 million.

In addition, CalHLIF has "gap" insurance outstanding, subject to a
certain level of indemnification for gap claims provided by
CalHFA.  CalHFA's primary financing program for single family
mortgage loans is the HMRB program, which provides for mortgage
insurance covering at least 50% of delinquent principal on
mortgage loans (other than loans with FHA insurance) that go to
claim.  The gap insurance satisfies this requirement; for mortgage
loans with 35% policies, gap insurance covers an additional 15% of
mortgage principal after recovery on PMI and foreclosure, and for
loans without PMI (primarily loans with loan-to-value ratios below
80%) the gap insurance covers losses of up to 50% of mortgage
principal after foreclosure.  CalHFA provides indemnification to
CalHLIF for gap claims; in March, 2010, CalHFA limited the amount
of funds available in support of the indemnification to
$135 million including claims paid.

Sharp Decline Mortgage Loan Performance, Offset by Active
Portfolio Management Aided with Federal HHF Funds, Drives
Increased Claims

CalHLIF's declining financial performance reflects the severe
decline in performance of the underlying portfolio of mortgage
loans in CalHFA's single family portfolio.  Serious delinquencies
(90 days + and in foreclosure) in the CalHLIF PMI-insured
portfolio increased from 2.86% at 6/30/08 to 11.59% at 6/30/09,
and reached 16.4% as of 12/31/09.  Such delinquencies have since
declined and stood at 14.12% as of 9/30/10.  For all CalHFA
conventional loans (including both those with CalHLIF PMI and gap
insurance and those with gap insurance alone) serious
delinquencies increased from 1.97% at 6/30/08 to 7.74% at 6/30/09,
reaching 11.25% as of 12/31/09 and then declining to 9.75% as of
9/30/10.

The improvement in delinquency statistics between December 2009
and September 2010 reflects very active asset management by
CalHFA.  Since early 2009 CalHFA has significantly increased its
staff and capacity dedicated to delinquent loan servicing, and has
decreased the timeframes from initial delinquency to disposition,
thus working to contain losses.  The size of the PMI- insured
portfolio has decreased as a result of amortization and
foreclosure-related prepayments, from approximately 9,100 loans at
12/31/09 to approximately 7,900 (from approximately $2.5 billion
to $2.13 billion in insured principal; not including REO).  The
number of seriously delinquent loans decreased from approximately
1,300 to 1,000 over this period, reflecting progress in working
through the delinquent portfolio.  CalHFA continues to report that
Genworth has paid claims on substantially all reinsured loans for
which claims were properly submitted; rescissions have been
limited to approximately 21 over the life of the program.  Moody's
analysis assumes the continued benefit of Genworth reinsurance
going forward.

Going forward, the U.S. Treasury's commitment to provide a total
of $1.98 billion of Hardest Hit Funds has the potential to be a
significant positive in CalHFA's efforts to reduce mortgage
losses, which may potentially reduce insurance claims to CalHLIF.
Under the HHF initiative, the U.S. Treasury provided funds to
CalHFA for use in providing relief to distressed homeowners.
CalHFA's program, launched in October, 2010, offers relief in
different forms (which may be combined for a particular
homeowner), including temporary subsidy of mortgage payments for
unemployed homeowners, funds to bring delinquent loans current,
assistance with relocation, and principal reduction (up to a
maximum benefit of $50,000 per borrower).  Although the size of
the award is significant, the impact of HHF on CalHLIF is
difficult to quantify at this time.  The funds are available to
lenders statewide; because CalHFA borrowers may meet the general
eligibility criteria under the HHF initiative, a portion of the
funds could benefit CalHLIF-insured loans.

Financial Position Eroded by Increased Claims, which May Exceed
                       Available Resources

Increases in insurance claims have significantly eroded CalHLIF's
financial position, and this trend is expected to continue through
2010 and 2011.  Based on audited financial statements as of
12/31/09, CalHLIF's insurance reserve held cash and investments of
$65.29 million, down 16.88% from $78.55 million as of 12/31/08.
Fund equity declined to $194 thousand, down from $54.15 million,
as the Fund's Reserve for Losses was increased from $25.99 million
to $62.96 million.  CalHLIF had an operating loss for the year
ended 12/31/09 of $53.96 million, as compared with an operating
loss of $16.87 million for the year ended 12/31/08, as the
increase in loss and loss adjusted expenses net of recoveries
exceeded operating revenues by a significant margin.  Operating
revenues declined to $21.82 million for the year ended 12/31/09
from $25.4 million for the year ended 12/31/08, as premiums earned
declined from $22 million to $20.89 million and investment
earnings (reflecting very low interest rates) declined from
$2.4 million to $924 thousand.

For the year ended 12/31/08, CalHLIF reported PMI claims paid (net
of reinsurance) of approximately $4 million; this increased to
approximately $24 million for the year ended 12/31/09; in 2010
through 6/30/10, claims paid were approximately $19.3 million.
Gap claims also increased from approximately $1 million in 2008 to
$22.8 million in 2009, and had reached $31.8 million in 2010 by
6/30/10.

Based on these trends Moody's believes that insurance claims may
exceed funds available to CalHLIF for claims payments to levels
consistent with the rating being assigned.  Moody's project
potential PMI claims, net of reinsurance, in excess of
$100 million, compared with funds available in insurance reserve
as of 12/31/09 of approximately $65 million, which could lead to
shortfalls as early as 2011.  Future premium income will offset
potential losses over time, although the size of the insured
portfolio is declining.  Gap insurance claims payable may exceed
$200 million over time, which may lead to shortfalls in claims
payments in the future even after taking into account the funds
provided by CalHFA in furtherance of its indemnity agreement.

                             Outlook

The outlook is negative based on the continued high level of
delinquencies and insurance claims being experienced, leading to
uncertainty as to the level of losses to be experienced in the
future.

                What could change the rating -- Up

A significant decrease in insurance claims, reflecting decreases
in loan delinquencies and foreclosures, and success by CalHFA and
CalHLIF in moderating insurance claims through claims management
and application of HHF funds

Stabilization of or increases in CalHLIF's reserve balances, to
that they equal or exceed projected claims payments

               What could change the rating -- Down

Increases in insurance claims beyond projected levels, reflecting
continued or increasing levels of loan delinquencies and
foreclosures and limited success in moderating claims through
claims management and application of HHF funds

Further decline of CalHLIF's reserve balances, to levels that
increase projected shortfalls against potential claims

Significant further downgrade or other developments relating to
Genworth Mortgage Insurance Corporation, to an extent that affects
the benefit assumed from reinsurance obligations in the ratings
analysis

Significant further downgrade or other developments relating to
CalHFA, to an extent that affects the benefit assumed from gap
insurance indemnification in the ratings analysis


CENTAUR LLC: Reaches Deal With Committee on Chapter 11 Plan
-----------------------------------------------------------
Centaur, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve stipulation to resolve the
challenges of the Official Committee of Unsecured Creditors on the
validity of the prepetition liens and claims of the prepetition
lenders.

The settlement was entered among the Debtors, the Committee, and
Credit Suisse AG, Cayman Islands Branch, as administrative agent
and collateral agent for lenders that provided first lien
revolving credit and term loans prepetition.

To effectuate the Settlement Agreement dated December 7, 2010, the
Debtors will amend the Fourth Amended Chapter 11 Plan of
Reorganization for Centaur, LLC, and its affiliates.

The Plan provides for, among other things, an improved treatment
of second lien claims (Class 3), Valley View Downs unsecured
claims (Class 5), and general unsecured claims (Class 6).  It also
provides for modifications to the litigation trust created under
the Plan.

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

                        About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
10799) on March 6, 2010.  The Company estimated its assets and
debts at $500 million to $1 billion as of the Petition Date.
Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy,
Esq., at White & Case LLP, serve as counsel to the Debtors.

A group of affiliates led by Valley View Downs, LP, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 09-13761) on
October 28, 2009.  Valley View estimated assets and debts at
$100 million to $500 million in its Chapter 11 petition.


CHARTER COMMUNICATIONS: Fitch Puts 'BB-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned an initial 'BB-' Issuer Default Rating
to Charter Communications Operating, LLC, an indirect wholly owned
subsidiary of Charter Communications, Inc.  Additionally, Fitch
has assigned initial ratings to the debt outstanding at Charter's
various subsidiaries, including assigning a 'BB+' rating to CCO's
senior secured credit facility and its senior second lien notes.
The Rating Outlook for all of Charter's ratings is Stable.
Approximately $13.25 billion of debt (principal value) outstanding
as of Sept. 30, 2010, is affected by Fitch's action.

Fitch's ratings incorporate Charter's more viable capital
structure, increased financial flexibility and improved liquidity
profile following the company's emergence from Chapter 11
bankruptcy protection on Nov. 30, 2009.  Through the bankruptcy
process, Charter reduced debt by approximately $8 billion and
lowered cash requirements for interest payments by more than
$800 million, positioning the company to generate sustainable
levels of free cash flow (defined as cash flow from operations
less capital expenditures and dividends).  During the first nine
months of 2010, Charter generated approximately $474 million of
free cash flow.  Fitch expects that Charter's operating profile,
characterized by slowing revenue generating unit growth, mid-
single digit revenue growth, and stable operating margins and
capital intensity metrics, will support consistent levels of free
cash flow generation during Fitch's rating horizon.  Fitch
believes that Charter will generate free cash flow in excess of
$500 million during 2011 and over $700 million in 2012.

Debt outstanding as of Sept. 30, 2010, totaled $13.25 billion
(principal value), of which 52% was senior secured.  Outstanding
debt adjusted for Charter's pre-payment of a portion of the
outstanding amount under CCO's senior secured credit facility was
approximately $12.6 billion as of Sept. 30, 2010.  Leverage for
the latest 12 months period ended Sept. 30, 2010, was 5.2 times,
and 5.0x on a pro forma basis adjusting for the debt prepayment,
reflecting a modest decline from 5.3x as of Dec. 31, 2009.
Charter's debt structure consists of a series of holding companies
and one primary operating company, CCO.  The holding company
structure is a hold over from the company's pre-bankruptcy
structure.  Fitch anticipates Charter's debt structure will evolve
into a more traditional hold-co / op-co structure, with senior
unsecured debt issued by CCO Holding LLC and senior secured debt
issued by CCO while eliminating the second lien tier of the
company's debt structure and reducing Charter's overall reliance
on secured debt.  Currently, the debt issued at CCO, consisting of
the senior secured credit facility and the second lien notes is
the most senior debt within Charter's capital structure and is
guaranteed by CCOH and CCO's subsidiaries.  The balance of
Charter's debt is issued at CCOH and CCH II, LLC and is not
guaranteed by CCO, but does have a guaranty from Charter.  Fitch
believes that Charters credit profile will improve modestly during
the ratings horizon with leverage declining to 4.9x as of year end
2010 and 4.6x by the end of 2011.

During the course of 2010, Charter's debt levels have remained
relatively consistent as the company focused on extending its
debt maturity profile, particularly the debt scheduled to mature
during 2013 and 2014 which as of Dec. 31, 2009 approximated
$10.4 billion, representing approximately 77% of Charter's total
debt outstanding.  During 2010, Charter successfully refinanced
or extended the final maturity date of approximately $5.6 billion
of debt that was originally scheduled to mature during 2013 and
2014.  As of Oct. 1, 2010, $15 million of debt matures during
the remainder of 2010, $58 million is scheduled during 2011, $1.2
billion in 2012, $268 million during 2013 and $3.8 billion is
scheduled to mature during 2014.

Overall Fitch's ratings reflect Charter's elevated financial
leverage (relative to other large cable multiple system
operators), a comparatively weaker subscriber clustering profile
and service penetration rates that lag behind industry leaders.
The ratings are supported by Charter's size and scale as the
fourth largest cable MSO in the United States, stable liquidity
position and the previously noted expectation for free cash flow
generation.  Within the context of existing competitive pressures
and weak housing formation and employment environment, the ratings
incorporate Fitch's expectation that Charter's strategic
investments in its cable plant will ultimately yield an improved
product and service offering that will strengthen the company's
competitive position and ability to retain subscribers while
enhancing operating margins.  Key among the strategic investments
is the deployment of Switched Digital Video and DOCSIS 3.0.  While
these investments have suppressed EBITDA margin during the near
term, the initiatives will position the company to increase
overall bandwidth capacity of its plant to offer additional high
definition and video-on-demand content and faster high speed data
services and improve Charter's overall competitive position.  As
of the end of the third quarter, Charter had deployed DOCSIS 3.0
to approximately 35% of its service area and intends to end 2010
with having the technology deployed to approximately 54% of homes
passed.  Charter's video service strategy is focused on the 'TV
Everywhere' concept that has taken hold at most of the major cable
MSOs during 2010.  Charter is in the final stages of developing
its next generation video platform including developing cross
platform applications and launching trials of TV Everywhere.

Ratings concerns center on Charter's ability to maintain its
relative competitive position, growing revenues beyond its core
'Triple Play' service offering, efficiently managing its cable
plant bandwidth to provide the company with sufficient service
flexibility to maintain its competitive position, and continuing
to balance investing in its business with improving its overall
credit profile.  Within its video business, Charter faces
competition from two direct broadcast satellite providers --
DIRECTV and DISH -- as well as the facilities based video
offerings from AT&T, Inc. (T) and Verizon Communications, Inc.
(VZ).  Charter competes with T and VZ for high speed data
subscribers as well as telephony customers.  T and VZ continue to
expand their respective fiber based deployments and as of the end
of the third quarter of 2010 (3Q'10), Charter estimates that it
competes with either T or VZ in approximately 27% to 31% of the
company's homes passed.  The bulk of the competitive overlap
however is with T as Verizon's FiOS platform is available to only
2% to 3% of Charter's homes passed.  The competition, along with
weak employment and housing market conditions, will continue to
weigh on year-over-year subscriber growth metrics.

Charter's liquidity position is adequate given the current rating
and is supported by cash on hand (totaling $655 million as of
Sept. 30, 2010), borrowing capacity from CCO's $1.3 billion
revolver (available for borrowing was approximately $1.2 billion
as of Sept. 30, 2010) and expected free cash flow generation.  As
of Sept. 30, 2010, Charter had the capability to draw its entire
available revolver and maintain compliance with leverage
maintenance tests.  Key financial covenants include maintenance
tests for total leverage (5.0x) and senior secured (first lien
4.0x) leverage measured at the CCO level of Charter's debt
structure.  As of Sept. 30, 2010, CCO was in compliance with the
covenants contained in its senior secured credit facility as well
as the covenants contained within its other debt issues.  Fitch
estimates CCO total leverage of 3.2x - compared to a maintenance
test of 5.0x and first lien leverage of 2.6x - compared to a
maintenance test of 4.0x.  The test is based on Charter's 3Q'10
EBITDA of $666 million (adjusted for management fee expense, stock
compensation expense and other one time expenses) on and latest
quarter annualized basis.

The notching of the ratings assigned to the senior secured credit
facility and the second lien notes relative to the IDR reflect the
structural seniority of the debt issued by CCO and the strong
recovery prospects based on superior asset valuations that secure
the bank facility and the second lien notes.  Fitch recognizes
that the second lien notes and the CCOH secured term loan are
junior to the bank facility, but there is not a sufficient
difference of recovery prospects, based on asset coverage in
Fitch's estimation, to warrant notching.

The Stable Outlook reflects Fitch's belief that the company will
continue to extend its maturity schedule and Fitch's expectation
that Charter's operating profile will not materially decline
during the near term in the face of competition and poor housing
and employment conditions.

Fitch has assigned these ratings with a Stable Outlook:

CCH II, LLC

  -- IDR at 'BB-';
  -- Senior unsecured debt at 'B+'.

CCO Holdings, LLC

  -- IDR at 'BB-';
  -- Senior secured term loan at 'BB+'
  -- Senior unsecured debt at 'BB-'.

Charter Communications Operating, LLC

  -- IDR at 'BB-';
  -- Senior secured credit facility at 'BB+';
  -- Senior secured second lien notes at 'BB+'.


CHRISTENSEN REALTY: Court Approves Access to Cash Collateral
------------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho, in a court minute in a hearing held December 1,
2010, authorized Christensen Realty & Investment, LLC, to access
cash collateral until May 2011.

Mountain West Bank and McAlvain Construction, owed for prepetition
debts of the Debtor, claim an interest in the Debtor's cash,
consisting of rents, parking fees and related payments, whether
the same are paid or payable, for the operation of the facility
owned by the Debtor, consisting of a parking garage on Bannock
Street in Boise, Idaho.

The Court's order authorizing access to the Prepetition Lenders'
cash collateral also provides that the Debtor is also authorized
to assume the lease with Washington Trust Bank.  Washington Trust
Bank is directed to remit all rentals to the Debtor, who is
directed to deposit them in its cash collateral account and to use
them only for the purposes set forth in the budget.

A full-text copy of the Budget is available for free at

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

As adequate protection for any diminution in value of the Lenders'
collateral, the Debtors will remit $52,689 per month to Mountain
West Bank when the rental is received or when funds are available
to do so, whichever is first.

Mountain West Bank and McAlvain Construction will have a security
interest in Debtor's postpetition rents and accounts to the same
extent that they had prepetition in the collateral with the lien
priority they had prepetition.

               About Christensen Realty & Investment

Boise, Idaho-based Christensen Realty & Investment, LLC, dba 9th &
Bannock Garage, filed for Chapter 11 protection on August 10, 2010
(Bankr. D. Idaho Case No. 10-02537).  D. Blair Clark, Esq., at the
Law Offices of D. Blair Clark PLLC, represents the Debtor.  The
Debtor disclosed $10,626,402 in assets and $8,352,772 in
liabilities as of the Chapter 11 filing.


CHRISTENSEN REALTY: Promises to Pay Creditors from Cash Flow
------------------------------------------------------------
Christensen Realty Investment, LLC, submitted to the U.S.
Bankruptcy Court for the District of Idaho a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Debtor proposes to pay
creditors from operations cash flow, future income from the use of
its garage and office space and the leasing and renting of the
same, and sale of parking permits for the facility, by
surrendering the company or its assets to the two secured
creditors, Mountain West Bank and McAlvain Construction.

Under the Plan, the Debtor proposes to treat secured claims on
these terms:

* Ada County Treasurer -- the property taxes for the Debtor's
   parking garage and office space will be paid by December 30,
   2010, for the first half of the taxes due.

*  Mountain West Bank and McAlvain Construction -- upon the
   effective date, these will occur:

    A. All of the membership interests in Debtor will be
       terminated.

    B. A new corporation will be established, capitalized with
       10,000 shares of common stock.

    C. Mountain West Bank will be issued 1 share for every $1,000
       of indebtedness.  McAlvain Construction will be issued
       1 share for every $1,000 of indebtedness.

    D. Upon the effective date, the new corporation will receive a
       Warranty Deed, subject to current liens and encumbrances,
       for the parking structure and appurtenances owned by
       Debtor.

    E. The Debtor's member will retain no further interest in and
       to the Debtor or its assets.

    F. The indebtedness owed will be deemed fully satisfied by the
       issuance of the stock.

If the value of the collateral or setoffs of secured creditors Ada
County Treasurer, Mountain West Bank, and McAlvain Construction,
Inc., are less than the amount of the creditors' allowed claims,
the deficiency will be classified as general unsecured claims.

The Debtor believes that there are no general unsecured claims,
but in case some arise or are claimed, the Debtor will set up a
fund for treatment thereof.  Unsecured claims will receive a pro
rata share of $10,000, payable upon the effective date.

All current equity interest holders' rights will be terminated as
of the effective date of the Plan.

A full-text copy of the Disclosure Statement and Plan are
available for free at:

    http://bankrupt.com/misc/ChristensenRealty_DS.pdf
    http://bankrupt.com/misc/ChristensenRealty_Plan.pdf

               About Christensen Realty & Investment

Boise, Idaho-based Christensen Realty & Investment, LLC, dba 9th &
Bannock Garage, filed for Chapter 11 protection on August 10, 2010
(Bankr. D. Idaho Case No. 10-02537).  D. Blair Clark, Esq., at the
Law Offices of D. Blair Clark PLLC, represents the Debtor.  The
Debtor disclosed $10,626,402 in assets and $8,352,772 in
liabilities as of the Chapter 11 filing.


CINRAM INT'L: Bank Debt Trades at 22% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cinram
International, Inc., is a borrower traded in the secondary market
at 77.70 cents-on-the-dollar during the week ended Friday,
December 10, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.40 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 26, 2011, and
carries Moody's B3 rating and Standard & Poor's CCC+ rating.  The
loan is one of the biggest gainers and losers among 201 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

With headquarters in Toronto, Ontario, Canada, Cinram
International, Inc., is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.

Cinram carries a 'Caa1' corporate family rating and a 'Caa2'
probability of default rating from Moody's Investors Service.

In June 2010, Moody's downgraded Cinram's speculative grade
liquidity rating to SGL-4 (indicating poor liquidity arrangements)
from SGL-3 (indicative of adequate liquidity arrangements) as a
consequence of the company's revolving credit facility being due
within the next four quarters.  While the company has likely
initiated refinance discussions and Moody's expect management to
fully address this matter, the May 5, 2011 maturity date of the
company's credit facility mandates the SGL rating downgrade --
this is despite a sizeable cash balance ($134 million at March 31,
2010).

According to Moody's, the primary ratings influence is the
company's need to reinvent itself as the financial viability of
its core activity, CD and DVD replication, gradually wanes.


CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 79.75 cents-on-the-dollar during the week ended Friday,
December 10, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.39 percentage points from the previous week, The Journal
relates.  The Company pays 365 basis points above LIBOR to borrow
under the facility.  The bank loan matures on January 30, 2016,
and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 201 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Clear Channel

s.

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel's balance sheet at June 30, 2010, showed
$17.287 billion in assets, $24.496 billion in total liabilities
and a shareholders' deficit of $7.209 billion.

                           *     *     *

Clear Channel Carries a Caa2 corporate family rating from Moody's
Investors Service and an issuer default rating of 'CCC' from Fitch
Ratings.

Fitch said on November 22, 2010, that its ratings concerns center
on the company's highly leveraged capital structure, with
significant maturities in 2014 and 2016; the considerable interest
burden that pressures free cash flow generation; technological
threats and secular pressures in radio broadcasting; and the
company's exposure to cyclical advertising revenue.  The ratings
are supported by the company's leading position in both the
outdoor and radio industries, as well as the positive fundamentals
and digital opportunities in the outdoor advertising space.


CLEARWIRE CORP: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Kirkland, Washington-based wireless carrier
Clearwire Corp. to 'CCC+' from 'CCC'.  At the same time, S&P
removed the ratings from CreditWatch, where they were placed with
developing implications on Nov. 9, 2010, following the company's
disclosure with the Securities and Exchange Commission regarding
the uncertainty about its ability to obtain additional capital and
continue as a going concern.  The outlook is developing.

At the same time, S&P raised the issue-level ratings on
Clearwire's $2.7 billion of senior secured notes, including the
$175 million tack-on notes, to 'CCC+' from 'CCC'.  Total debt
outstanding is about $4.1 billion.

The upgrade follows the successful completion of Clearwire's
$1.325 billion notes offering consisting of $175 million tack-on
first-lien senior secured notes due 2015, $500 million senior
secured second-lien notes due 2017, and $650 million exchangeable
notes due 2040.

Based on S&P's estimates of the company's operating cash outflows
and capital spending requirements," said Standard & Poor's credit
analyst Allyn Arden, "S&P believes these proceeds should be
sufficient to provide Clearwire with enough liquidity to fund its
business plan at least through the middle of 2012."  However, S&P
does not believe it will adequately address the company's longer
term funding requirements, especially if it plans to expand its
wireless network to more U.S. markets beyond the 120 million
population equivalents currently expected by year-end 2010.

"Moreover," added Mr. Arden, "S&P believes there would still be
substantial execution risk associated with Clearwire's business
plans, given its position as a developmental-stage company
operating in a highly competitive industry, as well as the
uncertain prospects of its WiMax technology."


COLONIAL BANCGROUP: FDIC Wants Use of BB&T Cash Deposit Denied
--------------------------------------------------------------
The Federal Deposit Insurance Corporation, in its capacity as
receiver for Colonial Bank, Montgomery, Alabama, asks the U.S.
Bankruptcy Court for the Middle District of Alabama to deny The
Colonial BancGroup, Inc.'s request to use the balance in a deposit
account.

As reported in the Troubled Company Reporter on November 29, 2010,
the Debtor requested to use cash of approximately $12.5 million in
its operating account at Branch Banking and Trust Company.  The
Debtor proposes to grant replacement liens for the cash used.

The Debtor and the Official Committee of Unsecured Creditors will
use the funds subject to certain "bank deposit orders" for funding
the Debtor's Chapter 11 case.  The Debtor will use the money to
pay the operating expenses and the fees and expenses of
professionals to the extent payable under applicable orders of the
Court.

In opposing the use of the funds, the FDIC-Receiver says any
hardship now claimed by the Debtor must not be borne by the FDIC-
Receiver.  According to the Debtor's most recent monthly operating
report, a total of $4,630,565 has been paid through November 11,
2010, for fees and expenses for professionals retained by the
Debtor and the Committee.  The FDIC-Receiver already has consented
to the use from the account of nearly $2 million to pay for the
substantial professional fees, even though it is the target of
most of the Debtor's and the Committee's litigation activity.  Any
lack of cash to pay for the significant overhead of this chapter
11 case is the product of decisions by the Debtor and the
Committee and does not justify the forfeiture of the FDIC-
Receiver's valuable enforcement rights under non-bankruptcy law.

The FDIC adds that if the $4.6 million that already has been spent
for professional fees is not sufficient for the Debtor's and
Committee's professionals to properly conduct the case, then the
remedy under the Bankruptcy Code is conversion of the case to a
liquidation under chapter 7.

Finally, the Debtor failed to meet its burden to establish that
the FDIC-Receiver will receive adequate protection.

                  About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor.  The
Debtor disclosed $45 million in total assets and $380 million in
total liabilities as of the Petition Date.


COMPUCOM SYSTEMS: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Dallas-based CompuCom Systems Inc., and
removed it from CreditWatch, where it was placed with negative
implications on Sept. 22, 2010.  The CreditWatch removal reflects
recent revenue and earnings growth, and improving cash flow.

"The ratings on CompuCom reflect S&P's expectation that consistent
earnings and an improving business mix of higher margin services
revenues will continue to support the current rating," said
Standard & Poor's credit analyst Martha Toll-Reed, "despite the
company's aggressive financial profile and currently limited
covenant headroom."


CONCHO RESOURCES: Moody's Assigns 'B3' Rating to $350 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Concho Resources
Inc.'s proposed offering of $350 million Senior Notes due 2021.
The Speculative Grade Liquidity rating was raised to SGL-2 from
SGL-3 and the rating outlook is negative.

                        Ratings Rationale

The B3 rating on the new notes reflects Concho's stated intention
to use the net proceeds from the offering to reduce borrowings
under its credit facility, resulting in no change in total debt
since the last rating action on December 6, 2010, when the
company's ratings were confirmed with a negative outlook.  It also
considers the positive impact of the approximately $200 million
equity issuance on Concho's continuing progress toward reducing
its leverage.  Net proceeds from the offering are being used to
reduce borrowings under the credit facility thereby reducing total
debt and leverage on production and reserves.  The change to SGL-2
from SGL-3 recognizes the increased availability under the credit
facility resulting from both transactions.

"The issuance of both the new notes and the common equity
demonstrates Concho's continuing progress toward reducing its
leverage on production and reserves while enhancing its liquidity
profile" commented Jonathan Kalmanoff, Moody's Analyst.

Concho has good liquidity through 2011.  The company plans to
spend mostly within cash flow (excluding acquisitions) and has a
senior secured credit facility with a borrowing base as of
October 2010 of $2 billion and a negligible cash balance.  At
September 30, 2010 (pro-forma for the October 2010 Marbob
acquisition, the December 2010 Permian Basin asset sale, the
December 2010 issuance of $350 of senior unsecured notes, and the
December 2010 issuance of $200 million of common equity) there was
$1 billion of availability under the facility and Concho had
significant headroom under the leverage ratio and current ratio
covenants.  There are no debt maturities until July 31, 2013, when
the credit facility matures.  Substantially all of Concho's assets
are pledged as security under the credit facility which limits the
extent to which asset sales could provide a source of additional
liquidity if needed.

Concho's ratings are supported by its oil focus, strong
operational track record with low F&D costs, seasoned management
team with extensive experience in the Permian Basin, its history
of material leverage reduction following acquisitions, and Moody's
expectation of continuing leverage reduction through 2011 from
highly elevated levels following the October 2010 Marbob
acquisition.  The ratings also consider the company's aggressive
growth strategy and geographic concentration in the Permian Basin.

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

The B3 senior unsecured note rating reflects both the overall
probability of default of Concho, to which Moody's assigns a PDR
of B1, and a loss given default of LGD5-85% (changed from LGD6-
91%).  The size of the $2 billion senior secured revolver's
potential priority claim relative to the senior unsecured notes
results in the notes being rated two notches beneath the B1 CFR
under Moody's Loss Given Default Methodology.

The last rating action on Concho was on December 6, 2010, when its
Corporate Family Rating and senior unsecured note ratings were
confirmed with a negative outlook.

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


CONCHO RESOURCES: S&P Assigns 'BB' Rating to $350 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Concho Resources Inc.'s proposed $350 million senior
unsecured notes due 2021.  S&P also assigned a '3' recovery rating
to this debt, indicating S&P's expectation of meaningful (50% to
70%) recovery in a payment default.

Concho Resources plans to use proceeds from the debt offering as
well as the recent equity offering, announced on Dec. 7, 2010, to
repay a portion of the existing indebtedness under its $2 billion
credit facility.  The existing credit facility agreement permits
the company to issue up to $600 million of senior unsecured notes.
However, an increase in the offering above $400 million could
lower the expected recovery rating to '4', indicating S&P's
expectation of average (30% to 50%) recovery in a payment default,
but would not result in any change in the issue ratings.

The corporate credit rating on Concho Resources is 'BB' and the
outlook is stable.  The ratings on Concho Resources Inc. reflect
its good reserve replacement performance, solid production growth,
and a favorable production mix given the current hydrocarbon price
environment.  Standard & Poor's ratings on the company also
reflect its concentrated reserve base and participation in the
highly cyclical and capital-intensive exploration & production
industry.

                           Ratings List

                      Concho Resources Inc.

    Coroporate credit rating                    BB/Stable/--

                            New Rating

         Proposed $350 mil sr unsecd nts due 2021    BB
          Recovery Rating                            3


CONSTELLATION ENERGY: Moody's Puts Ba1 Sub. Debentures Rating
-------------------------------------------------------------
Moody's Investors Service assigned a rating of Baa3 to the new
senior unsecured note issuance of Constellation Energy Group, Inc.
of $550 million.  Moody's affirmed CEG's existing ratings
including the Baa3 senior unsecured rating and the Prime-3
commercial paper rating.  The rating outlook is stable.

Ratings assigned:

  -- Baa3 senior unsecured notes due 2020
  -- Ratings affirmed:
  -- Baa3 senior unsecured notes
  -- Ba1 subordinated debentures
  -- Prime-3 commercial paper

CEG intends to use proceeds from the offering to (i) fund part of
the pending acquisition of Boston Generating, LLC, (ii) repurchase
all outstanding unsecured bonds due April 2012 and (iii) fund
certain future contributions of its pension plan (approximately
$50M).

CEG expects to complete the $1.1 billion acquisition of Boston Gen
within the next several weeks.  CEG will fund the majority of the
purchase price with cash; its cash balance currently exceeds
$1.2 billion.

"The Baa3 rating reflects CEG's success in lowering its risk
profile through the restructuring of its balance sheet, asset
divestitures and a reduction in trading positions and exposures,"
said Moody's Vice President Scott Solomon.  "The rating also
considers the company's sound rationale for acquiring Boston Gen
and the incremental fuel and geographic diversification it brings
to CEG's existing fleet of generating assets," added Solomon.

CEG, however, is not without challenges.

"The company faces a repricing of existing purchase power
agreements with its Constellation Energy Nuclear Group affiliate
in 2012 that, combined with current reduced power prices, is
expected to pressure cash flows and financial metrics," continued
Solomon.  Specifically, these PPA's were priced at below market
prices to allow the transfer of $700 million of value to CEG in
2010 and 2011.  For 2012 and beyond, CEG has fixed the pricing on
a portion of the PPA.  CEG will continue to fix the pricing on the
remaining power under the PPA at market rates and use that power
to supply its customer supply business.

On a standalone basis (excluding the financial results of
Baltimore Gas and Electric Company, a wholly-owned utility
subsidiary), CEG's ratio of cash from operations pre-working
capital to debt is expected to remain strong, exceeding 30%
through 2011 while interest coverage is expected to exceed 6
times.  These key financial metrics, however, are expected to
decline in 2012 to approximately 19% and 4 times, respectively,
weakening the company's position within the Baa3 rating category.

CEG's key financial metrics are expected to rebound in 2013
triggered by higher capacity prices in PJM, increased sales
volumes at its competitive energy supply business and the growth
of its solar and recently acquired demand response businesses.
Moody's current expectation is for CEG (excluding BGE) to achieve
CFO pre-WC to debt and interest coverage in the 20-24% and the
4.5-5.0 times range, respectively, in 2013.  Failure to
demonstrate this expected improvement in financial performance
could negatively impact its ratings.

The rating also reflects an expectation that CEG will continue to
maintain a solid liquidity profile.  Specifically, Moody's
forecast CEG will have approximately $500-600 million of available
cash at year-end 2011 that will be used in part to meet an
expected cash deficit in 2012.  Moody's further forecast minimal
borrowing under CEG's $3.7 billion of committed credit facilities;
these facilities are expected to be used primarily to support the
issuance of letters-of-credit by CEG's competitive supply
business.

The acquisition of Boston Gen is consistent with CEG's stated
strategy of deploying up to $1 billion of cash to acquire
reasonably priced assets in regions where the company's load
obligations exceeds its generation capacity.  CEG acquired 1,100
megawatts of gas-fired generating assets in Texas earlier this
year for $365 million, funded with cash.

That being said, the Boston Gen transaction reduces CEG's
financial flexibility by adding a modest amount of incremental
debt onto its balance sheet and consuming a considerable amount of
its cash balance.  Further sizable acquisitions, should they
arise, would likely need to be financed with equity in order for
CEG to maintain an investment grade rating.

Constellation Energy Group, Inc., is a diversified energy company,
whose businesses largely include a generation business and a
customer supply business, along with Baltimore Gas and Electric
Company, a regulated electric and gas utility in central Maryland.
The company is headquartered in Baltimore, Maryland.


CORNERSTONE OF FAITH: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Cornerstone of Faith Christian Ministries & Center, Inc
        4297 Riverwood Circle
        Decatur, GA 30035

Bankruptcy Case No.: 10-97134

Chapter 11 Petition Date: December 8, 2010

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

Judge: James Massey

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  TAYLOR & ASSOCIATES, LLC
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  E-mail: dorna.taylor@taylorattorneys.com

Scheduled Assets: $437,000

Scheduled Debts: $487,934

The petition was signed by Maurice Dukes, pastor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Maurice P. Dukes                      10-89486            10/04/10

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Maurice Dukes                      Signature Loan         $140,000
4297 Riverwood Circle
Decatur, GA 30035


CRYSTAL CATHEDRAL: CRO Agrees to Cap Annual Pay at $300,000
-----------------------------------------------------------
Crystal Cathedral Ministries has agreed to place limits on
compensation for three of its employees, including its chief
restructuring officer, Dow Jones' Small Cap reports.  According to
the report, the Garden Grove, Calif., megachurch agreed to make
the move amid concerns raised by the U.S. Trustee and unsecured
creditors about the employees' pay.

Dow Jones relates that Crystal Cathedral, assistant U.S. trustee
Frank M. Cardigan and the official committee of unsecured
creditors formed in the case struck a deal under which Chief
Restructuring Officer Gywn Myers could continue to receive
$200 per hour, but her hours would be capped at 35 hours each
week, according to court documents.

Crystal Cathedral had previously disclosed in court papers that
she generally works between 35 and 50 hours per week.  In
addition, Myers's annual compensation will not exceed $300,000
without the support of the U.S. trustee and committee.

                      About Crystal Cathedral

Garden Grove, California-based Crystal Cathedral Ministries is a
megachurch founded by television evangelist Robert Schuller.  The
church is known for its television show "The Hour of Power".

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, assists the Debtor in its restructuring effort.  The
Debtor estimated assets and debts at $50 million to $100 million
in its Chapter 11 petition.


CRYSTAL CATHEDRAL: Gave $832,000 in Housing Allowances to Insiders
------------------------------------------------------------------
Deepa Bharath at the Orange County Register, citing papers filed
with the bankruptcy court, reports that Crystal Cathedral
Ministries gave a total of $832,940 in housing allowances to the
families of all five children of the megachurch's founder Robert
H. Schuller as well as a few top executives.

The Register notes that the cathedral paid out more than
$2 million total to 23 insiders, mostly members of the Schuller
family, over the 12 months before the cathedral's Oct. 18, 2010,
bankruptcy filings.  It was a time when the church's revenue
dipped by about 25%, more than 150 employees were laid off and
numerous creditors went unpaid.

According to the report, Robert H. Schuller's son-in-law, James
Coleman, received $76,524 in housing allowances and a total salary
of $144,100.  Court records show Carol and Tim Milner, who now
live in Orange County, received $109,385 in housing allowances.

                      About Crystal Cathedral

Garden Grove, California-based Crystal Cathedral Ministries is a
megachurch founded by television evangelist Robert Schuller.  The
church is known for its television show "The Hour of Power".

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, assists the Debtor in its restructuring effort.  The
Debtor estimated assets and debts at $50 million to $100 million
in its Chapter 11 petition.


DARIN SCHEFF: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Darin Mattthew Scheff
               Cynthia Eve Scheff
               9808 Deer Point Dr.
               Brentwood, TN 37027

Bankruptcy Case No.: 10-13143

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F Harrison

Debtor's Counsel: Kevin Steele Key, Esq.
                  222 2nd Ave N Suite 360-M
                  Nashville, TN 37201
                  Tel: (615) 256-4080
                  Fax: (615) 244-6844
                  E-mail: keykevin@bellsouth.net

Scheduled Assets: $2,034,987

Scheduled Debts: $1,918,164

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


DEAN FOODS: Fitch Assigns 'CCC/RR6' Rating to $400 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to Dean Foods
Company's approximately $400 million proposed senior unsecured
notes.  The ratings remain on Rating Watch Negative.

Dean announced preliminary plans to offer, subject to market and
other conditions, up to approximately $400 million of senior
notes.  The company also entered into an amendment to its bank
credit and receivables purchase agreements, dated April 2, 2007,
and subsequently amended and restated on June 30, 2010.  The
amendments are conditioned upon the completion of the notes
offering and subsequent debt paydown as described below.

Dean intends to use net proceeds from the debt offering to pay
down a portion of its outstanding bank term loan A and to pay fees
and expenses related to the credit facility amendment mentioned
above.  At Sept. 30, 2010, Dean had $4.1 billion of total debt, of
which approximately $1.3 billion was related to its term A loan.
Roughly $1.1 billion of this term loan matures on April 2, 2014.

Fitch's 'CCC/RR6' rating is based on expectations that the newly
issued notes will rank pari passu with Dean's existing senior
unsecured notes.  The company's existing $500 million of 7%
guaranteed notes due June 1, 2016 contain a change of control
provision that requires Dean, or any third party involved in a
change of control, to repurchase all or any part of the notes at a
purchase price of 101% plus accrued and unpaid interest.

Furthermore, due to Fitch's recovery analysis, which incorporates
a notching methodology relative to the Issuer Default Rating, the
'CCC/RR6' rating implies limited recovery in a distressed
situation.  Fitch does not expect Dean to default on these
obligations; however, the unsecured note rating reflects the heavy
mix of secured debt in the company's capital structure and Fitch's
view that limited value would be available for distribution to
unsecured bondholders if there were a recovery event.

On Dec. 3, 2010, Fitch downgraded Dean's IDR to 'B' from 'B+' due
to materially higher than expected declines in operating earnings
and cash flow along with Fitch's expectation that financial
leverage will remain elevated through 2011.  Additionally, Fitch
placed all of Dean's ratings on Rating Watch Negative because of
heightened covenant risk under the company's secured bank
facility's maximum leverage requirement.  The amendment to Dean's
credit facility provides increased flexibility under its maximum
leverage ratio and minimum interest coverage requirements while
introducing a new senior secured leverage ratio condition.

From the effective date of the amendment through Dec. 31, 2011,
Dean's maximum leverage ratio will be 5.75 times, stepping down by
0.25x increments annually at Dec. 31 until Sept. 30, 2013 when the
ratio falls to 4.5x.  The company's minimum interest coverage
ratio is set at 2.5x through Dec. 31, 2011, stepping up to 2.75x
at March 31, 2012 and then increasing to 3.0x at March 31, 2013.
Dean's new maximum senior secured leverage ratio is 4.25x through
Dec. 31, 2011, declining to 3.75x on March 31, 2012 and then to
3.5x on March 31, 2013.

Fitch currently projects that total debt-to-operating EBITDA for
Dean will approximate 5.6x at year end 2010 and 5.4x at the end of
2011.  Given that the company's bank covenants excludes up to
$100 million of unrestricted cash and adjusts for non-cash
expenses and non-recurring charges, Fitch expects cushion under
Dean's covenants to gradually improve as operating performance
stabilizes and the company uses free cash flow along with proceeds
from potential asset sales to repay debt.

Negative Rating Watch and Rating Triggers:

Fitch views the amendment to Dean's credit and receivables-backed
facilities positively and currently believes the company's
liquidity is adequate.  At Sept. 30, 2010, Dean had $1.5 billion
of liquidity which included $102.1 million of cash, $863.1 million
of revolver availability and $481.3 million of borrowing capacity
under its receivables-backed facility.  Of the secured revolver,
$225 million expires on April 2, 2012 while $1.3 billion is due
April 2, 2014.  Once the amendment becomes effective, the maturity
date on the company's $600 million receivables-backed facility
will be Sept. 30, 2011 versus June 30, 2011 currently.

Dean's ratings will be removed from Negative Watch once the
amendment of the company's credit facility becomes effective.  As
previously mentioned, effectiveness is conditioned upon Dean
issuing up to $400 million of the aforementioned rated notes
(which must be at least seven years in tenure) on or before Feb.
28, 2011 and using net proceeds to prepay its term A loan as
outlined by the agreement.

Fitch currently rates Dean and its wholly-owned subsidiary Dean
Holding Company:

Dean Foods Company (Parent)

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

Dean Holding Company (Operating Subsidiary)

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


DEAN FOODS: Moody's Assigns 'B2' Rating to $400 Mil. Notes
----------------------------------------------------------
Moody's assigned its B2 rating to Dean Foods $400 million Senior
Unsecured notes eight year notes.  Other ratings, including its
Ba3 CFR and SGL-3 were affirmed.  The rating outlook remains
negative.

                        Ratings Rationale

Dean's Ba3 CFR rating is supported by the company's leading market
share and national scale in the US Dairy industry, the potential
for further cost efficiencies/productivity improvements as
management focuses on internal integration, streamlining of
operations and further cost reduction initiatives, as well as its
strong distribution network with comprehensive refrigerated direct
store delivery systems.  These positives are offset by very narrow
margins inherent in its largest, commodity-oriented milk business,
more limited product, geographic and customer diversification than
certain other large global food and agriculture companies, and the
potential for both volatility in milk prices, as well as shifts in
the pricing strategies of retailers creating increased price
competition among processors to erode profitability.  Concurrent
with the senior unsecured bond issue, Dean Foods also executed an
amendment to its senior secured credit facility and its
receivables purchase facility.  The amendment modifies the
existing maximum total leverage and minimum interest coverage
ratios in addition to adding a maximum senior secured leverage
covenant.  This amendment will provide greater covenant cushion
under its Facilities and with the respect to the receivable
purchase facility will extend the maturity from June 2011 to
September 2011.  These amendments only become effective following
the new bond issue of at least $400,000 and the application of its
net proceeds to prepay a portion of the outstanding amounts under
the company's 2014 term loan A.  Moody's believe that even with
the amendment, Dean may be somewhat tight on its bank covenants
over the course of the next year, with the cushion over its total
leverage covenant cushion potentially dropping below 15% in some
quarters.  Thus, the speculative grade liquidity rating remains
SGL-3.

The negative outlook reflects the pressure on profitability that
the company has continued to experience amid price and mix
pressures in its Fresh Dairy Direct business, which is driving
credit metrics into weaker ranges than previously expected.

Should current retailer behavior result in a sustained shift in
favor of private label milk sold at break-even prices, eroding the
profit algorithm for Dean more permanently, further pressure on
Dean's ratings would result.  Moody's will continue to observe
quarterly results and could take negative action in the future
should the pricing environment remain unchanged or if cash flows
deteriorate further.  Leverage as measured by Debt/EBITDA
sustained at or above 5.5 times or EBIT/Interest materially below
2.5 times (based on Moody's standard analytic adjustments), a
large acquisition or further large shareholder returns could also
lead to a downgrade.

The last rating action was on July 9th 2010 when Moody's assigned
ratings to the amended and extended bank facilities.

Dean Foods is the largest processor and distributor of milk and
various other dairy products in the United States, with dairy
operations accounting for around 76% of its net sales in FY2009,
and the largest producer of soy milk in Europe.  Headquartered in
Dallas, Texas, Dean Foods had sales of approximately $12 billion
for the latest twelve months ending September 30, 2010.


DEAN FOODS: S&P Assigns 'B-' Rating to $400 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' (two
notches lower than the corporate credit rating) issue-level rating
and '6' recovery rating to Dallas-based Dean Foods Co.'s proposed
new $400 million senior unsecured notes due 2018.  The '6'
recovery rating indicates S&P's expectation for negligible (0 to
10%) recovery in the event of a payment default.

In addition, S&P revised the outlook on Dean Foods to stable from
negative and affirmed its 'B+' corporate credit rating on the
company.

"S&P revised its outlook on Dean Foods to stable from negative,
reflecting the company's expected improved liquidity due to looser
covenants and sufficient covenant cushion that will follow the
completion of the proposed $400 million senior unsecured notes
issue," explained Standard & Poor's credit analyst Jeff Burian.
S&P expects the planned repayment of a portion of the company's
2014 term loan A with the proceeds of this issue to effectuate
amendments to the company's credit facilities, which include
financial covenant-level modifications.  Currently, S&P estimates
the EBITDA cushion on Dean Foods' leverage covenant could approach
5% or less when the covenant requirement steps down in mid-2011.

"Following the successful completion of this refinancing and
resulting covenant amendment," added Mr. Burian, "S&P estimates
covenant cushion will increase to over 10% by year-end 2010 and
approach 15% by year-end 2011."


DISCOVER FINANCIAL: Moody's Affirms 'Ba1' Senior Unsec. Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Discover
Financial Services (senior unsecured Ba1) and its Discover Bank
subsidiary (D+/Baa3/Prime-3) and changed the outlook to stable
from negative.

The change in outlook reflects (1) Discover's significant asset
quality improvements in 2010, which are expected to continue; (2)
the company's current capital levels (TCE/RWA of 11.9% at
September 30, 2010) which Moody's expects will be maintained; and
3) the company's progress in shifting its funding mix toward
direct-to-consumer deposits.

These positive factors are balanced by Discover's lack of earnings
diversity due to its heavy concentration in the US credit card
segment, despite the company's recent diversification measures
such as the pending acquisition of The Student Loan Corporation.
This concentration heightens DFS' vulnerability to industry
pressures including a strict regulatory and political environment
and a low-to-no growth environment for credit card balances driven
by tightened lending standards, legislative restrictions, and
deleveraging by many US consumers.

Moody's last rating action on DFS was on June 1, 2009, when
Moody's downgraded the company to Ba1 from Baa3 and Discover Bank
to Baa3/Prime-3 from Baa2/Prime-2 (bank financial strength rating
to D+ from C-) and assigned a negative outlook to all ratings.

Discover Financial Services is a leading credit card issuer and
electronic payment services company.  The company reported total
assets of $60 billion as of its fiscal third quarter ended
August 31, 2010.


DIVINE SQUARE: Decreasing Cash Flow Blamed for Ch. 11 Filing
------------------------------------------------------------
Divine Square LW LLC, owner of three five-story buildings on 10
acres at the corner of 183rd Street and N.W. 2 Avenue, in South
Florida, has filed for Chapter 11 protection due to a cash crunch.

"The Company sought Chapter 11 protection from creditors because
of a decrease in cash flow that can be attributed to the general
decline in the commercial rental market," South Florida Business
Journal quotes the Company's attorney Steve Drobny of Shutts &
Bowen as stating.  Mr. Drobny said the Company is exploring
options, but plans to restructure its secured debt.

Divine Square LW, LLC, filed for Chapter 11 protection on Dec. 7,
2010 (Bankr. S.D. Fla. Case No. 10-47363).  Stephen P. Drobny,
Esq., at Shutts & Bowen LLP, in Miami, Florida, represents the
Debtor.  The Debtor estimated assets and debts of $10 million to
$50 million.


EARTHSTAR BANK: Closed; Polonia Bank Assumes All Deposits
---------------------------------------------------------
Earthstar Bank of Southampton, Pa., was closed on December 10,
2010, by the Secretary of Banking of the Commonwealth of
Pennsylvania, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Polonia Bank
of Huntingdon Valley, Pa., to assume all of the deposits of
Earthstar Bank, except for certain out-of-state certificates of
deposit (CD).

The four branches of Earthstar Bank will reopen during normal
business hours as branches of Polonia Bank.  Depositors of
Earthstar Bank will automatically become depositors of Polonia
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.  Customers of Earthstar Bank should continue to use their
existing branch until they receive notice from Polonia Bank that
it has completed systems changes to allow other Polonia Bank
branches to process their accounts as well.

As of September 30, 2010, Earthstar Bank had around $112.6 million
in total assets and $104.5 million in total deposits.  Polonia
Bank did not pay the FDIC a premium for the deposits of Earthstar
Bank.  In addition to assuming all of the deposits of the failed
bank, Polonia Bank agreed to purchase around $77.1 million of the
failed bank's assets.  The FDIC will retain most of the assets for
later disposition.

The FDIC and Polonia Bank entered into a loss-share transaction on
$45.8 million of Earthstar Bank's assets.  Polonia Bank will share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The transaction also is expected to minimize disruptions
for loan customers. For more information on loss share, visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-822-1918.  Interested parties also can
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/earthstar.html

The FDIC will mail checks to those customers with out-of-state
CDs, as long as the funds were not used as collateral for a loan.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $22.9 million.  Compared to other alternatives, Polonia
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Earthstar Bank is the 151st FDIC-insured institution to fail
in the nation this year, and the second in Pennsylvania.  The last
FDIC-insured institution closed in the state was Allegiance Bank
of North America, Bala Cynwyd, on November 19, 2010.


                   Polonia Bancorp's Statement

Polonia Bancorp has acquired, through its subsidiary Polonia Bank,
certain of the assets and most of the deposits of the former
Earthstar Bank, through a purchase and assumption agreement with
the Federal Deposit Insurance Corporation.  The Pennsylvania
Department of Banking declared Earthstar Bank closed December 10
at 6:00 p.m. and appointed the FDIC as Receiver.

"We are pleased to welcome customers and employees of Earthstar
Bank to the Polonia family.  Customers can be confident that their
deposits are safe and readily accessible.  This transaction will
strengthen our presence in Philadelphia, where we currently have
four offices, and give us our first location in Bucks County."
As a result of the acquisition, Polonia Bank will assume
approximately $90 million in deposits and acquire $46 million in
loans and $11 million of investment securities.  Earthstar Bank
loans will be subject to a loss-sharing agreement with the FDIC
under which the FDIC will provide 80% loss coverage on the covered
single family residential and commercial loans.  This transaction
is expected to be immediately accretive to net income and earnings
per share and immediately accretive to book value per share and
tangible book value per share.

Depositors of Earthstar will automatically become depositors of
Polonia Bank, and their deposits will continue to be insured by
the FDIC up to $250,000.  Customers may access their accounts
through automated teller machine transactions, checks, online
banking and debit card transactions.  Earthstar locations normally
open on Saturday will open under regular business hours on
Saturday, December 11, 2010, as branches of Polonia Bank.
Remaining locations will open under regular business hours on
Monday, December 13, 2010, as branches of Polonia Bank.
Additionally, checks drawn on Earthstar will continue to be
processed, and loan customers should continue to make their
payments as usual.

Anthony J. Szuszczewicz, President & CEO commented, "We are
pleased to welcome customers and employees of Earthstar Bank to
the Polonia family. Customers can be confident that their deposits
are safe and readily accessible.  This transaction will strengthen
our presence in Philadelphia, where we currently have four
offices, and give us our first location in Bucks County."

FinPro, Inc. served as financial advisor for Polonia Bank in this
transaction and Kilpatrick Stockton LLP served as legal counsel.

                      About Polonia Bancorp

Polonia Bancorp is the holding company of Polonia Bank,
headquartered in Huntingdon Valley, Pennsylvania.  Polonia Bank is
a federally chartered savings bank offering traditional services
and products from its main office in Huntingdon Valley,
Pennsylvania and four branch offices in Philadelphia County,
Pennsylvania.


EAST CAMERON: Chapter 11 Plan Confirmed After Minor Changes
-----------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for
Western District of Louisiana confirmed East Cameron Partners,
LP's Plan of Reorganization, as twice amended.

The Debtor submitted second immaterial modifications to the Second
Amended Plan after the Court ruled that it will confirm the
Debtor's Plan upon submission of the modifications.

As reported in the Troubled Company Reporter on June 10, 2010, the
Plan provides for the creation of a liquidation trust which will
receive $650,000 to satisfy remaining  paid and unpaid
administrative claims, to make distributions and pay certain of
the fees and expenses of the liquidating trustee and prosecuting
causes of action that are vested in the liquidating trust.

The Plan also provides for these terms:

   -- Holders of allowed secured claims will receive (i) legal,
      equitable, and contractual rights of each holder of a
      secured claim will be reinstated, or (ii) each holder of a
      secured claim will receive treatment so as to render
      unimpaired the secured claim.

   -- Each holder of a general unsecured claim that is not
      subordinated unsecured claims receive its pro rata share of
      distributions to be made from the liquidating trust.

   -- Subordinated unsecured claims will not receive o
      retain any property on account of the claims.  All
      subordinated unsecured claims will be discharged as of the
      effective date.

   -- Existing equity interests will be cancelled.

A full-text copy of the Amended Plan and Second Immaterial
Modifications are available for free at:

  http://bankrupt.com/misc/EASTCAMERON_AmendedPlan.pdf
  http://bankrupt.com/misc/EastCameron_Immaterailmodification.pdf

                    About East Cameron Partners

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors.  The Debtor estimated assets and debts both in excess
of $100 million in its Chapter 11 petition.


EASTERN LIVESTOCK: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Eastern Livestock Co., LLC
                135 W. Market Street
                New Albany, IN 47150

Case Number: 10-93904

Involuntary Chapter 11 Petition Date: December 6, 2010

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Pro Se

Petitioner's Counsel: C. R. Bowles, Jr, Esq.
                      Ivana B. Shallcross, Esq.
                      John W. Ames, Esq.
                      GREENBAUM DOLL & MCDONALD
                      101 S. 5th St.
                      Louisville, KY 40202
                      Tel: (502) 589-4200
                      Fax: (502) 540-2130
                      E-mail: crb@gdm.com
                              ibs@gdm.com
                              jwa@gdm.com

Creditors who signed the Chapter 11 petition:

Petitioners                   Nature of Claim    Claim Amount
-----------                   ---------------    ------------
David L. Rings                 Cattle Sold        $7,100
1288 Frontage Road
Russell Springs, KY 42642

Southeast Livestock            Cattle Sold        $774,513
Exchange, LLC
Attn: John M. Queen, III
General Manager
P.O. Box 1306
Waynesville, NC 28786

Moseley Cattle Auction, LLC    Cattle Sold        $670,949
Attn: John F. Moseley, III
Managing Partner
1044 Arlington Avenue
Blakely, GA 39823


EVERGREEN INTERNATIONAL: Moody's Reviews 'Caa1' Corp. for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed all of its debt ratings of
Evergreen International Aviation, Inc. including the Caa1
Corporate Family rating, under review for possible upgrade.  The
ratings review follows the company's initiation of a refinancing
plan for its existing debt structure, of which the first lien
facilities have a scheduled maturity date of October 31, 2011, and
the recent improvements in the company's operations.  Proceeds of
a successful refinancing will be used to pay off the company's
existing first and second lien bank credit facilities.  Having a
portion of the proceeds held in cash for general corporate
purposes, addressing the upcoming maturity of the existing first
lien facilities and likely reducing the interest burden of the
entire debt capital structure via lower interest rates will each
bolster the company's liquidity and thus its credit profile.

The review will assess the benefits of the proposed refinancing
plan as well as Evergreen's ability to sustain asset utilization
of its airline and helicopter segment operations at levels that
would allow it to comfortably meet its debt service obligations
while supporting the current level of operations.  Moody's will
also consider the degree to which the terms of the new credit
facilities prioritize debt repayment ahead of investment in the
business, whether for capital expenditures or for acquisitive
growth.  Moody's would likely conclude its review with an upgrade
of the Corporate Family rating to B3 if Evergreen successfully
executes the planned refinancing and Moody's believes that the
company can at least maintain if not strengthen its earnings and
cash flow profiles.  Pursuant to the Loss Given Default rating
methodology, if the refinancing is completed as planned, the
rating on the first lien debt (the sole class of debt in the
refinanced capital structure) would be the same as that of the
Corporate Family rating.

The last rating action for Evergreen International Aviation was on
June 8, 2008 when the Corporate Family Rating was downgraded from
B2 to Caa1 and the outlook was changed to negative from stable.

On Review for Possible Upgrade:

Issuer: Evergreen International Aviation, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently a range of Caa2 to B3

Outlook Actions:

Issuer: Evergreen International Aviation, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Evergreen International Aviation, Inc., is a privately held
company headquartered in McMinnville, Oregon.  The company
provides diversified air cargo transportation and aviation support
services including global air cargo shipping, ground handling and
logistics, helicopter transportation services, small aircraft
charters and aircraft maintenance and repair to government and
commercial customers through its various operating segments.


EVERGREEN INTERNATIONAL: S&P Puts 'CCC' Rating on Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
'CCC' corporate credit rating on Evergreen International Aviation
Inc. on CreditWatch with positive implications.  S&P also assigned
a preliminary 'B-' rating to the company's proposed new senior
secured credit facility, which consists of a $10 million revolving
credit facility and a $320 million first-lien term loan.  S&P also
assigned a '3' preliminary recovery rating to the credit facility,
indicating S&P's expectations of a meaningful recovery (50%-70%)
of principal in the event of a payment default.  Once Evergreen
completes its proposed debt refinancing, S&P expects to raise
the corporate credit rating to 'B-', remove the rating from
CreditWatch, and assign a stable outlook, assuming that the terms
and conditions of the credit facilities align with its current
expectations.

"S&P characterize Evergreen's business risk profile as vulnerable
and its financial risk profile as highly leveraged," said Standard
& Poor's credit analyst Lisa Jenkins.  "These assessments reflect
the company's participation in the cyclical, competitive, and
capital-intensive heavy airfreight business, its highly leveraged
capital structure, and liquidity that, while improving, S&P still
characterize as less than adequate.  Offsetting these challenges
to some extent are the company's improved financial performance in
recent quarters, the improvement in liquidity that should occur as
a result of this improvement--as well as lower expected interest
costs following the refinancing of debt, and the generally
favorable near-term industry outlook.  In particular, S&P expects
the airfreight business to benefit from continuing solid military
demand and further strengthening in commercial demand driven by
the recovering global economy."

The refinancing of Evergreen's debt will reduce interest costs
somewhat and provide additional liquidity.  However, the company
remains highly leveraged, especially given the challenging and
capital intensive industry in which it competes.  Credit risk is
heightened by the company's private ownership (which limits
capital raising options) and its financial history (which includes
a payment default a number of years ago and various subsequent
covenant defaults).

"S&P will monitor the progress and status of the bank negotiations
and will resolve the CreditWatch upon completion of the
refinancing process," Ms. Jenkins added.


EVERTEC INC: S&P Assigns 'B-' Rating to $220 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating to EVERTEC Inc.'s $220 million senior notes due
2018.  The new rating is two notches below the 'B+' corporate
credit rating on the company.  S&P also assigned a '6' recovery
rating to this debt, indicating S&P's expectation of negligible
(0%-10%) recovery for lenders in the event of a payment default.

The 'B+' corporate credit rating and the stable rating outlook on
EVERTEC remain unchanged.  The rating reflects EVERTEC's narrow
market profile, leveraged financial profile, and S&P's view that
the company's ownership structure is likely to preclude sustained
deleveraging.

                           Ratings List

                           EVERTEC Inc.

         Corporate Credit Rating            B+/Stable/--

                           New Rating

                           EVERTEC Inc.

                          Senior Secured

               $220 mil notes due 2018           B-
                Recovery Rating                  6


FORD MOTOR: To Spend $600MM to Retool Louisville Assembly Plant
---------------------------------------------------------------
Dow Jones' Newswires' Matthew Dolan reports Ford Motor Co. said it
will spend $600 million to convert its Louisville Assembly Plant
to build its revamped Escape small sport-utility vehicle starting
late next year.  The Louisville plant restarts production in 2011.
The move is expected to prompt the hiring of hundreds of workers.

Dow Jones notes the Louisville factory is the third Ford truck
plant that is being re-tooled to build small vehicles using the
same architecture for the auto maker's cars and trucks around the
world.  Louisville Assembly had been building the Ford Explorer
SUV since 1989, but that production is moving to its Chicago
plant.

Dow Jones says the 1,800 additional jobs are expected to be filled
by transferring employees from other facilities, re-activating
workers on indefinite layoff at the time of launch and hiring new
workers.

                         About Ford Motor

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

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

                           *     *     *

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

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

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


FUQI INTERNATIONAL: NASDAQ Grants Request for Continued Listing
---------------------------------------------------------------
FUQI International, Inc. disclosed that a NASDAQ Listing
Qualifications Panel has granted the Company's request for an
extension of time, as permitted under NASDAQ's Listing Rules, to
comply with the timely filing requirement for continued listing
set forth in NASDAQ Listing Rule 5250(c)(1).  In accordance with
the Panel's decision, the Company must file its restated 2009
Quarterly Reports on Form 10-Q/A, its Annual Report on Form 10-K
for the year ended December 31, 2009, and its Quarterly Reports on
Form 10-Q for each of the periods ended March 31, June 30, and
September 30, 2010 on or before March 28, 2011.  Under NASDAQ's
rules, this date represents the maximum length of time that a
Panel may grant to regain compliance.  While the Company is taking
steps to comply with the Panel decision, there can be no
assurances that it will be able to do so.

As previously reported, on September 29, 2010, FUQI received a
NASDAQ notice of noncompliance due to the delay in its filings
with the Securities and Exchange Commission and that the Company's
securities were subject to delisting unless it requested a
hearing.  The Company timely requested a hearing and appeared
before the Panel on November 11, 2010.  On December 9, 2010, the
Panel rendered its determination to continue the Company's
listing.

                     About FUQI International

Based in Shenzhen, China, FUQI International, Inc. is a leading
designer, producer and seller of high quality precious metal
jewelry in China.  Fuqi develops, promotes, manufactures and sells
a broad range of products consisting of unique styles and designs
made from gold and other precious metals such as platinum and
Karat gold.


GARY SLADE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gary L. Slade
        3041 Tidewater Circle
        Madison, MS 39110

Bankruptcy Case No.: 10-04294

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Edward Ellington

Debtor's Counsel: William J. Little, Jr., Esq.
                  LENTZ & LITTLE, P.A.
                  P.O. Box 927
                  Gulfport, MS 39502
                  Tel: (228) 867-6050
                  Fax: (228) 867-6077
                  E-mail: littlewj@bellsouth.net

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mssb10-04294.pdf


GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 35.64 cents-
on-the-dollar during the week ended Friday, December 10, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.43
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 27, 2014, and carries
Moody's Ca rating and Standard & Poor's CCC- rating.  The loan is
one of the biggest gainers and losers among 201 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company's balance sheet at Sept. 30, 2010, showed
$565.78 million in total assets, $1.36 billion in total
liabilities, and a stockholder's deficit of $795.58 million.

GateHouse Media reported a net loss of $530.6 million for the year
ended Dec. 31, 2009, from a net loss of $673.3 million in 2008.


GAYLE PROPERTY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gayle Property Ventures, LLC
        4103 Baltimore Ave
        Bladensburg, MD 20710

Bankruptcy Case No.: 10-37533

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: John Douglas Burns, Esq.
                  THE BURNS LAWFIRM, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  E-mail: burnslaw@burnslaw.algxmail.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37533.pdf

The petition was signed by Alton Gayle, president.


GAVIN ELECTRIC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gavin Electric LLC
        47 Maple Avenue
        Flemington, NJ 08822

Bankruptcy Case No.: 10-47924

Chapter 11 Petition Date: December 8, 2010

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

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Andre L. Kydala, Esq.
                  12 Lower Center Street
                  P.O. Box 5537
                  Clinton, NJ 08809
                  Tel: (908) 735-2616
                  Fax: (908) 735-0765
                  E-mail: kydalalaw@aim.com

Scheduled Assets: $538,000

Scheduled Debts: $722,760

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-47924.pdf

The petition was signed by Robert Fakelmann, member.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Robert Fakelmann                      10-39443            09/23/10


GENERAL MARITIME: S&P Junks Corporate Credit Rating From 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

S&P's ratings take into consideration, the company's stated intent
to seek additional waivers from its lenders and potential sale
leasebacks on its vessels.  Even if General Maritime receives
relief from its lenders, it would still have to contend with
refinancing $599.6 million in revolver outstandings that S&P
believes the company cannot pay off with internal cash flow.  S&P
believes the deterioration in the company's credit measures and
the potential for increased earnings and cash flow volatility as
more time charters expire -- at a time when liquidity is weak --
support the downgrade.  For the 12 months ended Sept. 30, 2010,
debt to EBITDA (fully adjusted for operating leases) increased to
10.4x from 7.0x in the previous year, and funds from operations to
total debt eroded to 3.2%, compared with 12.5% in the previous
year.

The ratings on New York City-based General Maritime reflect the
company's weak liquidity, highly leveraged financial profile,
limited financial flexibility, and participation in the capital-
intensive, highly fragmented, volatile, and competitive shipping
industry.  Positive credit factors include its established market
position in the ocean transportation of crude oil and its strong
customer base with long-standing relationships with oil majors.
S&P characterizes General Maritime's business risk profile as
vulnerable and its financial profile as highly leveraged.

"In resolving the CreditWatch listing, S&P will assess potential
actions management may take to bolster covenant cushion and
liquidity in the near term, including potential waivers from
lenders and sale leaseback of vessels" Ms. Afonja added.


GENERAL MOTORS: CEO Akerson Wants Exec-Pay Restrictions Relaxed
---------------------------------------------------------------
The Wall Street Journal's Sharon Terlep and Dow Jones' Newswires'
Josh Mitchell report that General Motors Co. Chief Executive
Daniel Akerson, in his first high-profile speech since becoming
CEO in September, said Friday he wants the Obama administration to
relax executive-pay restrictions placed on the company after last
year's government bailout.

According to the report, Mr. Akerson said GM has been able to
attract quality executives despite the pay limits, "but we're
starting to lose them now."

Participation in TARP entails putting limits on a company's 100
top-paid executives.  The U.S. Treasury must specifically approve
compensation of the top 25 executives.

"We sold half the government position in the company. There ought
to be a new perspective," Mr. Akerson said, following his speech
to the Economic Club of Washington, D.C., according to the report.
"We have to be competitive. We have to be able to attract good
people."

The report says Mr. Akerson said he was to meet later Friday with
Pat Geoghegan, who replaced Kenneth Feinberg as the overseer of
pay limits for companies that received money from the Troubled
Asset Relief Program.

The report relates Treasury spokesman Mark Paustenbach said Friday
that "the special master routinely meets with executives on these
matters. This is a typical process for firms under the special
master's purview."

According to the report, Mr. Akerson declined to elaborate on how
much leeway GM should have for setting compensation.  The report
notes Mr. Akerson has a pay package of $1.7 million in cash
annually and $5.3 million in stock over the next three years, the
same compensation given to his predecessor, Edward E. Whitacre Jr.
He said he wasn't seeking an increase in his own salary.

The report further notes Mr. Akerson also said GM's salaried
employees won't receive a pay increase in 2011 as part of the
company's efforts to maintain urgency around cost savings as last
year's bankruptcy fades into the past.

The report also relates Mr. Akerson said GM is "very well-
positioned" to reap profits in 2011 if auto sales continue to pick
up steam.

                       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 September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, $971 million in non-controlling interest, and
US$23.718 billion in total 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)


GENON ENERGY: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default Rating at GenOn Energy following the
completion of the merger between RRI Energy and Mirant
Corporation.  Also, GenOn's speculative grade liquidity rating is
upgraded to SGL-1 from SGL-2.  The rating outlook is stable.

                        Ratings Rationale

Moody's assigned a B2 rating to GenOn's senior secured credit
facility and term loan, and Moody's affirmed the B3 senior
unsecured rating at RRI and at Mirant Americas Generation along
with the Ba1 pass-through certificate rating for both Mirant Mid-
Atlantic, LLC and Reliant Energy Mid-Atlantic Holdings.  The Ba1
ratings for senior secured lease obligations bonds of both MIRMA
and REMA are one notch higher than the LGD-template implied rating
and reflects favorable structural elements, such as a restricted
payments test, which in Moody's view improves recovery prospects
for these bonds in a default scenario.  In addition, the senior
secured tax-exempt Pennsylvania Economic Development Financing
Authority (Reliant Energy Seward, LLC Project) bonds, Series
2001A, 2002A, 2002B, 2003A and 2004A have been upgraded to Ba1
from B1, as a result of the defeasance-type transaction which
occurred at closing.

Moody's has withdrawn the B1 CFR, B1 PDR and SGL-1 speculative
grade liquidity rating assigned to Mirant.  Moody's has also
withdrawn the ratings for Mirant North America, including its Ba2
senior secured rating and B1 senior unsecured rating, as these
obligations have been terminated and repaid or discharged at
closing.  RRI's B3 Long Term Issuer Rating has also been
withdrawn.

GenOn's SGL-1 reflects its near-term good liquidity profile
over the next twelve months.  The company has a sizeable cash
balance (approximately $1.6 billion) after taking into
consideration Moody's expectations for numerous recapitalization
activities associated with the merger completion.  In addition,
a $788 million secured credit facility, which expires in 2015,
is expected to remain largely undrawn over the near term and
Moody's estimate a large covenant cushion with the primary
financial covenant, secured debt to EBITDA.  Like other
unregulated independent power companies, Moody's see little
evidence of reliable alternate sources of liquidity, as many of
the company's assets are older and proceeds from asset sales,
while possible, typically take longer to complete.

The stable rating outlook reflects the company's financial profile
over the near-term, and considers the low commodity market
environment, which is expected to remain for a sustained period of
time, increasingly stringent environmental mandates, which are
expected to add to operating costs and potentially, incremental
capital investment requirements.

Rating upgrades could occur with a material strengthening of the
balance sheet and sustained cash flow to debt metrics above 10%.

Ratings could be downgraded if GenOn's financial profile weakened
any further, to where the cash flow to debt metrics were in the 5%
or below range for a sustained period of time, or if the company
experienced any liquidity-related challenges associated with its
hedging program or trading operation, which is the only operation
remaining in Atlanta, GA.

GenOn is headquartered in Houston, Texas.


GLENSTONE ENTERPRISES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Glenstone Enterprises, LLC
          dba Clarion Hotel
        3333 S. Glenstone Avenue
        Springfield, MO 65804

Bankruptcy Case No.: 10-62974

Chapter 11 Petition Date: December 8, 2010

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

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mowb10-62974.pdf

The petition was signed by Hamid Ebrahimi, managing member.


GLOBAL MARINE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Global Marine, Inc.
        2672 Circle Drive
        Newport Beach, CA 92660

Bankruptcy Case No.: 10-27358

Chapter 11 Petition Date: December 8, 2010

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

Judge: Robert N. Kwan

Debtor's Counsel: Michael G. York, Esq.
                  LAW OFFICES OF MICHAEL G. YORK
                  1301 Dove Street, Suite 1000
                  Newport Beach, CA 92660
                  Tel: (949) 833-8848
                  Fax: (949) 955-3682

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

Estimated Debts: $0 to $50,000

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

The petition was signed by James Bellino, president.


GLOBAL CAPACITY: Creditors Urge Court to End Debtor's Plan Control
------------------------------------------------------------------
A group of Global Capacity's creditors is urging the bankruptcy
court to take away the company's control over its bankruptcy,
pointing to what they deem is the Company's "tainted" sale
process, Dow Jones' Small Cap reports.

According to the report, the group, comprised of bondholders and
certain of the company's bankruptcy lenders, is urging the U.S.
Bankruptcy Court in Wilmington, Del., to terminate Global
Capacity's exclusive right to file a Chapter 11 plan of
reorganization, a privilege the creditors say the Company no
longer deserves.  The report relates that if granted, the
creditors' request would allow stakeholders like themselves to
file a Chapter 11 plan on Global Capacity's behalf.

"The debtors' lack of good faith, breaches of fiduciary duties and
gross mismanagement in connection with the sale and plan processes
also provides a sound basis for denying the debtors any additional
time to file a plan," Dow Jones' quoted the creditors as saying in
court papers.

                       About Capital Growth

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.


GMI LAND: In Chapter 11; To Sell Cement Facility
------------------------------------------------
GMI Land Company, LLC, filed for Chapter 11 bankruptcy
reorganization (Bankr. W.D. Pa. Case No. 10-28613) on Dec. 3,
2010, estimating assets of less than $50,000, and liabilities of
between $100,000 and $500,000.

Len Boselovic at Pittsburgh Post-Gazette reports that Company Vice
President and Manager Michael P. Carlow said the Company will seek
approval to sell its Neville Island cement facility to a new
owner.  Mr. Carlow said all creditors will be paid in full.

According to the report, Mr. Carlow, the former owner of
Pittsburgh Brewing and other companies, pled guilty to bank fraud
and other charges in 1996 after federal prosecutors said he
masterminded a $31 million check-kiting scheme that victimized PNC
Bank. He served six years in prison and was released in 2002.


GREAT ATLANTIC & PACIFIC: Succumbs to Bankruptcy After 150 Years
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

A&P said in a statement the Chapter 11 process will facilitate its
financial and operational restructuring, which is designed to
restore the Company to long-term financial health.

A&P said it continues to conduct its business and serve customers
at its 395 stores.  The Company's stores are fully stocked with
their complete range of high quality products, and all existing
customer promotional and customer loyalty programs will stay in
place.

The Company will have access to $800 million in debtor-in-
possession financing, which will enable it to continue paying
local suppliers, vendors, employees and others in the normal
course of business.

A&P President and Chief Executive Officer Sam Martin said, "We
have taken this difficult but necessary step to enable A&P to
fully implement our comprehensive financial and operational
restructuring.  While we have made substantial progress on the
operational and merchandising aspects of our turnaround plan, we
concluded that we could not complete our turnaround without
availing ourselves of Chapter 11.  It will allow us to restructure
our debt, reduce our structural costs, and address our legacy
issues.

Mr. Martin continued, "With the protections afforded by the
Bankruptcy Code and the backing of a new, pre-eminent lender, we
can make strategic decisions that will benefit the Company over
the long term, enabling A&P to emerge with a new capital structure
and in a much improved position to exploit its fundamental
strengths.  Importantly, during this reorganization our stores
will operate normally with fully stocked shelves and the excellent
service A&P customers expect.  Our customers can shop our stores
with confidence, and our employees can continue delivering great
value and service to our customers every day."

Frederic F. Brace, who was named Chief Administrative Officer in
August, will lead the Company's restructuring effort.  Mr. Brace,
who was executive officer of UAL Corp., until 2008, will take the
additional title of Chief Restructuring Officer to reflect his
expanded role.

The Company's legal representative in its Chapter 11 cases is
Kirkland & Ellis LLP and its financial advisor is Lazard.
Kurtzman Carson Consultants LLC is the claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes GREAT ATLANTIC &
PACIFIC BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11
proceeding undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).

                       Road to Bankruptcy

Since their founding in 1859, A&P and its affiliates have filled
the grocery needs for generations of Americans.  Today, the
Debtors are one of the nation's leading supermarket and food
retailers, operating roughly 395 supermarkets, beer, wine, and
liquor stores, combination food and drug stores, and limited
assortment food stores across eight Northeastern states and the
District of Columbia.  The Debtors' primary retail operations
consist of supermarkets operated under a variety of well-known
trade names, or "banners," including A&P, Waldbaum's, SuperFresh,
Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P
Liquors.  The Debtors currently employ roughly 41,000 employees.

Mr. Brace said in a court filing, "The significant economic
downturn in recent years has created one of the most difficult
operating environments for businesses in generations. A&P, like
many supermarket operators, continues to cope with the recent
economic decline and reduced customer spending while running on
narrow profit margins and facing intense competition.
Additionally, aggressive competition from "non-traditional" food
retailers, including warehouse clubs, mass merchandisers, and
discount retailers have also challenged the Debtors' operations."

Mr. Brace relates A&P's longevity in the retail food industry --
the result of a consistent focus on customer satisfaction -- has
saddled the company with three significant legacy costs:

  * Substantial obligations arising from "dark store" leases --
    i.e., locations where the Debtors have ceased ongoing
    operations but have been unable to sublease, assign, or
    terminate the relevant lease;

  * Unfavorable supply and logistics agreements, including (a) a
    supply and logistics contract with C&S Wholesale Grocers,
    Inc.,  through which C&S supplies roughly 70% of the Debtors'
    total inventory; and (b) a transportation and logistics
    contract with Grocery Haulers Inc. under which GHI provides
    certain transportation and logistics services to the Debtors'
    120 Pathmark-branded stores, and certain transportation
    services to other Debtor stores; and

  * Significant employee related obligations, including
    underfunded single- and multi-employer pensions, expensive
    health and welfare programs, and high store labor costs as a
    percentage of sales.

"These costs, along with increased market competition and A&P's
heavy debt burden -- approximately $1 billion dollars of balance
sheet debt and additional significant off-balance sheet
obligations-have resulted in rapidly declining profit margins as
revenue declined in connection with the economic and competitive
circumstances," Mr. Brace said.

The Debtors have experienced year-over-year revenue declines since
2008.  It is critical to bring the Debtors' costs in line with
their revenue and with market reality, according to Mr. Brace.

                          Turnaround Plan

The Company says that while in Chapter 11 it intends to continue
and accelerate most of the basic elements of the turnaround plan
announced in October, including:

  -- Reducing structural and operating costs;

  -- Improving the A&P value proposition for customers; and

  -- Enhancing the customer experience in stores.

The Company notes that a new executive team with significant
retail and restructuring experience is in place.  The new
executive team has developed and was executing a comprehensive
operational and structural turnaround plan which will be the core
of its restructuring plan.  The Debtors are also taking immediate
steps to reduce costs and eliminate burdensome obligations -
including the requested rejection of more than 73 dark store
leases.

A&P's major shareholders support the Chapter 11 filing and believe
that the Company's plan will advance and accelerate the
comprehensive turnaround effort already underway.

                    $800-Million DIP Financing

The Company has entered into an $800 million DIP facility with
JPMorgan Chase & Co.  The Company's ability to obtain borrowings
under such facility is subject to satisfaction of customary
conditions and receipt of court approval.  The DIP facility is
being fully underwritten by JPMorgan Chase.  A hearing to approve
a portion of the facility has been scheduled for December 13.

Upon approval, this DIP facility will be available to fund A&P's
operations, pay its vendors and for other corporate purposes.  In
addition, this financing will provide the capital necessary to
continue the Company's efforts to improve and renovate select
stores and provide enhanced product offerings to its customers.

                        First Day Motions

A&P sought permission in its first-day filings to pay employee
wages and continue customer programs, such as refunds and price
guarantees.  The Company expects to receive full authority to pay
employee wages and benefits on an uninterrupted basis.  The
Company said that without the ability to continue the customer
programs, it would "risk losing market share and raising
unnecessary doubts about their operations.

The first day pleadings include a request to limit trading of the
Debtors' equity securities.  The Debtors say the procedures are
necessary to protect and preserve their valuable tax attributes,
including net operating loss carryforwards, which are estimated to
total roughly $858 million as well as certain tax and business
credits of roughly $121 million.

                           About A&P

Headquartered in Montvale, New Jersey, A&P is a leading
supermarket retailer, operating under a variety of well-known
trade names, or "banners" across the mid-Atlantic and Northeastern
United States.  It operates 395 supermarkets, combination
food and drug stores, beer, wine, and liquor stores, and limited
assortment food stores in Connecticut, Delaware, Massachusetts,
Maryland, New Jersey, New York, Pennsylvania, Virginia, and the
District of Columbia.  "Banners" include A&P (101 stores), Food
Basics (12 stores), Pathmark (128 stores), Super Fresh (57
stores), The Food Emporium (16 stores), and Waldbaum's (59
stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.  The Debtors said
that funded debt total $1.038 billion:

      Secured Credit Facility - ABL      $38.0 million
      Secured Credit Facility - Term     $97.5 million
      Second Lien Notes                 $260.0 million
      Unsecured Notes                   $632.8 million
      Promissory Note                    $10.0 million


GREAT ATLANTIC & PACIFIC: Case Summary & Creditors' List
--------------------------------------------------------
Debtor: The Great Atlantic & Pacific Tea Company, Inc.
        2 Paragon Road
        Montvale, NJ 07645

Bankruptcy Case No.: 10-24549

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                   Case No.
     ------                                   --------
2008 Broadway, Inc.                           10-24550
AAL Realty Corporation                        10-24551
Adbrett Corporation                           10-24552
Amsterdam Trucking Corporation                10-24553
APW Supermarket Corporation                   10-24554
APW Supermarkets, Inc.                        10-24548
Bergen Street Pathmark, Inc.                  10-24555
Best Cellars DC, Inc.                         10-24556
Best Cellars Inc.                             10-24557
Best Cellars Licensing Corp.                  10-24558
Best Cellars Massachusetts, Inc.              10-24559
Best Cellars VA, Inc.                         10-24560
Bev, Ltd.                                     10-24561
Borman's Inc.                                 10-24562
Bridge Stuart, Inc.                           10-24563
Clay-Park Realty Corp.                        10-24564
Compass Foods, Inc.                           10-24565
East Brunswick Stuart, LLC                    10-24566
Farmer Jack's of Ohio, Inc.                   10-24567
Food Basics, Inc.                             10-24568
Gramatan Foodtown Corp.                       10-24569
Grape Finds at DuPont, Inc.                   10-24570
Grape Finds Licensing Corp.                   10-24571
Greenlawn Land Development Corp.              10-24572
Hopelawn Property I, Inc.                     10-24573
Kohl's Food Stores, Inc.                      10-24574
Kwik Save Inc.                                10-24575
Lancaster Pike Stuart, LLC                    10-24576
LBRO Realty, Inc.                             10-24577
Lo-Lo Discount Stores, Inc.                   10-24601
Mac Dade Boulevard Stuart, LLC                10-24578
McLean Avenue Plaza Corp.                     10-24579
Milik Service Company, LLC                    10-24580
Montvale Holdings, Inc.                       10-24581
North Jersey Properties, Inc. VI              10-24582
Onpoint, Inc.                                 10-24583
Pathmark Stores, Inc.                         10-24584
Plainbridge, LLC                              10-24585
SEG Stores, Inc.                              10-24586
Shopwell, Inc.                                10-24587
Shopwell, Inc.                                10-24588
Spring Lane Produce Corp.                     10-24589
Super Fresh Food Markets, Inc.                10-24590
Super Fresh/Sav-A Center, Inc.                10-24591
Super Market Service Corp.                    10-24592
Super Plus Food Warehouse, Inc.               10-24593
Supermarkets Oil Company, Inc.                10-24594
The Food Emporium, Inc.                       10-24595
The Great Atlantic & Pacific Tea Co., Inc.    10-24549
The Old Wine Emporium of Westport, Inc.       10-24596
The South Dakota Great Atlantic &
  Pacific Tea Company, Inc.                   10-24597
Tradewell Foods of Conn., Inc.                10-24598
Upper Darby Stuart, LLC                       10-24599
Waldbaum, Inc.                                10-24600

Type of Business: The Great Atlantic & Pacific Tea Company is
                  a supermarket chain.  The Company operates
                  428 stores in eight states and the District
                  of Columbia under the following trade names:
                  A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
                  Center, Best Cellars, The Food Emporium, Super
                  Foodmart, Super Fresh and Food Basics.

                  Web site: http://www.aptea.com/

Chapter 11 Petition Date: December 12, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  Southern District of New York (White Plains)

Bankruptcy Judge: Robert D. Drain

Debtor's
Counsel:          Paul M. Basta, Esq.
                  James H.M. Sprayregen, Esq.
                  Ray C. Schrock, Esq.
                  KIRKLAND & ELLIS, LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel.: (212) 446-4800
                  Fax : (212) 446-4900
                  E-mail: pbasta@kirkland.com
                         james.sprayregen@kirkland.com
                         ray.schrock@kirkland.com

                  James J. Mazza, Jr., Esq.
                  KIRKLAND & ELLIS LLP
                  300 N LaSalle
                  Chicago, IL 60654
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  E-mail: james.mazza@kirkland.com

Debtors'
Claims
Agent:            KURTZMAN CARSON CONSULTANTS LLC
                  2335 Alaska Ave
                  El Segundo, CA 90245
                  Tel: (310) 823-9000

Total Assets: $2,531,032,000

Total Debts: $3,210,965,000

The petitions were signed by Frederic F. Brace, chief
administrative officer and chief restructuring officer.

Debtor's List of 40 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim      Claim Amount
  -------------                   ---------------    ------------
Wilmington Trust Company        Bond Debt
$229,000,000
Rodney Square North
1100 Market St
Wilmington, DE 19890

Wilmington Trust Company        Bond Debt
$200,000,000
Rodney Square North
1100 Market St
Wilmington, DE 19890

Wilmington Trust Company        Bond Debt
$165,000,000
Rodney Square North
1100 Market St
Wilmington, DE 19890

McKesson Drug Co                Trade Debt
$15,119,582

Wilmington Trust Company        Bond Debt
$12,840,000


Haddon House Food Products      Trade Debt
$10,611,632

Coca-Cola Enterprises           Trade Debt              $7,099,716

Frito-Lay Inc                   Trade Debt              $4,528,126

Nabisco Biscuit Company         Trade Debt              $3,982,278

Pepsi-Cola-Hasbrouck Heights    Trade Debt              $3,172,078

Nestle DSD Company Ice Cream    Trade Debt              $2,158,873

Entenmann's Bakery              Trade Debt              $2,154,250

Pepsi-Cola Bottling Company     Trade Debt              $1,728,999
of New York, Inc.

Pepperidge Farm Inc Bread       Trade Debt              $1,696,820

Keebler Biscuit Co              Trade Debt              $1,617,637

Dora's Naturals Inc.            Trade Debt              $1,513,969

18718 Borman Avenue             Lease Rent              $1,456,000


Ashley Livonia A&P, LLC         Lease Rent              $1,391,936

Arnold Bakers Inc               Trade Debt              $1,388,848
S B Thomas Inc                  Trade Debt              $1,304,352

Amalgamated Meat Cutters        Union Debt              $1,262,649

Stroehmann Bakeries Inc         Trade Debt              $1,238,504

Meadowbrook - Suffolk           Trade Debt              $1,158,432

Interstate Brands               Trade Debt              $1,118,325

Advantage IQ Inc                Utility Debt            $1,109,220

Riveroak-Cofinance-Carteret,    Lease Rent              $1,085,841
LLC

Garelick Farms Inc              Trade Debt              $1,055,286

Wise Foods                      Trade Debt              $912,221

Grocery Haulers Inc             Trade Debt              $893,848

Farmland Dairies                Trade Debt              $877,892

Canada Dry Bottling of NY       Trade Debt              $860,523

OTR Associates                  Lease Rent              $847,193

Lehigh Valley Dairies           Trade Debt              $806,484

G/W Jefferson-St. Jean LLC      Lease Rent              $789,212

Bunzl Distribution              Trade Debt              $774,073

Snapple Distributors Inc        Trade Debt              $736,266

ISE America                     Trade Debt              $719,575

FJ Livonia Portfolio, L.P.      Lease Rent              $673,049

Lami Products                   Trade Debt              $673,048

Martin's Famous Pastry          Trade Debt              $670,705


GURDIP MAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gurdip Mand & KS, LLC
         dba Comfort Inn
        103 Mira Place
        Terrell, TX 75160

Bankruptcy Case No.: 10-38548

Chapter 11 Petition Date: December 6, 2010

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Kashmir Singh, managing member.


H.A.Z. LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: H.A.Z. LLC
        342111 Pacific Avenue South
        Federal Way, WA 98003

Bankruptcy Case No.: 10-24652

Chapter 11 Petition Date: December 8, 2010

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

Debtor's Counsel: Steven R. Levy, Esq.
                  3700 Pacific Hwy E Ste 406
                  Fife, WA 98424
                  Tel: (253) 926-1494
                  E-mail: stevenlevy2@cs.com

Scheduled Assets: $1,300,431

Scheduled Debts: $824,735

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

The petition was signed by Alkarim Bhanji, operating manager.


H.D. LEANDER: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: H.D. Leander 22, Ltd.
        3310 N. Capital of Texas Highway, Suite 200
        Austin, TX 78746

Bankruptcy Case No.: 10-13391

Chapter 11 Petition Date: December 6, 2010

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

Judge: Craig A. Gargotta

Debtor's Counsel: William A. (Trey) Wood, III, Esq.
                  BRACEWELL & GIULIANI LLP
                  711 Louisiana, Suite 2300
                  Houston, TX 78002-2781
                  Tel: (713) 222 2300
                  Fax: (713) 221 1212
                  E-mail: trey.wood@bracewellgiuliani.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Rash, Chapman,            Attorneys' fees        $19,826
Schreiber, Leaverton      and cost
& Morrison, LLP
White-Springfield House
2112 Rio Grande Street
Austin, TX 78705-5526

The petition was signed by Robert D. Wunsch, sole member and
president of H.D. Leander Management Company, LLC, Debtor's
general partner.


HABIB WANKER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Habib Wanker
               Meher Wanker
                 dba M.O.J. Hospitality, LLC
                 dba Comfort Suites
               4214 Roth Drive
               Missouri City, TX 77459

Bankruptcy Case No.: 10-41234

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Pete W. Weston, Esq.
                  WESTON AND ASSOCIATES PLLC
                  5001 Bissonnet, Suite 200
                  Bellaire, TX 77401
                  Tel: (713) 623-4242
                  Fax: (713) 623-2042
                  E-mail: mail@westonlegal.com

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

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

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


HAGOOD RESERVE: First Horizon's Appeal From Sale Is Moot
--------------------------------------------------------
Judge J. Craig Whitley declined First Horizon Home Loans' request
to overturn a prior court ruling authorizing Hagood Reserve, LLC's
sale of a partially completed condominium complex in South
Charlotte to a trust.  Under 11 U.S.C. Sec. 363(m), the Bank's
appeal and the issues First Horizon presented with regard to the
sale of the condominium are moot because the property was sold to
a good faith purchaser, and no stay had been granted at the time
of sale.

A copy of the Court's December 7 Memorandum Opinion and Order is
available at http://is.gd/itzpVfrom Leagle.com.

Hagood Reserve, LLC, was organized in 2005 to acquire and develop
a wooded, 9.2-acre parcel in South Charlotte.  The project would
include 36 luxury exclusive condominiums and townhomes in three
separate buildings.  Hagood Reserve LLC filed for Chapter 11
bankruptcy (Bankr. W.D. N.C. Case No. 10-30725) on March 17, 2010,
interrupted a foreclosure proceeding by lender First Horizon
against the condominium project, the Debtor's sole asset.  Hagood
Reserve estimated assets and debts ranging from $1 million to
$10 million in its petition.

At the Petition Date, the parties were also disputing which side
breached that loan agreement in a state action entitled First
Horizon Home Loans, a division of First Tennessee Bank National
Association v. Hagood Reserve, LLC, et al., Case No. 09-CVS-15152,
General Court of Justice, Superior Court Division, Mecklenburg
County, North Carolina.


HARRY MAGERAS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harry J Mageras
          dba Cheftel, LLC, dba Black Angus Grille
          dba Legion Investment Co.
          dba HAM, Inc.
        1433 Richmond Road
        Williamsburg, VA 23185

Bankruptcy Case No.: 10-52229

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Frank J. Santoro

Debtor's Counsel: Jennifer T. Atkinson, Esq.
                  HARRY JERNIGAN CPA ATTORNEY P.C.
                  258 N. Witchduck Road, Suite C
                  Virginia Beach, VA 23462
                  Tel: (757) 490-2200
                  Fax: (757) 490-0280
                  E-mail: jatkinson@hjlaw.com

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

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

A list of the Debtor's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-52229.pdf


HAWK CORP: S&P Raises Corporate Credit Rating From 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and unsecured debt ratings on Hawk Corp. to
'BBB' from 'B'.  S&P removed the ratings from CreditWatch,
where they were placed with positive implications on Oct. 15,
2010, following Carlisle Cos.'s announcement of its plan to
acquire Hawk.  Subsequent to this action, S&P withdrew its
corporate credit rating on Hawk Corp.

The rating actions follow the completion of Carlisle's acquisition
of Hawk.  The corporate credit rating on Carlisle is 'BBB'.
Carlisle intends to exercise its right to call Hawk's senior notes
due 2014 in the first quarter of 2011.


HERBST GAMING: Bank Debt Trades at 43% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming,
Inc., is a borrower traded in the secondary market at 57.21 cents-
on-the-dollar during the week ended Friday, December 10, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
The Company pays 187.5 basis points above LIBOR to borrow under
the facility.  The bank loan matures on December 8, 2013.  Moody's
withdrew its rating on the loan.  The loan is one of the biggest
gainers and losers among 201 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
September 30, 2009, operation of around 6,300 slot machines in
non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represented the Debtors in their restructuring
effort.  Herbst Gaming had $919.1 million in total assets and
debts of $1.57 billion as of the Chapter 11 filing.  The
Bankruptcy Court issued an order on January 22, 2010, confirming
the company's amended joint plan of reorganization.  The plan
became effective February 5, 2010.


HERMAN MUKASA: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Herman Kayemba Mukasa
        19137 Sanvitalia Street
        Riverside, CA 92508

Bankruptcy Case No.: 10-49524

Chapter 11 Petition Date: December 8, 2010

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

Judge: Catherine E. Bauer

Debtor's Counsel: David A. Akintimoye, Esq,
                  13800 Heacock Street, #D113
                  Moreno Valley, CA 92553
                  Tel: (951) 656-5777
                  Fax: (951) 656-2999
                  E-mail: attorneydavidakintimoye@yahoo.com

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

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

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-49524.pdf


INSIGHT HEALTH: Files for Chapter 11 with Pre-Packaged Plan
-----------------------------------------------------------
InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court on Friday with a prepackaged Chapter 11 plan of
reorganization (Bankr. S.D.N.Y. Lead Case No. 10-16564).  Sixteen
affiliates also filed for Chapter 11.

Executive Vice-President Keith S. Kelson relates that through a
2007 prepackaged chapter 11, the Debtors converted roughly $194.5
million in principal amount of subordinated unsecured debt into
common equity and, thereby, reduced their debt service costs and
preserved liquidity.  The Debtors believed, at that time, that
they would be able to maintain competitive operations without the
need for further deleveraging.

However, according to Mr. Kelson, as with other businesses and
individuals, the significant economic downturn of 2008 and 2009,
the effects of which are still felt today, reduced demand for the
Debtors' services.  The recent economic crisis significantly
increased unemployment and reduced consumer medical spending.
Demand has been further reduced by recent changes in commercial
health insurance arrangements under which individuals bear greater
costs, leading to many potential customers and patients' foregoing
the Debtors' services.  Faced with this unexpected reduced demand,
the Debtors have been unable to achieve the operating results
forecasted in connection with the 2007 restructuring and
determined that it was necessary to restructure their existing
debt obligations.

To this end, beginning in the fall of 2010, the Debtors engaged in
discussions with their revolving loan agent and major senior
secured noteholders regarding a consensual debt restructuring.  To
ensure that they preserved liquidity to fund operations, and in
light of their pending debt restructuring discussions, the Debtors
opted to forego their scheduled November 1, 2010 interest payment
on their senior secured notes to conserve cash.  During November
2010, the Debtors engaged in intensive discussions with their
noteholders to achieve a consensual deleveraging transaction.
Ultimately, on December 2, 2010, the Debtors entered into a
restructuring support agreement with noteholders holding over two
thirds of the outstanding amount of the notes that set forth the
terms for a restructuring of the Debtors' debt obligations
through a prepackaged chapter 11 plan.

Under the plan, the Debtors' senior secured notes -- the only
class of claims or interests entitled to vote on the plan -- will
be converted into equity.  The Debtors' general unsecured
creditors are unimpaired and will receive a full recovery on their
general unsecured claims.  Additionally, the Debtors' senior
secured noteholders agree to convey to the equityholders warrants
to acquire two percent of the fully diluted equity in the
reorganized Debtors, in recognition of the Debtors' existing
equityholders' efforts to achieve a successful, consensual
restructuring that preserves value for the Debtors' businesses and
creditors.

Upon the Petition Date, the Debtors have obtained votes accepting
the plan from the holders of over two thirds of the amount of the
senior secured notes.  The Debtors believe that they will obtain
further acceptance of the plan by the proposed December 27, 2010
voting deadline and be able to confirm the plan expeditiously.

The Debtors expect to emerge from the chapter 11 process as a
substantially deleveraged enterprise well positioned to compete
successfully in the competitive diagnostic medical imaging
industry going forward.

A full-text copy of the Plan is available for free at:

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

Attorneys at Kirkland & Ellis, LLP, New York, serve as counsel to
the Debtors.  Zolfo Cooper is the financial advisor.  BMC Group
Inc. is the claims and notice agent.

                       About InSight Health

InSight Health Services Holdings Corp. provides diagnostic medical
imaging services through a network of fixed-site centers and
mobile facilities.  Its services-including magnetic resonance
imaging, positron emission tomography/computed tomography,
traditional computed tomography, mammography, bone densitometry,
ultrasound and x-ray-are noninvasive procedures that generate
representations of internal anatomy on film or digital media,
which are used by physicians for the diagnosis and assessment of
diseases and other medical conditions.  The Company operates in
more than 30 states and target specific regional markets.

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., filed for Chapter 11 protection on May 29,
2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701), also with a
prepackaged bankruptcy plan.  Daniel J. DeFranceschi, Esq., Jason
M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, represented the Debtors.  In schedules filed with the
Court, Insight Health Services Holdings disclosed total assets of
$87,102,870 and total debts of $525,448,053.  Insight Health
Services Corp., disclosed total assets of $505,285,296 and total
debts of $525,500,934.

Debtor I's Prepackaged Plan was confirmed on July 10, 2007, and
became effective on August 1, 2007.


INSIGHT HEALTH: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: InSight Health Services Holdings Corp.
        26250 Enterprise Court, Suite 100
        Lake Forest, CA 92630

Bankruptcy Case No.: 10-16564

Chapter 11 Petition Date: December 10, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Ryan B. Bennett, Esq.
                  KIRKLAND & ELLIS, LLP
                  300 North LaSalle
                  Chicago, IL 60654
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  E-mail: rbennett@kirkland.com

Debtor's
Financial
Advisor:          Timothy J. Hughes, Esq.
                  ZOLFO COOPER
                  Grace Building
                  1114 Avenue of the Americas, 41st Floor
                  New York, NY 10036
                  Tel: (212) 561-4000
                  Fax: (212) 213-1749

Debtors'
Claims Agent:     BMC GROUP INC.

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

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

The petition was signed by Keith S. Kelson, authorized signatory.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                   Case No.
        ------                                   --------
InSight Health Services Corp.                    10-16565
Comprehensive Medical Imaging Centers, Inc.      10-16566
Comprehensive Medical Imaging, Inc.              10-16567
InSight Health Corp.                             10-16568
Maxum Health Services Corp.                      10-16569
North Carolina Mobile Imaging I, LLC             10-16570
North Carolina Mobile Imaging II, LLC            10-16571
North Carolina Mobile Imaging III, LLC           10-16572
North Carolina Mobile Imaging IV, LLC            10-16573
North Carolina Mobile Imaging V, LLC             10-16574
North Carolina Mobile Imaging VI, LLC            10-16575
North Carolina Mobile Imaging VII, LLC           10-16576
Open MRI, Inc.                                   10-16577
Orange County Regional PET Center - Irvine, LLC  10-16578
Parkway Imaging Center, LLC                      10-16579
Signal Medical Services, Inc.                    10-16580

InSight Health Services Holdings' List of 50 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Aetna                              Trade Debt           $2,039,663
151 Farmington Avenue
Hartford, CT 06156

Camelback Imaging Associates       Trade Debt             $349,000
6002 E. Exeter Boulevard
Scottsdale, AZ 85251

Crum & Forster Insurance           Trade Debt             $266,000
US Fire Ins Deductible
305 Madison Avenue
Morristown, NJ 07960

Catholic Healthcare West           Trade Debt             $250,000
102 E. Lake Mead Drive
Henderson, NV 89015

IBA Molecular North America Inc.   Trade Debt             $250,000
21000 Atlantic Boulevard, Suite 730
Dulles, VA 20166

Wholesale Carrier Services         Trade Debt             $160,000

Association of Alexandria          Trade Debt             $148,000
Radiologists

HCCO - Hock Construction Company   Trade Debt             $128,000

Advanced Mobility & Shelter        Trade Debt             $115,000
Technologies

Southwest Neuroimaging Ltd.        Trade Debt             $101,000

NHD-National Healthcare            Trade Debt             $100,000
Distributors Inc

Mobile MD, Inc                     Trade Debt             $100,000

Radiology Specialists, Ltd         Trade Debt              $99,000

Murray Solomon MD                  Trade Debt              $92,000

Merge Emed Inc.                    Trade Debt              $90,000

New England Baptist Radiology PC   Trade Debt              $88,000

Imaging Partners Medical Group     Trade Debt              $88,000

Bank of America, NA                Trade Debt              $88,000

Advanced Diagnostic Imaging P.C.   Trade Debt              $78,000

Host.Net                           Trade Debt              $75,000

DMS Imaging                        Trade Debt              $70,000

Carestream Health Inc.             Trade Debt              $66,000

Windber Medical Center             Trade Debt              $64,000

Kingsbrooks Development            Trade Debt              $55,000

US Mobile Imaging                  Trade Debt              $52,000

McKesson                           Trade Debt              $50,000

Staples Advantage                  Trade Debt              $50,000

Mednetpartners                     Trade Debt              $50,000

Mckesson Medical Surgical Inc.     Trade Debt              $50,000

Kieckhafer, Schiffer & Co, LLP     Trade Debt              $44,000

Comdata Network                    Trade Debt              $40,000

Petnet Solutions Inc.              Trade Debt              $40,000

CDW Government Inc.                Trade Debt              $38,000

Outsourcing Solutions Inc.         Trade Debt              $38,000

Navicure, Inc.                     Trade Debt              $35,000

Valtech Technoligies Inc.          Trade Debt              $35,000

West Physics Consulting LLC        Trade Debt              $35,000

General Electric Medical Sys       Trade Debt              $35,000

AT&T                               Trade Debt              $35,000

GE Fleet Services                  Trade Debt              $30,000

Insite One Inc.                    Trade Debt              $30,000

Arizona Public Service Co.         Trade Debt              $30,000

Emdeon Business Services           Trade Debt              $30,000

Penske Truck Leasing Co. L.P.      Trade Debt              $30,000

Providence Imaging Consultants     Trade Debt              $29,000

Proscan Reading Services LLC       Trade Debt              $28,000

Image First                        Trade Debt              $25,000

Davis Wright Tremaine LLP          Trade Debt              $25,000

Nth Generation Computing Inc.      Trade Debt              $25,000

Drinker Biddle & Reath Llp         Trade Debt              $25,000


JACQUELIN KLINGENMEYER: Case Summary & 3 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Jacquelin K. Klingenmeyer
          aka Jackie K. Klingenmeyer
        P.O. Box 434
        Lake Delton, WI 53940-0434

Bankruptcy Case No.: 10-18903

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Jeffrey D. Friebert, Esq.
                  KREKELER STROTHER, S.C.
                  15 N. Pinckney Street, #200
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299
                  E-mail: jfriebert@ks-lawfirm.com

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

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

A list of the Debtor's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb10-18903.pdf


JOHN BRISTOL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: John Kimmel Bristol
               Karen Lois Bristol
               23062 Poplar
               Mission Viejo, CA 92692

Bankruptcy Case No.: 10-27324

Chapter 11 Petition Date: December 8, 2010

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

Judge: Erithe A. Smith

Debtors' Counsel: Mufthiha Sabaratnam, Esq.
                  11601 Wilshire Boulevard, Suite 500
                  Los Angeles, CA 90025
                  Tel: (310) 575-4893
                  Fax: (213) 403-6230
                  E-mail: pke115mfs@yahoo.com

Scheduled Assets: $7,150,420

Scheduled Debts: $4,086,034

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


JOSE CRUZ: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Jose L. Cruz
               Elizabeth Cruz
               15926 Enadia Way
               Van Nuys, CA 91405

Bankruptcy Case No.: 10-25255

Chapter 11 Petition Date: December 6, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Anthony Egbase, Esq.
                  LAW OFFICES OF ANTHONY O EGBASE & ASSOCIATES
                  350 S Figueroa St Ste 189
                  Los Angeles, CA 90071
                  Tel: (213) 620-7070
                  E-mail: info@anthonyegbaselaw.com

Scheduled Assets: $1,922,250

Scheduled Debts: $3,158,514

A list of the Joint Debtors' 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25255.pdf


JOSEPH KESSLER: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joseph Kessler, Jr.
        P.O. Box 112
        Portland, TN 37148

Bankruptcy Case No.: 10-13288

Chapter 11 Petition Date: December 8, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M Lundin

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

Scheduled Assets: $2,030,650

Scheduled Debts: $1,697,009

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-13288.pdf


KB, LLC: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: KB, LLC
        825 Seegers Road
        Des Plaines, IL 60016

Bankruptcy Case No.: 10-54396

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

Scheduled Assets: $2,243,792

Scheduled Debts: 2,078,643

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-54396.pdf

The petition was signed by John R. Biebrach, managing member.


KEELEY AND GRABANSKI: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Keeley and Grabanski Land Partnership
                223 W. 17th Street
                Grafton, ND 58237

Bankruptcy Case No.: 10-31482

Involuntary Chapter 11 Petition Date: December 6, 2010

Court: U.S. Bankruptcy Court
       North Dakota (Fargo)

Parties that filed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
John and Dawn Keely              --                 --

Petitioners' Counsel: Kenneth Corey-Edstrom, Esq.
                      LARKIN HOFFMAN DALY & LINDGREN LTD.
                      7900 Xerxes Ave. South, Suite 1500
                      Minneapolis, MN 55431
                      Tel: (952) 896-3380
                      Fax: (952) 842-1719
                      E-mail: kcoreyedstrom@larkinhoffman.com


KENSINGTON APARTMENT: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Kensington Apartment Properties, LLC
        3640 Grand Ave., Suite 207
        Oakland, CA 94610

Bankruptcy Case No.: 10-73976

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Matthew J. Shier, Esq.
                  PINNACLE LAW GROUP
                  425 California St. #1800
                  San Francisco, CA 94104
                  Tel: (415) 394-5700
                  E-mail: mshier@pinnaclelawgroup.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/canb10-73976.pdf

The petition was signed by Daniel Lieberman, president of
Milestone Properties, Inc. manager.


KEVIN PRICE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Kevin A. Price
               Renae J. Price
               1302 Streamview Court
               Bel Air, MD 21015-5026

Bankruptcy Case No.: 10-37711

Chapter 11 Petition Date: December 8, 2010

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

Debtors' 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 Joint Debtors' 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-37711.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Price's Preferred Properties          10-37592            12/07/10


KJOLBY PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Kjolby Properties and Investments, LC
        2411 N 750 E
        Provo, UT 84604

Bankruptcy Case No.: 10-36888

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Robert Fugal, Esq.
                  BIRD & FUGAL
                  384 East 720 South, Suite 201
                  Orem, UT 84058
                  Tel: (801) 426-4700
                  E-mail: robfugal@birdfugal.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 Alan Thomson, manager.


LIFE TECHNOLOGIES: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
of Life Technologies Corporation and assigned a Ba1 rating to the
proposed senior unsecured notes offering.  Concurrently, Moody's
changed the outlook to positive from stable.

                        Ratings Rationale

The positive outlook reflects the considerable progress that Life
Technologies has made since the November 2008 merger of Invitrogen
and Applied Biosystems.  The company has substantially integrated
the operations without disruption and has significantly reduced
the leverage associated with that transaction.  The positive
outlook also acknowledges the size, scale and business profile
that is consistent with an investment grade rating.  While the
current debt offering increases leverage in the near-term, Moody's
expects the proceeds of the debt offering will be used over the
next 12-14 months to repay convertible debt that becomes callable
at the company's option.  The $350 million 3 % Convertible Notes
due 2025 have a June 2011 call date and the $450 million 1 ½%
Convertible Notes due 2024 have a February 2012 call date.

The Ba1 rating reflects Life Technologies' scale, leading
positions in many of its markets, and good diversity by customer,
product and geography.  The business model also benefits from a
high percentage of recurring revenues, as roughly 80% of revenues
are generated from consumables or services associated with capital
equipment systems.  Longer-term, Moody's believe increased focus
in areas like gene expression and stem cell research, and the
expansion of life sciences technologies into broader applied
markets (such as forensics) will support the company's revenue
growth.

If the company continues to demonstrate stable growth in revenue
and cash flow while bringing adjusted leverage back down to the
2.5 times range, Moody's could upgrade the ratings.  While Life
Technologies is strongly positioned in the Ba1 rating category, if
the company pursued significant debt-financed acquisitions or
share repurchases, such that adjusted debt to EBITDA were to
exceed 3.5 times or if free cash flow to debt was anticipated to
weaken below 10%, the rating or outlook could come under pressure.

Instrument ratings are subject to review of final documentation.
LGD estimates subject to change.

Moody's assigned these ratings:

  -- Senior Unsecured notes due 2016, rated Ba1 (LGD4, 60%)
  -- Senior Unsecured notes due 2021, rated Ba1 (LGD4, 60%)

Moody's affirmed these ratings:

  -- Corporate Family Rating, Ba1;

  -- Probability of Default Rating, Ba1;

  -- Speculative Grade Liquidity of SGL-1;

  -- $500 million Senior Unsecured revolver, to Baa1 (LGD1, 2%)
     from Baa1 (LGD1, 1%)

  -- $250 million Senior unsecured notes due 2013, rated Ba1
     (LGD4, 60%);

  -- $500 million Senior unsecured notes due 2015, rated Ba1
     (LGD4, 60%);

  -- $750 million Senior unsecured notes due 2020, rated Ba1
     (LGD4, 60%);

  -- Senior unsecured shelf, (P) Ba1

The ratings outlook was changed to positive from stable.

Life Technologies, based in Carlsbad, California, is a provider of
life science technologies for disease research, drug discovery,
and commercial bioproduction.  Its customers include academic and
government research institutions, pharmaceutical/biotech companies
and industrial applications worldwide.  Products and services are
used in research in the fields of genomics, proteomics, stem
cells, cell therapy and cell biology as well as drug
manufacturing.  Revenues for the twelve months ended September 30,
2010 approximated $3.5 billion.


LITTLE TOKYO: Partners to Infuse Capital to Implement Plan
----------------------------------------------------------
Little Tokyo Partners, L.P., submitted to the U.S. Bankruptcy
Court for the Central District of California a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan is premised upon
an immediate infusion of $5,500,000 of new capital by the Debtor's
partners: Little Tokyo Partners, LLC, sole general partner, and 3D
Investments IV, L.P., the limited partner, which will be used to
fund the remediation work and deferred maintenance at the Hotel.
The projections show approximately $10,000,000 of required
deferred maintenance over the first 4 years after the effective
date.  These will be paid for through the new capital contribution
and the Reorganized Debtor's current operating cash flow.

The Plan proposes to provide the First-Citizens Bank & Trust
Company, with a new promissory note, deed of trust and security
agreement on account of the bank's secured hotel claim.

Creditors holding unsecured claims (Under Class 7) will receive
future cash distributions equal 10 to 4% of their respective
allowed claims, which will be paid in eight equal quarterly
installments over the two years after the Effective Date.

Unsecured claims against the Debtor that are less than $2,000 will
be placed into a convenience class (Class 9).  The Plan provides
that each holder of a convenience claim will receive a cash
distribution equal to 50% of its Allowed Class 9 Claim.

The Limited Partner and General Partner will receive no
distribution on account of their existing partnership interests in
the Debtor under the Plan.  The new equity in the Reorganized
Debtor will be issued to the Limited partner and general partner
in exchange for the new capital contribution.

A full-text copy of the Disclosure Statement for the Debtor's Plan
is available for free at:

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

The Court will convene a hearing on February 14, 2011, at
2:00 p.m., to consider adequacy of the Disclosure Statement
filed by Little Tokyo Partners, L.P.

                       Competing Plan

Secured creditor First-Citizens Bank & Trust Company submitted a
competing Plan of Liquidation which provides for a sale of the a
21-story, 434 guestroom hotel, and an adjacent 3-story, outdoor
mall in downtown Los Angeles to Seville-Gateway Investments, LLC,
or another qualified third party for $44 million on the effective
date.

First-Citizens asserts two secured claims against the hotel and
Weller Court.  Excell Investment Group, LLC, asserts a secured
claim against Weller Court which will be paid in full through the
sale.

First-Citizens will allocate $1,500,000 due to it from the sale in
order to pay: (i) $450,000 in allowed administrative and priority
unsecured claims; (ii) $50,000 for post-confirmation
administrative costs in objecting claims; (iii) $1,000,000 for
allowed general unsecured claims.  First-Citizens will allocate
sufficient funds due to its from the sale to pay costs to cure
Crestline Hotels & Resorts Inc.'s executory contract.  Crestline
manages the hotel.

A full-text copy of the First-Citizens Disclosure Statement is
available for free at

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

                    About Little Tokyo Partners

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, represents the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


LOCAL INSIGHT: Bank Debt Trades at 65% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Local Insight
Regatta Holding, Inc., is a borrower traded in the secondary
market at 34.50 cents-on-the-dollar during the week ended Friday,
December 10, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 2.88 percentage points from the previous week, The Journal
relates.  The Company pays 400 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 15, 2015.
Moody's has withdrawn its rating while it carries Standard &
Poor's Default rating.  The loan is one of the biggest gainers and
losers among 201 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                    About Local Insight Regatta

Headquartered in Englewood, Colorado, Local Insight Regatta
Holdings, Inc., is a leading provider of local search advertising
products and services, targeting small and medium-sized
businesses, with a range of lead-generating solutions that enable
consumers to find products and services they need.  The company's
integrated suite of local advertising solutions includes print
Yellow Pages as well as a range of digital advertising products
and services designed to establish, maintain and optimize an
advertiser's online presence.  For the 12 months ended June 30,
2010, the company reported revenues of approximately $554 million.
The company is an indirect, wholly-owned subsidiary of Local
Insight Media Holdings, Inc. whose primary owner is Welsh, Carson,
Anderson & Stowe.

According to the Troubled Company Reporter on August 25, 2010,
Standard & Poor's Ratings Services lowered its ratings on
Englewood, Colo.-based Local Insight Regatta Holdings Inc. to
'CCC-' from 'CCC+'.  The rating outlook is negative.

Moody's Investors Service downgraded Local Insight Regatta
Holdings, Inc.'s Corporate Family Rating and its Probability of
Default Rating, each to Ca from Caa1, and associated instrument
ratings detailed below.  The multi-notch downgrades reflect
Moody's view that the company is likely to violate financial
covenants for the September 30, 2010 reporting period and will
need to restructure its balance sheet in the near term.  Moody's
estimate recovery prospects to be average for a Ca rating with
subordinated debt taking most of the loss.  As announced on
September 8, 2010, management engaged a financial advisor to
evaluate the capital structure of its parent holding company,
Local Insight Media Holdings, Inc.  These downgrades complete
Moody's review initiated on September 9, 2010.


MARKET CENTER: Secured Creditor's Legal Fees Are Limited
--------------------------------------------------------
WestLaw reports that tor the amounts incurred in prosecuting and
defending its secured claim, a creditor whose secured claim of
$642,397.44 against the Chapter 11 debtor had been reduced to
$265,211.86 was entitled to fees, costs, and New Mexico gross
receipts tax (GRT) totaling $23,211.01, with a 1/3 reduction of
the fees and of the GRT applicable to the fees to reflect the 59%
reduction in the amount requested for its secured claim, for a
total allowance of $15,615.43.  Almost all the fees and costs
allowed were for trial preparation, conducting the trial, and then
briefing the issue of what the charges to the collateral should
be, the bankruptcy court explained.  In addition, a small amount
of time was allowed for keeping up with what else was going on,
particularly in connection with a certain guaranty collection
action, as permitted by the parties' loan documents.  In re Market
Center East Retail Property, Inc., --- B.R. ----, 2010 WL 4868019
(Bankr. D. N.M.).

A copy of the Honorable James S. Starzynski's Memorandum Opinion
dated Nov. 30, 2010, is available at http://is.gd/iuA4zfrom
Leagle.com.

As reported in the Troubled Company Reporter on August 10, 2010,
the Honorable James S. Starzynski allowed ORIX Capital Market,
LLC's secured claim in the amount of $265,212, which is net of all
adjustments and payments.  Judge Starzynski's Memorandum Opinion
dated Aug. 3, 2010 -- 433 B.R. 335, slip op. http://is.gd/iuzPR
-- shows that ORIX's prepetition and postpetition claims total
$8,408,786, the Debtor paid $8,143,574, leaving a balance of
$265,212.

Market Center East Retail Property, Inc., is a limited liability
company that has operated a retail commercial shopping center in
Albuquerque, New Mexico since 2006.  It acquired the property by
purchase from a former owner in 2006 by assuming that owner's
obligations under various loan documents and by executing new
guaranties.  Danny Lahave is the 100% owner of the Debtor and its
sole officer.

Market Center sought Chapter 11 bankruptcy protection (Bankr. D.
N.M. Case No. 09-11696) on April 22, 2009, as a single asset real
estate debtor.  The Company is represented by Daniel J. Behles,
Esq., at Cuddy & McCarthy, LLP.  At the time of the filing, the
Debtor estimated its assets and debts at less than $10 million.
The Debtor filed a Chapter 11 Plan on June 16 or 17, 2009, and
filed an Amended Chapter 11 Plan on August 30, 2009.


MENAR CONSTRUCTION: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Menar Construction Inc.
        15720 Ventura Boulevard, #415
        Encino, CA 91436

Bankruptcy Case No.: 10-25381

Chapter 11 Petition Date: December 8, 20100

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

Judge: Geraldine Mund

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E. GOODFRIEND
                  16255 Ventura Boulevard, Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-25381.pdf

The petition was signed by Behroz Sarange, president.


METRO-GOLDWYN-MAYER: Moody's Puts 'B1' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and B2 Probability-of-Default Rating to Metro-Goldwyn-Mayer Inc.
Additionally, Moody's assigned a B1 rating to MGM's proposed
$250 million 5-year senior secured revolving credit facility, and
to its proposed $250 million 6-year senior secured term loan.  The
company is expected to emerge from bankruptcy shortly and is
expected to be owned substantially by its pre-bankruptcy debt
holders which have agreed to convert their debt to equity as part
of the restructuring.  The new bank facility will be used for
working capital needs and for general corporate purposes including
funding new film production costs and to pay transaction costs.
The rating outlook is stable.

Assignments:

Issuer: Metro-Goldwyn-Mayer Inc.

* Corporate Family Rating -- B1
*Probability of Default Rating -- B2
* Senior Secured Revolver -- B1 (LGD 33%)
* Senior Secured Term Loan -- B1 (LGD 33%)

                        Ratings Rationale

MGM's B1 Corporate Family Rating reflects the company's plan to
rebuild its inherently high risk film production business to keep
its library fresh, and a decaying asset base represented by a
vintage film and television library.  As MGM's library cash flow
dramatically declined in 2010, the rating is impacted by the
challenge to turn around the library's declining revenue trends in
the home video and syndication channels by growing digital
distribution revenues and improving contract renewal rates.
"Mitigating some of these concerns is the strong asset value of
the library as compared to an expected moderate level of debt to
be maintained on the company's balance sheet," stated Neil Begley,
a Moody's Senior Vice President.  In addition, the rating
considers the strong credit metrics when looking solely at the
company's library cash flow generation.  "Though this cash flow is
expected to be completely reinvested in fresh film content,
resulting in overall weak metrics until several years of film
slates have been produced," Begley added.  The rating further
reflects the risk posed by a new management team overseeing MGM,
however, the historical performance of this team has been
disciplined and focused, resulting in better than average results.

The B2 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 Moody's expectation
that MGM will generate improving and strong cash flow from its
large film and television library, and an increase in risk related
to the new film production plans which will be funded using the
library cash flows which should help to refresh that library.  The
initial few years of production and the cost of the build up
before the product generates any revenues will likely strain
credit metrics when viewed on a cost adjusted basis.  However,
Moody's anticipates that by about 2013, MGM's new production
revenues should be in full swing and debt-to-EBITDA leverage will
be sustained comfortably under 4.0 times (including Moody's
standard adjustments).

A rating upgrade is unlikely in the near term based on the new
senior management's lack of history in managing these assets, ramp
up on production spending impact on credit metrics, and low
visibility on the revenues associated with film production, and
vintage library decay in later years which bear higher risk.
However, if the company sustains low debt levels and management
achieves better than expected library exploitation opportunities
(particularly of contractual nature), and leverage falls and
Moody's believe can be sustained at under 2.0x, with credit
protections in the company's bank facility agreement remaining in
place, upward pressure on the rating could occur.

A rating downgrade could occur if expected significant library
improvement doesn't occur or future film release performance
revenue sources and EBITDA are significantly below expectations
and the company is not on the projected pace for leverage (cash
basis) reduction resulting in leverage which is materially higher
than Moody's initial expectation of comfortably under 4.0x by the
end of 2013.

This is the first time Moody's has assigned public ratings to MGM.

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

Metro-Goldwyn-Mayer Inc., domiciled in Los Angeles, California, is
comprised of one of the world's largest film and television
content libraries, and was developed over the past half century.
Most recently, the company is in the process of restructuring
following the filing of a pre-packaged bankruptcy plan of
reorganization.  Post bankruptcy, the company is being led by new
Co-CEOs that have extensive film and television production and
distribution leadership experience.  The library contains iconic
brands such as the James Bond, Rocky, Pink Panther and The Hobbit
(co-owned with New Line) franchises.


METRO-GOLDWYN-MAYER: S&P Puts 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard and Poor's has assigned 'B-' rating to Metro-Goldwyn-
Mayer Rated 'B-' with a Outlook Stable.  S&P also assigned its
'B+' rating to $500M senior secured exit facilities (Recovery
Rating: 1).

U.S. filmed entertainment company Metro-Goldwyn-Mayer Inc. has
received bankruptcy court confirmation of its reorganization plan.
S&P is assigning a 'B-' preliminary corporate credit rating to MGM
and a 'B+' preliminary issue-level and '1' preliminary recovery
rating to its proposed exit facilities.

The stable rating outlook reflects S&P's view that MGM's sharply
diminished debt burden post-bankruptcy and easing of liquidity
pressure will provide sufficient near-term flexibility for the
company's restart of production.


MICHAEL HERRON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael W. Herron
        8130 La Mesa Boulevard, #211
        La Mesa, CA 91942

Bankruptcy Case No.: 10-32851

Chapter 11 Petition Date: December 8, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  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 Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-32851.pdf


MOLECULAR INSIGHT: Files for Ch. 11, Has $45-Mil. Financing
-----------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. has entered into a $45-
million financing commitment from Savitr Capital LLC, to be
effected through a corporate reorganization under a chapter 11
filing commenced December 9.  MIPI has also made changes in its
management to implement the restructuring.

The investment from Savitr Capital LLC, a private investment
company, would be in the form of common stock at $0.45 per share,
representing 90% of MIPI's common stock.  The investment is
conditioned upon the replacement of MIPI's approximately
$195,000,000 of existing bonds, including all accrued "pay in
kind" interest, by $90,000,000 principal amount of secured notes.
The newly issued notes would mature in six years and bear interest
at 6% per annum, payable in the form of PIK notes during the first
24 months; either PIK notes or cash, at the option of MIPI, during
the next 24 months and cash for the last 24 months, with one-half
of the outstanding principal to be repayable on the fifth
anniversary and the balance on the sixth anniversary of the note
issuance date. In addition to the notes, the holders of MIPI's
existing bonds would receive 10% of MIPI's common stock.

The Savitr investment is subject to a number of conditions,
including the emergence of MIPI from its corporate restructuring
by March 31, 2011, adherence to a cash collateral budget,
satisfactory resolution of various issues related to Onalta(TM), a
drug candidate, as well as certain bankruptcy-related
preconditions, including the entry of certain Final Orders by the
Bankruptcy Court incorporating, among other items, a confirmation
order related to MIPI's chapter 11 plan, and the court's approval
of a breakup fee and expense reimbursement protections for the
benefit of Savitr.

The Savitr investment also provides for a 30-day period during
which the Company is permitted to solicit other inquiries,
proposals and bids from third parties who desire to propose an
alternative transaction to the one proposed by Savitr.

Joseph Limber, MIPI Chairman of the Board, stated: "We are very
pleased with the Savitr investment commitment and feel that it
would provide the Company with both the funds and the restructured
balance sheet needed to continue our business.  We are
disappointed that the bondholders have not accepted the Savitr
proposal and that, as a result, we are required to commence
chapter 11 proceedings to protect our Company's ongoing business.
Nonetheless, we are hopeful that we will be able to reach a
mutually acceptable restructuring agreement with all of our
creditors."

The Definitive Investment Agreement and certain other documents
will be filed on Form 8k with the Securities and Exchange
Commission within the next four days.

In connection with the reorganization, Daniel L. Peters tendered
his resignation as Chief Executive Officer, President and
Director, and Charles H. Abdalian has tendered his resignation as
Senior Vice President and Chief Financial Officer.  Harry Stylli,
Ph.D., a long-time member of the Company's Board of Directors, was
elected as Chief Restructuring Officer and President, and Mark A.
Attarian, a partner of Tatum, an executive financial services
firm, was elected as Interim Executive Vice President and Chief
Financial Officer.  In addition, John W. Babich, Ph.D., was named
principal executive officer and Mr. Attarian principal financial
officer for SEC and other regulatory filing matters.  In tendering
his resignation, Mr. Peters stated: "I am pleased that I was able
to aid the Company through its difficult restructuring process
and, given that the Company is entering a new phase of its
business, it is appropriate to hand the reins over to Harry
Stylli. With his experience and expertise, I am confident that the
Company is in capable hands." Mr. Stylli stated: "The Board of
Directors of Molecular appreciates Dan's and Chuck's service and
contributions in guiding the Company through a challenging period.
We thank them for their contributions to the Company and wish them
great success in their future endeavors."

CRT Investment Banking LLC, now known as M.M. Dillon & Co., acted
as the Company's sole financial advisor for these transactions.

                   About Molecular Insight

Molecular Insight Pharmaceuticals, Inc. --
http://www.molecularinsight.com/-- is a clinical-stage
biopharmaceutical company and pioneer in molecular medicine.  The
Company is focused on the discovery and development of targeted
therapeutic and imaging radiopharmaceuticals for use in oncology.
Molecular Insight has five clinical-stage candidates in
development.


MOLECULAR INSIGHT: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Molecular Insight Pharmaceuticals, Inc.
        160 Second Street
        Cambridge, MA 02142

Bankruptcy Case No.: 10-23355

Chapter 11 Petition Date: December 9, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's
Local
Mass. Counsel:    Alan L. Braunstein, Esq.
                  RIEMER & BRAUNSTEIN, LLP
                  Three Center Plaza
                  Boston, MA 02108
                  Tek: (617) 880-3516
                  E-mail: abraunstein@riemerlaw.com

Debtor's
Lead Bankr.
Counsel:          KRAMER LEVIN NAFTALIS & FRANKLIN LLP

Debtor's
Special Counsel:  FOLEY & LARDNER LLP

Debtor's
Financial
Advisor:          CRT CAPITAL GROUP LLC

Debtor's
Financial
Consultant:       TATUM LLC,
                  a division of SFN Professional Services LLC
                  Mark Attarian (Interim EVP and CFO)

Total Assets: $36,453,000 as of Sept. 30, 2010

Total Debts: $198,829,000 as of Sept. 30, 2010

The petition was signed by Harry Stili, president and chief
restructuring officer.

The list of 20 largest unsecured creditors filed together with the
petition is available for free at:

         http://bankrupt.com/misc/mab10-23355.pdf


MORITZ WALK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Moritz Walk, LP
        4605 Post Oak Place, Suite 120
        Houston, TX 77027

Bankruptcy Case No.: 10-41069

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: James B. Jameson, Esq.
                  JAMES B. JAMESON & ASSOCIATES
                  3355 West Alabama, Ste 1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710
                  E-mail: jbjameson@jamesonlaw.net

Scheduled Assets: $3,660,160

Scheduled Debts: $3,392,181

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

The petition was signed by Rallin Welch, president of Cooper
Welch, LLP, general partner.


MULTI-PLASTICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Multi-Plastics, Inc.
        P.O. Box 907
        Saint Just, PR 00978-0907

Bankruptcy Case No.: 10-11493

Chapter 11 Petition Date: December 8, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wallace Vazquez Sanabria, Esq.
                  17 Mexico Street, Suite D-1
                  San Juan, PR 00917-2202
                  Tel: (787) 756-5730
                  Fax: (787) 764-0340
                  E-mail: walvaz@prtc.net

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-11493.pdf

The petition was signed by Luis E. Marini Roig, president


NALCO COMPANY: Fitch Rates $1 Bil. Senior Notes at 'BB/RR2'
-----------------------------------------------------------
Fitch rates Nalco Company's $1 billion aggregate amount of senior
unsecured notes due 2019 'BB/RR2'.

The Ratings Outlook for the ratings of Nalco, Nalco Finance
Holdings LLC and Nalco Finance Holdings Inc. is Stable.
Proceeds of new notes will be used to repay senior subordinated
notes and pay a dividend to Nalco Finance Holdings LLC to finance
the repurchase of about $260.8 million of senior discount notes.

The ratings reflect resilient margins, solid liquidity, stable
free cash flow generation and expectation for modest growth and
debt repayment over the next 12-18 months.  Nalco's operations
benefit from its dominant market share, broad product offerings,
geographic reach, and strong customer retention.  Diversification
across products, geography and customers and low capital spending
requirements have resulted in solid free cash flow generation.

Liquidity at Sept. 30, 2010, was solid with $175 million of cash
on hand and $232 million available under the $250 million revolver
maturing May 2014, after utilization of $18 million for letters
of credit, and availability under the $150 million accounts
receivable facility maturing June 2013 of $17 million after
borrowings of $126 million.  Fitch believes management will
achieve its revised guidance of $740 million in Adjusted EBITDA
and $150 million in free cash flow given that there should be
sufficient visibility into costs and revenues.  Fitch expects
total debt/operating EBITDA to show a steady decline from 3.8
times as of Sept. 30, 2010, over the next 12-18 months.

Pro forma for the debt issuance and repurchases, near term
maturities are $10.5 million due in 2011, $10.5 million in 2012,
$136.5 million in 2013, and $210.5 million in 2014.

The Stable Rating Outlook reflects the company's stable business
model and the ability to repay debt through free cash generation.

Fitch maintains these ratings:

Nalco Company

  -- Issuer Default Rating 'B+';
  -- Senior secured revolving credit facility 'BB+/RR1';
  -- Senior secured term Loans 'BB+/RR1';
  -- Senior unsecured notes 'BB/RR2';
  -- Senior subordinated notes 'BB-/RR3'.

Nalco Finance Holdings LLC/Nalco Finance Holdings Inc

  -- IDR 'B+';
  -- Senior discount notes 'B+/RR4'.


NOVASTAR FINANCIAL: Has Plan to Recapitalize Preferred Shares
-------------------------------------------------------------
NovaStar Financial, Inc. said its board of directors has approved
a plan to recapitalize its publicly held 8.90% Series C Cumulative
Redeemable Preferred Stock and its privately held 9.00% Series D1
Mandatory Convertible Preferred Stock.

The Company filed a registration statement on Form S-4 with the
Securities and Exchange Commission in connection with its proposed
exchange offer and consent solicitation with the holders of the
Series C Preferred Stock.  In the Series C offer, once the
Registration Statement is deemed effective by the SEC, the Company
will offer to exchange, for each of the 2,990,000 outstanding
shares of Series C Preferred Stock, at the election of each holder
of Series C Preferred Stock, either:

    * 3 shares of newly issued common stock and $2.00 in cash,
      subject to allocation; or

    * 19 shares of newly issued common stock, subject to
      allocation.

The Company has authorized up to an aggregate of 43,823,600 shares
of newly-issued common stock and $1,623,000 in cash for the Series
C offer, and the actual amount of shares of common stock and cash
to be issued to each holder of Series C Preferred Stock is subject
to allocation depending on how many holders choose the stock-and-
cash option and how many choose the stock-only option.

The Registration Statement contains a proxy statement/prospectus
soliciting proxies of the holders of the Series C Preferred Stock
to approve the relevant items upon which the holders of the Series
C Preferred Stock will be entitled to vote.  The Company has also
filed with the SEC a joint Schedule 13E-3/TO for the Series C
offer and will file a proxy statement on Schedule 14A to solicit
proxies from the holders of its Common Stock to approve the
relevant items upon which the holders of the common stock will be
entitled to vote.

The Company has also entered into an exchange agreement with the
private holders of the issued and outstanding shares of the Series
D Preferred Stock.  Under the Exchange Agreement, the holders of
the Series D Preferred Stock will exchange all of the 2,100,000
issued and outstanding shares of Series D Preferred Stock for an
aggregate of 37,161,600 newly-issued shares of common stock and
$1,377,000 in cash.  Subsequent trading of the shares of common
stock acquired in the Series D exchange are restricted, for up to
three years, in order to help preserve the tax benefit of the
Company's net operating loss carryforwards.  As part of the
Exchange Agreement, the Company has agreed to enter into a
Registration Rights Agreement which will give the holders of the
Series D Preferred Stock rights to demand registration under the
Securities Act of 1933, as amended, of the common stock issued
pursuant to the Exchange Agreement, subject to certain conditions.
The completion of the Series D exchange is conditioned on, and
would occur at the time of, successful completion of the Series C
offer.

As proposed, and if completed, the recapitalization of the
preferred stock will:

    * Eliminate approximately $127.25 million in face amount
      liquidation value of the preferred stock as of September 30,
      2010 ($74.75 million for the Series C Preferred and
      $52.5 million for the Series D Preferred);

    * Eliminate approximately $46.7 million in accrued and unpaid
      dividends on the preferred stock through September 30, 2010
      ($20 million for the Series C Preferred and $26.7 million
      for the Series D Preferred); and

    * Allow the Company to preserve significant tax benefits
      relating to its net operating loss carryforwards.

Completion of the Series C offer and the Series D exchange are
subject to certain conditions, including but not limited to
requisite approval by the Company's stockholders to amend the
Company's charter to (i) increase the number of shares of
authorized capital stock of the Company from 50 million to 120
million, (ii) include certain restrictions on the acquisition of
capital stock which are designed to help preserve the tax benefits
of the Company's net operating loss carryforwards and (iii) amend
the terms of the Series C Preferred Stock and Series D Preferred
Stock in the charter, such that the remaining shares of Series C
Preferred Stock which are not tendered in the Series C offer will
be converted into the right to receive, on an aggregate pro rata
basis, the shares of common stock and cash remaining from the
Series C offer after completion of the Series C offer.

The Company has also entered into a Voting Agreement with Howard
Amster and Barry Igdaloff regarding the recapitalization.  Under
the terms of the Voting Agreement,  Mr. Amster and Mr. Igdaloff,
who are directors of the Company elected by the holders of the
Series C Preferred Stock, have agreed to vote the shares of Series
C Preferred Stock held by them in favor of the Amendments on which
they are entitled to vote and to tender the shares of Series C
Preferred Stock held by them in the Series C offer, subject to
certain conditions.  Collectively, Mr. Amster and Mr. Igdaloff own
or control, directly or indirectly, inclusive of shares Mr.
Igdaloff controls as a registered investment advisor,
approximately 18% of the outstanding shares of Series C Preferred
Stock.

Under the Exchange Agreement, the holders of the Series D
Preferred Stock have agreed to vote all 2,100,000 outstanding
shares of Series D Preferred Stock in favor of the Amendments on
which they are entitled to vote, subject to certain conditions.

Under the existing terms of the preferred stock, the holders of
the Series C Preferred Stock and Series D Preferred Stock,
respectively, must consent to certain provisions of the Series C
offer and Series D exchange.  As described in the Registration
Statement, the Company will solicit the requisite consent of the
holders of the Series C Preferred Stock.  The holders of the
Series D Preferred Stock have agreed to give such consent pursuant
to the terms of the Exchange Agreement.

The Series C offer has not commenced.

                          About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.

The Company's balance sheet at Sept. 30, 2010, showed
$41.13 million in total assets, $143.78 million in total
liabilities, and a stockholder's deficit of $102.64 million.


OK ETON: U.S. Trustee Wants Case Dismissed or Converted
-------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, asks the U.S.
Bankruptcy Court for the Northern District of Texas to dismiss or
convert OK Eton Square, LP's case to one under Chapter 7 of the
Bankruptcy Code.

The U.S. Trustee explains that the Debtor has not provided the
U.S. Trustee Guidelines with evidence of the existence of a
debtor-in-possession bank account.  The operating report for
October 2010 shows that the Debtor has a bank balance of $154,287,
but some postpetition debt is unpaid.

The U.S. Trustee adds that the Debtor has not filed a plan of
reorganization.

The U.S. Trustee states that further delay of the case is
prejudicial to creditors.

The Hon. Barbara J. Houser will convene a hearing on January 20,
2011, at 1:15 p.m., to consider the dismissal of the Debtor's case
if there are objections filed by December 28, 2010.

                     About OK Eton Square, LP

OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11
bankruptcy on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-33583).
Judge Barbara J. Houser presides over the case.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, Texas.  The Debtor estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


OPTIMUM ARBOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Optimum Arbor Oaks, LLC
        2400 Augusta Drive, Suite 453
        Houston, TX 77057-5042

Bankruptcy Case No.: 10-41167

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Hung Michael Nguyen, Esq.
                  LAW OFFICE OF HUNG MICHAEL NGUYEN
                  2420B Charleston St
                  Houston, TX 77021
                  Tel: (281) 788-6453
                  Fax: (281) 220-6441
                  E-mail: hungnguyenlaw@mac.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/txsb10-41167.pdf

The petition was signed by Omri Shafran, manager.



OSI RESTAURANT: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
93.60 cents-on-the-dollar during the week ended December 10, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.43
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 9, 2014, and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 201 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at June 30, 2010, showed $2.34 billion
in total assets, $2.450 billion in total liabilities, and a
deficit of $106.2 million.


OTC HOLDINGS: Discloses Terms of $50 Million Exit Facility
----------------------------------------------------------
OTC Holdings Corporation, et al., submitted to the U.S. Bankruptcy
Court for the District of Delaware the terms of $50 million Senior
Secured Revolving Exit Credit Facility with General Electric
Capital Corporation.
                         Summary of Terms

Administrative Agent and          General Electric Capital
Collateral Agent                  Corporation

Sole Lead Arranger                GE Capital Markets, Inc.
and Bookrunner

Syndication Agent                 GE Capital

Lenders                           A syndicate of banks, financial
                                  institutional investors arranged
                                  by GECM

Borrower                          Oriental trading Company, Inc.,
                                  or its successor and possibly
                                  direct and indirect subsidiaries
                                  thereof.

Revolver                          The facility will consist of a
                                  senior revolving credit facility
                                  in an aggregate principal amount
                                  of $50 million.  The Revolver
                                  will include a $10 million
                                  sublimit for the issuance of
                                  letters of credit.

Guarantors                        New Holco, a Delaware corporate
                                  and indirect holding company
                                  parent of the borrower, new
                                  Midco, a newly formed Delaware
                                  Corporation and direct holding
                                  company parent of the borrower
                                  and each of the borrower's
                                  direct and indirect
                                  subsidiaries.

Maturity                          Five years from the closing
                                  date.

Use of proceeds                   The revolver will be used solely
                                  for (a) the refinancing
                                  obligations outstanding under
                                  the borrower's existing debtor-
                                  in-possession working capital
                                  indebtedness on the consummation
                                  date of the Plan of
                                  Reorganization; (b) to otherwise
                                  enable the borrower to
                                  consummate the Plan on the
                                  consummation date; (c) for
                                  working capital, capital
                                  expenditures, and other lawful
                                  corporate purposes; and (d) to
                                  pay certain fees and expenses
                                  associated with the revolver and
                                  the Plan.

Security                          (a) a first priority perfected
                                  security interest in all
                                  accounts, credit card
                                  receivables and other rights to
                                  payment, all inventory, all
                                  documents, instruments and
                                  general intangibles; (b) a
                                  second priority security
                                  interest in all other assets of
                                  the borrower and the guarantors.

Interest                          Loans advanced under the
                                  revolver will bear interest at
                                  the base rate plus the
                                  applicable margin per annum or,
                                  at the election of the borrower,
                                  the applicable Eurodollar rate
                                  plus the applicable margin per
                                  annum.

The terms of the exit facility was included in a Plan supplement
for their Fourth Amended Plan of Reorganization.

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

                   About OTC Holdings Corporation

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in total
assets and $757 million in total liabilities as of the Petition
Date.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.


PARAMOUNT BANK: Closed; Level One Bank Assumes All Deposits
-----------------------------------------------------------
Paramount Bank of Farmington Hills, Mich., was closed on Friday,
December 10, 2010, by the Michigan Office of Financial and
Insurance Regulation, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Level
One Bank of Farmington Hills, Mich., to assume all of the deposits
of Paramount Bank.

The four branches of Paramount Bank will reopen during normal
banking hours as branches of Level One Bank.  Depositors of
Paramount Bank will automatically become depositors of Level One
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.  Customers of Paramount Bank should continue to use their
existing branch until they receive notice from Level One Bank that
it has completed systems changes to allow other Level One Bank
branches to process their accounts as well.

As of September 30, 2010, Paramount Bank had around $252.7 million
in total assets and $213.6 million in total deposits.  Level One
Bank did not pay the FDIC a premium for the deposits of Paramount
Bank.  In addition to assuming all of the deposits of the failed
bank, Level One Bank agreed to purchase essentially all of the
assets.

The FDIC and Level One Bank entered into a loss-share transaction
on $233.1 million of Paramount Bank's assets.  Level One Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-881-7816.  Interested parties also can
visit the FDIC's Web site at:

http://www.fdic.gov/bank/individual/failed/paramount.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $90.2 million.  Compared to other alternatives, Level One
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Paramount Bank is the 150th FDIC-insured institution to fail
in the nation this year, and the fifth in Michigan.  The last
FDIC-insured institution closed in the state was Mainstreet
Savings Bank, FSB, Hastings, on July 16, 2010.


PEREGRINE PHARMA: Posts $7.5MM Net Loss in October 31 Quarter
-------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $7.51 million on $4.67 million
of revenues for the three months ended October 31, 2010, compared
with a net loss of $2.79 million on $6.90 million of revenues for
the same period ended October 31, 2009.

The Company's balance sheet at October 31, 2010, showed
$28.77 million in total assets, $17.14 million in total
liabilities, and stockholders' equity of $11.63 million.

Ernst & Young LLP, in Orange County, Calif., expressed substantial
doubt about Peregrine Pharmaceuticals' ability to continue as a
going concern, following the Company's results for the fiscal year
ended April 30, 2010.  The independent auditors noted of the
Company's recurring losses from operations and recurring negative
cash flows from operating activities.

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

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

                 About Peregrine Pharmaceuticals

Tustin, Calif.-based Peregrine Pharmaceuticals, Inc. (NASDAQ:
PPHM) -- http://www.peregrineinc.com/-- is a biopharmaceutical
company with a portfolio of innovative monoclonal antibodies in
clinical trials for the treatment of cancer and serious viral
infections. The Company is pursuing multiple clinical programs in
cancer and hepatitis C virus infection with its lead product
candidate bavituximab and novel brain cancer agent Cotara(R).
Peregrine also has in-house cGMP (current Good Manufacturing
Practices) manufacturing capabilities through its wholly-owned
subsidiary Avid Bioservices, Inc. -- http://www..avidbio.com/--
which provides development and biomanufacturing services for both
Peregrine and outside customers.


PIONEER VILLAGE: PremierWest Plan Contemplates Sale of Collateral
-----------------------------------------------------------------
Pioneer Village Investments, LLC, submitted to the U.S. Bankruptcy
Court for the District of Oregon a proposed Plan of Reorganization
and an explanatory Disclosure Statement, as amended.

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

According to the Disclosure Statement, the Plan provides that the
Debtor will receive escrow deposits of $100,000 from members
electing to make additional contributions and obtain proceeds
sufficient to enable it to make all of the initial payments under
the Plan.  The Debtor anticipates receiving the proceeds of sale
of roughly $1,800,000 by sale of the cottages within 30 days of
the Confirmation Date.

Under the Plan, secured creditor, PremierWest Bank, will retain
all of its liens and encumbrances (including the PremierWest trust
deed) securing the PremierWest claim and the terms and provisions
of the loan documents, including but not limited to financial
reporting and inspections, will remain in full force and effect.
Premier West will receive approximately $1,300,000 from the sale
of the cottages.

The survivor, Helen Hein will continue to receive the right of
occupancy of her unit as an offset against the payments due under
the note.

On termination of her occupancy, if not previously paid by sale or
refinance, interest will continue to be paid at 5.25% per annum
until the fifth anniversary date of the effective date at
which time the balance will be paid in full.

General unsecured claims will be paid in full 13 days after the
effective date.

Excelsior Development Company, LLC, the holder of a 10.97%
preferred ownership interest and a 20.94% non-preferred ownership
interest in the Debtor,  will not receive any payments at
confirmation but will be paid as the Reorganized Debtor determines
it is able to pay, only after classes 1 through 4 are paid in
full.  The claim will continue to be unsecured.

The Reorganized Debtor will pay the subordinated unsecured claim
of Farmington Centers, Inc., in cash as the reorganized Debtor
determines it is able to pay, only after classes 1 through 4 are
paid in full.  The Debtor is managed by FCI.

All equity interests will retain their interest unaltered by the
Plan, but will receive no payments on confirmation.  Members
electing to contribute additional capital will be granted
preferred ownership interests with priority over the other
interest holders.

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

                          Competing Plan

According to the Court docket, the Debtor did not request for an
extension of its exclusivity period which was scheduled to expire
September 10, 2010.

PremierWest Bank has filed a proposed Plan of Reorganization for
the Debtor to provide for a sale of the Debtor's continuing care
retirement facility located at 805 No. 5th, Jacksonville, Oregon
through the appointment of a Liquidating Trustee.

The Plan also provides for a guaranteed payout to Unsecured
Creditors by means of a carve out by the bank from proceeds of
sale of the property.

The bank is a holder of a claim in the approximate amount of
$13,900,000 as of November 1, 2010, which is secured by a first
deed of trust Lien on the property.  If the property will be sold
it would be entitled to receive not less than $13,900,000 before
any funds were paid to other creditors (other than the senior lien
of Jackson County for real property taxes which must be paid
before bank).  However, as part of the Plan, the bank has agreed
to a guaranteed carve-out of $150,000 for the benefit of unsecured
creditors no matter what the outcome of the sale by the
Liquidating Trustee.

The Plan provides for a sharing of net proceeds after any sale
remaining after payment of the sum of $12,450,000 to the bank.
Under the Plan, if upon closing, after payment of real property
taxes due to Jackson County and closing costs, and payment of the
sum of $12,450,000 to the bank, there are remaining net proceeds,
the bank will receive 40% of the proceeds and unsecured creditors
60% of the proceeds until payment in full of the bank's allowed
secured claim.  Any net proceeds remaining after the payments will
be paid to the Hein Trust on account of its second deed of trust.

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

                About Pioneer Village Investments

Portland, Oregon-based Pioneer Village Investments, LLC, operates
a facility in the city of Jacksonville, Oregon, providing for
"independent living' facilities for elderly residents, assisted
living for residents who are less able to care for themselves, and
other facilities designed to accommodate the needs of elderly
residents.

A portion of the facility is dedicated to 11 independent-living
"cottages."  The Debtor seeks to sell the independent living
cottages to Vintage Hotels, Inc., for a gross sale price of
$1,880,000.  The Debtor "believes that a total of $400,000 need
not be paid as secured claims (because the lien is invalid,
avoidable, etc., the lien holder consents to less than full
payment, or part or all of the underlying debt is not allowable).
The Debtor intends to sell the portion of its property, retain
approximately $160,000 of the net proceeds, and pay the balance to
the county for property taxes, and then to Premier West.

Premier West Bank has a claim for $13,549,490.43 plus postpetition
interest, secured by a deed of trust against all of the Debtor's
real property.

Pioneer Village Investments, LLC, c/o Farmington Centers, Inc.,
filed for Chapter 11 on May 13, 2010 (Bankr. D. Ore. Case No.
10-62852).  In its petition, the Debtor estimated assets and debts
of $10 million to $50 million.

The Debtor is represented by:

     Douglas P. Cushing, Esq.
     JORDAN SCHRADER RAMIS PC
     Two Centerpointe Drive, 6th Floor
     Lake Oswego, OR 97035
     Tel: (503) 598-7070
     Fax: (503) 598-7373
     E-mail: doug.cushing@jordanschrader.com


PRINCETON OFFICE: Hearing to Consider Case Closing on May 16
------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on May 16, 2011, at
11:00 a.m., to consider the Court's notice of intention to close
Princeton Office Park, LP's case.

In October, the Court issued the notice stating that it confirmed
the Debtor's Chapter 11 Plan months ago.

Headquartered in Morristown, New Jersey, Princeton Office Park,
LP, is a real estate development company.  The assets of the
Company consist of approximately 170,000 square feet of building
on 37 acres located at 4100 Quakerbridge Road, Township of
Lawrence, Mercer County, New Jersey.  The property has been re-
zoned for multi-family residental use at 10 units per acre or 370
units.

Princeton Office Park GP, L.P. holds a 50% equity interest in the
Debtor.  Princeton GP's general partner is United States Land
Resources, L.P., a New Jersey limited partnership, whose general
partner is United States Realty Resources, Inc., a New Jersey
corporation.  Lawrence S. Berger is the president of USRR.  The
Debtor's limited partners is Success Truehand GmbH, which holds a
31.67% equity interest in the Debtor.

The Company filed for Chapter 11 protection on September 9, 2008
(Bankr. D. N.J. Case No. 08-27149).  Melissa A. Pena, Esq., at
Norris, McLauglin & Marcus, in New York, and Morris S. Bauer,
Esq., at Norris McLaughlin & Marcus PA, in Bridgewater, New
Jersey, represent the Debtor as counsel.  In its schedules, the
Debtor disclosed total assets of $25,000,000 and total debts of
$2,517,370.


QUALITY HOME: S&P Affirms 'CCC+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its
ratings on Cary, North Carolina-based lighting fixtures
manufacturer and supplier Quality Home Brands Holdings, LLC,
including the 'CCC+' corporate credit rating.  S&P revised its
rating outlook to negative from developing.

"At the same time, S&P affirmed its 'B' issue-level rating (two
notches above the corporate credit rating) on QHB's $20 million
revolving credit facility due 2014," said Standard & Poor's credit
analyst Jacqueline Hui.  The recovery rating is '1', indicating
S&P's expectation for very high (90% to 100%) recovery in the
event of a payment default.  S&P also affirmed its 'CCC' issue-
level ratings for both the company's $105.9 million pay-in-kind
term loan due 2014 and the $125.6 million term loan due 2014.  The
recovery rating for each of the term loans is '5', indicating
S&P's expectation for modest (10% to 30%) recovery in the event of
a payment default.

S&P's ratings and negative outlook reflect QHB's highly leveraged
financial profile, narrow product focus, and exposure to the weak
housing industry and U.S. economy, leading to a vulnerable
business profile.  This has significantly and adversely affected
the company's operating performance over the past two years.  S&P
also are concerned about the uncertainty that recent management
turnover, including the recent appointments of a new CEO and CFO,
might have on operations going forward.

QHB designs, supplies, manufactures, and markets residential and
commercial lighting fixtures.  The company has leading brand names
in the highly fragmented and competitive lighting industry,
including Murray Feiss, Monte Carlo, Sea Gull Lighting, and Tech
Lighting.  S&P believes QHB's operations in the lighting fixture
industry is narrow.  Most of the company's sales are generated
from home remodeling (about 79%), with the balance related to new
construction.


QUEBECOR MEDIA: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said its raised its long-term
corporate credit rating on Montreal-based communications and media
holding company, Quebecor Media Inc. and its 100%-owned operating
subsidiaries, Videotron Ltee and Sun Media Corp. to 'BB' from
'BB-'.  The outlook is stable.  At Sept. 30, 2010, the company
had C$3.7 billion of reported debt outstanding, excluding
obligations related to cross-currency interest rate swaps of
about C$427 million.

At the same time, S&P raised various issue-level ratings on QMI,
Videotron, and Sun Media debt driven by this upgrade.  The
recovery ratings on these debt obligations are unchanged.

"The upgrade reflects what S&P considers sufficient deleveraging
by the company in the past few quarters as well as its
expectations that QMI will pursue its growth strategy such that
adjusted debt to EBITDA is maintained in the 3x-4x range for the
next couple of years," said Standard & Poor's credit analyst
Madhav Hari.

More specifically, the operating strength and solid cash flow
generation of the company's cable TV operations have allowed QMI
to increase overall EBITDA, and in the past couple of quarters
allowed the company to reduce debt modestly.  As such, QMI's
consolidated adjusted debt to EBITDA has improved to the low-3x
area for the 12 months ended Sept. 30, 2010, from about 4x for the
12 months ended Dec. 31, 2008.   While S&P expects capital
spending at the company to remain high in the near term to support
its growth aspirations (including wireless) and sustain its
competitiveness, Standard & Poor's believes that QMI can largely
fund these investments and any start-up operating losses at
wireless from internal cash flow.  As a result, S&P believes that
it can maintain adjusted debt leverage at the low-3x level in the
next couple of years.  However, the ratings assume that QMI will
remain opportunistic regarding acquisitions, be aggressive in
investing in new growth avenues, or possibly pursue shareholder-
friendly actions in the future.

The ratings on QMI reflect the credit risk profile of the company
and its consolidated subsidiaries, including 100%-owned Videotron,
the largest cable operator in Quebec, and third-largest in Canada;
and 100%-owned Sun Media, the largest newspaper publisher in
Canada when including Osprey Media Publishing Inc. The ratings on
both Videotron and Sun Media are equalized with those on parent,
QMI, as per Standard & Poor's corporate ratings criteria.   The
ratings also reflect Standard & Poor's view of the company's
significant financial risk profile, which is characterized by an
aggressive financial policy given the company's acquisitive nature
and historically high tolerance for debt and relatively weaker
cash flow protection measures (owing to start-up costs related to
its regional wireless initiative).

The stable outlook reflects S&P's expectations that the strength
of QMI's relatively mature cable operations will offset potential
weakness in other segments and largely fund the company's capital-
intensive regional wireless initiative in the next couple of
years.  The stable outlook also reflects S&P's current
expectations that, while the company will remain aggressive with
respect to its growth investments, it will maintain adjusted debt
leverage in the 3x-4x range.  Ratings upside could come from the
company articulating more conservative financial policies such as
maintaining adjusted debt leverage at less than 3.5x as well as
improving its cash flow protection measures.  S&P could consider
downgrading should operating performance weaken materially likely
owing to increased competition from Bell Canada in the company's
telecommunications segment or if QMI adopts more aggressive
financial policies such that adjusted debt leverage increases to
more than 4x.


REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 92.70 cents-on-the-
dollar during the week ended Friday, December 10, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.45 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on September 30, 2013, and carries Moody's
B1 rating and Standard & Poor's CCC- rating.  The loan is one of
the biggest gainers and losers among 201 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $9.14 billion in total liabilities,
and a stockholders' deficit of $981.0 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


REMY INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
preliminary 'B+' corporate credit rating to automotive supplier
Remy International Inc.  The outlook is stable.  At the same time,
S&P assigned its preliminary 'B+' issue rating and preliminary '4'
recovery rating to the company's $300 million term loan B.

"S&P's preliminary ratings are based on Remy International's weak
business risk profile and an aggressive financial risk profile,"
said Standard & Poor's credit analyst Lawrence Orlowski.  "The
designation of weak reflects volatile industry demand, fierce
competition, and the company's North American business and product
concentration (71% of total revenue).  Partially offsetting these
factors are the company's leading market positions, fair end-
market diversity, and substantial aftermarket business."

The preliminary rating also reflects the company's announced plans
to refinance its existing first-, second-, and third-lien term
loans with a new term loan B, establish a new ABL facility, and
convert existing preferred stock into common stock through a
rights offering.  The refinancing of bank debt will lower interest
payments and extend maturities.  Moreover, the conversion of
preferred stock into common equity will reduce the company's debt
and increase financial flexibility.  By the end of 2010, S&P
expects reported long-term debt to total $351 million.

S&P sees demand in North America for light and commercial vehicles
as continuing to recover from 2009's historical lows.  In the
U.S., S&P expects 2010 light-vehicle sales to increase about 11%
from 2009 levels and to rise about 12% to 12.9 million units in
2011.  S&P expects European light-vehicle sales to fall about 6%
in 2010 and decrease another 1% in 2011.  S&P assume U.S.
commercial vehicle sales in 2010 to rise about 15% and about 10%
in 2011, and European commercial vehicle sales to increase about
8% in 2010 and about 4% in 2011.

S&P views the company's financial risk as aggressive.  Based on
S&P's expectations of increasing vehicle demand, stable growth
rates in the aftermarket business, and the impact of the proposed
refinancing, S&P expects adjusted debt to EBITDA to fall to around
3.0x at year-end 2010, compared with 4.7x at the end of 2009
(mostly because the 2009 data include existing preferred stock).

The stable outlook reflects S&P's view that Remy International's
credit measures are in line with the current rating, given the
reduction in adjusted debt arising from the proposed rights
offering and S&P's assumption of a slow, but steady, improvement
in light and commercial vehicle demand.  "To raise the rating S&P
would expect to see leverage under 3.0x and funds from operations
to debt of more than 20% on a sustained basis," Mr. Orlowski
continued.  "This could occur if revenue in 2011 rose at least 10%
and gross margins were above 22%.  S&P could lower the rating if
sales for light and commercial vehicles declined due to weakening
economic conditions and, as a result, the company started to use
free cash flow.  S&P could also lower the rating if leverage moved
above 4.0x, which could occur if the company's gross margins fell
below 18.5% with flat growth in sales."


REOSTAR ENERGY: Posts $993,400 Net Loss in September 30 Quarter
---------------------------------------------------------------
ReoStar Energy Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $993,439 on $778,852 of revenues for
the three months ended September 30, 2010, compared with a net
loss of $1.22 million on $783,937 of revenues for the same period
ended September 30, 2009.

The Company's balance sheet at September 30, 2010, showed
$19.97 million in total assets, $15.45 million in total
liabilities, and stockholders' equity of $4.52 million.

On September 30, 2010, an interest payment of $156,526 on the note
issued under the credit facility with Union Bank, and assumed by
BT & MK Energy and Commodities LLC ("BTMK") in August 2010, became
due.  The Company did not make the interest payment.

On October 12, 2010, BTMK provided notice that it was accelerating
the note due to the interest payment default and that it intended
to foreclose on the assets of the Company if payment in full was
not made by November 2, 2010.

On November 1, 2010, the Company filed for bankruptcy protection
under Chapter 11 of the US Bankruptcy Code in order to prevent the
foreclosure.  A reorganization plan has not yet been filed.

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

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

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for
Chapter 11 bankruptcy protection on November 1, 2010 (Bankr. N.D.
Tex. Case No. 10-47176).  Bruce W. Akerly, Esq., at Cantey Hanger
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.


RHI ENTERTAINMENT: Files for Chapter 11 with Pre-Packaged Plan
--------------------------------------------------------------
RHI Entertainment, Inc., and a number of affiliates filed for
Chapter 11 protection on Dec. 10, 2010 (Bankr. S.D.N.Y. Lead Case
No. 10-16536) after receiving "broad support" for a prepackaged
Chapter 11 plan of reorganization.

RHI said in a statement that it received broad support received
from lenders of record under the Company's first lien credit
agreement, as amended, and second lien credit agreement, as
amended.

RHI said the recapitalization will strengthen its capital
structure by reducing total debt by roughly 51%, or $309 million,
while substantially lowering interest costs, extending maturities
and increasing liquidity.

The Company has also entered into agreements that will eliminate,
reduce or favorably amend the payment terms associated with over
$100 million in potential claims of a number of creditors
including various production partners and talent guilds.  The
Company will operate as usual during the court process, which is
anticipated to be concluded in the first quarter of 2011.

Of those voting, 99% in dollar amount and 94% in number of holders
of the obligations under the first lien credit agreement and 100%
in dollar amount and in number of holders under the second lien
credit agreement approved the Plan.  This broad support far
exceeds the minimum thresholds required by the Bankruptcy Code to
implement a plan of reorganization.

"We are delighted to receive the support from our lenders, which
will allow us to quickly move forward with our pre-packaged
restructuring plan," said Robert Halmi, Jr, Chief Executive
Officer of RHI Entertainment.  "[The bankruptcy filing] is the
next step in the process to reduce our debt and formulate a new
capital structure that will better enable us to invest in our
business and continue to provide one of a kind content to our
customers."

RHI has secured a commitment for a $15 million debtor-in-
possession Revolving Credit Facility from JPMorgan Chase Bank,
N.A. and certain other first lien lenders.  The DIP facility will
provide RHI the necessary financing to complete the confirmation
of its Plan and ensure that it is able to uphold its commitments
to clients, employees and suppliers.  In addition, RHI anticipates
having a $25 million Revolving Credit Facility available to the
company upon emergence from Chapter 11.  This facility would
provide RHI with the necessary liquidity to operate its business
post-emergence.

RHI has also filed a series of first day motions to allow the
Company to continue operating in the ordinary course and producing
movies during the confirmation process.  To this end, RHI is
seeking approval in the United States Bankruptcy Court for
Southern District of New York to continue the payment of wages,
salaries and other employee benefits, the payment of prepetition
claims of critical, priority and foreign vendors, and the payment
of taxes and governmental fees and obligations owed under the
Company's insurance policies.

                        Road to Bankruptcy

Robert A. Del Genio, at Conway Del Genio Gries & Co., LLC, which
serves as RHI's Strategic Planning Officer, said, "The problems
with the U.S. economy that began in the third quarter of 2008
deeply affected the Debtors' industry, business and business model
for the production and distribution of made for television films
and mini-series.  While the Debtors experienced success in
preceding years, continuing weak market conditions, sales volume,
pricing and other factors present during the fourth quarter of
2009 and into 2010, as well as the significant decline in the
annual independent valuation of the unsold rights to the Debtors'
film library, caused a significant reduction of the ultimate
revenues for the majority of films in their library.  At the same
time, the Debtors were unable to license new movies and mini-
series at prices that would cover the production and debt costs
associated with the making of such films.  Thus, both the Debtors'
Library and new production businesses suffered.  Factors that
directly precipitated these outcomes included the reduction in
television advertising and the reduction in rates that the
advertising was capable of generating."

Mr. Del Genio added, "With fewer Library films in circulation and
with increased costs of producing films, the Debtors experienced a
significant reduction in revenues.  Over time, the reduction in
revenues directly and indirectly reduced the borrowing base
governing the First Lien Credit Agreement, which resulted in the
Debtors defaulting under the First Lien Credit Agreement and
rendered both the First Lien Credit Agreement and the Second Lien
Credit Agreement undersecured.  With decreased liquidity, the
Debtors became unable to finance new films based on these Secured
Facilities.  Instead, the Debtors were forced to turn to third-
party financiers -- often times the movie producers, themselves -
to finance new productions.  Thus, in addition to being unable to
cover the costs of new productions, the Debtors were forced to
take on new debt obligations to grow their business."

"As the global economy continued to sag, the Debtors' financial
position continued to weaken.  In the weeks and months leading up
to the Petition Date, the Debtors worked with several of their
creditors and stakeholders to restructure the agreements that the
Debtors had made with these parties, in an attempt to avoid filing
for bankruptcy.  While these negotiations bore fruit in the form
of a number of consensual agreements with these third parties, the
Debtors were unable to restructure all of their debts on an out-
of-court basis and could no longer maintain such a high level of
debt, which led to the filing of the Chapter 11 Cases on the
Petition Date."

                        The Chapter 11 Plan

The Plan proposes a prepackaged restructuring of the Debtors'
obligations under their prepetition credit facilities -- referred
to under the Plan as the Existing First Lien Claims in Class 2 and
the Existing Second Lien Claims in Class 3.  The existing public
equity will be cancelled.  New Term Loan Obligations, New Common
Stock and New Warrants will be created. With respect to the
Existing First Lien Claims and Existing Second Lien Claims, the
Plan provides that on the Effective Date, (a) the First Lien
Lenders will receive (i)  $300 million of New Term Loan
Obligations (ii) roughly 99% of the New Common Stock (subject to
dilution), and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.

The Plan provides for the classification of certain classes of
claims and interests as Impaired or Unimpaired, each as defined in
the Plan and dependent upon the application of the Consensual Plan
Alternative or the Non-Consensual Plan Alternative as described
below. The Voting Classes are Impaired under the Plan and the
holders of Claims in such Classes had their votes solicited prior
to the Petition Date and such Classes accepted the Plan by
overwhelming requisite majorities.

Class 1 Other Priority Claims, Class 4 Other Secured Claims (under
the Consensual Plan Alternative), and Class 5 General Unsecured
Claims (under the Consensual Plan Alternative if the Estimated
Class 5 Allowed Claims do not exceed the Maximum Class 5 Amount)
are Unimpaired under the Plan.  The holders of Claims in such
Classes are conclusively presumed to have accepted the Plan and,
therefore, did not have their votes solicited prior to the
Petition Date.

Class 4 Other Secured Claims (under the Non Consensual Plan
Alternative), Class 5 General Unsecured Claims (under (a) the Non
Consensual Plan Alternative or, (b) the Consensual Plan
Alternative if the Estimated Class 5 Allowed Claims exceed the
Maximum Class 5 Amount), Class 6 Subordinated Claims and Class 7
RHI Inc Interestsare Impaired under the Plan.  The holders of
Claims and Interests in all but one of such Classes (i.e., Class 4
Other Secured Claims (under the Non Consensual Plan Alternative)),
are not entitled to a distribution under the Plan, are deemed to
have rejected the Plan and did not have their votes solicited
prior to the Petition Date.

With respect to Class 4 Other Secured Claims, although the holders
of such Claims are entitled to receive or retain property under
the Plan under the Non-Consensual Plan Alternative, they are
deemed to reject the Plan and they similarly did not have their
votes solicited prior to the Petition Date.

The Debtors are targeting a combined a hearing on the Plan and the
Disclosure Statement 70 days after the Petition Date, or by
February 17, 2011.  Objections would be due 10 days before the
hearing.

                      About RHI Entertainment

RHI Entertainment, Inc. develops, produces and distributes made-
for-television movies, miniseries and other television programming
worldwide, and is the leading provider of new long-form television
content in the United States.  Under the leadership of Robert
Halmi, Sr. and Robert Halmi, Jr., RHI has produced and distributed
thousands of hours of quality television programming, and RHI's
productions have received more than 100 Emmy Awards.  In addition
to the development, production and distribution of new content,
RHI owns rights to over 1,000 titles comprising more than 3,500
broadcast hours of long-form television programming, which are
licensed to broadcast and cable networks and new media outlets
globally.

The Company's balance sheet as of September 30, 2010, showed
$524.72 million in assets, $834.09 million of liabilities, and a
stockholders' deficit of $309.37 million.

Logan and Co. is the claims and notice agent.


RHI ENTERTAINMENT: Case Summary & 32 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: RHI Entertainment, Inc.
        1325 Avenue of the Americas
        21st Floor
        New York, NY 10019

Bankruptcy Case No.: 10-16536

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     RHI Entertainment, LLC                10-16537
     RHIE Holdings Inc.                    10-16538
     RHI Entertainment Holdings II, LLC    10-16541
     RHI Entertainment Distribution, LLC   10-16549
     RHI International Distribution Inc.   10-16550
     RHI Entertainment Productions, LLC    10-16551
     HE Pro Tunes, Inc.                    10-16552
     HEGOA INC.                            10-16553
     HEP Music, Inc.                       10-16554
     HEP SS Music Inc.                     10-16555
     Don Quixote, Inc.                     10-16556
     Independent Projects, Inc.            10-16557
     Library Storage, Inc.                 10-16558
     Metropolitan Productions, Inc.        10-16560
     NGP Holding, Inc.                     10-16561
     SLB Productions, Inc.                 10-16562

Type of Business: RHI Entertainment, Inc., develops, produces
                  and distribute new made-for-television movies,
                  mini-series and other television programming
                  worldwide.

Chapter 11 Petition Date: December 10, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  Southern District of New York (Manhattan)

Bankruptcy Judge: Martin Glenn

Counsel for RHI:   D.J. Baker, Esq.
                   Rosalie Walker Gray, Esq.
                   Keith A. Simon, Esq.
                   Adam S. Ravin, Esq.
                   Jude Gorman, Esq.
                   LATHAM & WATKINS LLP
                   885 Third Avenue
                   New York, NY 10022
                   Tel: (212) 906-1200
                   Fax: (212) 751-4864
                   E-mail: dj.baker@lw.com

Counsel for
1st Lien Lenders:  Michael A. Chapnick
                   Wendy S. Walker
                   Morgan, Lewis & Bockius LLP
                   101 PARK AVENUE
                   New York, NY 10178-0060
                   Tel: (212) 309-6000
                   Fax: (212) 309-6001

Counsel for
2nd Lien Lenders:  Mark R. Somerstein, Esq.
                   Patricia I. Chen, Esq.
                   ROPES & GRAY LLP
                   1211 Avenue of the Americas
                   New York, NY 10036-8704
                   Tel: (212) 841-8814
                   Fax: (646) 725-1663

Debtors'

Claims
Agent           : LOGAN & COMPANY, INC.

Total Assets: $524,722,000

Total Debts : $834,094,000

The petition was signed by Robert A. Del Genio, strategic planning
officer.

Debtor's List of 32 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim      Claim Amount
  -------------                   ---------------    ------------
JPMorgan Chase Bank, N.A.       Aggregate First Lien
$569,181,413
Attn: Tricia Carpen             Credit Facility
10 S. Dearborn                  Deficiency Claims
Chicago, IL 60603

JPMorgan Chase Bank, N.A.       Individual First Lien
$85,899,067
Attn: Tricia Carpen             Credit Facility
10 S. Dearborn                  Deficiency Claim
Chicago, IL 60603

Bank of America N.A.            Individual First Lien
$85,170,041
Attn: David P. Maiorella        Credit Facility
201 E. Washington Street        Deficiency Claim
20th Floor
Phoenix, AZ 85004

Catalyst Fund Limited           Individual First Lien
$72,954,292
Partnership II                  Credit Facility
Catalyst Capital Group Inc.     Deficiency Claim

The Royal Bank of Scotland plc  Individual First Lien
$52,152,049
                                Credit Facility
                                Deficiency Claim

PNC Bank, National Association  Individual First Lien
$36,603,346
                                Credit Facility
                                Deficiency Claim

Union Bank, N.A.                Individual First Lien
$36,603,346
                                Credit Facility
                                Deficiency Claim

Alliance and Leicester          Individual First Lien
$31,374,296
Commercial Finance Plc          Credit Facility
Santander Corporate Banking     Deficiency Claim

BNP Paribas                     Individual First Lien
$26,145,247
                                Credit Facility
                                Deficiency Claim

Hypo Vereinsbank - Member of    Individual First Lien
$26,145,247
UniCredit Group                 Credit Facility
UniCredit Bank AG               Deficiency Claim

Israel Discount Bank of         Individual First Lien
$26,145,247
New York                        Credit Facility
                                Deficiency Claim

Wilmington Trust Company        Aggregate Second Lien
$82,257,363
                                Credit Facility
                                Deficiency Claims

JPMorgan Mezzanine              Individual Second
$54,838,242
Capital,LLC                     Lien Credit Facility
                                Deficiency Claim

Kelso AIV VII LP                Individual Second
$13,186,295
                                Lien Credit Facility
                                Deficiency Claim

California Bank & Trust         Individual Second
$10,967,648
                                Lien Credit Facility
                                Deficiency Claim

KEP VI AIV LLC                  Individual Second
$3,265,177
                                Lien Credit Facility
                                Deficiency Claim

Screen Actors' Guild (SAG)      Guild Payable
$12,733,351

U.S. Bank National              Production Company
$10,154,913
Association (in lieu of         Trade Payable
advances originally owed to
Felsberg Limited)

U.S. Bank National              Production Company
$8,517,835
Association (in lieu of         Trade Payable
advances originally owed to
Muse Financial Services Inc.)

MAT Movies & Television         Settlement Agreement
$6,991,914
Productions GmbH & Co.
Project IV KG

Writers' Guild of America       Guild Payable
$3,779,061

Directors' Guild of America     Guild Payable
$3,426,962

U.S. Bank National              Production Company
$2,231,045
Association (in lieu of         Trade Payable
advances originally owed to
Triffids Production
Corporation)

U.S. Bank National              Production Company
$1,800,000
Association (in lieu of         Trade Payable
advances originally owed to
Powercorp International Ltd)

U.S. Bank National              Production Company
$1,751,000
Association (in lieu of         Trade Payable
advances originally owed to
Muse Entertainment USA, Inc.)

Powercorp International Ltd.    Production Company
$1,500,000
                                Trade Payable

Paramount Group, Inc.           Amended Lease
$1,181,862
                                Agreement Payable

Alliance of Canadian Cinema,    Guild Payable
$656,012
Television and Radio
Artists (ACTRA)

National Bank of Canada         Production Company
$650,000
                                Trade Payable

Media, Entertainment and        Guild Payable
$550,321
Arts Alliance (MEAA)

Equity                          Guild Payable
$351,618

Crown Media Holdings, LLC       Vendor Payable
$200,000


RIGGING & WELDING: Court Confirms Plan of Reorganization
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
confirmed Rigging & Welding Specialists, Inc.'s Plan of
Reorganization, as amended.

According to the Disclosure Statement, the Debtor will fund Plan
payments from its ongoing business.

Under the Plan, the Debtor proposes to pay Wells Fargo Bank, N.A.
by making monthly payments of $225,000 at Wells Fargo prime plus
4.75 for three years.

Unsecured creditors with claims under $500 will receive payment in
full within 90 days of the effective date.

Unsecured creditors with claims over $500 will receive payment pro
rata, in monthly payments for a 120 months.

Claims of creditors considered as insiders will receive 100% of
their claims when all classes have been paid in full.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Rigging&Welding_AmendedPlan.pdf

                      About Rigging & Welding

Baytown, Texas-based Rigging & Welding Specialists, Inc., has two
primary sources of revenue: (1) by the rental of cranes with
operator or without; and (2) providing services for inspection,
testing and certification of slings and rigging equipment by the
testing and sales of crane rigging equipment.  The Company's
special "niche" is 24-hour/7-day-a-week service.

Rigging & Welding Specialists filed for Chapter 11 bankruptcy
protection on May 12, 2010 (Bankr. S.D. Texas Case No. 10-34012).
The Company disclosed $15,853,284 in assets and $17,547,127 in
debts.


RIVER ROCK: S&P Downgrades Issuer Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."

Furthermore, the rating action reflects the recent decision by the
Department of Interior to take land into trust for the Federated
Indians of Graton Rancheria, a federally recognized Native
American tribe.  S&P believes the Graton Tribe intends to build a
casino in Rohnert Park, Calif., approximately 35 miles from the
River Rock Casino.  Although the Graton Tribe must negotiate a
compact with California and obtain financing before moving forward
with the project, S&P views the land into trust decision as
significant progress toward the casino opening that may
potentially weigh on RREA's ability to address its refinancing
needs.  While there is limited clarity around the size, scope, and
timing of the project, S&P anticipate RREA will experience a
meaningful decline in EBITDA should new competition enter the
market.  At this point and based on preliminary projections
incorporating the potential impact of the Graton project, S&P sees
increased risk around RREA's ability to generate sufficient cash
flow to service its capital structure (assuming a refinancing that
addresses all liquidity needs) and tribal distribution needs.

In resolving the CreditWatch listing, S&P will monitor RREA's
progress toward addressing its refinancing needs.  In the event
that its refinancing needs are not addressed in the coming months,
S&P would likely lower the rating into the 'CCC' category.
Similarly, in the event that RREA moves forward with a refinancing
plan that would result in any debtholders being offered less than
what S&P deems as full and timely payment under its ratings
criteria, S&P expects to lower its rating further.  If RREA is
able to successfully refinance, S&P would likely affirm the rating
at 'B-'.  Any rating upside would likely be contingent upon
further clarity around the size, scope, and timing of the Graton
project and a more firm assessment of the impact that this new
competitor would have on RREA's cash flow generation relative to
its fixed charges.


RLC INDUSTRIES: S&P Puts 'B-' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B-'
corporate credit rating on Roseburg, Ore.-based RLC Industries
Inc. on CreditWatch with negative implications.

"The CreditWatch listing follows RLC's weaker-than-expected
operating performance during the quarter ended Sept. 30, 2010, as
a result of the ongoing challenges in new residential construction
activity which heightens the risk around the company's ability to
remain in compliance with its financial covenants in the near
term," said Standard & Poor's credit analyst Tobias Crabtree.
While the company was in compliance with its covenants as of
Sept. 30, 2010, its tightest covenant is a minimum EBITDA
requirement of $71.5 million as of Dec. 31, 2010, which steps up
to $76 million as of March 31, 2011, $100 million as of June 30,
2011, and $126 million as of Sept. 30, 2011.  S&P expects 2010
adjusted EBITDA could fall below $60 million, which excludes any
benefit from potential timber-related transactions.  The credit
facilities allow the company to include gains on timberland sales
in the EBITDA calculation, subject to a maximum level of about
$30 million through 2010.  In addition, S&P's rating and outlook
reflected its expectation that the company would have addressed
its significant October 2011 debt maturities by now, including the
maturity of its revolving credit facility.

At this time, S&P has not lowered the rating as S&P expects that
the company will likely refinance or obtain an amendment prior to
a refinancing if it were likely to violate its financial covenants
in the near term, as the credit facilities are secured by the
company's substantial and valuable timberland holdings.

In resolving the CreditWatch listing, S&P will continue to monitor
the company's progress toward addressing its significant near-term
debt maturities, including its revolving credit facility, and
increased risk of a potential covenant breach.  S&P could lower
the rating if the company is unable to address its 2011 maturities
during the first quarter of 2011.


RUMSEY LAND: Has Until December 30 to File Disclosure Statement
---------------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado extended Rumsey Land Co., LLC's exclusive
period to file its Disclosure Statement until December 30, 2010.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtors will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, represents the Debtor.  The Company estimated
assets and debts at $10 million to $50 million.


SAINT VINCENT: Proof of Claim Didn't Violate Automatic Stay
-----------------------------------------------------------
WestLaw reports that a creditor did not violate the automatic stay
by filing a proof of claim that included the full amount of the
debt, including the amounts owed due to its acceleration of the
debt via its proof of claim.  The loan documents provided that
service of a notice of intent to accelerate the debt was not
necessary, and the creditor did not seek to collect or enforce the
debt.  In re Saint Vincent's Catholic Medical Centers of New York,
--- B.R. ----, 2010 WL 4553542 (Bankr. S.D.N.Y.) (Morris, J.).

A copy the Honorable Cecelia Morris' Memorandum Decision dated
Nov. 12, 2010, in Michael E. Katzenstein, in his capacity As the
MedMal Trust Monitor v. VIII SV5556 Lender, LLC, Adv. Pro. No. 10-
03281 (Bankr. S.D.N.Y.), is available at http://is.gd/iuCa8from
Leagle.com.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAKS INCORPORATED: Moody's Upgrades Default Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded Saks Incorporated's Probability
of Default Rating to B2 from B3.  At the same time, Moody's placed
all of Saks' ratings on review for possible upgrade.  The upgrade
of the PDR and the review for possible upgrade reflect Saks'
notably stronger earnings for the first nine months of 2010 which
has led to a solid improvement in credit metrics.

                        Ratings Rationale

"Saks' earnings have notably improved due to higher consumer
spending, a rebound in the luxury goods markets, and the
company closing underperforming stores which had previously been
a small drag on earnings" stated Maggie Taylor, Senior Credit
Officer at Moody's.  For the twelve months ending October 31,
2010, Saks' earnings improved such that EBIT was $80 million
versus $(24) million in fiscal 2009.  For the twelve months ending
October 31, 2010, debt to EBITDA improved to 4.6 times from 6.2
times for fiscal 2009.  EBITA to interest expense also
strengthened to 1.3 times from 0.2 times for the same
corresponding periods.

The upgrade in the Probability of Default to B2 acknowledges that
Saks' improved operating performance has lessened the risk of
default.  Additionally, as Saks has moved further away from
default asset recovery rates are less clear.  Thus, Moody's is
applying its standard 50% family recovery rate instead of the
previously used 65% rate.

The review for possible upgrade will focus on Saks' performance
during the fourth quarter which includes the holiday season.  The
review will also focus on Saks' liquidity, debt maturities, and
operating strategies including any plans for further store
closings.

This rating is upgraded and placed on review for possible upgrade:

  -- Probability of Default Rating to B2 from B3

These ratings are placed on review for possible upgrade and LGD
point estimates are updated and subject to further change:

  -- Corporate Family Rating of B2
  -- Senior Unsecured Notes of B3 (to LGD 5, 72% from LGD 4, 53%)

The last rating action for Saks was on March 16, 2010, when its
senior unsecured notes were upgraded to B3 from Caa1 and the
rating outlook was changed to stable from negative.

Saks Incorporated, headquartered in New York, NY, operates 47 Saks
Fifth Avenue luxury department stores, 58 Off Fifth off-price
stores, and saks.com.  Total revenues are about $2.7 billion.


SHEPPARD'S EDGE: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sheppard's Edge Apartments, Ltd.
        a Texas Limited Partnership
        125 W. Griggs
        Las Cruces, NM 88001

Bankruptcy Case No.: 10-16040

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: R Trey Arvizu, III, Esq.
                  ARVIZULAW.COM, LTD.
                  P.O. Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: (575) 527-8600
                  Fax: (575) 527-1199
                  E-mail: trey@arvizulaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nmb10-16040.pdf

The petition was signed by Edgar Lopez, managing member of general
partner.


SOURCECORP INC: S&P Gives Negative Outlook, Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook
on SOURCECORP Inc. to negative from stable.  In addition, S&P
affirmed its ratings on the company, including its 'B' corporate
credit rating.  The outlook revision reflects SOURCECORP's
declining EBITDA levels and diminished covenant headroom.

"S&P's ratings on SOURCECORP reflect its highly leveraged
financial profile, challenging market conditions, and constrained
liquidity," said Standard & Poor's credit analyst Martha Toll-
Reed.  SOURCECORP provides solutions that enable its customers to
automate high-volume, document-intensive workflow processes
through services that include: document scanning/digitization,
Web-based electronic document hosting and retrieval, and customer
statement processing.  In addition, it offers specialized services
that include class action claims administration services and
professional economic research and litigation services.
SOURCECORP's vulnerable business profile reflects its niche
position in the large, fragmented, business process outsourcing
market, partly offset by a material level of recurring revenues,
significant customer switching costs, and a diverse customer base.


SOUTH TECH: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: South Tech Simmons 3040C, LLC
        1999 Whitney Mesa, #120
        Henderson, NV 89014

Bankruptcy Case No.: 10-32857

Chapter 11 Petition Date: December 8, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Brett A. Axelrod, Esq.
                  FOX ROTHSCHILD LLP
                  3800 Howard Hughes Parkway, Suite 500
                  Las Vegas, NV 89169
                  Tel: (702) 262-6899
                  Fax: (702) 597-5503
                  E-mail: baxelrod@foxrothschild.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-32857.pdf

The petition was signed by Tom E. Hallett of Whitton Corp., sole
manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Whitton Corporation                   10-32680            12/05/10


SPENCER CHANG: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Spencer G. Chang
               Shing Yiing Sarah Chang
               4925 Spruce Bluff Dr
               Atlanta, GA 30350

Bankruptcy Case No.: 10-96478

Chapter 11 Petition Date: December 6, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Mark E. Scott, Esq.
                  THE BARRISTER LAW GROUP
                  3325 Paddocks Parkway, Suite 140
                  Suwanee, GA 30097
                  Tel: (770) 529-3476
                  E-mail: mscott@barristerlaw.net

Scheduled Assets: $2,280,344

Scheduled Debts: $2,995,899

A list of the Joint Debtors' eight largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb10-96478.pdf


STERLING ESTATES: Promises 100% Recovery for Unsecureds
-------------------------------------------------------
Sterling Estates (Delaware) LLC filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides for
distributions to the holders of allowed claims from funds realized
from the continued operation of the Debtors business well as from
existing cash deposits and cash resources of the Debtor.  To the
extent necessary, the balloon payments to ORIX Capital Markets,
LLC, as special servicer for Wells Fargo Bank, N.A., not
individually but solely as Trustee for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-2, well as other secured
and unsecured creditors, required under the Plan, may be made from
the proceeds of the refinancing or sale of the real estate.

Orix will receive and retain:

   a. its liens on the real and personal property owned by the
      Debtor, to the same extent and with the same validity,
      enforceability, perfection and priority as it had on the
      Petition Date, until the Allowed Class 1 Claims are paid in
      full;

   b. interest on its Allowed Class 1 Claim until fully paid at
      the prepetition, non-default contract rate (4.95%), payable
      in 48 monthly installments of interest only and thereafter,
      23 monthly installments of principal and interest at the
      original contract amount of $216,176, all payable on the
      15th day of each month; and

   c. payment of the unpaid balance of the Allowed Class 1 Claim
      due it on the sixth anniversary of the Effective Date;

Tenants at the real estate may have provided security deposits to
the Debtor in conjunction with their leases with the Debtor.
Tenants will be paid 100% of the allowed amount of their Class 3
claims in cash without interest as required by the terms of the
lease between the Debtor and each respective tenant.

Other secured creditors will paid in full in cash with interest at
4.95% per annum, no later than 6 months after the effective date
of the Plan.

Unsecured Creditors will receive 100% of the allowed amount of
their claims with interest at 4.95% per annum.

Under the Plan, Sterling Estates Ltd., Partnership, the Debtor's
sole managing member, will retain its equity interest in the
Debtor after Confirmation of the Plan.

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

                     About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, a
Delaware Limited Liability Company, dba Sterling Estates
Manufactured Home Community, filed for Chapter 11 bankruptcy
protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, represents
the Debtor.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.


SUPERMEDIA INC: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based SuperMedia Inc. to 'CC' from 'B-'.
S&P also lowered its issue-level rating on the company's senior
secured credit facility to 'CC' from 'B-'.  At the same time, S&P
placed these ratings on CreditWatch with negative implications.
The recovery rating on the senior secured debt remains unchanged
at '3', indication S&P's expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

SuperMedia, the second largest directory publisher in the U.S.,
had total debt outstanding of $2.5 billion as of Sept. 30, 2010.

"The downgrade reflects S&P's view that the company's discussion
about a proposed amendment, which would allow for subpar
repurchases of its term debt of up to $185 million for 90 days
from the effective date of the amendment, suggests a high
probability of a subpar buyback," explained Standard & Poor's
credit analyst Andy Liu.  "Under Standard & Poor's criteria, S&P
would view these subpar buybacks as tantamount to a default.  The
term loan is trading at a significant discount to the par value,
and buybacks could be done by means of a tender offer."

S&P has taken this view in light of the company's debt leverage
and poor operating outlook as indications of financial distress.
S&P see significant risks of secular declines in the print
directory sector, as well as increased competition as small
business advertising expands across a greater number of marketing
channels.

The loan agreement specifies a total leverage covenant (which
is set at 6.5x through the end of 2010, stepping up to 7.5x
thereafter) and an interest coverage covenant (which is set at
1.4x through the end of 2010, stepping down to 1.1x thereafter).
Although S&P expects credit measures to weaken materially from
current levels, S&P does not anticipate that the company is at
risk of potentially violating a financial covenant over the
near term.  Cash balances as of Sept. 30, 2010 increased to
$331 million, from $300 million at June 30, 2010.

Upon completion of the amendment and commencement of a subpar
repurchase of term debt, S&P expects to lower the corporate credit
rating to 'SD' (selective default) and the issue-level rating on
the company's senior secured credit facilities to 'D'.  As soon as
possible thereafter, S&P will reassess the company's business
outlook and financial profile and assign new ratings.


TAMARACK RESORTS: Banc of America Looks to Reclaim 2 Chairlifts
---------------------------------------------------------------
Banc of America Leasing & Capital LLC is demanding the return of
two chairlifts from Idaho's Tamarack Resort LLC, saying it's
incurred millions of dollars in damages stemming from the lease
deal, Dow Jones' Small Cap reports.

According to the report, Banc of America appealed to a bankruptcy
judge for help taking back the chairlifts -- a move that requires
the lift of an automatic stay currently shielding Tamarack from
creditors' attempts to seize assets.

Per a lease agreement engineered in November 2008, Banc of America
leased Tamarack two chairlifts -- the Dopplemayr CTEC "Wildwood
Express" Detachable Quad Chairlift and the Dopplemayr CTEC
"Whitewater Chair" Quad Fixed Grip Chairlift, the report notes.

However, Dow Jones' says, Banc of America said that the ski
destination has defaulted on the deal, three times over.  The trio
of offenses includes Tamarack's failure to make payments since
January 2009 and that it ceased operations last spring, according
to Banc of America, the report adds.

                     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.


TAYLOR BEAN: Ex-Chairman Farkas Sells Home for $2.8 Million
-----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that former Taylor, Bean & Whitaker Mortgage Corp.
chairman Lee Farkas -- who has pleaded not guilty to the fraud
charges -- won court approval Wednesday to sell his primary
residence in Ocala, Florida, for $2.8 million and use the proceeds
to purchase two homes in the Sunshine State.  DBR says the order
was signed by U.S. District Judge Leonie M. Brinkema and federal
prosecutors.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TENET HEALTHCARE: Rejects $3.3BB Merger Bid From Community Health
-----------------------------------------------------------------
Tenet Healthcare Corporation on Thursday confirmed that it has
received a proposal from Community Health Systems, Inc., to
acquire all of the outstanding shares of Tenet for $6.00 per share
in cash and stock.

Tenet noted that Community Health's proposal is identical in all
material respects to a Community Health proposal received by Tenet
on November 12, 2010.  The Tenet Board of Directors, after
consultation with its financial and legal advisors, unanimously
determined that the prior Community Health proposal was not in the
best interests of Tenet or its shareholders.

In making its determination, the Tenet Board considered that
Community Health's opportunistic proposal would transfer the
growth potential inherent in Tenet to Community Health without
adequately compensating Tenet shareholders.  The Tenet Board
believes that the interests of Tenet shareholders would be better
served by benefiting from 100% of the upside inherent in Tenet
rather than accepting Community Health's inadequate proposal.  In
addition, the Board has serious concerns about Community Health's
ability to integrate and operate a business like Tenet.

A full-text copy of Tenet board's letter to Wayne T. Smith,
chairman of the Board, President and CEO of Community Health, is
available at no charge at http://ResearchArchives.com/t/s?70d8

According to The Wall Street Journal's Gina Chon, Anupreeta Das
and Janet Adamy, Community Health Systems Inc. made a $3.3 billion
unsolicited offer for smaller rival Tenet.  The deal would create
the country's largest hospital operator as measured by number of
facilities -- with about $22 billion in revenue from 176 hospitals
in 30 states and a total of 32,830 licensed beds.

According to the Journal, the Community Health offers are the
clearest indication yet that the federal health overhaul law is
accelerating a wave of consolidation within the hospital industry.
That wave started before President Barack Obama signed the
sweeping legislation in March, but it is kicking into high gear as
hospitals try to prepare for sweeping changes in the way they
coordinate treatments for patients and work with doctors.  The law
aims to redesign the medical system so that hospitals and other
health-care providers are paid for providing coordinated care to
patients instead of for every test and operation they perform.
Because of this, hospitals say, it makes sense to buy up other
hospital groups and doctors' practices to make it easier to
provide an umbrella care organization.

The Journal says hospitals are also trying to buffer the hit they
expect from the law's steep government payment cuts and from the
coming threat of a more consolidated health-insurance industry.
Being bigger will give them more power to negotiate the prices
insurers pay them.

The Journal notes Credit Suisse and law firm Kirkland & Ellis LLP
are advising Community Health.  Tenet is being advised by Barclays
Capital and the law firms Gibson Dunn & Crutcher LLP and Debevoise
& Plimpton LLP.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Sept. 30, 2010, showed $8.53
billion in total assets, $6.77 billion in total liabilities, and
stockholder's equity of $1.76 million.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its "B2" corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending December 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.


TENNECO INC: Fitch Assigns 'B+' Rating to $500 Mil. Notes
---------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+' to Tenneco Inc.'s
$500 million of new senior unsecured notes issued in a private
offering.  Proceeds from the notes, which mature in 2020, will
be used to fund the company's tender offer for any and all the
$500 million of 8 5/8% senior subordinated notes due 2014
currently outstanding.  The new senior unsecured notes rank pari
passu with the company's existing senior unsecured notes and are
essentially subordinated to its outstanding secured debt, which
includes a $150 million secured term loan B and two secured
revolvers with a total capacity of $752 million (of which
$86 million was drawn at Sept. 30, 2010).  TEN's Issuer Default
Rating is 'BB-' and the Rating Outlook is Stable.

TEN's ratings reflect the strengthening of the auto supplier's
credit profile that has taken place over the past year as
conditions in the global auto industry have improved.  The better
operating environment, along with steps the company took during
the worst of the downturn to rationalize its cost structure, have
reduced leverage, grown margins and strengthened liquidity,
although free cash flow (adjusted for a change in accounting rules
for the company's U.S. accounts receivable securitization program)
was down somewhat in the first nine months of 2010 due to working
capital and increased capital spending.  Liquidity at the end of
the third quarter of 2010 included $184 million of cash and cash
equivalents and $614 million of unused availability on the
company's secured revolving credit facilities, as well as two
North American accounts receivable securitization programs with a
total capacity of $150 million.  Debt maturities over the next 12
months stood at only $70 million at the end of the third quarter.

Leverage (debt/EBITDA) at the end of the third quarter of 2010 was
2.4 times, which is a full turn better than the company's leverage
of 3.4x at year-end 2009.  Free cash flow, adjusted for the change
in accounting related to the company's accounts receivable
securitization program, was $108 million in the 12 months ended
Sept. 30, 2010.  Fitch expects free cash flow to strengthen over
the intermediate term as the company realizes benefits from its
efforts to better manage working capital needs despite capital
spending that is expected grow with revenues.  TEN expects capital
expenditures in 2010 to total $150 million, up 25% from the
$120 million spent in 2009.

Concerns remain centered on TEN's revenue concentration in Europe,
given Fitch's outlook for vehicle production in Western Europe to
fall 7% to 8% in 2010 and remain relatively flat 2011.  Europe
accounted for 36% of TEN's sales in 2009 and 32% in the first nine
months of 2010.  Other concerns include the company's underfunded
pension plans, which in the U.S. were underfunded by $142 million
at year-end 2009, for a funded status of only 58%.  Collectively,
the company's foreign pension plans, at 79% funded, were in a
relatively stronger funded position than the U.S. plans.  TEN
plans to contribute $54 million to its global pension plans in
2010, of which $33 million was contributed in the first nine
months of the year.

Over the longer term, TEN's relatively strong position in the
emissions segment positions the company well to expand its
customer base and volumes, particularly in areas beyond light
vehicles, such as commercial and off-highway vehicles.  The
emissions segment is expected to be a key driver of revenue growth
over the longer term as emission standards tighten around the
globe.  Revenue and free cash flow also will be supported by the
company's migration to higher-margin value-added products.

The Stable Outlook is driven by Fitch's view that the company's
credit profile has improved sufficiently to withstand weaker
industry conditions if they were to redevelop, although Fitch's
current industry outlook is for continued production growth over
the intermediate term.  Fitch could revise the Outlook to Positive
or upgrade the ratings if global vehicle production shows
continued improvement and if the company demonstrates an ability
to generate positive free cash flow on a consistent basis.

Fitch maintains these ratings on TEN:

  -- IDR 'BB-';

  -- Senior secured revolving credit facility rating 'BB+';

  -- Senior secured term loan B rating 'BB+';

  -- Senior secured tranche B-1 letter of credit/revolving loan
     facility rating 'BB+';

  -- Senior secured second lien notes rating 'BB';

  -- Senior unsecured notes rating 'B+';

  -- Subordinated notes rating 'B'.


TENNECO INC: Moody's Raises Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service raised the ratings of Tenneco Inc. --
Corporate Family and Probability of Default Ratings to B1 from B2,
and assigned a B2 rating to the company's new $500 million senior
unsecured notes.  In a related action Moody's raised the ratings
on the company's existing senior secured bank debt to Ba1 from
Ba2, and affirmed the ratings on the existing senior unsecured
notes at B2.  The rating outlook was revised to positive from
stable.

These ratings were raised:

  -- Corporate Family rating, to B1 from B2;

  -- Probability of Default rating, to B1 from B2;

  -- First lien senior secured revolving credit facility, to Ba1
     (LGD2, 11%) from Ba2 (LGD2, 12%);

  -- $130 million first lien senior secured letter of credit /
     revolving loan facility, to Ba1 (LGD2, 11%) from Ba2 (LGD2,
     12%);

  -- $150 million first lien senior secured Term Loan B due 2016,
     to Ba1 (LGD2, 11%) from Ba2 (LGD2, 12%);

  -- 8.625% guaranteed senior subordinated notes (any remaining
     amounts) due November 2014, to B3 (LGD6, 97%) from Caa1
     (LGD5, 86%), (ratings to be withdrawn if fully repaid);

This rating was assigned:

  -- B2 (LGD4, 66%) to the new $500 million senior unsecured notes
     due 2020;

These ratings were affirmed:

  -- 7.75% senior unsecured notes due 2018, B2 (LGD4, 66%);

  -- 8.125% guaranteed senior unsecured notes due 2015, B2 (LGD4,
     66%)

The last rating action for Tenneco was on July 29, 2010, when
ratings were assigned to the company's 7.75% unsecured notes and
the B2 Corporate Family Rating was affirmed.

                         Rating Rationale

Tenneco has announced an offering of $500 million of new senior
unsecured notes and the tender offer and consent solicitation of
the existing $500 million 8.625% guaranteed senior subordinated
notes.  The net proceeds from the new senior unsecured notes will
be used to fund the tender offer and consent solicitation.
Moody's expects Tenneco to redeem any untendered amounts following
the completion of the tender.

The upgrade of Tenneco's Corporate Family Rating to B1
incorporates the company's better than anticipated performance
over the past two quarters and reduced debt service costs from the
company's recent and proposed debt refinancing.  Moody's expects
that Tenneco's continued improving performance combined with the
interest expense savings from the company's current and recent
debt refinancing to solidly support the assigned rating.  For the
LTM period ending September 30, 2010, Tenneco's EBIT/Interest
(including Moody's standard adjustments) approximated 2.1x and
Debt/EBITDA approximated 3.4x.  The pro forma impact of the
combined debt refinancing results in an LTM EBIT/Interest of about
2.3x.

The positive outlook anticipates that Tenneco's credit metrics
will benefit from higher commercial vehicle program launches to
new customers beginning in late 2010 and into 2011 related to
meeting emissions regulations over the intermediate-term.  This
increased business is expected to partially mitigate Moody's
expectations of a lagging recovery in the European economy
(approximately 44% of Tenneco's revenues are in the company's
European, South American, and Indian markets).  In addition, the
company's improved cost structure is expected to support growth in
operating performance.

Tenneco is expected to have a good liquidity profile over the
near-term supported by the company's cash balances and revolving
credit availability.  As of September 30, 2010, the company
maintained cash and cash equivalents of $184 million.  Tenneco's
cash balances and Moody's expectation of positive free cash flow
generation by the company over the near-term are expected to more
than support nominal term loan amortization and potential risk of
non-renewal of factoring lines.  The $622 million revolving credit
facility commitments will reduce to $556 million March 2012 and
matures in May 2014.  The $130 million senior secured tranche B
revolver/letter of credit facility mature in March 2014.  As of
September 30, 2010 there were $86 million of funded borrowings and
$52 million of outstanding letters of credit under the combined
facilities.  Moody's expects Tenneco's performance over the next
twelve months to provide ample cushion under the financial
covenants of the bank credit facilities, supporting access to the
commitments.  Alternative sources of liquidity are limited to
additional indebtedness baskets under the bank credit facilities.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control (approximately 63% of
sales) and ride control (approximately 37% of sales) products and
systems for both the worldwide original equipment market and
aftermarket.  Leading brands include Monroe(R), Rancho(R),
Clevite(R), and Fric Rot ride control products and Walker(R),
Fonos, and Gillet emission control products.  Net sales in 2009
were approximately $4.6 billion.


TENNECO INC: S&P Assigns 'B+' Rating to $500 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned a
'B+' rating to Tenneco Inc.'s proposed $500 million senior
unsecured notes due 2020 with a recovery rating of '5', indicating
S&P's expectation that lenders would receive modest (10%-30%)
recovery in the event of a default.  At the same time, S&P lowered
the issue-level ratings to 'B+' from 'BB-' and recovery ratings to
'5' from '4' for the company's $250 million senior unsecured notes
due 2015 and $225 million senior unsecured notes due 2018.

Proceeds of this offering will be used to fund a tender offer for
the outstanding balance of Tenneco's $500 million 8.625% senior
subordinated notes with an early closing date of Dec. 22, 2010.
Any notes not tendered will be called on Jan. 6, 2010, at 102.875%
of the principal amount.  S&P will withdraw its rating on this
issue at that time.

The proposed notes will be general senior obligations of Tenneco
and the guarantors, ranking equal in right of payment with other
unsubordinated debt and senior in right of payment to subordinated
debt.  The proposed notes will not be secured by any assets of
Tenneco.

The 'BB-' corporate credit rating on Lake Forest, Ill.-based
Tenneco reflects the company's significant leverage and
substantial exposure to the highly cyclical light-vehicle and
commercial-vehicle markets.

                           Ratings List

                           Tenneco Inc.

      Corporate Credit Rating                 BB-/Stable/--

                            New Rating

                           Tenneco Inc.

             $500 mil sr unsec notes due 2020      B+
              Recovery rating                      5

                            Downgraded

                            Tenneco Inc.

                                        To                 From
                                        --                 ----
  $250 mil sr unsec notes due 2015      B+                 BB-
      Recovery rating                   5                  4

  $225 mil sr unsec notes due 2018      B+                 BB-
      Recovery rating                   5                  4


TRICO MARINE: $7MM Tranche B Term Loan Available Until December 31
------------------------------------------------------------------
In a regulatory filing Wednesday, Trico Marine Services, Inc.,
discloses that on December 3, 2010, Trico Shipping AS entered into
an amendment and waiver (the "Fourth Amendment") to the priority
credit agreement by and among Trico Shipping, as borrower, Trico
Supply AS ("Holdings") and certain of Holdings' other wholly owned
subsidiaries identified therein, as guarantors, Cantor Fitzgerald
Securities, as administrative agent, and the lenders party
thereto.  The Fourth Amendment amended the Priority Credit
Agreement by extending the termination date of the $7,000,000
Tranche B Term Loan commitment from October 31, 2010, to
December 31, 2010.  In addition, the Fourth Amendment provided a
waiver of the following defaults under the Priority Credit
Agreement: (i) failure to meet minimum LTM EBITDA targets for the
periods ending November 30, 2010, and (ii) certain cross-defaults
to the indenture governing the 11-7/8% senior secured notes due
2014 issued by Trico Shipping and the Trico Shipping working
capital facility.  The $7,000,000 Tranche B was drawn subsequent
to the execution of the Fourth Amendment.

Affiliates of certain funds managed by Tennenbaum Capital
Partners, LLC are lenders under Trico Marine Services, Inc.'s
("the Company") Second Amended and Restated Credit Agreement dated
as of June 11, 2010, as amended, the Company's Senior Secured,
Super-Priority Debtor-in-Possession Credit Agreement, dated as of
August 24, 2010, as amended, and Trico Shipping's Credit Agreement
dated as of October 30, 2009, as amended.  At present, certain
lenders under the Priority Credit Agreement are holders of the
Notes.

A complete text of the Fourth Amendment is available for free at:

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

                       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.


TRIUMPH CHRISTIAN: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Triumph Christian Center, Inc.
        P.O. Box 17897
        Sugar Land, TX 77496-7897

Bankruptcy Case No.: 10-41239

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

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: $3,925,944

Scheduled Debts: $2,773,898

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-41239.pdf

The petition was signed by Ladell Graham, president.


URS CORPORATION: Moodys' Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed URS Corporation's Ba1 corporate
family, Ba1 probability of default and SGL-1 speculative grade
liquidity ratings and changed its ratings outlook to positive from
stable, indicating the potential that the company could be
upgraded to Investment Grade within the next year.  At the same
time, URS' Baa3 senior secured bank facility rating was placed
under review for possible downgrade, related to the pending
release of asset security.  Once this is completed, the facility
will effectively be unsecured (except for the pledge of subsidiary
shares) and Moody's expects to lower the facility rating one notch
to Ba1, equal to the corporate family rating.

The outlook change considers URS' demonstrated ability to produce
resilient results through the economic cycle.  As well, the
company's significant scale, conservatively leveraged balance
sheet and ongoing generation of material free cash flow provide it
with good capacity to pursue future growth initiatives, which may
include acquisitions.  For its rating to be moved higher, Moody's
needs to gain further confidence that URS will maintain a
disciplined approach to financing any such initiatives, including
the ability to quickly restore its adjusted Debt/ EBITDA below
2.75x and Funds from Operations/ Debt above 30%, should its ratios
stretch beyond these boundaries.

URS' Ba1 corporate family rating considers its strong market
position as one of the largest, fully integrated providers of
engineering, procurement and construction services to an
assortment of end markets, mainly within the United States.  While
some of these end markets are highly cyclical (such as power, oil
& gas, manufacturing and mining), about 50% of URS' revenue is
derived from the Federal Government Sector for services such as
managing, operating and maintaining various facilities and
projects, and this revenue source tends to be relatively stable.
Near term results should benefit from URS' significant backlog
level (about 200% of revenues), improving economic conditions, and
project execution that has been favorable.  Key credit metrics,
including Debt/ EBITDA of 2.5x and FFO/ Debt of 34% are at levels
of strength for its rating, although some of this capacity may be
absorbed by future acquisition activity.  Margin pressure could
also develop, in Moody's opinion, driven by greater levels of
competition arising through the recent downturn or performance
issues related to the industry trend towards increasing percentage
of fixed-price contracts.  Longer term, Government budget
constraints could also weigh on URS' results.

While not currently expected, negative rating pressure could
develop in the event of significant margin compression from
project performance issues or if URS were to pursue a large debt-
financed acquisition.  Metrics associated with downward rating
action would include sustained Debt/ EBITDA above 3.25x and FFO/
Debt below 20%.

Moody's last rating action on URS was on December 15, 2009, when
Moody's upgraded the company's corporate family rating to Ba1 from
Ba2 with a stable outlook.

URS Corporation, headquartered in San Francisco, California, is a
leading engineering and construction firm and a major federal
government contractor that provides a range of professional
planning, design, engineering, construction, operations and
maintenance, and decommissioning and closure services.
Consolidated revenues for the trailing twelve months to October 1,
2010, were approximately $8.9 billion.


US FOODSERVICE: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 90.63 cents-
on-the-dollar during the week ended Friday, December 10, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.61
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 3, 2014, and carries
Moody's B2 rating.  The loan is one of the biggest gainers and
losers among 201 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


VALLEJO, CA: Creditors Resist Bankruptcy-Exit Plan
--------------------------------------------------
As reported in the Troubled Company Reporter on December 2, 2010,
Reuters said that the city council of Vallejo unanimously approved
a financial plan to exit its bankruptcy.  Vallejo's five-year plan
tackles $195 million in unfunded pension obligations, creates a
rainy-day fund, lowers benefits for new city workers and reduces
payments toward retired employees' health care.  According to
Reuters, Howard Cure, director of municipal research at Evercore
Wealth Management, said the plan may in coming weeks go before the
judge hearing Vallejo's bankruptcy case, who will scrutinize its
details, including how it proposes paying the city's bondholders.

However, Dow Jones' notes that the plan has angered some of the
city's more than 1,000 creditors, some of whom are now threatening
to plunge the town into costly legal battles.  Some of those up in
arms are Vallejo's more than 400 retirees and surviving spouses,
to whom the city had guaranteed $135 million in health-care
benefits, the report says.

According to the report, Jim Paul, an attorney for the retirees,
says the city has "not negotiated with us in any sense at all, and
now they are forcing this plan on the retirees."  He says he
intends to file a challenge to the plan. The flap comes as Vallejo
- California's largest municipal bankruptcy since Orange County
filed in 1994 - tries to find firmer financial footing since
filing for bankruptcy protection in May 2008, Dow Jones' relates.

Under its plan, the report discloses, Vallejo said it will defer
any debt repayment until 2013, given that it has just $5 million
to pay back unsecured creditors owed more than an estimated $50
million.

                      About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VITRO SAB: U.S. Units Contest Involuntary Ch. 11 Petitions
----------------------------------------------------------
Vitro America, LLC and 14 other U.S. indirect subsidiaries of
Vitro, S.A.B. de C.V. have filed a joint answer in the U.S.
Bankruptcy Court for the Northern District of Texas, contesting
the involuntary chapter 11 petitions filed against them on
November 17 by dissident minority bondholders who together hold
approximately 6% of Vitro SAB's outstanding U.S. bonds.  In their
answer, Vitro America and its affiliates contest the basis for the
involuntary petitions and assert affirmative defenses, including
that Vitro America and its affiliates are generally paying their
debts as they become due.  A status conference before the
Bankruptcy Court has been scheduled for December 20.

"Vitro America and its U.S. affiliates intend to continue to
operate as usual with no changes to our day-to-day operations
while the involuntary chapter 11 proceedings are being resolved.
We are grateful for the support from our customers, vendors and
employees during this time, and continue to ask for their
cooperation as we continue to seek a prompt resolution of this
matter for the benefit of all of our stakeholders," said Arturo
Carrillo, President and Chief Executive Officer of Vitro America.

                     About Vitro America LLC

Headquartered in Memphis, Tennessee, Vitro America is a leading
fabricator, distributor, and installer of glass in the
construction and automotive replacement markets.  Vitro America
serves more than 40,000 customers from more than 100 locations
throughout the United States. Vitro America is a wholly owned
subsidiary of Vitro SAB, one of the largest glass manufacturers in
the world.

                         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).


WASHEX INC: CIA Holds Sale on December 15 & 16
----------------------------------------------
Bruce Beggs, editor at American Laundry News, reports that
Investment Recovery Services in conjunction with Cincinnati
Industrial Auctioneers will conduct a sale on Dec. 15 & 16, 2010,
at the former Washex headquarters, 5000 Central Freeway, in
Wichita Falls.

Mr. Beggs notes that product line and intellectual property to be
offered December 15 include the rights to the Washex name and the
Washex.com domain name; machine files; engineering prints and
machine drawings; and some electronic files.  December 16
offerings will be a large quantity of specialized equipment and
fixtures for manufacturing washer drums and components; and a
sizable raw-material inventory, including structural steel and
stainless materials.

Mr. Beggs notes public inspection will be 10 a.m. to 4 p.m. local
time on Dec. 14, 2010.  Internet bidding will be an option during
the second day of the sale.  All prospective online bidders must
be registered and approved no later than 48 hours before the
auction starts.

Washex, Inc., based in Wichita Falls, Texas, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 10-30156) on
January 21, 2010.  Dean W. Baker, Esq., at Bohonnon Law Firm in
New Haven, Connecticut, serves as bankruptcy counsel.  Washex
estimated $1 million to $10 million in assets and debts.


WEST HAVEN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: West Haven Towne Centre, LLC
        900 Grammercy Ave.
        Ogden, UT 84401

Bankruptcy Case No.: 10-36887

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Rocky D. Crofts, Esq.
                  LAW OFFICE OF ROCKY D CROFTS, PC
                  5434 South Freeway Park Drive
                  Riverdale, UT 84405
                  Tel: (801) 614-5111

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 John Thomas, manager.


YOUTH/ADULT CARE: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Youth/Adult Care Management, Inc.
        P.O. Box 1013
        Concord, NC 28026

Bankruptcy Case No.: 10-52274

Chapter 11 Petition Date: December 8, 2010

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Aron

Debtor's Counsel: Edwin H. Ferguson, Jr., Esq.
                  FERGUSON, SCARBROUGH, HAYES, HAWKINS & DEMAY, PA
                  P.O. Box 444
                  Concord, NC 28025-0444
                  Tel: (704) 788-3211
                  E-mail: ehfafd@fspa.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncmb10-52274.pdf

The petition was signed by Herman Rechon Black, president.


* 2010 Bank Failures Reach 151 as Pa. and Mich. Banks Shut Friday
-----------------------------------------------------------------
Regulators shuttered and the Federal Deposit Insurance Corp.
took over banks in Pennsylvania and Michigan holding a combined
$365 million in assets, driving the toll of U.S. closures this
year to 151.

Earthstar Bank of Southampton, Pennsylvania, and Farmington
Hills, Michigan-based Paramount Bank were closed.  Polonia Bancorp
purchased Earthstar, while Level One Bank purchased Paramount.
The two closures cost the FDIC's deposit-insurance fund $113.1
million

                  2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
Earthstar Bank          $112.6    Polonia Bank             $22.9
Paramount Bank          $252.7    Level One Bank           $90.2

Gulf State Community    $112.1    Centennial Bank          $42.7
First Banking Center    $750.7    First Michigan Bank     $142.6
Allegiance Bank         $106.6    VIST Bank                $14.2
Darby Bank & Trust      $654.7    Ameris Bank             $136.2
Copper Star Bank        $204.0    Stearns Bank             $43.6
Tifton Banking          $143.7    Ameris Bank              $24.6
Western Commercial       $98.6    California Bank          $25.2
First Vietnamese         $48.0    Grandpoint Bank           $9.6
Pierce Commercial       $221.1    Heritage Bank            $21.3
K Bank                  $538.3    Manufacturers & Traders $198.4
The Gordon Bank          $29.4    Morris Bank               $9.0
Progress Bank of Fla.   $110.7    Bay Cities Bank          $25.0
First Arizona           $272.2    No Acquirer              $32.8
First Bank of Jack.      $81.0    Ameris Bank              $16.2
Hillcrest Bank, KS    $1,650.0    Hillcrest Bank, N.A.    $329.7
First Suburban          $148.7    Seaway Bank and Trust    $31.4
First Nat'l of Barn.    $131.4    United Bank              $33.9
Premier Bank          $1,180.0    Providence Bank.        $406.9
WestBridge Bank          $91.5    Midland States Bank      $18.7
Security Savings Bank   $508.4    Simmons First            $82.2
Wakulla Bank            $424.1    Centennial Bank         $113.4
Shoreline Bank          $104.2    GBC International        $41.4
Haven Trust Bank        $148.6    First Southern           $31.9
North County Bank       $288.8    Whidbey Island           $72.8
First Commerce          $248.2    Community & Southern     $71.4
Bank of Ellijay         $168.8    Community & Southern     $55.2
Bramble Savings Bank     $47.5    Foundation Bank          $14.6
Maritime Savings Bank   $350.5    North Shore Bank         $83.6
The Peoples Bank        $447.2    Community & Southern     $98.9
ISN Bank                 $81.6    Customers Bank           $23.9
Horizon Bank            $187.8    Bank of the Ozarks       $58.9
Los Padres Bank         $870.4    Pacific Western           $8.7
Pacific State Bank      $312.1    Rabobank, N.A.           $32.6
ShoreBank             $2,160.0    Urban Partnership       $367.7
Butte Community Bank    $498.8    Rabobank, N.A.           $17.4
Sonoma Valley Bank      $337.1    Westamerica Bank         $10.1
Imperial Savings & Loan   $9.4    River Community           $3.5
Community National       $67.9    CenterState Bank of Fla. $10.3
Independent National    $156.2    CenterState Bank of Fla. $23.2
Palos Bank and Trust    $493.4    First Midwest Bank       $72.0
Ravenswood Bank         $264.6    Northbrook Bank & Trust  $68.1
Northwest Bank & Trust  $167.7    State Bank and Trust     $39.8
Bayside Savings Bank     $66.1    Centennial Bank, Conway  $16.2
Coastal Community Bank  $362.9    Centennial Bank, Conway  $94.5
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

             860 Banks Now in FDIC's Problem List

The Federal Deposit Insurance Corporation said in is latest
quarterly banking profile that the number of institutions on its
"Problem List" rose to 860 as of Sept. 30, 2010 from 829 at June
30, 2010.  There were 775 banks on the list at the end of the
first quarter.

The FDIC, however, pointed out that the total assets of "problem"
institutions declined from $403 billion to $379 billion.  The
number of "problem" institutions is the highest since March 31,
1993, when there were 928.  Forty-one insured institutions failed
during the third quarter, bringing the total number of failures
for the first three quarters of the year to 127.

The number of insured commercial banks and savings institutions
reporting quarterly financial results fell from 7,830 in the
second quarter to 7,760 in the third quarter.  Five new reporting
institutions were added during the quarter, while 30 institutions
were absorbed into other charters through mergers.

The FDIC noted that the number of employees (full-time equivalent)
increased for a second consecutive quarter, after falling in each
of the previous 12 quarters.  The 0.4% (8,195) increase lifted the
industry's total employment to 2.04 million, which is still 8.2%
below the peak of 2.22 million reported in first quarter 2007.

The Deposit Insurance Fund (DIF) balance improved for the third
consecutive quarter.  The DIF balance -- the net worth of the fund
-- improved from negative $15.2 billion to negative $8 billion
during the third quarter.  The improvement stemmed primarily from
assessment revenues and from a reduction in the contingent loss
reserve.  This reserve, which covers the costs of expected
failures, declined from $27.5 billion to $21.3 billion during the
quarter.  While part of the decline reflects the removal of
amounts reserved for banks that failed, part also reflects lower
costs for future failures.

The FDIC added that its liquid resources -- cash and marketable
securities -- remained strong.  Liquid resources stood at
$43.7 billion at the end of the third quarter, essentially
unchanged from the second quarter.

"While we expect demands on cash to continue," Chairman Bair said,
"our projections indicate that our current resources are more than
enough to resolve anticipated failures and meet outstanding
obligations for banks that have already failed."

Total insured deposits declined by 0.3% ($15 billion) during the
quarter.

Chairman Bair said, "The industry has come a long way in cleaning
up balance sheets, building capital, and adjusting to changes in
financial markets and the economy.  But the adjustments are not
over, and this is no time for complacency."

             Problem Institutions      Failed Institutions
             --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170


* S&P's Global Corp Default Tally Remains at 75 So Far In 2010
--------------------------------------------------------------
The 2010 global corporate default tally remains at 75 after no
issuers defaulted this week, said an article published December 10
by Standard & Poor's, titled "Global Corporate Default Update
(Dec. 3 - 9, 2010) (Premium)."

By region, the current year-to-date default tallies are 52 in the
U.S., three in Europe, nine in the emerging markets, and 11 in the
other developed region (Australia, Canada, Japan, and New
Zealand).

So far this year, missed interest or principal payments are
responsible for 27 defaults, Chapter 11 and foreign bankruptcy
filings account for 23, distressed exchanges account for 20,
receiverships are responsible for three, and regulatory directives
and administration account for one default each.

Of the global corporate defaulters in 2010, 41% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 10% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 10% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 16% had recovery ratings of
'3' (meaningful recovery prospects of 50% to 70%). And for the
remaining two rating categories, 13% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).

S&P expects that the default rate will continue to decline next
year.  Its baseline projection for the U.S. corporate speculative-
grade default rate in the 12 months ending in September 2011 is
2.4% (35 defaults).  S&P believes that this likely will be close
to the trough for this cycle.  Its alternative forecasts are 2.0%
(29 defaults) at the optimistic end and 4.5% (66 defaults) at the
pessimistic end. Our pessimistic scenario is the same as the long-
term (1981 to 2009) average default rate and is a slight increase
from the current level.  S&P bases its forecasts on quantitative
and qualitative factors that it considers, including, but not
limited to, Standard & Poor's proprietary default model for the
U.S. corporate speculative-grade bond market.  S&P updates its
outlook for the U.S. issuer-based corporate speculative-grade
default rate each quarter after analyzing the latest economic data
and expectations.


* BOND PRICING -- For the Week From Dec. 6 - 10, 2010
-----------------------------------------------------

  Company             Coupon      Maturity    Bid Price
155 E TROPICANA         8.750%     4/1/2012        4.580
ABITIBI-CONS FIN        7.875%     8/1/2009       20.500
ADVANTA CAP TR          8.990%   12/17/2026       11.500
AFFINITY GROUP         10.875%    2/15/2012       49.500
AHERN RENTALS           9.250%    8/15/2013       48.000
AMBAC INC               5.950%    12/5/2035        9.500
AMBAC INC               6.150%     2/7/2087        0.400
AMBAC INC               7.500%     5/1/2023       12.000
AMBAC INC               9.500%    2/15/2021        9.500
AMBASSADORS INTL        3.750%    4/15/2027       38.950
AMER GENL FIN           5.000%   12/15/2010       99.569
AT HOME CORP            0.525%   12/28/2018        0.504
BALLY TOTAL FITN       14.000%    10/1/2013        1.000
BANK NEW ENGLAND        8.750%     4/1/1999       11.500
BANK NEW ENGLAND        9.875%    9/15/1999       12.125
BANKUNITED FINL         6.370%    5/17/2012        6.000
BERRY-CALL12/10         8.875%    9/15/2014      104.688
BLOCKBUSTER INC         9.000%     9/1/2012        1.875
BOWATER INC             6.500%    6/15/2013       35.250
BOWATER INC             9.500%   10/15/2012       36.500
C&D TECHNOLOGIES        5.500%   11/15/2026       73.000
CAPMARK FINL GRP        5.875%    5/10/2012       37.750
CHAMPION ENTERPR        2.750%    11/1/2037        1.323
COLONIAL BANK           6.375%    12/1/2015        0.190
CS FINANCING CO        10.000%    3/15/2012        3.000
DUNE ENERGY INC        10.500%     6/1/2012       66.500
EDDIE BAUER HLDG        5.250%     4/1/2014        5.000
ELEC DATA SYSTEM        3.875%    7/15/2023       96.000
EVERGREEN SOLAR         4.000%    7/15/2013       38.750
F-CALL12/10             6.050%   12/22/2014       99.223
F-CALL12/10             6.500%   12/20/2013       98.257
FAIRPOINT COMMUN       13.125%     4/1/2018        7.000
FAIRPOINT COMMUN       13.125%     4/2/2018        9.000
GENERAL MOTORS          7.125%    7/15/2013       29.500
GENERAL MOTORS          7.700%    4/15/2016       30.375
GENERAL MOTORS          9.450%    11/1/2011       26.000
GREAT ATLA & PAC        5.125%    6/15/2011       25.550
GREAT ATLA & PAC        6.750%   12/15/2012       23.500
IDLEAIRE TECH CP       13.000%   12/15/2012        0.900
INDALEX HOLD           11.500%     2/1/2014        0.750
INTL LEASE FIN          4.300%   12/15/2010       99.251
INTL LEASE FIN          4.500%   12/15/2010       99.863
KEYSTONE AUTO OP        9.750%    11/1/2013       47.500
LASALLE FNDG LLC        5.000%   12/15/2010       99.000
LEHMAN BROS HLDG        1.985%    6/29/2012       10.000
LEHMAN BROS HLDG        4.500%     8/3/2011       20.875
LEHMAN BROS HLDG        4.700%     3/6/2013       20.875
LEHMAN BROS HLDG        4.800%    2/27/2013       18.800
LEHMAN BROS HLDG        4.800%    3/13/2014       23.000
LEHMAN BROS HLDG        5.000%    1/22/2013       20.750
LEHMAN BROS HLDG        5.000%    2/11/2013       20.500
LEHMAN BROS HLDG        5.000%    3/27/2013       18.000
LEHMAN BROS HLDG        5.000%     8/3/2014       20.625
LEHMAN BROS HLDG        5.000%     8/5/2015       20.400
LEHMAN BROS HLDG        5.100%    1/28/2013       20.875
LEHMAN BROS HLDG        5.150%     2/4/2015       18.750
LEHMAN BROS HLDG        5.250%     2/6/2012       21.250
LEHMAN BROS HLDG        5.250%    1/30/2014       19.625
LEHMAN BROS HLDG        5.250%    2/11/2015       20.750
LEHMAN BROS HLDG        5.500%     4/4/2016       21.250
LEHMAN BROS HLDG        5.625%    1/24/2013       23.000
LEHMAN BROS HLDG        5.750%    7/18/2011       21.500
LEHMAN BROS HLDG        5.750%    5/17/2013       21.875
LEHMAN BROS HLDG        5.750%     1/3/2017        0.010
LEHMAN BROS HLDG        5.875%   11/15/2017       20.875
LEHMAN BROS HLDG        6.000%    7/19/2012       22.500
LEHMAN BROS HLDG        6.000%    6/26/2015       20.750
LEHMAN BROS HLDG        6.000%   12/18/2015       20.750
LEHMAN BROS HLDG        6.000%    2/12/2018       19.325
LEHMAN BROS HLDG        6.200%    9/26/2014       22.875
LEHMAN BROS HLDG        6.625%    1/18/2012       20.600
LEHMAN BROS HLDG        7.000%    4/16/2019       16.930
LEHMAN BROS HLDG        8.000%     3/5/2022       19.900
LEHMAN BROS HLDG        8.000%    3/17/2023       20.625
LEHMAN BROS HLDG        8.400%    2/22/2023       19.000
LEHMAN BROS HLDG        8.500%     8/1/2015       21.750
LEHMAN BROS HLDG        8.500%    6/15/2022       20.500
LEHMAN BROS HLDG        8.800%     3/1/2015       19.000
LEHMAN BROS HLDG        9.000%   12/28/2022       20.500
LEHMAN BROS HLDG        9.000%     3/7/2023       20.750
LEHMAN BROS HLDG        9.500%   12/28/2022       20.500
LEHMAN BROS HLDG        9.500%    1/30/2023       21.000
LEHMAN BROS HLDG        9.500%    2/27/2023       20.500
LEHMAN BROS HLDG       10.000%    3/13/2023       20.750
LEHMAN BROS HLDG       10.375%    5/24/2024       20.500
LEHMAN BROS HLDG       11.000%    6/22/2022       20.750
LEHMAN BROS HLDG       11.000%    7/18/2022       20.500
LEHMAN BROS HLDG       11.000%    3/17/2028       20.500
LOCAL INSIGHT          11.000%    12/1/2017       22.500
MAGNA ENTERTAINM        7.250%   12/15/2009        6.000
MASSEY ENERGY CO        2.250%     4/1/2024       87.875
NATL RURAL UTIL         2.950%   12/15/2010       99.616
NETWORK COMMUNIC       10.750%    12/1/2013       18.500
NEWPAGE CORP           10.000%     5/1/2012       58.000
NEWPAGE CORP           12.000%     5/1/2013       31.500
OHI-CALL12/10           7.000%     4/1/2014      100.750
PALM HARBOR             3.250%    5/15/2024       44.500
PL-CALL01/11            6.250%    7/15/2021       96.582
PPO-CALL12/10           8.750%    5/15/2012       99.500
PPO-CALL12/10           8.750%    5/15/2012       97.250
RADIO ONE INC           8.875%     7/1/2011       97.000
RAFAELLA APPAREL       11.250%    6/15/2011       74.438
RASER TECH INC          8.000%     4/1/2013       35.250
RESTAURANT CO          10.000%    10/1/2013       28.750
RESTAURANT CO          10.000%    10/1/2013       30.120
RJ TOWER CORP          12.000%     6/1/2013        1.000
SPHERIS INC            11.000%   12/15/2012        2.875
SUNGARD DATA SYS        9.125%    8/15/2013      101.635
THORNBURG MTG           8.000%    5/15/2013        3.000
TIMES MIRROR CO         7.250%     3/1/2013       46.000
TOM'S FOODS INC        10.500%    11/1/2004        1.704
TRANS-LUX CORP          8.250%     3/1/2012       10.175
TRICO MARINE            3.000%    1/15/2027        4.000
TRICO MARINE SER        8.125%     2/1/2013       10.500
VERTIS INC             13.500%     4/1/2014       29.750
VERTIS INC             18.500%    10/1/2012       23.875
VIRGIN RIVER CAS        9.000%    1/15/2012       45.500
WASH MUT BANK NV        6.750%    5/20/2036        0.150
WCI COMMUNITIES         7.875%    10/1/2013        0.600
WOLVERINE TUBE         15.000%    3/31/2012       36.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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