TCR_Public/101214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 14, 2010, Vol. 14, No. 346

                            Headlines

315 UNION: Files Schedules of Assets & Liabilities
315 UNION: Section 341(a) Meeting Scheduled for Jan. 6
900 LINDEN: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: S&P Assigns 'B+' Corporate Credit Rating
ABITIBIBOWATER INC: Incentive Plan Shares Pulled After Ch. 11 Exit

ADVANTA CORP: Creditors Object to Add'l Exclusivity, Plan Outline
AMERICAN INT'L GROUP: Inks Master Deal for Recapitalization
AMERICAN REPROGRAPHICS: Moody's Affirms 'B1' Rating on Notes
AMERIDEBT INC: U.S. Trustee Has More Time to Review Kilpatrick Tab
ANNA NICOLE SMITH: Dechert Represents Marshall; Hearing on Jan. 18

ASARCO LLC: Court Allows $975,000 Discretionary Fee for Barclays
ASARCO LLC: Plan Admin. Has Until January 21 to Object to Claims
ASARCO LLC: Blue Ledge Claim Settlement Faces No Objection
ATLANTIC FACILITIES: Plan of Reorganization Wins Court Approval
AXION INTERNATIONAL: Names Analyst A. Hatch to Board of Directors

BANCO SANTOS: Trustee Files for Ch. 15 to Recover Assets in U.S.
BANCO SANTOS: Chapter 15 Case Summary
BART TRACY: Voluntary Chapter 11 Case Summary
BEAZER HOMES: Sec. 382 Rights Agreement Shortened to 3 Years
BENNION COVE: Voluntary Chapter 11 Case Summary

BERNARD L MADOFF: Trustee Seeks $900MM From Avellino and Bienes
BERNARD L MADOFF: More Than $50-Bil. Sought in Clawback Suits
BERNARD L MADOFF: Will Not Attend Son's Funeral
BLUEKNIGHT ENERGY: Charlesbank Execs. File Form 3s with SEC
BLUFFDALE MAYNARD: Voluntary Chapter 11 Case Summary

C&D TECHNOLOGIES: Votes for Exchange, Prepack Extended to Dec. 20
C&D TECHNOLOGIES: Incurs $6.3 Million Net Loss in Oct. 31 Quarter
CABLEVISION SYSTEMS: Dolan Family Hiked Stake to 12.8%
CADMUS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORPORATION: Moody's Assigns 'B1' Rating to New Loan

CANNON RANCH: 37% Owner Wants Chapter 11 Case Dismissed
CANNON RANCH: Plan Payments Will be Funded by DEVCO Builders
CANNON RANCH: Files Schedules of Assets and Liabilities
CARBON RESOURCES: Voluntary Chapter 11 Case Summary
CASCADE BANCORP: Seals Deal to Raise $177MM from Outside Investors

CEDAR FUNDING: Landon Suit Goes Back to Monterey Superior Court
CENTRAL WAYNE ENERGY: Panel, COSI Continue Claims Settlement Talks
CENTRALIA OUTLETS: Has Interim Access to Cash Collateral
CHENIERE ENERGY: Unit's Lenders Cancel Put, Conversion Rights
CHS/COMMUNITY HEALTH: Moody's Reviews Low-B Ratings

CHOCTAW GENERATION: S&P Cuts Rating to B+; Keeps Negative Outlook
CIELO APARTMENTS: Section 341(a) Meeting Scheduled for Jan. 5
CINEMA 1: Case Summary & 8 Largest Unsecured Creditors
CLEARWIRE CORP: Operating Unit Issues $1.325-Bil. of Notes
COLORADO PUBLIC: Moody's Affirms 'Ba1' Rating on $4.5 Mil. Bonds

COLONIAL BANCGROUP: Files Chapter 11 Plan and Disc. Statement
COLONIAL BANCGROUP: FDIC Objects to Firm's Demand to Use Cash
COMFORCE CORP: J. Fanning Discloses 28.9% Equity Stake
COMFORT AND CARE: Case Summary & 18 Largest Unsecured Creditors
COMMUNITY HEALTH: Fitch Puts 'B' Rating on Negative Watch

CONVERTED ORGANICS: Regains Compliance With Nasdaq Listing Rule
CORD BLOOD: Signs Letter of Intent to Acquire Cell de Mexico
COUNTERPATH CORP: Restates FY 2010 10-K, Has $5.3MM Restated Loss
COUNTERPATH CORP: Restates Q1 Results, Has $1.4 Restated Loss
C.W. MINING: Involuntary Gap Fees Subject to Court Review

DISH NETWORK: C. Ergen Discloses 53.6% Equity Stake
DOLE FOOD: Fitch Affirms Issuer Default Rating at 'B'
DOREL BIRTA: Case Summary & 12 Largest Unsecured Creditors
DUNE ENERGY: Wayzata Replaces Wells Fargo, Amends Credit Pact
DUTCH GOLD: R. Prettu and D. Hollis Paid with 1-Mil. Shares Apiece

E*TRADE FIN'L: Nov. 2010 Daily Average Revenue Trades Up by 4%
ECHELON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
EDDIE CHILDS: Not a "Small Business" Debtor
EMPIRE RESORTS: Obtains $35 Million Bridge Loan From Kien Huat
ENERGY CONNECT: Names Interim CFO After A. Warner Resignation

ENERJEX RESOURCES: West Coast Discloses 24.58% Equity Stake
ENVIRONMENTAL INFRASTRUCTURE: Xiom Settles Noteholders Suit
EXPRESSWAY DEVELOPMENT: Agrees to Pay Lender Avoid Case Dismissal
FM AVIATION: Files Schedules of Assets and Liabilities
FM AVIATION: Court Hears VFS Dismissal Plea

FRANKLIN PACIFIC: Amended Plan Outline Hearing Set for January 20
GARY KAROLSKI: Case Summary & 10 Largest Unsecured Creditors
GARY PHILLIPS: Files Schedules of Assets & Liabilities
GARY PHILLIPS: Section 341(a) Meeting Scheduled for Jan. 10
GCIC DEVELOPMENT: Voluntary Chapter 11 Case Summary

GEC TRUCKING: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Proposes to Hike Brownfield Fee Cap to $1.3MM
GENERAL MOTORS: Bates White Clarifies Relationship with LRG
GENERAL MOTORS: Fee Examiner Proposes G&K as Counsel
GENERAL MOTORS: PI Claimants Win Lift Stay to File Lawsuits

GEORGE DONOHUE: Multiple Debtors' Bid to Hire One Counsel Denied
GRANTHAM PROPERTY: Voluntary Chapter 11 Case Summary
GREAT ATLANTIC & PACIFIC: Asks for 15 More Days to File Schedules
GREAT ATLANTIC & PACIFIC: Court Okays First Day Motions
GREAT ATLANTIC & PACIFIC: Updated Case Summary & Creditors' Lists

HACIENDA GARDENS: Can Access Secured Creditors' Cash Collateral
HACIENDA GARDENS: Has Until January 14 to Amend Plan Outline
HARBOR FREIGHT: Moody's Assigns 'Ba3' Corporate Family Rating
HDT WORLDWIDE: Moody's Assigns 'B3' Corporate Family Rating
HOLOGIC INC: S&P Assigns 'BB+' Initial Senior Unsec. Debt Rating

HONOLULU SYMPHONY: To Convert Case to Chapter 7 Liquidation
I-10 BARKER: Court OKs Sale of Building for $950,000
JACOB M KOPF: Multiple Debtors' Bid to Hire One Counsel Denied
JMK CONSTRUCTION: Multiple Debtors' Bid to Hire One Counsel Denied
JOHN ANDREWS, SR.: Case Summary & 20 Largest Unsecured Creditors

JOHN VARACCHI: Multiple Debtors' Bid to Hire One Counsel Denied
JOSEPH MCGIVNEY: Case Summary & 18 Largest Unsecured Creditors
KARSONS INT'L: Case Summary & 20 Largest Unsecured Creditors
KH FUNDING: Section 341(a) Meeting Scheduled for Jan. 3
LANLE NGUYEN: Case Summary & 12 Largest Unsecured Creditors

LASANDRA WHITE: Case Summary & 11 Largest Unsecured Creditors
LDK SOLAR: Increases Cash Consideration for Exchange Offer
LIONS GATE: Icahn Pulls Out Tender Offer After State Court Ruling
LITHIUM TECHNOLOGY: Reports $64,000 Net Income in June 30 Quarter
MARCIA CALLAHAN: Dist. Ct. Affirms Ruling on Tax Liens

MARIO ALVARADO: Case Summary & 14 Largest Unsecured Creditors
MILTON ATHANASOPOULOS: Voluntary Chapter 11 Case Summary
MOLECULAR INSIGHT: Section 341(a) Meeting Scheduled for Jan. 10
MORROW'S CAFE: Case Summary & 20 Largest Unsecured Creditors
MT. JORDAN: Case Summary & Largest Unsecured Creditor

NATIONAL BEDDING: Moody's Rates Amended $425 Mil. Loan at 'B1'
NII HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating
NORTHERN 120: Status Hearing on Plan Confirmation Set December 16
OMNICARE INC: S&P Assigns 'BB' Rating to New $575 Mil. Notes
OSCAR SANDOVAL: Voluntary Chapter 11 Case Summary

OWEN AVENUE: Case Summary & 9 Largest Unsecured Creditors
PARTY LINE: Case Summary & 12 Largest Unsecured Creditors
PAUL ROSA: Files for Chapter 11 Protection
PAUL ROSA: Case Summary & 20 Largest Unsecured Creditors
PEARLY GROVE: Case Summary & 16 Largest Unsecured Creditors

PEARVILLE LP: Presents Amended Plan for Confirmation
PETTERS GROUP: Ritchie Capital Petitions for Writ of Certiorari
POINT BLACK: Judge Approves $25 Million Replacement Loan
PORTER'S POINT: Case Summary & 20 Largest Unsecured Creditors
PS BUSINESS: S&P Raises Preferred Stock Rating From 'BB+'

ROBERT MIELL: 8th Cir. BAP Upholds Chapter 7 Trustee's Asset Sale
RONALD ORANTES: Case Summary & 20 Largest Unsecured Creditors
S & P K PROPERTIES: Voluntary Chapter 11 Case Summary
SAFENET INC: S&P Puts 'B' Rating on CreditWatch Positive
SCHUTT SPORTS: Riddell Wants to Collect More Money

SEA TURTLE: Court Directs Payment Under Berkeley Place Lease
SHERWOOD FARMS: Must Amend Reorganization Plan by December 17
SIRIUS XM: S&P Raises Corporate Credit Rating to 'BB-'
SITHE INDEPENDENCE: Fitch Cuts Ratings on Sec. Bonds to 'B+/RR1'
SKILLED HEALTHCARE: Moody's Confirms 'B2' Corp. Family Rating

SKY LOFTS: Case Summary & 5 Largest Unsecured Creditors
SOCA IMAGING: Chapter 11 Counsel's Fees Reduced
SONIA MARRERO: Case Summary & 10 Largest Unsecured Creditors
SOUTH EDGE: Lenders File Involuntary Chapter 11, Seek Trustee
SOUTH EDGE: Involuntary Chapter 11 Case Summary

SOUTHEASTERN HEARING: Case Summary & Creditors List
SPIRIT CREEK: Court Allows Conversion of Ch. 11 Case to Ch. 7
STEVEN KLINGERMAN: Ex-ExecuCorp Partner's Bid for Credits Denied
SWEET HOLY: Case Summary & 20 Largest Unsecured Creditors
THAW, LLC: Case Summary & 3 Largest Unsecured Creditors

TRIBUNE CO: Competing Plans to Be Sent to Creditors for Voting
TRIBUNE CO: Step One Lenders Withdraw New York Action vs. JPM
TRIBUNE CO: Committee Wants to Verify Order on Right to Sue
TRICO MARINE: Arrowgrass Wants Chapter 11 Trustee Appointed
VELVET ROOM: Case Summary & 3 Largest Unsecured Creditors

VERTIS HOLDINGS: Has Objection to Confirmation of Prepack Plan
VITRO SAB: Delays Tender Offer Payment Due to Bondholders Actions
WESTBURY OWNER: Has Until Dec. 31 to Use Cash Collateral
WESTERN HEALTHCARE: Turenne Can Reposses Leased Facilities
WESTVIEW DEVELOPERS: Case Summary & 13 Largest Unsecured Creditors

WILDWOOD PROPERTIES: Case Summary & Largest Unsecured Creditor
W.R. GRACE: 5th Modifications to First Amended Plan Submitted
W.R. GRACE: Court OKs Purchase of Small Start-Up Tech. Company
W.R. GRACE: Gets Nod of Associated Int'l Settlement

* Investor Says Earnings Growth is Only Counter to LBO Debt
* Low Default Rates This Year Rain on the Distressed Debt Parade

* King & Spalding Elects Three Partners to Its Policy Committee

* Large Companies With Insolvent Balance Sheets

                            *********

315 UNION: Files Schedules of Assets & Liabilities
--------------------------------------------------
315 Union Street Holdings, LLC, has filed with the U.S. Bankruptcy
Court for the Middle District of Tennessee its schedules of assets
and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $13,138,500
B. Personal Property                      $24,146
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $17,546,659
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $7,938,193
                                      -----------      -----------
      TOTAL                           $13,162,646      $25,484,852

A copy of the schedules is available for free at:

            http://bankrupt.com/misc/315_UNION_sal.pdf

Mount Juliet, Tennessee-based 315 Union Street Holdings, LLC,
filed for Chapter 11 bankruptcy protection on December 3, 2010
(Bankr. M.D. Tenn. Case No. 10-13106).  Steven L. Lefkovitz, Esq.,
at the Law Offices Lefkovitz & Lefkovitz, serves as the Debtor's
bankruptcy counsel.


315 UNION: Section 341(a) Meeting Scheduled for Jan. 6
------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of 315 Union
Street Holdings, LLC's creditors on January 6, 2011, at 1:30 p.m.
The meeting will be held at Customs House, 701 Broadway, Room 100,
Nashville, TN 37203.

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

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

Mount Juliet, Tennessee-based 315 Union Street Holdings, LLC,
filed for Chapter 11 bankruptcy protection on December 3, 2010
(Bankr. M.D. Tenn. Case No. 10-13106).  Steven L. Lefkovitz, Esq.,
at the Law Offices Lefkovitz & Lefkovitz, serves as the Debtor's
bankruptcy counsel.  According to its schedules, the Debtor
disclosed $13,162,646 in total assets and $25,484,852 in total
debts as of the Petition Date.


900 LINDEN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 900 Linden Block Development, LLC
        24 Yerba Buena
        San Francisco, CA 94127

Bankruptcy Case No.: 10-34850

Chapter 11 Petition Date: December 10, 2010

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

Judge: Thomas E. Carlson

Debtor's Counsel: John S. Morken, Sr., Esq.
                  MORKEN LAW OFFICE
                  760 Market St. #938
                  San Francisco, CA 94102
                  Tel: (415)391-6140
                  E-mail: jomork@aol.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 Koray Ergur, manager.


ABITIBIBOWATER INC: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating to AbitibiBowater Inc.  The outlook
is stable.

At the same time, S&P assigned its 'B+' issue-level rating (the
same as the corporate credit rating on AbitibiBowater), and '3'
recovery rating, to the company's US$850 million senior secured
notes due 2018.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in a default
scenario.

"The ratings on AbitibiBowater reflect what S&P views as its
strong market position in the North American newsprint, and
uncoated and coated papers sectors; a considerably improved cost
structure; and significantly lower debt levels and fixed charges
after emerging from bankruptcy," said Standard & Poor's credit
analyst Jatinder Mall.  "These strengths are somewhat offset, in
S&P's opinion, by the secular decline demand in North America for
the company's paper products, the inherent volatility in pulp and
paper prices, and AbitibiBowater's exposure to the cyclical U.S.
housing construction market through its wood products business,"
Mr. Mall added.

AbitibiBowater is North America's largest newsprint producer, with
about 3.3 million metric tons of operating capacity.  It also
produces a wide range of commercial printing and packaging papers,
market pulp, and wood products.  It owns or operates 19 pulp and
paper mills and 24 wood products facilities in the U.S., Canada,
and South Korea.

The stable outlook on AbitibiBowater reflects S&P's view that,
given the expectations of lower fixed charges, the company would
generate positive cash flows even if paper prices do not
dramatically improve from current levels and would maintain
adequate liquidity of approximately US$600 million.  S&P could
lower the ratings if EBITDA generation is below expectations due
to greater than expected decline in paper demand leading to
leverage of 5.5x or if the recently negotiated agreement with
Ontario and Quebec governments on pensions is not adopted into
law, obligating the company to remit higher pension contributions
leading to a decline in liquidity.  An upgrade would require the
company to demonstrate its ability to maintain leverage of about
3x.


ABITIBIBOWATER INC: Incentive Plan Shares Pulled After Ch. 11 Exit
------------------------------------------------------------------
On July 21, 2008, AbitibiBowater Inc. filed a registration
statement on Form S-8.  The Registration Statement registered a
total of 2,000,000 shares of the Company's common stock, $1.00 par
value per share, to be issued pursuant to the Company's 2008
Equity Incentive Plan.  This offering has been terminated because
the Plan is being terminated in connection with the Company's
emergence from U.S. Chapter 11 bankruptcy proceedings.

Consequently, in accordance with an undertaking made by the
Company in the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities that
remain unsold at the termination of the offering, the Company
removes from registration the securities of the Company that are
registered but unsold under the Registration Statement.

                     About AbitibiBowater Inc.

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

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

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

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

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

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's plan of reorganization under chapter 11 of the
U.S. Bankruptcy Code on November 22, 2010.  The Debtor also
obtained approval of its reorganization plan under the Canadian
Companies' Creditors Arrangement Act.  AbitibiBowater emerge from
bankruptcy on December 9, 2010.


ADVANTA CORP: Creditors Object to Add'l Exclusivity, Plan Outline
-----------------------------------------------------------------
BankruptcyData.com reports that various parties, including: the
U.S. Trustee assigned to the Advanta case and the official
committee of unsecured creditors filed objections with the U.S
Bankruptcy Court to the Company's Disclosure Statement related to
its Joint Plan.  Separately, the official creditors' committee
filed an objection with the Court to the Company's motion for an
exclusivity extension.

According to BData, the objection states that the committee is
"reluctantly asking the Court to (a) deny the Debtors' request to
extend the Exclusivity Periods and (b) terminate the Exclusivity
Periods to allow for simultaneous solicitation of the Committee's
alternative plan, so that these estates are not required to bear
the costs of an expensive and wasteful process of soliciting votes
on a plan which neither the Committee nor unsecured creditors will
support and which will not be confirmed., creditors will be forced
either to accept the Debtors' Plan and potentially sacrifice their
rights, or fund the Debtors' tactics and wait out exclusivity
until the Committee can file a plan that maximizes the value of
the estates. This result is simply unfair and wasteful."
Separately, various parties, including The Bank of New York
Mellon, filed joinders to the committee's objection.

                        The Chapter 11 Plan

The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on December 16, 2010,
at 3:30 p.m. (prevailing Eastern Time), to consider adequacy of
the Disclosure Statement explaining Advanta Corp., et al.'s
Chapter 11 Plan.  Objections, if any, are due December 7 at
5:00 p.m.

The Debtors say the proposed plan provides for substantial
recovery to creditors, including retail noteholders.  Among other
things, the Disclosure Statement says there will be a 64.4% to
100.0% recovery for holders of investment note claims and certain
RediReserve certificate claims, and a recovery range of 37.7% to
71.3% for holders of general unsecured claims.  There will be no
distributions to the preferred or common stockholders of Advanta
Corp. nor continuing interest in Advanta Corp. on the part of the
preferred or common stockholders.

Once the Disclosure Statement is approved, the Plan will be sent
to eligible creditors for voting.  The Company previously said it
anticipates approval of the Plan sometime in early 2011.

                        Plan Exclusivity

Advanta Corp. and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive periods to file a Chapter 11 plan and to solicit
acceptances of that plan by an additional 60 days, or until
January 5, 2011, and March 4, 2011, respectively.

The Debtors say an extension is warranted because they need a full
and fair opportunity to prosecute the proposed plan and solicit
acceptances thereto, without the deterioration and disruption that
is likely to be caused by the filing of competing plans by non-
Debtor parties.  The Debtors add that an extension will increase
the likelihood of a greater distribution to the Debtors'
stakeholders.

                         About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- issues business
purpose credit cards to small businesses and business
professionals in the United States.  Advanta primarily funds and
operates its business credit card business through Advanta Bank
Corp., which offers a range of deposit products that are insured
by the Federal Deposit Insurance Corporation.

In June 2009, the FDIC placed significant restrictions on the
activities and operations of Advanta Bank, as the Bank's capital
ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal is the financial advisor.  The Garden City
Group, Inc., is the claims agent.  The filing did not include
Advanta Bank.  The petition said that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
September 30, 2009.


AMERICAN INT'L GROUP: Inks Master Deal for Recapitalization
-----------------------------------------------------------
On December 8, 2010, American International Group, Inc. entered
into a Master Transaction Agreement, dated as of December 8, 2010,
among ALICO Holdings, AIA Aurora LLC, the Federal Reserve Bank of
New York, the United States Department of the Treasury and the AIG
Credit Facility Trust regarding a series of integrated
transactions to recapitalize AIG, including the repayment of all
amounts owing under the Credit Agreement, dated as of
September 22, 2008, with the FRBNY.

The Master Transaction Agreement supersedes the Agreement in
Principle among AIG, the FRBNY, the Treasury Department and the
Trust, dated as of September 30, 2010.  The Master Transaction
Agreement includes forms of several other agreements governing the
Recapitalization.  These agreements will be executed at or prior
to the closing of the Recapitalization.

At the Closing, AIG will repay to the FRBNY in cash all amounts
owing under the FRBNY Credit Facility, and the FRBNY Credit
Facility will be terminated.  As of September 30, 2010, the total
repayment amount under the FRBNY Credit Facility was approximately
$20 billion.  The funds for repayment are to come from the net
cash proceeds from the sale in the initial public offering of 67%
of AIA Group Limited ordinary shares and the sale of American Life
Insurance Company, which closed on October 29, 2010 and
November 1, 2010, respectively.

The net cash proceeds from the initial public offering of AIA and
the sale of ALICO totaled approximately $27 billion, a portion of
which will be loaned to AIG, in the form of secured limited
recourse loans, from the special purpose vehicles that hold the
proceeds of the sales of AIA and ALICO.  The remaining net cash
proceeds of approximately $7 billion will be distributed by the
SPVs to the FRBNY, in accordance with the terms of the SPVs'
limited liability company agreements.

A full-text copy of the Master Transactions Agreement is available
for free at http://ResearchArchives.com/t/s?70d7

                             About AIG

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

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

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


AMERICAN REPROGRAPHICS: Moody's Affirms 'B1' Rating on Notes
------------------------------------------------------------
Moody's Investors Service, on November 12, 2010, reflected
the issuer for the then proposed senior unsecured notes as
American Reprographics Company, LLC.  Rather, the issuer of the
$200 million 10.5% senior unsecured notes due 2016 is American
Reprographics Company, which is the parent entity that wholly-
owns American Reprographics Company, LLC.  Accordingly, Moody's
affirmed the B1 rating on these notes and re-assigned the B1
corporate family rating and probability-of-default rating to
American Reprographics Company.  American Reprographics Company,
LLC and domestic subsidiaries guarantee the new senior unsecured
notes.  The ratings on the old credit facilities were withdrawn
following their recent redemption.  The ratings outlook remains
stable.

Moody's notes that changes to the final terms of the senior
unsecured notes did not impact the B1 rating that was assigned on
November 12, 2010.  The final amount was reduced to $200 million
from a then proposed amount of $220 million.  In addition, the
maturity year was changed to 2016 from 2018.  The LGD point
estimate remains LGD4, 55%.

This summarizes the ratings activity:

American Reprographics Company

Ratings assigned:

  -- Corporate family rating at B1;
  -- Probability-of-default rating at B1.

Rating affirmed:

  -- $200 million 10.5% senior unsecured notes due 2016 at B1
     (LGD4, 55%).

American Reprographics Company, LLC.

Ratings withdrawn:

  -- Corporate family rating at B1;

  -- Probability-of-default rating at B1;

  -- Senior secured revolving credit facility due 2012 at Ba2
     (LGD2, 20%);

  -- Senior secured term loan due 2012 at Ba2 (LGD2, 20%).

                        Ratings Rationale

ARC's B1 corporate family rating continues to reflect its exposure
to the residential and commercial construction end-markets that
are both in a downturn, the generally cyclical nature of these
industries, significant regional concentration in California, and
acquisition risk as it seeks to expand its geographic presence.
The rating is supported by the company's moderate leverage,
consistent free cash flow generation, its leading position as a
provider of document management services, significant scale
relative to its competitors, the diversity of its customer base,
and modest capital expenditure requirements.

The stable outlook reflects Moody's expectation that, despite the
potential for protracted weakness in commercial construction end-
markets, revenues and earnings will likely remain stable or
modestly improve over the medium-term based on ARC's various
growth initiatives.  The stable outlook also reflects Moody's
expectation that debt to EBITDA will remain below 5.0 times and
free cash flow to debt will be sustained around 10%.

Moody's could revise the ratings outlook to positive if an
expansion in residential and commercial construction activity
translates into sustained improvements in ARC's operating
performance and credit metrics.

Barring an exogenous event, such as a material debt financed
acquisition, Moody's does not anticipate ratings pressure given
stabilizing end-market conditions.  Nevertheless, ARC's ratings
could be pressured if its revenue and earnings meaningfully
contract from current levels such that debt to EBITDA exceeds 5.5
times.

Headquartered in Walnut Creek, California, American Reprographics
Company is a leading reprographics service company in the U.S. The
company recorded sales of $448 million for the twelve-months ended
September 30, 2010.


AMERIDEBT INC: U.S. Trustee Has More Time to Review Kilpatrick Tab
------------------------------------------------------------------
The United States Trustee for Region 4 will have until December 20
to file a comment, objection, or responsive pleading to the fee
application filed by Mark D. Taylor, the Chapter 11 Trustee for
AmeriDebt Inc. and his counsel, Kilpatrick Stockton LLP, according
to a stipulation entered into by the parties and approved by Judge
Paul Mannes.

The Chapter 11 trustee may be reached at:

          Mark D. Taylor, Esq.
          KILPATRICK STOCKTON LLP
          607 14th Street, NW, Suite 900
          Washington, DC 20005
          Telephone: (202) 508-5867
          Facsimile: (202) 585-0073
          E-mail: mataylor@kilpatrickstockton.com

A copy of the December 9 Stipulation and Consent Order is
available at http://is.gd/iEc9Qfrom Leagle.com.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company.  The
Company filed for chapter 11 protection on June 5, 2004 (Bankr. D.
Md. Case No. 04-23649).  When the Company filed for protection
from its creditors, it disclosed $8,387,748 in total assets and
$12,362,695 in total debts.  The Bankruptcy Court appointed Mark
D. Taylor, Esq., as the Debtor' chapter 11 trustee on Sept. 20,
2004.


ANNA NICOLE SMITH: Dechert Represents Marshall; Hearing on Jan. 18
------------------------------------------------------------------
In the long-running litigation over the claims of Anna Nicole
Smith to her former husband's estate, G. Eric Brunstad, Jr., leads
Dechert's representation of the Marshall family in opposing Ms.
Smith's estate before the Supreme Court.  The matter has been to
the Supreme Court before, when Mr. Brunstad represented the
Marshall family in Marshall v. Marshall, No. 04-1544 (2006).  On
remand, Dechert won a complete victory in favor of the Marshall
family on March 19, 2010, when the Ninth Circuit held that Ms.
Smith's counterclaim against Pierce Marshall for tortious
interference with an inter vivos gift was not a "core proceeding,"
and that the district court erred when it did not afford
preclusive effect to the Texas probate court's determination of
relevant legal and factual issues.  Ms. Smith's estate appealed
that decision to the Supreme Court.  In addition to G. Eric
Brunstad, Jr. (counsel of record), Collin O'Connor Udell and
Matthew J. Delude were on the briefs.

The matter is due to be argued before the Supreme Court of the
United States on Tuesday, January 18, 2010.   A copy of the
respondent's brief is available for free at:

        http://bankrupt.com/misc/stern-marshall_brief.pdf

Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed
under Chapter 11 in 1996 as part of a struggle over the estate of
J. Howard Marshall, whom she married in 1994 when she was 26 and
died barely a year after they were wed.  Ms. Smith died in
February 2007.  According to Bloomberg, in 2000, the bankruptcy
judge awarded Ms. Smith $449 million from the estate arising from
a counterclaim she filed in bankruptcy court in a lawsuit by one
of Mr. Marshall's sons.  The 9th U.S. Circuit appeals court in San
Francisco threw out the judgment in 2004, holding that the
bankruptcy court didn't have jurisdiction over probate matters.
The U.S. Supreme Court in May 2006 issued a decision, overruling
the federal appeals court and finding that the bankruptcy court
had jurisdiction, even though the issues also could have been
decided in the Texas probate court.  The Supreme Court remanded
the case for the federal appellate court to decide whether her
victory in the bankruptcy and district courts was knocked out
because a Texas probate court had entered judgment first against
her.  On remand from the Supreme Court, the 9th U.S. Circuit Court
of Appeals issued its decision in March 2010, concluding that the
bankruptcy court didn't have so-called core jurisdiction.  The 9th
Circuit noted that before the U.S. district court was able to
enter judgment in her favor, the Texas probate court had entered
judgment against her saying she was entitled to nothing from her
deceased husband's estate.

As reported by the Troubled Company Reporter on September 29,
2010, the Supreme Court agreed to take a second look at disputes
arising in and related to Ms. Smith's 1996 bankruptcy case and her
entitlement to payment of a $449 million judgment she obtained in
bankruptcy court against her late step-son, E. Pierce Marshall, in
1999 following the death of her late husband.

The case is Marshall v. Stern (In re Vickie Lynn Marshall),
9th U.S. Circuit Court of Appeals (San Francisco).


ASARCO LLC: Court Allows $975,000 Discretionary Fee for Barclays
----------------------------------------------------------------
Judge Richard S. Schmidt of the United States Bankruptcy Court
for the Southern District of Texas approved the final fee
application of Barclays Capital Inc., as purchaser of rights to
compensation of Lehman Brothers Inc., for services rendered and
reimbursement of expenses as financial advisor and investment
banker to the Reorganized Debtors for the period from August 30,
2005, to December 9, 2009.

Judge Schmidt allowed Barclays (a) $6,641,774 in professional
fees, and (b) $1,200,421 for reimbursement of reasonable and
necessary expenses.

In a separate memorandum opinion and order, Judge Schmidt
approved and directed the payment of a $975,000 discretionary fee
to Barclays.  The Court, however, denied Barclays' request for a
$6 million fee enhancement in relation to the auction of the
judgment obtained in the proceeding involving Southern Copper
Corporation.

"While it is possible that the threat of an auction may have
played an important part in the Parent's decision to propose its
full payment plan, the auction was not successfully completed and
thus does not support a $6 million enhancement," Judge Schmidt
opined.

During its more than four years of intensive service, Lehman, and
then Barclays, played a critical role in achieving the successful
reorganization of the Debtors, Judge Schmidt related.  "Their
creativity and expertise assisted the Debtors in resolving many
challenges," he said.

The Court found that the impact of the original contract between
the Debtors and Lehman was incapable of anticipation at the time
of the contract and resulted in compensation below market rate.
Judge Schmidt, however, maintained that Barclays is entitled to
the amount necessary to bring Lehman's compensation up to a
market level -- $975,000.  On the other hand, Judge Schmidt
pointed out that Barclays did not show by a preponderance of the
evidence that they are entitled to any additional fee
enhancement.

            Roberts Seeks Amendment to Final Order

Plan Administrator Mark A. Roberts asks Judge Schmidt to amend
the order approving Barclays' final fee application to deduct
certain amount that was already paid.

Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia,
relates that while preparing to pay Barclays, the Plan
Administrator discovered that he has already paid a portion of
the final fees and expenses that remain owing to Barclays under
the Final Fee Application.

The Final Fee Order directs payment of $200,322 in fees and
$2,429 in expenses, which is calculated using Barclays'
description of the unpaid amounts for the final months of the
firm's engagement from September 1, 2009, through December 9,
2009.  Mr. Hayes notes that Barclays' description of the unpaid
amounts in the Final Fee Application, which was filed on Feb. 5,
2010, indicated that it had not received payment of any fees or
expenses for the December 1 to 9, 2009 period.

The Plan Administrator maintains that he paid $54,687 in fees and
expenses for Barclays' December 1 to 9, 2009 invoice by wire on
February 23, 2010.  Although Barclays confirms it received the
wire, it insists that the Plan Administrator is required to pay
the full $202,752 and appears to assert that the February 23
payment is separate from the Final Fee Order, Mr. Hayes points
out.

The February 23 payment represents 80% of fees and 100% of
expenses requested in Barclays' December 1 to 9, 2009 invoice, in
accordance with the interim compensation procedures under which
20% of the requested fees are withheld pending final allowance,
Mr. Hayes asserts.

The Court may amend the Final Fee Order to correct a manifest
error of fact under Rule 9023 of the Federal Rules of Bankruptcy
Procedure, Mr. Hayes argues.

The Plan Administrator also asks the Court to set an expedited
hearing on his request on December 14, 2010.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Plan Admin. Has Until January 21 to Object to Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended through January 21, 2011, the deadline for Reorganized
ASARCO LLC and the Plan Administrator to object to claims
pursuant to Section 14.2(a) of the Confirmed Plan of
Reorganization, with no change effected to Section 14.2(b) of the
Plan.

Entry of the order is without prejudice to the right of either
the Plan Administrator or Reorganized ASARCO to seek further
extensions of the deadline to object to Claims under Section 14.2
of the Plan and Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Blue Ledge Claim Settlement Faces No Objection
----------------------------------------------------------
The United States of America, on behalf of the United States
Environmental Protection Agency and the United States Department
of Agriculture, Forest Service, notified the Court and parties-
in-interest of the absence of any public comments in connection
with the settlement of the claim for the Blue Ledge Site.

The Blue Ledge Claim, also known as Claim No. 18284, was asserted
for response costs and natural resource damages at the Blue Ledge
Mine, which is located within the Rogue River National Forest in
Siskiyou County, California.

The Plan Administrator filed a Settlement Agreement regarding the
Blue Ledge Site.

The proposed Settlement Agreement among Reorganized ASARCO LLC,
the Plan Administrator and the Government provides, inter alia,
that the Government will have an allowed general unsecured claim
of $2,400,000 for the Blue Ledge Site.

Alan Tenenbaum, Esq., in Washington, D.C., relates that the
Government published notice of the Settlement Agreement in the
Federal Register at 75 Fed. Reg. 70868-7, and received no public
comments.

In accordance with Paragraph 12 of the Settlement Agreement, the
Settlement Agreement is effective upon the filing of the Notice
by the Government noting that there have been no public comments.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ATLANTIC FACILITIES: Plan of Reorganization Wins Court Approval
---------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina confirmed Atlantic
Facilities, L.L.C.'s Plan of Reorganization, subject to certain
modifications.

The Plan contemplates a continuation of the Debtor's business
post-emergence.  The Plan proposes to make payments from funds on
hand and funds derived from the Debtor's income, including income
from rental property.  A full-text copy of the Disclosure
Statement and the confirmation order are available for free at:

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

                 About Atlantic Facilities, L.L.C.

Wilmington, North Carolina-based Atlantic Facilities, L.L.C. --
dba Audubon Properties LLC; East Metro Properties, LLC; South
Metro Properties LLC; Myrtle Properties, L.L.C.; and North Metro
Properties LLC -- filed for Chapter 11 bankruptcy protection on
February 22, 2010 (Bankr. E.D. N.C. Case No. 10-01347).  Trawick
H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the
Company in its restructuring effort.  The Company has assets of
$14,481,403, and total debts of $15,767,067.


AXION INTERNATIONAL: Names Analyst A. Hatch to Board of Directors
-----------------------------------------------------------------
Axion International has named Anthony Hatch to its Board of
Directors.  The move to tap Mr. Hatch, a transportation industry
analyst, "significantly reinforces the company's commitment to
align its management and leadership with target-industry
interests," Axion said in a statement, which was posted at the
Securities and Exchange Commission.

"[The] announcement is another example of Axion's firm resolve to
more closely align the company's leadership with the industries in
which we are operating," stated Jim Kerstein, Axion's Co-founder
and CEO, in the Company press release.  "We are committed to
securing individuals with expertise and experience in the areas
where our business intersects with the future of our target
industries.  It is imperative at this stage in our growth that we
build the strongest team possible to further our strategic goals,
and there is no better candidate for that role in the railroad
industry than Tony Hatch."

Commenting about his appointment to Axion's Board, Mr. Hatch said,
"In my years working in and analyzing the railroad industry, I
have come across many technologies that attempt to partner green-
tech concepts with evolutionary applications.  My search for truly
game-changing technologies has led me to Axion's unique Recycled
Structural Composite.  It is among the best and most practical 'go
green' applications for the railroad industry I have seen.  I look
forward to being a part of the company's Board and to helping
identify avenues, both domestic and international, where Axion's
products will find their greatest traction."

Mr. Hatch has been a senior transportation analyst on Wall Street
for over twenty years, starting at Salomon Brothers and proceeding
from there to Argus Research, PaineWebber and NatWest Markets
(USA).  He began his own independent consultancy in 1999.
Mr. Hatch's coverage focuses on the freight transportation
segment, particularly surface transportation.  He is known
throughout the industry for his knowledge of the intermodal arena,
where the various modes of freight transport converge.  Most
recently Mr. Hatch has been providing not only traditional
institutional research and consulting services to major railroads
but also due diligence and other services to private equity and
hedge funds, in such areas as rail maintenance and construction,
railcars and third party logistics.  Along with his frequent
contributions to Progressive Railroading, a leading railroad
industry publication, he co-sponsors "RailTrends", the most
comprehensive railway industry conference held each Fall in New
York City.

                    About Axion International

New Providence, N.J.-based Axion International Holdings, Inc.
(OTC BB: AXIH) -- http://wwwaxionintl.com/-- is a structural
solution provider of cost-effective alternative infrastructure and
building products.  The Company's "green" proprietary technologies
allow for the development and manufacture of innovative structural
products made from virtually 100% recycled consumer and industrial
plastics.

As reported in the Troubled Company Reporter on January 19, 2010,
Jewett, Schwartz, Wolfe and Associates, in Hollywood, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern, following its results for the fiscal
year ended September 30, 2009.  The independent auditors noted
that the Company has incurred significant losses since inception
and needs to seek new sources or methods of financing or revenue
to pursue its business strategy.

The Company had an accumulated deficit of $15.8 million and a
working capital deficit of $970,618 as of June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $1.7 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $663,972.


BANCO SANTOS: Trustee Files for Ch. 15 to Recover Assets in U.S.
----------------------------------------------------------------
Vanio Cesar Pickler Aguiar, as foreign representative for Sao
Paulo, Brazil-based Banco Santos S.A., filed a Chapter 15 petition
(Bankr. S.D. Fla. Case No. 10-47543) in Miami, Florida.

Mr. Aguiar is the judicial administrator or trustee for Banco
Santos in the bankruptcy action pending in the 2nd Bankruptcy and
Judicial Reorganization Court of Sao Paulo, Brazil.

The trustee seeks recognition of the proceeding pending in the
Brazilian Court as a "foreign main proceeding:, as defined in
11 U.S.C. Secs. 1502(4) and 101(23).

According to the U.S. court filing, Banco Santos was a prominent
bank in Brazil, until events beginning around the end of 2004
eventually led to the bank being liquidated in 2005.  On
November 12, 2004, the Central Bank of Brazil felt compelled to
intervene after it appeared that Banco Santos was facing
insolvency due to an apparent deficit of hundreds of millions of
reals (Brazil's currency).  The insolvency was suspected to have
been the result of unscrupulous dealings by Edemar Cid Ferreira,
the former head of Banco Santos, as well as others of Banco
Santos' officers and directors.

Brazilian investigators believe that Ferreira, with the help of
his wife, son, and others, set up a series of holding companies
and trusts linked substantially to one bank and one offshore
company they apparently controlled -- Bank of Europe in Antigua
and Alsace Lorraine Investment Services Ltd. in the British Virgin
Islands.  Utilizing these offshore vehicles, Banco Santos would
encourage, and in some cases require, investors to deposit cash in
favor of the Bank of Europe in Antigua as collateral for loans in
Brazil.

Eventually the scheme began to unravel, leading Banco Santos to
take measures such as raising cash by selling junk bonds to the
offshore vehicles.  Millions of dollars (or reals) invested
offshore were misappropriated by Ferreira, including spending on a
lavish art collection valued in the tens of millions of dollars.
In addition, Mr. Ferreira lives in a residence in Sao Paulo that
he remodeled circa 2003-2004 at the expense of some US$60 million,
which is owned by two of the Related Entities, whose shares in
turn are owned by offshore vehicles.

As a result of his complicity in the collapse of Banco Santos,
Ferreira was charged by Brazil's federal police with financial
crimes and money laundering, among other things.  He was
eventually convicted and sentenced to 21 years in prison.  He
remains out of prison on bail pending an appeal.  Other persons
associated with Banco Santos also were charged with crimes and
convicted.

On May 4, 2005, Banco Santos was placed into extra-judicial
liquidation, which is a precursor to full bankruptcy under
Brazilian law.  On September 20, 2005, the Brazilian Court issued
an Order converting the extra-judicial liquidation into a full,
court-supervised bankruptcy, and also appointed the Trustee as
Judicial Administrator of Banco Santos.

The Banco Santos Proceeding remains pending and the Trustee is
overseeing efforts to identify, locate, and capture assets
belonging to the estate and the Related Parties.

Today, the Estate of Banco Santos has 1,969 creditors and debts of
about R$2.4 billions (around US$1.4 billion). The total of Banco
Santos' proven assets recovered by the Trustee to date, however,
is 900 million reals (approximately US$530 million).  Based on the
Trustee's investigation, information from the Brazilian
investigators, and other sources, the Trustee believes that a
significant amount of assets were diverted by Mr. Ferreira and/or
others prior to the Central Bank's intervention.

The Trustee desires to proceed with an investigation into the
assets of Banco Santos and of the Related Entities, including, for
example, as to assets that are in the U.S. or that were
transferred through the U.S., as well as transactions involving
Banco Santos and the Related Entities with persons or entities
located in the U.S.

The Chapter 15 petition estimates that the Debtor has assets of
US$500 million to $1 billion and debts of more than US$1 billion.
Gregory S. Grossman, Esq., in Miami, FL, represents the Trustee in
the Chapter 15 case.  The Trustee is also represented by:

          Astigarraga Davis, Esq.
          MULLINS & GROSSMAN P.A.
          701 Brickell Avenue, 16th Floor
          Miami, Florida 33131
          Tel: (305) 372-8282
          Fax: (305) 372-8202
          E-mail: ggrossman@astidavis.com
                  edavis@astidavis.com


BANCO SANTOS: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Vanio Cesar Pickler Aguiar
                       c/o Astigarraga Davis
                       701 Brickell Avenue, 16th Floor
                       Miami, FL 33131

Chapter 15 Debtor: Banco Santos
                   Attn: Vanio Cesar Pickler Aguilar
                   Rua D. Elisa Pereriera de Barros,
                   715 - Jd. Europa, CEP 01456-000
                   Sao Paulo, Brazil

Chapter 15 Case No.: 10-47543

Chapter 15 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

About Banco Santos: Banco Santos was a prominent bank in Brazil,
                    until events beginning around the end of 2004
                    eventually led to the bank being liquidated in
                    2005.  On November 12, 2004, the Central Bank
                    of Brazil felt compelled to intervene after it
                    appeared that Banco Santos was facing
                    insolvency due to an apparent deficit of
                    hundreds of millions of reals (Brazil's
                    currency).  The insolvency was suspected to
                    have been the result of unscrupulous dealings
                    by Edemar Cid Ferreira, the former head of
                    Banco Santos, as well as others of Banco
                    Santos' officers and directors.

Chapter 15
Petitioner's
Counsel:          Gregory S. Grossman, Esq.
                  701 Brickell Avenue, 16th Floor
                  Miami, FL 33131
                  Tel: (305) 372-8282
                  E-mail: ggrossman@astidavis.com

                        -- and --

                  Astigarraga Davis, Esq.
                  MULLINS & GROSSMAN P.A.
                  701 Brickell Avenue, 16th Floor
                  Miami, Florida 33131
                  Tel: (305) 372-8282
                  Fax: (305) 372-8202
                  E-mail: ggrossman@astidavis.com
                          edavis@astidavis.com

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

Estimated Assets: More than $1 billion

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


BART TRACY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Bart Tracy
                 dba Royalties International, LLC
                     Groundhog Technologies, LLC
                     Hunter Capital and Investments, LLC
               26813 153rd Street Court East
               Buckley, WA 98321

Bankruptcy Case No.: 10-50085

Chapter 11 Petition Date: December 9, 2010

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

Judge: Paul B. Snyder

Debtor's Counsel: James A. Jones, Esq.
                  TURNBULL & BORN PLLC
                  950 Pacific Avenue, Suite 1050
                  Tacoma, WA 98402
                  Tel: (253) 383-7058
                  E-mail: jjones@turnbullborn.com

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

Estimated Debts: $0 to $50,000

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


BEAZER HOMES: Sec. 382 Rights Agreement Shortened to 3 Years
------------------------------------------------------------
On December 6, 2010, Beazer Homes USA Inc. and American Stock
Transfer & Trust Company LLC, as Rights Agent, entered into a
First Amendment to its Section 382 Rights Agreement, dated as of
November 12, 2010.  The Amendment amends the Rights Agreement,
generally as follows:

   * The expiration provisions are amended to clarify that the
     Rights Agreement will expire upon the earlier of:

      i) the date on which the Company's stockholders vote on, but
         do not approve the Rights Agreement, and

     ii) the first anniversary of the adoption of the Rights
         Agreement if stockholder approval has not been received
         by such date.

     In addition, the final expiration date of the Rights
     Agreement is shortened to three years, from November 12, 2020
     to November 12, 2013.

   * The definitions of "Affiliate," "Associate," "Beneficial
     Owner," "Beneficial Ownership" and "beneficially own" are
     amended to generally conform such definitions to the meanings
     given to such terms in Section 382 of the Internal Revenue
     Code of 1986, as amended, and the Treasury Regulations
     adopted thereunder.  Prior to Amendment, such definitions
     were based on the meanings given to such terms under the
     Securities Exchange Act of 1934, as amended.

   * The Amendment adds a "Qualifying Offer" provision, and
     conforming changes, that exempts from the definition of an
     "Acquiring Person" under the Rights Agreement a person that
     beneficially owns at least a majority of the Company's common
     stock following the consummation of a "Qualified Offer."  A
     "Qualified Offer" means an offer, determined by a majority of
     the members of the Board of Directors of the Company that are
     independent of the relevant offeror, to have each of the
     following characteristics with respect to the Company's
     common stock:

       i) a tender or exchange offer for all of the outstanding
          shares of the Company's common stock at the same per-
          share consideration;

      ii) an offer that has commenced within the meaning of Rule
          14d-2(a) under the Exchange Act;

     iii) an offer that is conditioned on a minimum of at least a
          majority of the outstanding shares of the common stock
          being tendered and not withdrawn as of the offer's
          expiration date, which condition will not be waivable;

      iv) an offer pursuant to which the offeror has announced
          that it intends, as promptly as practicable upon
          successful completion of the offer, to consummate a
          second step transaction whereby all shares of the
          Company's common stock not tendered into the offer will
          be acquired using the same form and amount of
          consideration per share actually paid pursuant to the
          offer, subject to stockholders' statutory appraisal
          rights, if any;

       v) an offer pursuant to which the Company and its
          stockholders have received an irrevocable written
          commitment of the offeror that the offer will remain
          open for not less than 60 days; and

      vi) an offer at a per-share consideration, and on such other
          terms and conditions, that in each case are adequate and
          fair.

     An offer will constitute a Qualified Offer if and only for
     so long as each of the foregoing requirements in clauses (i)
     through (vi) remain satisfied, and if any such requirement
     will at any time thereafter fail to be satisfied such offer
     will no longer constitute a Qualified Offer.

   * Section 26 of the Rights Agreement is revised to clarify when
     amendments to the Rights Agreement may be made by the Board
     of Directors.

A full-text copy of the First Amended Rights Agreement is
available for free at http://ResearchArchives.com/t/s?70d2

                      About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2010, showed $1.95 billion
in total assets, $1.50 billion in total liabilities, and
stockholders' equity of $454.73 million.

                         *     *     *

Beazer carries (i) a "B-" issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) "Caa1" probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating from Fitch Ratings.

In May 2010, when it upgraded the ratings from 'CCC' to 'B-',
Fitch noted that the Company has an improved capital structure as
a result of the completed $447.6 million equity and debt offering.
Net proceeds from the offering will be used to fund debt
repurchases.  Following these proposed debt redemptions, Beazer
will not have any major debt maturities until November 2013, when
$164 million of senior notes become due.  Nevertheless, the
company will continue to have a substantial debt position and
high leverage following these transactions.

Standard & Poor's Ratings Services assigned its 'CCC' credit
rating and its '6' recovery rating to Beazer Homes USA Inc.'s
proposed $200 million senior notes due 2019.  The '6' recovery
rating reflects S&P's expectation for negligible (0%-10%) recovery
in the event of default.

Fitch Ratings expects to assign a 'B-/RR4' rating to Beazer Homes
USA, Inc.'s proposed offering of $200 million of senior unsecured
notes due 2019.  The company intends to use the net proceeds from
this offering to fund or replenish cash that has been used to fund
the prior redemption or repurchase of its outstanding senior
notes.  Additionally, following the completion of the proposed
notes offering, the company expects to issue a notice for the
redemption in full of its outstanding 6.5% senior notes due 2013,
although no specific date for the redemption has been established.

Moody's Investors Service assigned a Caa2 rating to Beazer Homes'
proposed $200 million senior unsecured notes offering due May
2019.  The proceeds from the notes offering will be used to
replenish the cash that was used previously to repurchase
outstanding senior notes.  All other ratings, including Caa1
corporate family rating, Caa1 probability of default rating, B1
rating for senior secured debt, Caa2 rating for senior unsecured
debt, and SGL-3 speculative grade liquidity rating, were affirmed.
The rating outlook is stable.


BENNION COVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bennion Cove, LLC
        2389 Bonanza Court
        South Jordan, UT 84095

Bankruptcy Case No.: 10-37067

Chapter 11 Petition Date: December 9, 2010

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

Judge: R. Kimball Mosier

Debtor's Counsel: Kenneth L. Cannon, II, Esq.
                  DURHAM JONES & PINEGAR
                  111 East Broadway, Suite 900
                  P.O. Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  E-mail: kcannon@djplaw.com

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

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

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

The petition was signed by Ronald H. Thorne, manager.


BERNARD L MADOFF: Trustee Seeks $900MM From Avellino and Bienes
---------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, on December 10 announced the
filing of a complaint against Frank Avellino, Michael Bienes,
their wives, son Thomas Avellino, as well as other family members,
and family-controlled trusts and entities.  The Trustee seeks to
recover more than $900 million that the defendants withdrew from
BLMIS during times they knew or should have known that BLMIS was
operating fraudulently. All monies recovered will be deposited in
the Customer Fund for equitable distribution to BLMIS customers
with valid claims.

"Frank Avellino and Michael Bienes are among the earliest enablers
of Bernard Madoff's," said Mr. Picard.  "They operated BLMIS's
first feeder fund, a partnership known as Avellino & Bienes, which
not only fueled the initial growth of the Ponzi scheme, but also
helped sustain it for years."  "Avellino and Bienes were both
CPAs, professionals who were trained to spot fraud and obligated
to report it.  Avellino and Bienes -- as well as their wives and
Avellino's son, Thomas -- observed blatant and obvious red flags
which would have put a reasonable person, let alone licensed CPAs,
on clear notice that BLMIS was operating fraudulently," said David
J. Sheehan, counsel to the Trustee and partner at Baker &
Hostetler.  "However, instead of reporting the Madoff fraud, they
enthusiastically supported it, lied to the SEC to cover it up and,
for their help, were rewarded with millions of dollars of other
people's money."

According to the complaint, Messrs. Avellino and Bienes observed
flagrant signs of fraud for years, but consistently and falsely
represented to investors that Madoff was a legitimate investment
professional. As early as 1992, while under investigation by the
SEC themselves, Messrs. Avellino and Bienes knew that BLMIS had
created a phony account with backdated statements detailing
fabricated trades.  The purpose of the phony account with millions
of dollars in fictitious value was to conceal a multi-million-
dollar shortfall between what Messrs. Avellino & Bienes owed its
investors and the purported balances of its BLMIS accounts.
Rather than expose the creation of this fraud, Messrs. Avellino
and Bienes lied under oath in SEC testimony to cover it up,
playing along with Mr. Madoff so they could continue to enrich
themselves at the expense of others and continue living their
lavish lifestyle.

Even after the SEC shut down Messrs. Avellino & Bienes through a
federal court injunction, Messrs. Avellino and Bienes, Mrs.
Avellino, Mrs. Bienes, and later Thomas Avellino, continued to
funnel millions of dollars of investment funds to BLMIS to enrich
themselves from Mr. Madoff's fraud.  The defendants also set up a
multitude of entities and trusts to benefit themselves and a
number of their close relatives: brothers and sisters, in-laws,
nieces and nephews, and grandchildren.  After the SEC's
injunction, in order to prevent the collapse of the Ponzi scheme,
Madoff agreed to make fraudulent side payments to Messrs. Avellino
and Bienes based upon amounts that former Messrs. Avellino &
Bienes investors reinvested directly with BLMIS.  The fraudulent
side payments were made through blatantly fictitious options
transactions inserted into customer statements for BLMIS accounts
they controlled.

Mr. Avellino and his wife purchased multi-million-dollar homes in
exclusive areas of Manhattan, Nantucket, and Palm Beach, some of
which were adorned with valuable artwork from famous artists and
sculptors, such as Pablo Picasso and Edgar Degas.  Thomas
Avellino, who had no significant employment history and little or
no experience as an investment professional, owned a Florida
penthouse and a million-dollar home in Monmouth, New Jersey.  The
Bieneses owned homes in California, New York, Florida, and London.

"Avellino and Bienes spent the vast majority of their professional
careers recruiting investors and funneling money to Madoff so they
could profit for decades from implausibly steady and guaranteed
returns from BLMIS," said Jimmy Fokas, a partner at Baker &
Hostetler.  "Avellino, Bienes, Mrs. Avellino, Mrs. Bienes, Thomas
Avellino and entities they controlled knew or should have known
that the uninterrupted returns they enjoyed for decades and the
blatantly fictitious trades reflected in their BLMIS accounts were
the product of fraud."

In addition to Mr. Sheehan and Mr. Fokas, the trustee acknowledges
the contributions of the following Baker & Hostetler attorneys who
worked on this extensive filing: Jonathan R. Barr, Adam
J. Smith, Christy Nixon and Elizabeth Urda.

                      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 from lawsuits or settlements.


BERNARD L MADOFF: More Than $50-Bil. Sought in Clawback Suits
-------------------------------------------------------------
Bloomberg News reports that Irving H. Picard, trustee for Bernard
L. Madoff Investment Securities LLC, filed more than $50 billion
in clawback suits, aiming to increase recoveries by victims of
Bernard Madoff's Ponzi scheme, the biggest in U.S. history.

According to the report, Mr. Picard has filed hundreds of lawsuits
against banks, feeder funds, investors and others alleged to have
profited from Mr. Madoff's decades-long crime.  The deadline for
Mr. Picard to file claims expired December 11, the two-year
anniversary of Mr. Madoff's arrest.

So far, Mr. Picard has recovered about $2.5 billion.

                   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 from lawsuits or settlements.


BERNARD L MADOFF: Will Not Attend Son's Funeral
-----------------------------------------------
The Wall Street Journal's Aaron Lucchetti, Sean Gardiner and
Michael Rothfeld report that Ira Sorkin, Esq., Bernard Madoff's
lawyer, said in an interview that Mr. Madoff will be staging a
"private service" at his North Carolina prison in memory of his
son Mark Madoff.  The Troubled Company Reporter on Monday reported
about Mark's death.

The Journal relates details about funeral arrangements for the
younger Mr. Madoff, who committed suicide Saturday, were still
unclear Monday.  His body remained in the New York City morgue
Monday evening, according to a spokeswoman for the city medical
examiner.

Meanwhile, Dow Jones Newswires' Chad Bray reports that a Manhattan
judge on Monday held that Annette Bongiorno, 62, a longtime "back
office" employee of Mr. Madoff can remain under home incarceration
in Florida for now, but the "window is closing" for her to satisfy
the court regarding her bail.  U.S. District Judge Laura Taylor
extended the current conditions of her bail through Thursday, but
said she's not comfortable with continuing them much longer.
Another hearing has been scheduled for Wednesday afternoon.

Federal prosecutors in Manhattan have accused Ms. Bongiorno of
playing a key role in deceiving investors and regulators and
helping prop up Mr. Madoff's decades-long fraud.  She was indicted
in November, long with JoAnn Crupi, another longtime Madoff back
office employee.  They have denied wrongdoing.

Bail was set at $5 million last month, to be secured by $2 million
in cash and property.  Dow Jones relates Ms. Bongiorno's lawyers
said she has had trouble finding co-signers with enough means to
cover the entire bond and the negative press surrounding the case
had made it difficult to locate co-signers.  Her lawyers have
until Wednesday to provide prosecutors with information regarding
three additional co-signers for her bond.

Dow Jones further reports that prosecutors said on Monday that Ms.
Bongiorno hasn't accounted for all of the money she received from
Mr. Madoff's firm, which she joined in 1968. Prosecutors claim all
of the money she received from Mr. Madoff's firm was attributable
to the fraud.

                   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.


BLUEKNIGHT ENERGY: Charlesbank Execs. File Form 3s with SEC
-----------------------------------------------------------
Michael R. Eisenson, and Jon Biotti, members of the Board of
Directors of Blueknight Energy Partners G.P., L.L.C., the general
partner of Blueknight Energy Partners, L.P. ("BKEP"), each
recently filed with the Securities and Exchange Commission an
Initial Statement Of Beneficial Ownership Of Securities under Form
3.

Pursuant to the Global Transaction Agreement dated October 25,
2010, by and among BKEP, Blueknight Energy Partners G.P., L.L.C.,
the general partner of BKEP, Blueknight Energy Holding, Inc. and
CB-Blueknight, LLC, Charlesbank Holding purchased 10,769,231
Series A Preferred Units of BKEP for $6.50 per Preferred Unit.
Also pursuant to the Global Transaction Agreement, BKEP issued to
Charlesbank Holding a Convertible Subordinated Debenture in
exchange for $25 million.

The conversion price for the Preferred Units will be an amount
equal to (i) the sum of $6.50, divided by (ii) an amount equal to
(a) in the event the Unitholder Meeting occurs prior to December
31, 2011, the volume-weighted average trading price per Common
Unit during the 20 consecutive trading days ending on the tenth
trading day after the date of the Unitholder Meeting or (b) in the
event the Unitholder Meeting does not occur prior to December 31,
2011, the volume-weighted average trading price per Common Unit
during the 20 consecutive trading days ending on the tenth trading
day after December 31, 2011; provided, however, that in either
case the Conversion Price will be no greater than $6.50 and no
lower than $5.50.

The Preferred Units are convertible in whole or in part into
Common Units at the holder's election at any time after the
earlier of (i) the second business day following the record date
for the Special Distribution or (ii) the eleventh business day
following December 31, 2011, subject to certain conditions being
met.

Michael R. Eisenson serves as the Chief Executive Officer and a
managing director of Charlesbank Capital Partners, LLC, while Jon
Biotti serves as a managing director of Charlesbank Capital
Partners, LLC.  Charlesbank Capital Partners, LLC is the
investment adviser to certain entities that serve as members of
Charlesbank Holding.  Messrs. Eisenson and Biotti disclaim
beneficial ownership of the securities held by Charlesbank
Holding, except to the extent of their pecuniary interest therein,
and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange
Act of 1934.

If not otherwise redeemed, the Convertible Debenture will mature
on December 31, 2011 and, on such date, all outstanding principal
and any accrued and unpaid interest will automatically convert
into Preferred Units.

The number of Preferred Units issuable on conversion of the
Convertible Debenture will be an amount equal to (i) the sum of
the outstanding principal and any accrued and unpaid interest
being converted, divided by (ii) 6.50.

Messrs. Eisenson and Biotti are members of the Board of Directors
of Blueknight Energy Partners G.P., L.L.C., the general partner of
Blueknight Energy Partners, L.P.  Messrs. Eisenson and Biotti
became members of the Board of Directors of the GP in connection
with a transaction between Blueknight Energy Holding, Inc. and CB-
Blueknight, LLC.

                    About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

On October 25, 2010, BKEP announced agreement for an affiliate of
Charlesbank Capital Partners, LLC, to purchase from Vitol Holding
B.V. 50% of the membership interests in the entity that controls
BKEP's general partner.  The change in control was consummated
November 12, 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$295.96 million in total assets, $444.02 million in current
liabilities, $4.69 million in long-term payable to related
parties, and a partners' deficit of $152.75 million.

                          *     *     *

PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the
Partnership's financial statements for the year ended December 31,
2009, expressed substantial doubt about its ability to continue as
a going concern.  The independent auditors noted that the
Partnership has substantial long-term debt, a deficit in partners'
capital, and significant litigation uncertainties.


BLUFFDALE MAYNARD: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bluffdale Maynard, LLC
        2389 Bonanza Court
        South Jordan, UT 84095

Bankruptcy Case No.: 10-37068

Chapter 11 Petition Date: December 9, 2010

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

Judge: R. Kimball Mosier

Debtor's Counsel: Kenneth L. Cannon, II, Esq.
                  DURHAM JONES & PINEGAR
                  111 East Broadway, Suite 900
                  P.O. Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  E-mail: kcannon@djplaw.com

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

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

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

The petition was signed by Ronald H. Thorne, manager.


C&D TECHNOLOGIES: Votes for Exchange, Prepack Extended to Dec. 20
-----------------------------------------------------------------
C&D Technologies, Inc. has adjourned a special meeting of
stockholders, which had been called in order to approve the
exchange offers for its outstanding 5.25% Convertible Senior Notes
due 2025 and 5.50% Convertible Senior Notes due 2026 in exchange
for shares of the Company's common stock and certain amendments to
the Company's certificate of incorporation in connection with the
exchange offers until 3:00 PM EST on Monday, December 20, 2010 at
the corporate offices of C&D located at 1400 Union Meeting Road,
Blue Bell, Pennsylvania.

Peter Key, writing for Philadelphia Business Journal, reports that
C&D Technologies Inc. was forced to adjourn the special meeting of
shareholders it had called for Monday because it didn't have
enough shareholders represented, in person or by proxy, for a
quorum.

Dr Jeffrey Graves, President and Chief Executive Officer, said
"the special meeting previously scheduled in connection with our
financial restructuring was adjourned today to provide additional
time to secure a quorum for the meeting.  Given the voting
timeline for the exchange was very compressed, an adjournment of
the meeting to provide our stockholders additional time to submit
their votes was considered the appropriate course of action."

The proposals to be voted on by the stockholders of the Company at
the adjourned special meeting are more fully described in the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on November 30, 2010. Stockholders of record
at the close of business on October18, 2010 will be entitled to
notice of and to vote at the meeting.  Instructions for how to
vote by proxy at the meeting, even if a stockholder is unable to
attend the meeting, are included in the definitive proxy
statement.  The company's board of directors recommends a vote in
favor of each proposal included in the definitive proxy statement.

Stockholders that have any questions or need assistance in voting
their shares should call MacKenzie Partners, Inc., the Company's
proxy solicitor, toll-free at (800) 322-2885 or collect at (212)
929-5500.

Additionally, the Company has extended the expiration time of the
exchange offers and the solicitation period for acceptances under
the prepackaged plan of reorganization until 11:59 PM EST on
Monday, December 20, 2010.  Validly tendered Notes may be validly
withdrawn at any time prior to the expiration time.

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

                    Solicitation Participants

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

                  Out-of-Court Debt Restructuring

As reported by the Troubled Company Reporter on December 7, 2010,
roughly 95.56% of C&D Technologies' outstanding 5.25% Convertible
Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026
have been validly tendered and not validly withdrawn as of 5:00 PM
Eastern Standard Time on December 2, 2010, in its outstanding
exchange offers.  Assuming that none of the Notes which have been
validly tendered as of 5:00 PM Eastern Standard Time on December
2, 2010 are validly withdrawn, the minimum tender condition of the
exchange offers will be satisfied.

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

As reported by the TCR, the exchange offers provide an out-of-
court method of restructuring the Company's indebtedness to
address imminent debt repayment obligations and liquidity issues.
If the exchange offers are not consummated, as a result of any of
the conditions thereto not being satisfied, the Company will be
unable to repay its current indebtedness from cash on hand or
other assets.

The Company is simultaneously soliciting holders of the Notes and
the existing holders of Common Stock to approve a prepackaged plan
of reorganization as an alternative to the exchange offer.  As
noted above, if the restructuring is accomplished through the
exchange offers, the holders of Notes will receive their pro rata
share of up to 95% of the outstanding shares of Common Stock
following the consummation of the exchange offers and the existing
stockholders of the Company will hold at least 5%, and up to 9.75%
of the outstanding shares of Common Stock following the
consummation of the exchange offers.

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

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

Stockholders that have any questions or need assistance in voting
their shares should call MacKenzie Partners, Inc., the Company's
proxy solicitor, toll-free at (800) 322-2885 or collect at (212)
929-5500.

                     Missed Interest Payments

As reported by the TCR on November 2, 2010, C&D Technologies has
elected not to make a semi-annual interest payment due on its
5.25% Convertible Senior Notes due 2025 on November 1, 2010.  The
decision was made in light of the Company's October 21, 2010
announcement of its plan to implement a restructuring of its
indebtedness pursuant to the exchange offer.

The Company believes that while the Exchange Offer is pending, the
prudent course of action is to preserve liquidity to support the
Company's business and operations during the Restructuring.  The
Company expects to continue to manufacture its products and
service its customers in the normal course.

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

                    About C&D Technologies

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

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

                          *     *     *

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


C&D TECHNOLOGIES: Incurs $6.3 Million Net Loss in Oct. 31 Quarter
-----------------------------------------------------------------
C&D Technologies, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $6.27 million on $87.62 million of net
sales for the three months ended October 31, 2010, compared with a
net loss of $3.48 million on $91.21 million of net sales for the
same period ended October 31, 2009.

The Company's balance sheet at October 31, 2010, showed
$250.37 million in assets, $265.79 million in total liabilities,
and a stockholders' deficit of $15.42 million.

"The Company's cumulative losses, substantial indebtedness and
likely future inability to comply with certain covenants in the
agreements governing its indebtedness, including among others,
covenants related to continued listing on a national automated
stock exchange and future EBITDA requirements, in addition to its
current liquidity situation, raise substantial doubt as to the
Company's ability to continue as a going concern for a period
longer than twelve months from October 31, 2010," the Company said
in the filing.

On November 1, 2010, the Company announced that it has elected not
to make the semi-annual interest payment due on the 2005 Notes on
November 1, 2010.  The decision was made in light of the Company's
October 21, 2010 announcement of its plan to implement a
restructuring of its indebtedness pursuant to offers to separately
exchange (the "Exchange Offer") all of its outstanding 2005 Notes
and 2006 Notes for up to 95% of the shares of the Company's common
stock, in the aggregate, which provides that if the Exchange Offer
is consummated, all outstanding principal of, plus accrued unpaid
interest on, properly tendered Notes will be included in the
calculation of each holder's pro rata share of the Company's
common stock to be issued to holders of Notes.  A semi-annual
interest payment on the 2006 Notes became due on November 15,
2010.  The Company further elected not to pay interest due on the
2006 Notes.

"If we are not able to complete the restructuring or obtain
additional financing on a timely basis, we may be forced to
declare bankruptcy," the Company warned.

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

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

                      About C&D Technologies

C&D Technologies, Inc. (NYSE: CHP) -- http://www.cdtechno.com/--
provides solutions and services for the switchgear and control
(utility), telecommunications, and uninterruptible power supply
(UPS), as well as emerging markets such as solar power.  C&D
Technologies is headquartered in Blue Bell, Pennsylvania.


CABLEVISION SYSTEMS: Dolan Family Hiked Stake to 12.8%
------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on November 19, 2010, Charles F. Dolan, chairman of the
board of directors of Cablevision Systems Corp., says that he
beneficially owns 35,575,733 shares of Cablevision NY Group Class
A Common Stock representing 12.8% of the shares outstanding.

In its previous SC 13D filed January 15, 2010, the Dolan family
disclosed a 10.2% stake in Cablevision Systems.

Mr. Dolan filed the 13D individually and as trustee of the Charles
F. Dolan 2008 Grantor Retained Annuity Trust #2, the Charles F.
Dolan 2009 Grantor Retained Annuity Trust #1, the Charles F. Dolan
2009 Grantor Retained Annuity Trust #2, the Charles F. Dolan 2009
Grantor Retained Annuity Trust #3, the Charles F. Dolan 2010
Grantor Retained Annuity Trust #1, the Charles F. Dolan 2010
Grantor Retained Annuity Trust #6C, the Charles F. Dolan 2010
Grantor Retained Annuity Trust #7C, the Charles F. Dolan 2010
Grantor Retained Annuity Trust #8C and the Charles F. Dolan 2009
Revocable Trust.

In the most recent 13D, filed November 18, 2010, other members of
the Dolan family also disclosed beneficial ownership of
Cablevision System shares:

                                           Shares         Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
Helen A. Dolan                          35,575,733       12.8%
James L. Dolan                           5,949,892        2.4%
Thomas C. Dolan                          4,051,949        1.6%
Patrick F. Dolan                         3,899,342        1.5%
Kathleen M. Dolan                       23,172,648        8.7%
Marianne Dolan Weber                     3,797,864        1.5%
Deborah A. Dolan-Sweeney                 4,027,638        1.6%
Lawrence J. Dolan                        7,814,110        3.1%
David M. Dolan                           9,047,704        3.6%
Paul J. Dolan                            8,136,196        3.2%
Matthew J. Dolan                         7,630,396        3.0%
Mary S. Dolan                            7,648,486        3.0%
Charles F. Dolan Children Trust FBO
  Kathleen M. Dolan                       3,867,380        1.6%
Charles F. Dolan Children Trust FBO
  Deborah Dolan-Sweeney                   3,867,380        1.6%
Charles F. Dolan Children Trust FBO
  Marianne Dolan Weber                    3,754,664        1.5%
Charles F. Dolan Children Trust FBO
  Patrick F. Dolan                        3,735,519        1.5%
Charles F. Dolan Chidlren Trust FBO
  Thomas C. Dolan                         3,867,381        1.6%
Chalres F. Dolan Children Trust FBO
  James L. Dolan                          3,867,381        1.6%
Charles F. Dolan 2009 Family Trust
  FBO James L. Dolan                      1,534,185        0.6%
Charles F. Dolan 2009 Family Trust
  FBO Thomas C. Dolan                     1,534,185        0.6%
Charles F. Dolan 2009 Family Trust
  FBO Patrick F. Dolan                    1,206,185        0.5%
Charles F. Dolan 2009 Family Trust
  FBO Kathleen M. Dolan                   1,234,185        0.5%
Charles F. Dolan 2009 Family Trust
  FBO Marianne Dolan Weber                1,486,185        0.6%
Charles F. Dolan 2009 Family Trust
  FBO Deborah A. Dolan-Sweeney              814,185        0.3%
Ryan Dolan 1989 Trust                       60,627        0.0%
Charles Dolan 1989 Trust                    60,627        0.0%
Tara Dolan 1989 Trust                       60,627        0.0%
Charles F. Dolan 2010 Grantor Retained
  Annuity Trust #6C                       5,197,939        2.1%
Charles F. Dolan 2010 Grantor Retained
  Annuity Trust #7C                       4,944,961        2.0%
Charles F. Dolan 2010 Grantor Retained
  Annuity Trust #8C                       4,364,659        1.7%
Helen A. Dolan 2010 Grantor Retained
  Annuity Trust #6C                       2,739,750        1.1%
Helen A. Dolan 2010 Grantor Retained
  Annuity Trust #7C                       2,661,750        1.1%
Helen A. Dolan 2010 Grantor Retained
  Annuity Trust #8C                       2,398,500        1.0%

As of October 29, 2010, there were 245,693,853 shares of
Cablevision NY Group Class A Common Stock and 54,354,251
Cablevision NY Group Class B Common Stock outstanding.

Charles F. Dolan Children Trust FBO Kathleen M. Dolan disclosed in
a Form 3 filing with the Securities and Exchange Commission on
November 19, 2010, that it beneficially owns 191,456 shares of
Cablevision NY Group Class A Common Stock non-derivative
securities and 3,675,924 shares of Cablevision NY Group Class B
Common Stock derivative securities.  A copy of the filing is
available for free at http://ResearchArchives.com/t/s?70bb

Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan disclosed
in a separate Form 3 filing that it beneficially owns 53,181
shares of Cablevision NY Group Class A Common Stock non-derivative
securities and 1,181,004 Cablevision NY Group Class B Common Stock
derivative securities.  A copy of the filing is available for free
at http://ResearchArchives.com/t/s?70bc

Helen A. Dolan 2010 Grantor Retained Annuity Trust #6C disclosed
that it beneficially owns 2,739,750 shares of Cablevision NY Group
Class B Common Stock derivative securities of Cablevision Systems
Corp.  A copy of the filing is available for free at:

                http://ResearchArchives.com/t/s?70bd

Charles F. Dolan 2010 Grantor Retained Annuity Trust #6C disclosed
that it beneficially owns 5,197,939 shares of Cablevision NY Group
Class B Common Stock derivative securities.  A copy of the filing
is available for free at http://ResearchArchives.com/t/s?70be

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving around 3.1 million subscribers in and around the
New York metropolitan area.  Among other entertainment-and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

The Company's balance sheet at June 30, 2010, showed $7.63 billion
in total assets, $13.81 billion in total liabilities, and
a stockholders' deficit $6.19 billion.

Cablevision carries a 'Ba2' long term corporate family rating from
Moody's and 'BB' issuer credit ratings from Standard & Poor's.

Moody's Investors Service said in November 2010 that Cablevision's
Ba2 Corporate Family Rating and SGL1 rating, along with ratings of
company's subsidiaries including CSC Holdings, LLC and Newsday,
LLC, will not be affected by the potential leveraged spin-off of
Rainbow Media Holdings, LLC to the firm's shareholders.  At this
time the impact to Rainbow National Services, LLC's (Rainbow) Ba2
CFR and SGL1 ratings are uncertain, pending the proposed structure
of the debt financing and impact on leverage.


CADMUS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cadmus Construction, Inc.
        8034 Camino Predera
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 10-49763

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  BROKER & ASSOCIATES PC
                  18191 Von Karman Ave, Ste.470
                  Irvine, CA 92612-7114
                  Tel: (949) 222-2000
                  Fax: (949) 222-2022
                  E-mail: jbroker@brokerlaw.biz

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/cacb10-49763.pdf

The petition was signed by Paul Bardos, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Paul Phillip Bardos                    10-41455   09/29/10


CALPINE CORPORATION: Moody's Assigns 'B1' Rating to New Loan
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's new senior secured revolving bank facility due
December 2015.  Calpine's rating outlook is stable.  Concurrent
with this rating assignment, Moody's affirmed Calpine's
speculative grade liquidity rating at SGL-2.

                        Ratings Rationale

Calpine's B1 Corporate Family Rating reflects a financial profile
which has exhibited good improvement over the past few years and
Moody's expectations for additional strengthening in cash flow and
earnings following the July 1st purchase of Conectiv Energy's
generation assets.  The rating also considers actions taken by the
company to produce more predictable cash flow and earnings over
the intermediate term through the pursuit of multi-year contracted
power sale projects and bilateral arrangements.  The rating
considers the company's hedging strategy, a more favorable
exposure to increasingly stringent environmental mandates, and the
sustained operating performance of the reasonably young generation
fleet.  At 12 months ending September 30, 2010, Moody's calculates
the ratio of Calpine's cash flow to debt at 8.2%, its cash flow
coverage of interest at 1.9x and its free cash flow to debt at
7.0%.  Moody's believes that future financial performance will
position the company's CFR reasonably well as a strong "B" rated
unregulated wholesale power company.

The B1 (LGD4, 50%) rating for the new secured revolver
incorporates the fact that all of the Calpine corporate debt is
first lien debt.  As such, the secured first lien debt should
carry the same rating as the company's CFR, consistent with
Moody's Loss Given Default methodology.  The new $1 billion senior
secured bank facility replaces the existing $1 billion senior
secured bank facility, and matures on December 10, 2015, an
extension of approximately 22 months.  The collateral securing the
new revolver consists of a first priority lien on a material
percentage of all of Calpine's assets, including equity in
subsidiaries of Calpine and the guarantors to the extent permitted
by existing contractual arrangements.  Key components of the
collateral package include a direct first lien on the Geysers, a
725 MW base load geothermal collection of plants in California, as
well as a first lien on twenty natural gas-fired power generation
facilities with a combined capacity of 11,296 MW located
throughout the US.  The collateral package also includes a first
lien on the equity interests in virtually all of the remaining
plants with 15,469 MW of generation capacity.  The new revolving
credit facility will have financial covenants that require 1.5x
minimum coverage of consolidated interest expense and limits the
amount of consolidated net debt relative to consolidated EBITDA to
7.0x.

The new revolving credit facility lenders share pari-passu in this
collateral package with existing lenders in the company's secured
term loan, rated B1 (approximately $1.164 billion remains
outstanding), and with existing holders of $4.7 billion in secured
notes, also rated B1.  Moody's observes that while the collateral
securing the new revolver, the secured term loan and the secured
notes remain largely unchanged, the terms of the new revolver
provide Calpine with incremental financial flexibility.  For
example, the new revolver no longer places a limit on the amount
of capital expenditures incurred each year nor does it have any
limitations on restricted payments.  In addition, the new revolver
permits the removal of first lien debt guarantors, as long as the
net tangible assets of the remaining guarantors equal 166% of the
total first lien debt (CNTA ratio).  Moody's observes that the
CNTA ratio also exists in the company's most recent bond indenture
as an incurrence test.

Moody's further observes that while the first lien secured
creditors share in the collateral on a pari-passu basis, note
holders will continue to have limits placed on their voting rights
in certain circumstances until such time as the new revolver or
the existing term loan has been reduced to less than $500 million.
Moody's expects Calpine to refinance the remaining $1.164 billion
in term loans with secured notes at some future point thereby
making the new revolver the operative agreement for all first lien
secured creditors.

The SGL-2 liquidity rating reflects Moody's view that Calpine
will have good liquidity over the next 12 months based upon
internal cash flow generation, balance sheet liquidity, and
headroom under the company's covenants.  Moody's calculates
Calpine's annual free cash flow of around $500 million for 2010
and around $400 million for 2011.  At September 30, 2010,
Calpine had unrestricted cash of $914 million, and with the net
proceeds from the Rocky Mountain and Blue Spruce assets sales to
PS Colorado and the December 8th sale of a 25% interest in the
Freestone plant, Moody's believes that unrestricted cash on hand
at year-end will exceed $1.0 billion.  With the closing of the new
credit facility, Calpine will have access to a $1 billion secured
revolver to December 2015, of which $740 million is available
based on the $260 million of letters of credit being issued under
the facility at September 30, 2010.  Moody's expects the company
to be able to satisfy its project level maturing debt requirements
over the next 12 months from internal sources, and expects the
company to remain comfortably in compliance with the financial
covenants in its credit facilities.  With respect to other forms
of liquidity, virtually all of the company's assets are pledged to
creditors under either project level subsidiary agreements or
under the company's first lien credit agreements.  However, the
value ascribed to the Rocky Mountain, Blue Spruce, and Freestone
transactions supports Moody's view that Calpine's highly efficient
fleet of natural-gas fired generation could provide a meaningful
source of future alternate liquidity for the company.

The stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance and a carefully managed hedging strategy which is
expected to result in free cash flow generation helping to
facilitate consolidated debt reduction.

In light of the May 2010 rating upgrade, limited prospects exist
for the CFR to be upgraded in the near-term.  Nevertheless,
Calpine's CFR could be upgraded if the company's ratio of free
cash flow to debt reaches the high single digits, its cash flow to
debt exceeds 12%, and cash coverage of interest expense is above
2.3x on a sustainable basis.

The rating could be downgraded if the company is unable to
successfully execute on its business plan focused around free cash
flow generation helping to facilitate consolidated debt reduction.
Specifically, Calpine's CFR could be downgraded if the company's
cash flow to debt drops below 7%, and its cash coverage of
interest expense falls below 1.8x.

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company that owns 91 operating power plants with
an aggregate generation capacity of approximately 27,500
megawatts.  For the 12 months ending September 30, 2010, Calpine
had operating revenues of $6.7 billion.


CANNON RANCH: 37% Owner Wants Chapter 11 Case Dismissed
-------------------------------------------------------
Professional Land Development asks the U.S. Bankruptcy Court for
the Middle District of Florida to dismiss the Chapter 11 case of
Cannon Ranch, LLC.

Professional Land, a member of the Debtor, holds a 37% interest in
the Company.

As reported in the TCR on October 1, 2010, Cannon Ranch's Chapter
11 petition was signed by Lee E. Newell, president of New Cities
Land Company, Inc., manager and member.

In its motion for dismissal, Professional Land explains that it
never gave written authorization to file the Chapter 11 case and
pursuant to the management agreement of the Debtor, a decision to
file bankruptcy must be supported by 67% interest in the Company.

Professional Land is represented by:

     Malka Isaak, Esq.
     6014 US Highway 19, Suite 305
     New Port Richey, FL 34652
     Tel: (727) 849-3328
     Fax: (727) 846-7687

Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11
bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10-
23503).  Jennis & Bowen, P.L., serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $8,000,000 in assets and
$19,697,610 in liabilities as of the Chapter 11 filing.

Affiliate Professional Land Development, LLC, filed a separate
Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No.
10-02569).  Professional Land disclosed $8,579,441 in assets and
$32,771,025 in liabilities as of the Chapter 11 filing.   The
petition was signed by Gregory D. Bennett, the Company's managing
member.


CANNON RANCH: Plan Payments Will be Funded by DEVCO Builders
------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for
the Middle District of Florida will convene a hearing on
January 13, 2010, at 3:30 p.m., to consider confirmation of
Cannon Ranch, LLC's proposed Plan of Reorganization.  Objections,
if any, are due seven days before the date of the confirmation
hearing.

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

According to the Disclosure Statement, the Debtor must facilitate
the Plan through the sale of all of its assets.  After the sale,
the Debtor will be dissolved.  The Plan will be funded as:

   1) secured creditors will be paid by DEVCO Builders LLC, buyer
      for Cannon Ranch's assets.

   2) dividends to non-insider unsecured creditors will be paid by
      Devco.

Under the Plan, Comerica Bank will be paid by Devco the amount of
$6,200,000 in full satisfaction of its claim and the release of
its liens on the property.

Mechanics' Lien Claims will be treated under Class 5 General
Unsecured Claims.

Non-Insider Unsecured Creditors will receive a 5% dividend from
Devco.  Based upon their allowed claims in full satisfaction of
their claim against the Debtor, within 30 days of the date that
their claim is allowed or within 30 days of the deadline to object
to a claim if no objection had been filed.  The deadline to make
payment of an allowed claim will be extended if an appeal of an
order allowing a claim is filed.  The period will be extended
until 30 days after resolution of an appeal.

Bates Properties, Inc., and New Cities Land Company, Inc., will
pay in part or in full, over time, the claims of these claimants,
to the extent there is any claim due and owing:

   a. DMS Golf, DMS East, DMS Lake
   b. Brickelmyer Smoker
   c. Ferrella Braun
   d. Ferguson
   e. Heidt
   f. Johnson, Pope
   g. Tetra Rouge
   h. Stearns Weaver

Any claimant receiving funds from BPI and or NCLC, will not
partake in the 5% allotted to all unsecured creditors in Class 5
but, will receive 5% minimum before 90 days after the close.
Proponents have filed a plan and disclosure statement in the
Chapter 11 case of Professional Land Development, LLC, and have
proposed a 5% dividend to the unsecured creditors.  Some of the
unsecured creditors have identical claims in this case and the
Professional Land Development, LLC case.  These creditors will be
allowed a claim only in one case and total recovery in the two
cases together, may not exceed 5%.

No distributions will be made to Class 6 Insider, Subordinated or
Disputed Unsecured Claims.  The Debtor, NCLC, BPI, and
Professional Land Development, LLC, and their respective
principals will execute mutual general releases of any and all
claims of any nature, conditioned on the occurrence of the
effective date.

                      About Cannon Ranch, LLC

Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11
bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10-
23503).  Jennis & Bowen, P.L., serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $8,000,000 in assets and
$19,697,610 in liabilities as of the Chapter 11 filing.

Affiliate Professional Land Development, LLC, filed a separate
Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No.
10-02569).   Professional Land disclosed $8,579,441 in assets and
$32,771,025 in liabilities as of the Chapter 11 filing.


CANNON RANCH: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Cannon Ranch, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,486,381
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,211,229
                                 -----------      -----------
        TOTAL                     $8,000,000       $19,697,610

Monterey, California-based Cannon Ranch, LLC, filed for Chapter 11
bankruptcy protection on 10-23503 (Bankr. M.D. Fla. Case No. 10-
23503).  Jennis & Bowen, P.L., serves as the Debtor's bankruptcy
counsel.

Affiliate Professional Land Development, LLC, filed a separate
Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No.
10-02569).  Professional Land disclosed $8,579,441 in assets and
$32,771,025 in liabilities as of the Chapter 11 filing.


CARBON RESOURCES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Carbon Resources LLC
        34 Valle Hermosa
        Sandia Park, NM 87047

Bankruptcy Case No.: 10-16104

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Debtor's Counsel: M.J. Keefe, Esq.
                  GILPIN & KEEFE, PC
                  5100 Indian School Rd NE
                  Albuquerque, NM 87110
                  Tel: (505) 244-3861
                  Fax: (505) 254-0044
                  E-mail: keefemj@hotmail.com

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

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

The petition was signed by Clay Wisdom, CFO.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


CASCADE BANCORP: Seals Deal to Raise $177MM from Outside Investors
------------------------------------------------------------------
Effective as of October 29, 2010, Cascade Bancorp and David F.
Bolger (and Two-Forty LLC) entered into a ninth amendment to the
Securities Purchase Agreement between the Company and Mr. Bolger,
dated as of October 29, 2009 to extend the date by which the
conditions of closing must be satisfied under that agreement.  As
amended, the Original Bolger Agreement was terminable by a party
prior to closing if the conditions to such party's obligation to
close was not satisfied on or before November 5, 2010.

Effective as of November 5, 2010, the Company and Mr. Bolger (and
Two-Forty LLC) entered into a tenth amendment to the Original
Bolger Agreement to extend the date by which the conditions of
closing must be satisfied under that agreement.  As amended, the
Original Bolger Agreement was terminable by a party prior to
closing if the conditions to such party's obligation to close was
not satisfied on or before November 12, 2010.

On November 16, 2010, the Company and Mr. Bolger (and certain
other related persons only with respect to certain sections
thereof) entered into an Amended and Restated Securities Purchase
Agreement, which amends and restates in its entirety the Original
Bolger Agreement, for the purchase and sale of $25 million worth
of shares of Common Stock to Mr. Bolger.  The shares of Common
Stock in this offering to Mr. Bolger are being sold at a per share
purchase price equal to $0.40 per share.

In addition, on November 16, 2010, the Company and an affiliate of
Lightyear Fund II, L.P. entered into an Amended and Restated
Securities Purchase Agreement, which amends and restates in its
entirety the Securities Purchase Agreement between the same
parties, dated as of October 29, 2009, for the purchase and sale
of approximately $45.875 million worth of shares of Common Stock
to Lightyear.  The Company also entered into Securities Purchase
Agreements with each of affiliates of WL Ross & Co. L.L.C.,
Leonard Green & Partners, L.P. and certain other investors.  The
total gross proceeds from the sales of Common Stock to Mr. Bolger
and the Other Investors is expected be approximately $177 million.
The shares of Common Stock in the Private Offerings to the Other
Investors are being sold at a per share purchase price equal to
$0.40 per share.

Pursuant to the terms and conditions of the A&R Bolger Agreement,
for so long as Mr. Bolger, together with his affiliates, owns at
least 5% or more of all of the outstanding shares of Common Stock,
Mr. Bolger will have the right to nominate one candidate for
election to each of the board of directors of the Company and the
board of directors of the Bank of the Cascades as candidates
recommended by the board of directors of the Company, unless Mr.
Bolger's nominee is still serving as a director on each board and
will continue to serve after the relevant election.  Subject to
any applicable exchange listing standards and independence
requirements, Mr. Bolger will be entitled to elect that his
designee on the boards of directors serve on up to two committees
(other than the audit committee) of each of the board of directors
of the Company and the board of directors of the Bank of the
Cascades; this will not restrict the designee from serving on any
other committee to which he is appointed by either board of
directors.

In addition, for so long as Mr. Bolger, together with his
affiliates, owns at least 5% or more of all of the outstanding
shares of Common Stock, Mr. Bolger will have the right to
designate a nonvoting board observer to attend meetings of each of
the board of directors of the Company and the board of directors
of the Bank of the Cascades (including any committee of either
board).

The Securities Purchase Agreements may be terminated by either
party prior to closing if the conditions to such party's
obligation to close have not been satisfied on or before
February 4, 2011.

In an amended Schedule 13D filing with the Securities and Exchange
Commission on November 19, 2010, David F. Bolger disclosed that he
beneficially owns 3,463,044 or 12.13% shares.  Each of James T.
Bolger and Two-Forty Associates, LLC beneficially owns 192,321 or
0.7%.  As of November 1, 2010, there were 28,538,399 shares of no
par value Common Stock outstanding.

                           *     *     *

The Oregonian reported November 17 that Bend, Oregon's largest
locally based bank that it has sealed the deal to raise $177
million in a complex, long-delayed capital injection with outside
investors.

According to the report, the bank is effectively selling more than
87 percent of its stock to investment company Lightyear Fund II,
noted private equity bottom fishers Leonard Green & Partners and
WL Ross & Co., and individual investor David Bolger.

The Oregonian said that if finalized, the deal will solve
Cascade's critical shortage of capital, depleted by the region's
housing crash.

"We are pleased that, after closing of the transactions
contemplated by the Securities Purchase Agreements, our capital
ratios will notably exceed regulatory agency benchmarks for a
'well-capitalized' bank," said Patty Moss, the bank's chief
executive.

                        About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

The Company's balance sheet at June 30, 2010, showed
$1.919 billion in total assets, $1.907 billion in total
liabilities, and shareholders' equity of $12.1 million.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the institution's balance sheet showed $2,083,883,000 in assets.


CEDAR FUNDING: Landon Suit Goes Back to Monterey Superior Court
---------------------------------------------------------------
Judge Charles Novack remands Dwight G. Landon, individually and as
Trustee of the Landon Family survivor Trust and the Landon Family
Exemption Trust LTD dated May 6, 1994, v. Monterey County Bank, et
al., Adv. Pro. No. 10-5308 (Bankr. N.D. Calif.), to the Monterey
County Superior Court, at the plaintiff's behest.  Judge Novack,
however, denies Monterey County Bank's motion to lift the
automatic stay in the bankruptcy case of Cedar Funding, Inc.

Landon was an investor in a note and deed of trust brokered by
Cedar Funding.  In 2001, Cedar Funding solicited Landon to invest
in a fractionalized note and second deed of trust secured by real
property located at 3101 Hermitage Road, Pebble Beach, California,
which was then owned by Thomas Harrow.

Monterey County Bank foreclosed on the Hermitage Property in
February 2009 after Accustom Development, LLC, an entity
purportedly controlled by Cedar Funding, defaulted on its bank
loan.  The Bank purchased the Hermitage Property at its trustee's
sale, and then sold the Hermitage Property to a third party in May
2010 for $1.7 million.

Landon sued in state court, challenging the Bank's actions.  The
Bank removed the action.  The Chapter 11 Trustee also has sued the
Bank.

A copy of the Bankruptcy Court's December 8, 2010 decision is
available at http://is.gd/iEe8Wfrom Leagle.com.

                       About Cedar Funding

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.   David
Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder
Funding after the Company stopped monthly payments to its
investors.

Cedar Funding filed a Chapter 11 petition on May 26, 2008 (Bankr.
N.D. Calif. Case No. 08-52709) due to the collapse of its Ponzi
scheme.  Cedar Funding accepted many millions of dollars from
hundreds of individuals who believed they were acquiring
fractional interests in loans that were secured by real property.
Many more invested with CFI through a related entity, Cedar
Funding Mortgage Fund LLP, that acquired fractional interests in
the name of the Fund.  CFI failed to record assignments of its
deeds of trust that would have provided security interests to most
of its investors, including the Fund.

Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents the Debtor, and R. Todd Neilson serves as
the Chapter 11 Trustee.  The Debtor estimated assets of less
than $50,000 and debts of $100 million to $500 million in its
Chapter 11 petition.


CENTRAL WAYNE ENERGY: Panel, COSI Continue Claims Settlement Talks
------------------------------------------------------------------
Judge James F. Schneider signed a couple of stipulations giving
COSI Central Wayne, Inc. until December 20, 2010, to oppose or
otherwise respond to the liquidating committee's objection to
COSI's two claims in the bankruptcy case of Central Wayne Energy
Recovery, LP.  The parties continue to engage in good faith
settlement discussions which may result in a resolution of the
Objection without further litigation.

The Liquidating Committee was designated by the Official Committee
of Unsecured Creditors in the case.

COSI and Central Wayne Energy Recovery were signatories to a
Management, Operation & Maintenance Agreement dated January 28,
1998.  On May 4, 2004, COSI filed Claim No. 70-1 for $6,597,120
for prepetition amounts COSI claimed were owed by the Debtor to
COSI pursuant to the Operating Agreement.

On January 7, 2005, COSI filed Claim No. 91-1 for $11,264,456.69
based on the Debtor's rejection of the Operating Agreement.

COSI's original response deadline was November 19, 2010.

Copies of the Stipulations, both dated December 9, are available
at http://is.gd/iE1ZIand http://is.gd/iE2Dnfrom Leagle.com.

COSI Central Wayne is represented by:

           Susan J. Klein, Esq.
           GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
           233 E. Redwood Street
           Baltimore, MD 21202
           Telephone: (410) 576-4137
           Facsimile: (410) 576-4040
           E-mail: sklein@gfrlaw.com

The Liquidating Committee is represented by:

           Thomas D. Renda, Esq.
           MILES & STOCKBRIDGE, P.C.
           10 Light Street
           Baltimore, MD 21202
           Telephone: (410) 385-3418
           Facsimile: (410) 385-3700
           E-mail: trenda@milesstockbridge.com

                About Central Wayne Energy Recovery

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP owned a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity.
The Company filed for chapter 11 protection (Bankr. D. Md. Case
No. 03-82780) on December 29, 2003.  Maria Chavez Ruark, Esq.,
Piper Rudnick LLP, represented the Debtor.  When the Company filed
for protection from its creditors, it estimated more than $10
million in assets and more than $100 million in debts.  In 2005,
the U.S. Bankruptcy Court for the District of Maryland confirmed
Central Wayne Energy Recovery LP's First Amended Plan of
Liquidation.


CENTRALIA OUTLETS: Has Interim Access to Cash Collateral
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centralia Outlets LLC received interim authority to
use cash representing collateral for the secured lender, Sterling
Savings Bank.  The final hearing for use of cash is scheduled for
Feb. 2.

Centralia Outlets LLC is the owner of the Centralia Factory
Outlets mall in Centralia, Washington.  The mall, located on
Interstate 5 in Centralia, is 80% occupied, and generates net
income, after debt service, of $80,000 to $100,000 a month.

Centralia filed for Chapter 11 after receiving an order sending
the mall to receivership.  Sterling Bank prevailed on a state
court to order the appointment of a receiver based on alleged non-
financial defaults in the mortgage.  The mall owner said that
principal and interest payments were current on the $24.3 million
owing to Sterling as of the petition date.

Tacoma, Washington-based Centralia Outlets LLC filed for Chapter
11 protection on Dec. 3, 2010 (Bankr. W.D. Wash. Case No.
10-24529).  James L. Day, Esq., at Bush Strout & Kornfeld, in
Seattle, Washington, represents the Debtor.  The Debtor estimated
assets and debts of $10 million to $50 million.


CHENIERE ENERGY: Unit's Lenders Cancel Put, Conversion Rights
-------------------------------------------------------------
Cheniere Energy Inc. said that its wholly owned subsidiary,
Cheniere Common Units Holding, LLC, has reached an agreement with
its lenders to amend certain provisions of the Credit Agreement
dated August 15, 2008, for the 2008 Convertible Loans due 2018.

The outstanding balance of the Loans was $255.1 million as of
September 30, 2010.  The lenders have agreed to eliminate their
put rights, allow for the early prepayment of the Loans, allow
Cheniere Energy Inc. to sell Cheniere Energy Partners, L.P.,
common units held as collateral and prepay the Loans with the
proceeds, and release restrictions on prepayments of other
indebtedness at Cheniere as certain conditions are met.

In addition, 96.6% of the Lenders, including GSO Capital Partners,
LP, have agreed to terminate their rights to convert the Loans
into Series B Preferred Stock of Cheniere, which ultimately could
have been converted into approximately 47.8 million shares of
Cheniere common stock.  These lenders have also agreed to
terminate the right to nominate or designate board members of
Cheniere and Cheniere Partners and, therefore, Messrs. Dwight
Scott and Jason New resigned from Cheniere's Board of Directors
effective December 9, 2010.

As part of the amendments to the Credit Agreement, Cheniere will
issue an aggregate of 10.125 million shares of Cheniere common
stock to the now non-convertible lenders.  Cheniere will register
these shares with the Securities and Exchange Commission no later
than March 31, 2011.  Scorpion Capital Partners, LP, the still-
convertible lender holding the remaining 3.4% of the Loans, will
continue to retain its right to convert into Cheniere equity,
representing approximately 1.7 million shares of Cheniere common
stock.

"We are very pleased to have concluded an agreement with our
lenders of the 2008 Convertible Loans which will result in the
termination of all of the lenders' put rights," said Charif Souki,
Chairman, President and CEO.  "Furthermore, we are excited that
GSO will become our largest shareholder.  GSO made a significant
investment in 2008 that provided Cheniere with necessary funding
at a time when the credit markets were challenging.  They have
given us the time and support to adjust our strategy to changing
global natural gas markets.  We look forward to continuing the
partnership and developing our business."

"We see great promise in the development of the liquefaction
project at Sabine Pass, and we are pleased that we could support
that effort with these changes to our Loans," said Jason New,
Senior Managing Director at GSO Capital.  "As Cheniere's largest
shareholder and a large debt investor, we look forward to our
continued strong relationship with the company as it creates value
through liquefaction and other projects."

These amendments will become effective upon the approval of the
issuance of Cheniere common shares by the NYSE Amex stock
exchange.

                       About Cheniere Energy

Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/
-- is a Houston-based energy company primarily engaged in LNG
related businesses, and owns and operates the Sabine Pass LNG
receiving terminal and Creole Trail pipeline in Louisiana.
Cheniere is pursuing related business opportunities both upstream
and downstream of the Sabine Pass LNG receiving terminal.
Cheniere is also the founder and holds a 30% limited partner
interest in another LNG receiving terminal.

Cheniere Energy reported a net loss of $40.6 million for the
quarter ended September 30, 2010, compared with a net loss of
$42.5 million for the comparable 2009 period.  Revenue was
$68.25 million in the third quarter of 2010 compared with
$56.33 million in the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$2.61 billion in total assets, $354.40 million in total current
liabilities, $2.59 billion in long-term debt, $74.63 million in
long-term debt - related to parties, $30.73 million in deferred
revenue, $2.31 million in other non-current liabilities, and a
stockholders' deficit of $431.01 million.


CHS/COMMUNITY HEALTH: Moody's Reviews Low-B Ratings
---------------------------------------------------
Moody's Investors Service placed the ratings of CHS/Community
Health Systems, Inc., on review for possible downgrade following
the announcement that the company would pursue the acquisition of
Tenet Healthcare Corporation.  The ratings of Tenet remain
unchanged at this time.

"The bid to acquire Tenet will likely add to Community's leverage,
which is already considered high for the rating category," said
Dean Diaz, a Moody's Senior Credit Officer.  However, "Community
has shown that it is adept at integrating acquired operations and
the contemplated transaction could present considerable
opportunities for economies of scale," Diaz continued.

The review of the ratings will focus on the ultimate deal terms,
including the split between cash and equity used to fund the
purchase price and the related financing structure.  Moody's
believes the company will debt finance the majority of the
purchase price after using its available cash balances.  The
review will also focus on expectations around corporate structure,
the potential for synergies and ongoing strategic and financial
policies.

Tenet's ratings remain unchanged at this time and will be
monitored closely as the company responds to this unsolicited
offer.

Ratings placed under review for possible downgrade (LGD
assessments subject to revision):

CHS/Community Health Systems, Inc.:

  -- Senior secured revolving credit facility, Ba3 (LGD3, 33%)
  -- Senior secured term loan, Ba3 (LGD3, 33%)
  -- Senior unsecured notes, B3 (LGD5, 86%)
  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1

Ratings unchanged at this time:

Tenet Healthcare Corporation:

  -- Senior secured notes, B1 (LGD3, 38%)
  -- Senior unsecured notes, Caa1 (LGD5, 86%)
  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2

Moody's last rating action on Community was on April 1, 2010, when
Moody's upgraded the Speculative Grade Liquidity Rating to SGL-1
from SGL-2.

Moody's last rating action on Tenet was on August 3, 2010, when
Moody's assigned a Caa1 (LGD5, 86%) rating to the company's
offering of $600 million of unsecured notes due 2020.

Community, headquartered in Brentwood, TN, is a leading non-urban
provider of general hospital healthcare services.  At September
30, 2010, the company operated 126 hospitals in 29 states.  For
the twelve months ended September 30, 2010, Community reported
revenue of $12.7 billion.

Tenet, headquartered in Dallas, TX, is an operator of for-profit
hospitals.  At September 30, 2010, the company operated 49 general
hospitals and a critical access hospital in 11 states.  Tenet
generated revenue of approximately $9.2 billion for the twelve
months ended September 30, 2010.


CHOCTAW GENERATION: S&P Cuts Rating to B+; Keeps Negative Outlook
-----------------------------------------------------------------
Standard and Poor's has lowered Choctaw Generation's rating to
'B+'.  The outlook is still negative.  S&P also assigned '3'
recovery rating.


CIELO APARTMENTS: Section 341(a) Meeting Scheduled for Jan. 5
-------------------------------------------------------------
The U.S. Trustee for the Western District of North Carolina will
convene a meeting of Cielo Apartments, LLC's creditors on
January 5, 2011, at 2:00 p.m.  The meeting will be held at U.S.
Bankruptcy Administrators Office, 402 West Trade Street, Suite
205, Charlotte, NC 28202.

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

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

Charlotte, North Carolina-based Cielo Apartments, LLC, filed for
Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. W.D.
N.C. Case No. 10-33570).  Glenn C. Thompson, Esq., at Hamilton
Moon Stephens Steele & Martin, serves as the Debtor's counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CINEMA 1: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Cinema 1, LLP
        6945 Magda Dr
        Maple Grove, MN 55369

Bankruptcy Case No.: 10-49108

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Ralph Mitchell, Esq.
                  LAPP LIBRA THOMSON STOEBNER & PUSCH
                  One Financial Plaza Suite 2500
                  120 S 6th St
                  Minneapolis, Mn 55402
                  Tel: 612-338-5815
                  E-mail: rmitchell@lapplibra.com

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-49108.pdf

The petition was signed by Bryan J. Sieve, managing partner.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Midwest Theatres Corporation           10-46834   09/04/10


CLEARWIRE CORP: Operating Unit Issues $1.325-Bil. of Notes
----------------------------------------------------------
Clearwire Corporation on December 9 announced the completion of
the offering by its operating subsidiary, Clearwire Communications
LLC, of (i) $175,000,000 aggregate principal amount of 12% first-
priority senior secured notes due 2015 at an issue price of
105.182% plus accrued interest from December 1, 2010 and (ii)
$500,000,000 aggregate principal amount of 12% second-priority
secured notes due 2017 at an issue price of 100% plus accrued
interest from December 9, 2010.

Clearwire Communications also issued $650,000,000 aggregate
principal amount of 8.25% Exchangeable Notes due 2040 on December
8, 2010, and may issue additional Exchangeable Notes (a) pursuant
to a 30-day over-allotment option granted to the initial
purchasers of the Exchangeable Notes to purchase up to an
additional $100,000,000 of Exchangeable Notes or (b) upon the
exercise of preemptive rights held by certain Clearwire
Corporation stockholders to purchase their pro rata share of all
Exchangeable Notes issued for a period of 30 days from the date of
the offering memorandum for the Exchangeable Notes.

The Secured Notes were issued in a private offering that is exempt
from the registration requirements of the Securities Act of 1933,
as amended to qualified institutional buyers in accordance with
Rule 144A and to persons outside the U.S. pursuant to Regulation S
under the Securities Act.  The Secured Notes have not been
registered under the Securities Act or any state or other
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

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

                   About Clearwire Corporation

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

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

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

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


COLORADO PUBLIC: Moody's Affirms 'Ba1' Rating on $4.5 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating on Colorado
Public Radio's $4.5 million of Series 2002 Bonds issued by the
Colorado Educational and Cultural Facilities Authority.  The
outlook remains negative.  While the Radio Station has been able
to manage through the current economic downturn demonstrating
positive operations, the continued negative outlook reflects
Moody's ongoing concern regarding the Radio Station's thin level
of financial resources to support a potentially volatile revenue
base which remains highly dependent on philanthropic/subscription
support.  The outlook also reflects CPR's outsized debt profile
and the inability to sell its Denver AM station and use sale
proceeds to defease the Series 2002 bonds.

Rating Rationale: The Ba1 rating with a negative outlook reflects
Colorado Public Radio's high debt burden coupled with a thin level
of financial resources to cushion debt; a diversified, but
potentially volatile revenue base, as funding is dependent on
corporate and individual support.  Moody's also notes that CPR has
not yet sold its Denver AM station, which the sale proceeds would
be used to defease the Series 2000 Bonds.

Legal Security: Payments under the Loan Agreement for the Series
2002 Bonds are a general obligation of CPR.  There is a security
interest in Pledged Revenues (all of CPR's revenue) and in any
proceeds from the transfer of CPR's FCC Licenses (as defined in
the Loan Agreement).  There is a cash funded debt service reserve
fund further securing the Series 2002 Bonds.

Interest Rate Debt-Related Derivatives: None

                            Challenges

* Modest reserves to react to unexpected revenue shortfalls or
  spikes in operating expenses.  CPR continues to maintain a thin
  balance of operating cash providing little cushion to absorb
  changes in a potentially volatile revenue base derived largely
  from corporate and individual support.  Expendable financial
  resources of $4.0 million cushion debt 0.31 times and operations
  0.44 times.  Outstanding debt is over 1.1 times annual operating
  revenues.

* Changing media environment, affecting radio stations, and
  shifting trends among listener base (for example, increased on-
  line listening) with the potential impact of these changes on
  audience size and member contributions not easily projected.
  However, management reports a flat to modest increase of its
  audience in FY 2010.  Moody's notes that measurement of audience
  size has changed through the use of a more reliable electronic
  people meter method and therefore, FY 2010 audience information
  is not comparable to previous years.

* Expectation to hire additional programming staff coupled with
  potentially limited ability to further cut expenses, which may
  pressure operating performance. Moody's notes, however, that CPR
  demonstrated the ability to react quickly with mid-year budget
  cuts for FY 2010 and management states that it could implement
  further cuts should the necessity arise.

                            Strengths

* Strong market niche as the almost exclusive provider of high-
  quality non-commercial classical music and in-depth news and
  information programming in the state of Colorado.  CPR is a two-
  channel public radio network based in Denver, Colorado with
  transmitters throughout Colorado with nearly 470,000 listeners
  per week in Spring/Fall 2010, according to Arbitron.

* Trend of breakeven operations with improved performance in FY
  2010 as management implemented several expense reductions to
  respond to the downturn in the economy and actual revenues
  exceeded budgeted expectations.  CPR also received an
  approximately $1.1 million unrestricted gift of which $0.5
  million was collected in FY 2010 with the balance to be
  recognized in FY 2011.  The confluence of these factors resulted
  in an 13.0% operating margin in FY 2010 compared to a 1.7%
  operating margin that CPR generated in FY 2009, averaging a 4.9%
  operating margin, as calculated by Moody's, from FY 2007-FY
  2010. For FY 2011, management is budgeting for a modest surplus.

* Improved and adequate monthly liquidity of $2.6 million that
  provides approximately 111 monthly days liquidity in FY 2010.
  The increase in liquid cash available within one month is a
  result of an unexpected unrestricted gift that management has
  allocated to the reserve fund.  Management plans to maintain a
  $1.0 million fund balance to support new revenue-generating
  projects.

* Diversified revenue base benefits CPR, as it derives its revenue
  from these sources: 46% from subscriptions/membership
  fees, 30% from underwriting fees, 14% from gifts, 6% from
  government appropriations, and 4% from grants and contracts,
  investment income, and other revenue.  CPR continues to
  experience revenue growth in its two main revenue streams, which
  is important as subscriptions and underwriting fees comprise
  approximately three-quarters of its revenue.

Recent Developments:

Effective April 1, 2010, CPR amended its Local Management
Agreement with Public Radio Capital Denver-I, LLC, which resulted
in a reduction of its expected monthly lease payments for years
three through five from the original LMA and the elimination of
some of the loan covenants, including release of $0.5 million from
a restricted debt service reserve fund that could be used for
operations but must be replenished to the full amount by the end
of each fiscal year.

In July 2008, CPR entered into the original LMA with PRC to lease
the station 88.1 FM Denver with the intent of transferring all of
the programming from CPR's 1340 AM Denver to the FM Station due to
the decline in AM listening, and then sell the AM Station.
However, CPR has not been able to secure a purchaser of the AM
station to-date and is currently evaluating alternate uses for the
station.  Since the Series 2002 bonds benefit from a security
interest in any proceeds from the transfer of any of CPR's FCC
licenses, any sale proceeds would be used to defease all or a
portion of the Series 2002 bonds.

CPR is obligated to pay approximately $45,000 monthly with the
right of the PRC to reset the Monthly Payments in accordance with
adjustments to the prime rate as reported from time-to-time in the
Wall Street Journal, with five days notice to CPR.  All lease
payments are subordinate to debt service payments on the Series
2002 bonds.  As of June 30, 2010, CPR had a combined $1.1 million
of reserves for debt service, related to the Series 2002 bonds and
the capital lease.

Management has hired a Director of Philanthropy, in an effort to
increase gift revenue, and as a result has conducted studies and
research to enhance its fundraising operations.

                             Outlook

The negative outlook reflects the thin level of financial
resources to cushion debt coupled with a potentially volatile
revenue base.  Moody's notes is concerned with the inability to
sell the AM station, which continues to burden the balance sheet.
However, management is identifying alternative options through its
development of a strategic plan.

                 What could change the rating -- Up

Significant growth of unrestricted cash and investments to provide
a stronger cushion of support for debt and operations; sustained
improvement in operating performance; the ability to find a buyer
for the AM station willing to pay a reasonable price or ability to
successfully incorporate the AM station into its programming

                 What could change the rating -- Down

Decline in member contributions, underwriting revenue, or
reserves; additional borrowing; inability to sell the AM station
at a reasonable price or implement a viable plan to incorporate
the AM station in its long-term business plan

Key Indicators (FY 2010 financial data):

  -- Total Direct Debt: $12.9 million

  -- Expendable Financial Resources: $4.0 million

  -- Expendable Resources to Direct Debt: 0.31 times

  -- Expendable Resources to Operations: 0.44 times

  -- Monthly Liquidity: $2.6 million

  -- Monthly Days Cash on Hand (unrestricted funds available
     within 1 month divided by operating expenses excluding
     depreciation, divided by 365 days): 111 days

  -- Reliance on Subscriptions/Membership Fees: 46%

  -- Reliance on corporate Underwriting: 30%

Rated Debt:

  -- Series 2002; Ba1

                Methodology And Last Rating Action

The rating on the Series 2002 Bonds was assigned by evaluating
factors believed to be relevant to the credit profile of Colorado
Public Radio such as i) the nature of the dedicated revenue stream
pledged to the bonds, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the business risk and
competitive position of the issuer versus others within its
industry or sector, v) the budgeting flexibility of the issuer,
vi) the issuer's management and governance structure.

The last rating action with respect to Colorado Public Radio was
on October 23, 2009, when a municipal finance scale rating of Ba1
with a negative outlook was affirmed.  That rating was
subsequently recalibrated to Ba1 on May 7, 2010.


COLONIAL BANCGROUP: Files Chapter 11 Plan and Disc. Statement
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Colonial BancGroup Inc. filed a plan last week
together with a disclosure statement that doesn't hazard a guess
about how much creditors will receive initially or eventually.
The disclosure statement gives a detailed description of asset and
liabilities.

Mr. Rochelle relates that the chief assets are $38 million in
cash that is subject to disputed ownership.  There are also
$252 million in claimed tax refunds where Federal Deposit
Insurance Corp. asserts ownership.  Among the disputed
liabilities, the FDIC is appealing an August ruling by the
bankruptcy judge in Montgomery, Alabama, who concluded that the
holding company hadn't made an enforceable agreement to make up a
$1 billion capital deficiency at the bank subsidiary.

Mr. Rochelle notes that under an arrangement approved by the
court, both the Colonial holding company and the FDIC can apply
for tax refunds.  The money will be held in escrow until there's a
final ruling on whether the holding company or the FDIC, as
receiver for the failed bank subsidiary, is entitled to the
refunds.

                  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.


COLONIAL BANCGROUP: FDIC Objects to Firm's Demand to Use Cash
-------------------------------------------------------------
The Federal Deposit Insurance Corp., the receiver for the Colonial
Bank, is balking at a request by the bank's former parent to tap
disputed cash to run its chapter 11 case, according to American
Bankruptcy Institute.

                    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.


COMFORCE CORP: J. Fanning Discloses 28.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on November 19, 2010, John C. Fanning disclosed that it
beneficially owns 5,150,097 shares of common stock of Comforce
Corporation representing 28.9% of the shares outstanding.

Other affiliates also beneficially own these shares:

                                         Amount          Equity
Affiliate                         Beneficially Owned    Stake
---------                         ------------------    ------
John C. Fanning Revocable Trust       4,217,308          24.3%

John C. Fanning Irrevocable Grantor
Retained Annuity Trust (GRAT)           527,789           3.0%

Harry V. Maccarrone                   5,716,031          32.1%

Fanning Asset Partners, L.P.            565,382           3.3%

There were 17,387,702 shares of common stock of the Company
outstanding as of November 1, 2010.

On November 1, 2010, the Company entered into an Agreement and
Plan of Merger with CFS Parent Corp., a Delaware corporation, and
CFS Merger Sub Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent, providing for the merger of Merger Sub with
and into the Company, with the Company surviving the Merger as a
wholly-owned subsidiary of Parent.  Parent and Merger Sub are
affiliates of ABRY Partners, LLC.

As a condition to Parent and Merger Sub entering into the Merger
Agreement, each of the Reporting Persons has entered into a voting
and support agreement, dated as of November 1, 2010, with Parent
and Merger Sub, in which they have agreed, among other things, to
(1) vote all of their shares of common stock in favor of the
adoption of the Merger Agreement, and (2) certain restrictions on
the disposition of their shares of common stock and preferred
stock, subject to the terms and conditions of the Voting
Agreements.

Subject to the terms of the Voting Agreements, the Reporting
Persons have shared voting control over an aggregate of 33.7% of
the Company's Common Stock.  This calculation is based on
17,387,702 shares of Common Stock reported by the Company to be
outstanding as of November 1, 2010 in the preliminary proxy
statement filed by the Company on November 5, 2010 and stock
options with respect to 800,000 shares of Common Stock issuable
upon exercise thereof to the Reporting Persons within 60 days of
November 1, 2010.

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

The Company's balance sheet at Sept. 26, 2010, showed $181.01
million in total assets, $191.54 million in total liabilities, and
a stockholder's deficit of $10.52 million.


COMFORT AND CARE: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Comfort And Care Of Wallingford, LLC
        273 North Main Street
        Wallingford, CT 06492

Bankruptcy Case No.: 10-24184

Chapter 11 Petition Date: December 10, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: Richard J. Novak, Esq.
                  NOVAK LAW, P.C.
                  82 Watch Hill Drive
                  Middletown, CT 06457
                  Tel: (203) 824-3600
                  E-mail: rick.novaklawpc@gmail.com

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

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

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-24184.pdf

The petition was signed by Linda F. Durning, member duly
authorized.


COMMUNITY HEALTH: Fitch Puts 'B' Rating on Negative Watch
---------------------------------------------------------
Fitch Ratings has placed Community Health Systems, Inc.'s ratings
on Rating Watch Negative.  Community's existing ratings are:

  -- Issuer Default Rating 'B';
  -- Secured Bank Credit Facility 'BB/RR1';
  -- Senior Unsecured Notes 'B/RR4'.

The ratings apply to approximately $8.9 billion in debt
outstanding as of Sept. 30, 2010.

Community's ratings have been placed on Negative Watch
following the company's bid to acquire Tenet Healthcare Corp.
Fitch believes that should Community be successful in its bid to
acquire Tenet, it will add pressure to Community's credit profile.
Based on what is known about the terms of Community's bid for
Tenet, the transaction as currently contemplated could add roughly
$2.7 billion in debt to the consolidated capital structure.  At
Sept. 30, 2010, Community's total debt-to-EBITDA equaled 5.1x,
and pro forma for the transaction Fitch believes debt of the
consolidated company could approach 5.8x EBITDA -- prior to the
realization of any potential operating synergies.

At this point there is significant uncertainty surrounding the
situation.  Community has extended a $6 per share bid for Tenet -
$5 per share in cash and $1 per share in Community's stock.  The
equity consideration for the transaction would be approximately
$3.3 billion and Community would also assume $4 billion in net
debt of Tenet.  The $6 per share bid represents a 40% premium over
Tenet's Dec. 9, 2010 closing stock price of $4.29.  If the
transaction were to move forward, there are several issues about
which a limited amount is currently known that would impact the
post-acquisition credit profile, including:

  -- The ultimate terms of the bid, and the amount that is funded
     in cash. Fitch expects Community would issue debt to fund the
     entire cash portion of the bid.

  -- Fitch's view of the financial risk inherent in the
     integration of a company the size of Tenet.

  -- Any potential upside to financial results to be realized
     through synergies.

  -- The final terms of the capital structure, and the pricing of
     the debt used to fund the acquisition - which will impact
     interest coverage levels.

In the event that the transaction moves forward, Fitch will review
the impact of these issues to determine the direction of the
ratings.  In any event, Fitch believes that the likely IDR for
Community post the transaction would be 'B' or 'B-', meaning that
the downgrade potential is probably limited to one-notch.

Fitch considers that Community has successfully integrated large
acquisitions in the past.  Community's debt leverage has declined
since the approximately $7 billion debt funded acquisition of
Triad Hospitals in 2007.  Since the acquisition, Community has
generated $1.1 billion in cumulative free cash flow and has
applied about $262 million for debt reduction.  Debt-to-EBITDA has
dropped to 5.1x at Sept. 30, 2010, versus around 6.0x immediately
post the acquisition, with the reduction in leverage about 50%
attributable to a lower outstanding debt balance and 50% to growth
in EBITDA over the time period.  Community realized annual run
rate synergies through the Triad acquisition of approximately
$270 million.

Community operates acute care hospitals primarily in rural
settings across 29 states, with some concentration in Texas (13.2%
of FY09 revenues) and Indiana (11%).  Traditionally, Community's
strategy has been to focus on rural markets in which it is the
sole or one of only two to three providers in the market.  With
the acquisition of Triad, Community gained increased exposure to
urban markets with more competitors.  Nevertheless, Community is
still the sole provider in over 65% of its markets (would be lower
if acquire Tenet), which confers significant benefits with respect
to pricing negotiations with commercial insurers.  Despite weak
patient utilization trends in recent quarters -- in Q3'10 same
hospital adjusted admissions were down 1.3% -- the top line
revenue impact has been strongly offset by strength in pricing.
Community realized 3.8% growth in same hospital revenue in Q3'10,
mostly on the basis of strong commercial managed care pricing
trends and a higher acuity patient case mix.

The Tenet transaction would add 50 hospitals to Community's
existing base of 126, and annual revenues would approximate
$21.8 billion, making the combined company second in size only to
HCA, Inc. in terms of annual revenues.  The acquisition of Tenet
would be a bit of a departure from Community's existing hospital
operating profile, in that Tenet's hospitals are concentrated in
urban locations.  Tenet's existing credit profile is weaker than
Community's, as reflected in its 'B-' IDR.  Tenet's strained free
cash flow profile is the most critical credit risk.  Going
forward, however, Tenet's FCF profile is expected to improve
based on its recently enhanced profitability, the resolution of
settlement payments to the federal government related to Medicare
legal liabilities, and the positive cash flow benefit of a tax
net operating loss that the company brought on its books in Q3'10.

Community's stand-alone liquidity profile is solid.  At Sept. 30,
2010 liquidity was provided by approximately $568 million of cash
on hand, availability on the company's $750 million bank credit
revolver (reduced by outstanding letters of credit, $668 million
available), and free cash flow ($513 million for the LTM period).
Fitch forecasts that Community's free cash flow will remain strong
but will moderate somewhat from current levels to a run rate of
around $300 million annually due to higher cash taxes and capital
expenditure.  Community's debt maturity profile is favorable,
allowing the company ample time to assess its options for
refinancing the capital structure.  There are no meaningful
maturities beyond some nominal amortization requirements on its
bank facility until July 2014, when $4.5 billion in term loans
mature.  The $2.8 billion senior unsecured notes mature July 2015.
In Q3'10, Community also executed an amendment to its bank
facility, extending a $1.5 billion portion of its $6 billion 2014
term loan maturity to January 2017.


CONVERTED ORGANICS: Regains Compliance With Nasdaq Listing Rule
---------------------------------------------------------------
Converted Organics Inc. was notified that the Company has regained
compliance regarding the minimum $2.5 million stockholders' equity
requirement, as determined by Nasdaq Listing Rule 5550(b)(1), and
required for continued stock listing.  The Company was informed by
letter that the Nasdaq Staff determined that Converted Organics
meets the minimum stockholders' equity requirements as set forth
in the Listing Rules.  The letter also states that the Company
must evidence continued compliance with Listing Rule 5550(b)(1)
upon filing its next periodic report; otherwise, it may be subject
to delisting.

In addition, because the Company was successful in increasing
stockholder equity in excess of the Listing Rules' $5 million
Nasdaq Capital Market initial listing requirement, the Company
believes that Nasdaq will grant an additional 180 day grace period
for the Company to raise its closing bid price of its common stock
to $1.00 per share or greater for 10 consecutive business days.
On June 29, 2010, the Company received notification that its stock
price had fallen below the $1.00 minimum bid price for 30
consecutive business days and it was therefore not in compliance
with Listing Rule 5550(a)(2).  Nasdaq granted the Company a 180
day grace period to regain compliance with the Listing Rule.  The
initial 180 day grace period expires on December 27, 2010, and the
Company believes that at such time a second 180 day grace period
may be granted by Nasdaq.

"We are pleased to have regained positive standing under Nasdaq's
stockholder equity Listing Rule, and feel that efforts to re-gain
favorable standing are evidenced by our increased stockholders'
equity," said Edward J. Gildea, President of Converted Organics.
"We hope to receive notification from Nasdaq later this month,
that we have been granted a second 180 day grace period to raise
our stock price above the $1.00 minimum bid requirement, and upon
such notice we will continue to work diligently to regain 100%
compliance with Nasdaq's Listing Rules."

                       About Converted Organics Inc.

Converted Organics, based in Boston, MA, is dedicated to producing
high-quality, all-natural, organic soil amendment and fertilizer
products through food waste recycling.  The Company uses its
proprietary High Temperature Liquid Composting (HTLC) system, a
proven, state-of-the-art microbial digestion technology, to
process various biodegradable food wastes into dry pellet and
liquid concentrate organic fertilizers that help grow healthier
food and improve environmental quality.  Converted Organics sells
and distributes its environmentally-friendly fertilizer products
in the retail, professional turf management, and agribusiness
markets.


CORD BLOOD: Signs Letter of Intent to Acquire Cell de Mexico
------------------------------------------------------------
On December 3, 2010, Cord Blood America Inc. entered into a
binding Letter of Intent, subject to certain material conditions
precedent to consummation of the transaction, to acquire all of
the business and assets, of Cell de Mexico, S.A. de C.V., through
a wholly owned Mexican subsidiary corporation to be organized by
the Company.

Cryo-Cell Mexico operates in 32 states in Mexico, the largest
umbilical cord blood stem cell storage company in the country.
Cryo-Cell Mexico has more than 70,000 samples in storage at
present and has averaged an additional 8,000 new customers each
of the last three years.  Cord Blood management believes the
combination of storage and new processing revenues from Cryo-Cell
de Mexico could add as much as $10 million in annual revenues to
Cord Blood's operations.

The Letter of Intent provides among other things for:

   * A maximum purchase price of $17.84 million, plus agreement to
     assume and pay up to $5.5 million in potential liabilities of
     the business acquired which are contingent on future events,
     and less a sum representing 90 days of net operating capital
     for the business acquired.

   * $12.5 million, is to be paid at the closing primarily in
     cash.

   * The balance of $5.34 million is to be paid at the minimum
     rate of at least $333,500 each quarter after the closing,
     with the exact quarterly payment amount fixed at $333,500,
     plus a sum equal to 80% of net profits from the acquired
     Mexican business for its previous fiscal quarter, but in no
     event more than a maximum payment of $667,000 per quarter.
     Such payments begin after 6 months from closing and continue
     until the sum of $5.34 million been paid in full.

   * The obligations created by the Letter of Intent and the
     transaction are terminated if certain material conditions
     precedent to closing are not met within 90 days and the
     transaction is not closed.

   * One such material condition is the requirement that Cord
     Blood immediately raise privately, additional capital
     estimated by management to approximate $14 Million, in order
     to fund the cash payments required to close the transaction.
     There is no assurance that Cord Blood will be successful in
     raising such additional capital, or raising it in a timely
     fashion or under commercially reasonable terms.

   * A second material condition is that Cord Blood immediately
     amend its Articles of Incorporation so as to create
     sufficient authorized but unissued shares sufficient to
     provide the ability to issue new shares for the new capital
     required by it to complete the transaction.

   * A third condition is that Cord Blood undertake and complete
     its due diligence investigation of Cryo-Cell de Mexico, and
     satisfy itself as to the Companies and operations and
     business.

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company's balance sheet at Sept. 30, 2010, showed
$6.99 million in total assets, $6.81 million in total liabilities,
all current, and stockholders' equity of 177,706.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at December 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.  Cord
Blood reported that net loss increased from $6.9 million for the
year ended December 31, 2008, to $9.8 million for the year ended
December 31, 2009.  For the year ended December 31, 2009, total
revenue decreased approximately $900,000 to $3.2 million or 22.4%
from $4.2 million.


COUNTERPATH CORP: Restates FY 2010 10-K, Has $5.3MM Restated Loss
-----------------------------------------------------------------
CounterPath Corporation filed on December 10, 2010, an amended
annual report on Form 10-K/A for the period ended April 30, 2010,
to correct a computational error in accounting for the foreign
currency translation adjustments to the Company's Canadian dollar
denominated intangible assets, and an overstatement of accrued
liabilities due to an overstatement of estimated royalty costs for
certain third party software.

The foreign currency adjustments to the Company's Canadian dollar
denominated intangible assets result in an increase in net loss of
$6,254 for the year ending April 30, 2010 (2009 - $349,353).  The
adjustments also result in a decrease in the carrying amount of
intangible assets by $1,256,257 as at April 30, 2010 (2009 -
$713).  In addition the adjustments result in an increase of
$349,353 in accumulated deficit as of April 30, 2009, and a
decrease of $348,640 in accumulated other comprehensive loss -
foreign currency translation adjustments as of April 30, 2009, to
reflect the cumulative effect of the error.  This restatement has
no effect on the Company's reported taxes, cash flows or
liquidity.

The adjustments to the Company's accrual of estimated royalty
costs for certain third party software result in a decrease in net
loss of $114,523 for the year ending April 30, 2010 (2009 -
$67,932).  These adjustments resulted in a decrease of $354,309 in
accumulated deficit as of April 30, 2010 (2009 - $239,786) to
reflect the cumulative effect of the error.  This restatement has
no effect on the Company's reported cash flows, no tax effect and
improves the Company's working capital by $354,309 as of April 30,
2010 (2009 - $239,786) as a result of the reduction of the
liability.

The combined effect of the restated figures is a decrease in the
Company's basic and diluted loss per share by $0.01 to $0.17 per
share for the year ended April 30, 2010, and an increase in the
Company's basic and diluted loss per share by $0.01 to $0.58 per
share for the year ended April 30, 2009.   The combined effect on
the Company's consolidated balance sheet as of April 30, 2010, is
a decrease in intangible assets of $1,256,257 (2009 - $713), a
decrease in accounts payable and accrued liabilities of $354,309
(2009 - $239,786), an increase in accumulated deficit of $1,298
(2009 - $109,567) and an increase in accumulated other
comprehensive loss - foreign currency translation adjustments of
$900,650 (2009 - decrease of $348,640).

This amended annual report on Form 10-K/A for the fiscal year
ended April 30, 2010, amends and restates only those items of the
previously filed annual report on Form 10-K which have been
affected by the restatement.

The Company reported a restated net loss of $5.35 million on
$8.02 million of total revenue for fiscal 2010, compared with a
restated net loss of $16.12 million on $9.83 million of total
revenue for fiscal 2009.

Comprehensive loss was $3.03 million for fiscal 2010, versus a
comprehensive loss of $19.59 million for fiscal 2009.

The Company's restated balance sheet at April 30, 2010, showed
$14.94 million in total assets, $3.20 million in total
liabilities, and stockholders' equity of $11.74 million.

BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt
about CounterPath's 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
accumulated deficit of $39.78 million at April 30, 2010, and
incurred a net loss for the year then ended of $5.35 million.

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

               http://researcharchives.com/t/s?70d5

                  About CounterPath Corporation

Based in Vancouver, British Columbia, Canada, CounterPath
Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design,
development, marketing and sales of desktop and mobile application
software, gateway server software and related professional
services, such as pre and post sales, technical support and
customization services.


COUNTERPATH CORP: Restates Q1 Results, Has $1.4 Restated Loss
-------------------------------------------------------------
CounterPath Corporation filed on December 10, 2010, an amended
quarterly report on Form 10-Q/A for the period ended July 31,
2010, to correct a computational error in accounting for the
foreign currency translation adjustments to the Company's Canadian
dollar denominated intangible assets, and an overstatement of
accrued liabilities due to an overstatement of estimated royalty
costs for certain third party software.

The amended quarterly report on Form 10-Q/A for the quarter ended
July 31, 2010, amends and restates only those items of the
previously filed quarterly report on Form 10-Q which have been
affected by the restatement.

The Company reported a restated net loss of $1.43 million on
$2.22 million of total revenue for the three months ended July 31,
2010, compared with a restated net loss of $1.22 million on
$2.05 million of total revenue for the three months ended July 31,
2009.

Comprehensive loss was $1.65 million for the three months ended
July 31, 2010, versus comprehensive income of $204,343 for the
three months ended July 31, 2009.

The Company's restated balance sheet at July 31, 2010, showed
$14.14 million in total assets, $3.59 million in total
liabilities, and stockholders' equity of $10.55 million.

BDO Canada LLP, in Vancouver, Canada, expressed substantial doubt
about CounterPath's 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
accumulated deficit of $39.78 million at April 30, 2010, and
incurred a net loss for the year then ended of $53.35 million.

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

               http://researcharchives.com/t/s?70d5

                  About CounterPath Corporation

Based in Vancouver, British Columbia, Canada, CounterPath
Corporation (OTC BB: CPAH; TSX-V: CCV) focuses on the design,
development, marketing and sales of desktop and mobile application
software, gateway server software and related professional
services, such as pre and post sales, technical support and
customization services.


C.W. MINING: Involuntary Gap Fees Subject to Court Review
---------------------------------------------------------
WestLaw reports that even during the "gap" period between the
filing of an involuntary petition and entry of an order for
relief, attorneys for an involuntary Chapter 11 debtor-in-
possession had to be disinterested, could not represent an
interest adverse to the estate, had to comply with all fee
disclosure obligations, and could receive fees only subject to the
bankruptcy court's oversight and approval.  A failure on part of
attorneys to an involuntary Chapter 11 debtor to fully and
honestly disclose compensation that was paid, or that was agreed
to be paid, for representing the debtor in the case, including the
fact that this compensation was to come from creditors of the
estate, warranted the disallowance of all fees.  In re C.W. Mining
Co., --- B.R. ----, 2010 WL 4892637 (Bankr. D. Utah).

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operates the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Three of C.W. Mining Co.'s creditors filed an
involuntary Chapter 11 petition (Bankr. D. Utah Case No. 08-20105)
on Jan. 8, 2008.  As reported in the Troubled Company Reporter on
Nov. 20, 2008, the Chapter 11 case was converted to a Chapter 7
liquidation proceeding.  Kenneth A. Rushton serves as the
Chapter 7 Trustee, and is represented by Brent D. Wride, Esq., at
Ray Quinney & Nebeker, in Salt Lake City.


DISH NETWORK: C. Ergen Discloses 53.6% Equity Stake
---------------------------------------------------
In an amended 13D filing with the Securities and Exchange
Commission on December 1, 2010, Charles W. Ergen disclosed that he
beneficially owns 235,944,540 shares of Dish Network Corporation
Class A Common Stock representing 53.6% of the shares outstanding.

The 53.6% equity stake is based on 204,700,948 shares of Class A
Common Stock outstanding on November 29, 2010 and assuming
conversion of the shares of Class B Common Stock held by Mr. Ergen
into Class A Common Stock.  Because such Class B Common Stock is
convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of all shares of outstanding Class B Common
Stock into Class A Common Stock, the percentage of the Class A
Common Stock that Mr. Ergen may be deemed to own beneficially
would be approximately 53.1%.  Because each share of Class B
Common Stock is entitled to 10 votes per share, Mr. Ergen owns
beneficially equity securities of the Company representing
approximately 90.5% of the voting power of the Company (assuming
no conversion of the Class B Common Stock).

Cantey M. Ergen also owns 234,764,540 shares of Class A Common
Stock representing 53.5% of the shares outstanding based on
204,700,948 shares of Class A Common Stock outstanding on November
29, 2010 and assuming conversion of the shares of Class B Common
Stock held by Mrs. Ergen into Class A Common Stock.  Because such
Class B Common Stock is convertible on a one-for-one basis into
Class A Common Stock, assuming conversion of all shares of
outstanding Class B Common Stock into Class A Common Stock, the
percentage of the Class A Common Stock that Mrs. Ergen may be
deemed to own beneficially would be approximately 53.0%.  Because
each share of Class B Common Stock is entitled to 10 votes per
share, Mrs. Ergen owns beneficially equity securities of the
Company representing approximately 90.5% of the voting power of
the Company (assuming no conversion of the Class B Common Stock).

Ergen Two-Year 2009 DISH GRAT disclosed that it owns
35,006,717 representing 14.6% equity stake.  Each of Ergen Two-
Year 2010 DISH GRAT, Ergen Three-Year 2010 DISH GRAT, Ergen Four-
Year 2010 DISH GRAT and Ergen Five-Year 2010 DISH GRAT own
12,500,000 shares of Class A Common Stock representing 5.8% of the
shares outstanding.

During the fourth quarter of each year, Mr. Ergen receives an
annuity amount from the 2009 GRAT under the trust agreement
governing the 2009 GRAT, assuming that the 2009 GRAT has not yet
expired.  The number of shares of Class B Common Stock to be
distributed as an annuity payment is based in part on the price of
the stock on the distribution date and therefore cannot be
calculated until the date of distribution.  On November 30, 2010,
the 2009 GRAT distributed 39,993,283 shares of Class B Common
Stock held by the 2009 GRAT to Mr. Ergen as an annuity payment.
Therefore, the 2009 GRAT currently has beneficial ownership of
35,006,717 shares of Class B Common Stock.  The 2009 GRAT will
expire in accordance with its terms on November 30, 2011.

Mr. Ergen gifted 12,500,000 shares of Class B Common Stock to each
of the 2010 GRATs on November 30, 2010.  Mr. Ergen established the
2010 GRATs for estate planning purposes.  Under the trust
agreements establishing the 2010 GRATs, Mr. Ergen's spouse, Cantey
Ergen, will serve as trustee of each of the 2010 GRATs and will
hold sole voting and investment power over the 12,500,000 shares
of Class B Common Stock held by each of the 2010 GRATs.

Mr. Ergen receives an annual annuity amount from each of the 2010
GRATs under the trust agreements governing the 2010 GRATs.
Members of Mr. and Mrs. Ergen's family are the beneficiaries of
the 2010 GRATs.  The 2010 Two-Year GRAT will expire two years from
the date of transfer of the shares of Class B Common Stock to the
2010 Two-Year GRAT.  The 2010 Three-Year GRAT will expire three
years from the date of transfer of the shares of Class B Common
Stock to the 2010 Three-Year GRAT.  The 2010 Four-Year GRAT will
expire four years from the date of transfer of the shares of Class
B Common Stock to the 2010 Four-Year GRAT.  The 2010 Five-Year
GRAT will expire five years from the date of transfer of the
shares of Class B Common Stock to the 2010 Five-Year GRAT.

                         About DISH Network

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
Dec. 31, 2009.  Annual revenues approximate $11.6 billion.

The Company's balance sheet at June 30, 2010, showed $9.03 billion
in total assets and $10.61 billion in total liabilities, and a
stockholders' deficit of $1.58 billion.

                           *     *     *

Dish Network carries a 'Ba3' corporate family rating, with "stable
outlook", from Moody's.  In March 2010, Moody's said the ratings
are not affected by the announcement that a U.S. appeals court
upheld a lower court's ruling that despite changes made by Dish to
its DVR software, the company was still infringing on TiVo Inc.'s
patents.  Dish and TiVo have been in litigation since 2004 over
TiVo's patent infringement claim.  As a result of the ruling, the
Company owes approximately $300 million in damages through July
2009 and potentially additional charges should the company be
required to pay for patent infringements since July 2009.  Dish
announced that it will be seeking a further review of the court's
latest decision by the full Federal Circuit.  Moody's noted that
if the company fails to win on the further review, it will have to
pay a sizable sum to TiVo, but it will still have to contend with
the future of its DVR product offering.  Its last hope is to gain
approval for a design around the TiVo patents, but if
unsuccessful, Dish will need to negotiate a licensing arrangement
with TiVo to avoid the risk of having to disable and replace
millions of DVRs at significant expense


DOLE FOOD: Fitch Affirms Issuer Default Rating at 'B'
-----------------------------------------------------
Fitch Ratings has affirmed these ratings of Dole Food Company,
Inc. and its wholly owned subsidiary Solvest, Ltd.:

Dole (Operating Company)

  -- Long-term Issuer Default Rating at 'B';
  -- $350 million asset-based loan revolver at 'BB/RR1';
  -- $239 million secured term loan B at 'BB/RR1'.

Solvest Ltd. (Bermuda-based Subsidiary)

  -- Long-term IDR at 'B';
  -- $593 million secured term loan C at 'BB/RR1'.

Due to Fitch's recovery analysis and the continued absence of
financial stress, primarily resulting from debt reduction, these
ratings have been upgraded:

Dole (Operating Company)

  -- $227 million 13.875% third-lien secured notes to 'BB-/RR2'
     from 'B+/RR3';

  -- $315 million 8% third-lien secured notes to 'BB-/RR2' from
     'B+/RR3';

  -- $155 million 8.75% senior unsecured notes to 'B-/RR5' from
     'CCC/RR6'.

The Rating Outlook has been revised to Positive from Stable.

At Oct. 9, 2010, Dole had $1.6 billion of total debt including
capital leases.

Rating Rationale:

Dole's ratings reflect its relatively high financial leverage,
mid-single digit margins and the inherent volatility of the fresh
produce industry.  These factors are balanced by the company's
adequate liquidity, limited near-term maturities, manageable debt
amortization schedule and leading worldwide position in the fresh
produce and value-added packaged fruits and vegetables business.

For the latest 12 month period ended Oct. 9, 2010, total debt-to-
operating EBITDA was 4.5 times, operating EBITDA-to-gross interest
expense was 2.1x and funds from operations fixed charge coverage
was 1.4x.  Dole's EBITDA margin for the LTM period was 5.3% and
its free cash flow (defined as cash flow from operations less
capital expenditures and dividends) was $64 million.  Dole's LTM
credit statistics are currently in line with Fitch's expectations.

Dole's liquidity at Oct. 9, 2010, includes $201 million of cash
and $138 million of availability under its ABL revolver which
matures on March 2, 2014.  Dole is currently in compliance with
covenants under its credit agreements.  The company's leverage, as
defined by its term loan credit agreement, was 3.6x at Oct. 9,
2010.  The maximum leverage ratio allowed is 4.75x until June 18,
2011, when the covenant steps down to 4.5x.  Fitch estimates that
Dole currently has in excess of 20% cushion under this covenant.

Dole's nearest upcoming maturity is on July 15, 2013, when the
company's 8.75% unsecured notes become due.  As previously
mentioned, the company's ABL expires March 2, 2014, while its
13.875% and 8% junior lien notes are due March 15, 2014, and
Sept. 21, 2016, respectively.  Dole's term loans mature on
March 3, 2017.  Quarterly term loan amortization requirements
are manageable at $2.1 million or $8.5 million annually.

Positive Outlook and Rating Triggers:

The Positive Outlook is due to Fitch's expectation that total
debt-to-operating EBITDA will migrate towards 4.0x in 2011 due
to modest debt reduction and stable to moderately higher EBITDA
margins.  Lower earnings in Dole's European banana business caused
margins to decline during the year-to-date period ended Oct. 9,
2010.  However, Fitch believes European banana pricing could
improve in 2011 as supply conditions normalize.  Furthermore, the
restructuring of Dole's European business is well underway and
could also help improve profitability.

Leverage in the low 4.0x range along with continued FCF generation
is likely to result in an upgrade of Dole's ratings.  Fitch is
currently projecting FCF of roughly $50 million in 2011.  Dole has
publicly articulated a goal of net leverage in the 2.0x range
driven by operating earnings growth and non-core asset sales.

Dole's term loan credit facility requires that 50% of excess cash
flow, as defined by the agreement, be used to repay the loans.
Both bank facilities mandate that asset sale proceeds be used for
debt repayment.  Dole is targeting $50 million of assets sales in
both 2010 and 2011.

Recovery Ratings:

The 'RR1' rating on Dole's secured bank facilities indicates that
Fitch views recovery prospects on these obligations as outstanding
at 91% - 100%.  The company's ABL has a first-priority lien on
account receivables and inventory and a second-priority lien on
real estate and intangible property.  Dole's term loans are
secured on a first priority basis by real and intangible property
and on a second priority basis by ABL collateral.

The upgrade of Dole's third-lien secured and senior unsecured
notes is due to Fitch's recovery assumptions that trade payables
related obligations would not be included in claims if there was a
restructuring event and, as previously mentioned, the alleviation
of financial stress on the company.  The 'BB-/RR2' rating on
Dole's third-lien notes reflects Fitch's view that recovery
prospects on these notes would be superior at 71% - 90% if there
was a distressed situation.  Meanwhile, the 'B-/RR5' rating on the
company's senior unsecured notes assumes below average recovery.
Fitch views terms, as outlined by the July 15, 1993 indenture
covering these notes, as offering bondholders minimal credit
protection.


DOREL BIRTA: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dorel Birta
        15414 North 29th Avenue
        Phoenix, AZ 85053

Bankruptcy Case No.: 10-39402

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Iva S. Hirsch, Esq.
                  DECONCINI, MCDONALD, YETWIN & LACY, PC
                  7310 North 16th Street, Suite 330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  E-mail: ihirsch@dmylphx.com

Scheduled Assets: $132,285

Scheduled Debts: $1,347,975

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-39402.pdf


DUNE ENERGY: Wayzata Replaces Wells Fargo, Amends Credit Pact
-------------------------------------------------------------
On December 7, 2010 Wells Fargo Capital Finance Inc. fka Wells
Fargo Foothill Inc. assigned to Wayzata Opportunities Fund II,
L.P. its rights and obligations and commitment under its revolving
credit facility with Dune Energy Inc., Dune Properties, Inc. as
borrowers and Dune Operating Company as guarantor.

In connection therewith, on December 7, 2010, Dune Energy Inc. as
a borrower entered into the Amended and Restated Credit Agreement
with Dune Properties, Inc. as a borrower, Dune Operating Company
as the guarantor, Wayzata as the sole lender and Wells as the
administrative agent.  The Credit Agreement is a $40 million term
loan facility which will mature on March 15, 2012.  Pursuant to
the Credit Agreement:

     i) interest is 15% per annum which is due and payable, in
        arrears, on the first day of each month at any time that
        Obligations are outstanding; and

    ii) if any or all of the $40 million term loan is prepaid
        on or prior to November 15, 2011, the Company will owe a
        prepayment premium equal to 10% of the principal amount
        prepaid.

The Company said, "As security for our obligations under the
Credit Agreement, we and certain of our operating subsidiaries
continue to grant Agent a security interest in and a first
priority lien on all our Oil and Gas Properties and certain
deposit accounts.  In addition, our subsidiary, Dune Operating
Company has guaranteed our obligations."

"The Credit Agreement also continues to contain various covenants
that limit our ability to: incur indebtedness; dispose of our
assets; grant certain liens; enter into certain swaps; make
certain investments; prepay any subordinated debt; merge,
consolidate, recapitalize, consolidate or allow any material
change in the character of our business; enter into farm-out
agreements; enter into forward sales; enter into agreements which
(i) warrant production of Hydrocarbons (other than permitted
hedges) and (ii) will not allow gas imbalances, take-or-pay or
other prepayment with respect to its Oil and Gas Properties; and;
enter into certain marketing activities.

"The Credit Agreement modifies the definition of Change in Control
to mean (i) that any 'person' or 'group', other than Permitted
Holders or Wayzata and its Affiliates, becomes the beneficial
owner, directly or indirectly, of 35%, or more, of the Stock of
the Company having the right to vote for the election of members
of the Board of Directors, (ii) that a majority of the members of
the Board of Directors do not constitute Continuing Directors,
(iii) that the Company ceases to own and control, directly or
indirectly, 100% of the outstanding Stock of each other Loan
Party, (iv) either James Watt or Frank Smith will cease to be
involved in the day to day operations and management of the
business of the Company, and a successor reasonably acceptable to
Agent and Lenders is not appointed on terms reasonably acceptable
to Agent and Lenders within 60 days of such cessation of
involvement, or (v) any 'Change of Control' or similar term, as
defined in the Second Secured Debt Documents.

"The Credit Agreement no longer contains covenants relating to
minimum EBITDA and net hydrocarbon production, as well as no
requirement to hedge.  Instead, the credit agreement has a new
financial covenant that requires us to maintain the following
ratio: the total present value of future net revenues discounted
at 10%, or PV-10% of the proved developed reserves must be greater
than two (2) times the value of the face amount of the term loan.
If an event of default exists under the Credit Agreement, the
Lenders will be able to accelerate the maturity of the Credit
Agreement and exercise other rights and remedies.

"Each of the following would continue to be an event of default:
failure to pay any principal when due or any reimbursement amount,
interest, fees or other amount within certain grace periods; a
representation or warranty is proven to be incorrect when made;
failure to perform or otherwise comply with the covenants,
including, but not limited to maintenance of (i) required cash
management activities and (ii) the Interest Reserve account, or
conditions contained in the Credit Agreement or other loan
documents, subject, in certain instances, to certain grace
periods; default by us on the payment of any other indebtedness to
a third party in an aggregate amount in excess of $5.0 million or
more and such default occurs at final maturity of such
indebtedness or results in the third party's right to accelerate
the maturity of such indebtedness; bankruptcy or insolvency events
involving us or any of our subsidiaries; the loan documents cease
to be in full force and effect; our failing to create a valid
lien, except in limited circumstances; the occurrence of a Change
in Control; the entry of, and failure to pay or have stayed
pending appeal, one or more adverse judgments in excess of an
aggregate amount of $5.0 million or more," said the Company.

Wayzata or one or more of its affiliates holds approximately $90
million in principal amount of our 10 1/2% Senior Secured Notes
due 2012.

A full-text copy of the Amended And Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?70e2

                        About Dune Energy

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

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

                          *     *     *

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

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


DUTCH GOLD: R. Prettu and D. Hollis Paid with 1-Mil. Shares Apiece
------------------------------------------------------------------
On December 8, 2010, Dutch Gold Resources Inc. issued 1,000,000
shares of Series A Convertible Preferred Stock, par value $0.001
per share, to each of Rauno Perttu and Daniel Hollis in
consideration for past unpaid services in the approximate,
aggregate amount of $250,000.  Each share of Series A Preferred
Stock will be entitled t 350 votes on all matters which holders of
the Company's common stock are entitled to vote upon and are
convertible into shares of common stock at the rate of 10 shares
of common stock for each share of Series A Preferred Stock
converted.  The Series A Preferred Stock will not be entitled
to dividends or a liquidation preference.

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

According to the Troubled Company Reporter on Nov. 22, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as
a going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred operating
losses from its inception and is dependent upon its ability to
meet its future financing requirements, and the success of future
operations.

The Company's balance sheet as of September 30, 2010, showed
$2.01 million in total assets, $6.05 million in total liabilities,
and a stockholders' deficit of $4.04 million.


E*TRADE FIN'L: Nov. 2010 Daily Average Revenue Trades Up by 4%
--------------------------------------------------------------
E*TRADE Financial Corporation presented at the Goldman, Sachs &
Co. 2010 U.S. Financial Services Conference.

The Company discussed, among other things, its Daily Average
Revenue Trades for the month of November.  For the month of
November, the Company reports DARTs of 158,770, a 9% increase from
October and a 4% increase from the year ago period.  The Company
intends to issue its standard monthly activity report for
November, including loan performance data for the October and
November periods, on or about December 15, 2010.

A full-text copy of the presentation is available for free
at http://ResearchArchives.com/t/s?70d4

                     About E*Trade Financial

The E*Trade Financial (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

E*Trade has a 'B3' long-term issuer rating from Moody's Investors
Service.  In July 2010, when Moody's changed the outlook to
'stable' from 'negative', the ratings agency said, "E*TRADE's
credit profile remains vulnerable to a significantly
worse-than-anticipated level of credit losses at the bank, which
has previously been the primary reason for the negative outlook.
However, Moody's now thinks that the probability of this scenario
is reduced by E*TRADE's improved delinquency trends --
delinquencies have been stable or trending down for the last nine
months -- and the continued seasoning of its portfolio."

DBRS has confirmed the ratings for E*TRADE Financial Corporation
(E*TRADE, the Company or the Parent) and E*TRADE Bank (the Bank).
DBRS rates E*TRADE's Issuer & Senior Debt at B (high) and the
Bank's Deposits & Senior Debt at BB.  The trend on all ratings
remains Negative, except for the Bank's Short-Term Instruments
rating, which is Stable.

DBRS has commented that its ratings of E*TRADE Financial
Corporation remain unchanged after the Company's 3Q10 earnings
announcement.  DBRS rates E*TRADE's Issuer & Senior Debt at B
(high) and E*TRADE Bank's Deposits & Senior Debt (the Bank) at BB.
All ratings, except the Short-Term Instruments rating of the Bank,
have a Negative trend. The Company reported net income of $8
million in the quarter, its second consecutive quarter of
profitability, following net income of $35 million in 2Q10.  In
the prior year's quarter, E*TRADE reported a net loss of $82
million, excluding a one-time non-cash charge related
to its debt exchange.  Over the past year, the Company has made
significant progress in preserving its strong franchise, reducing
non-core asset exposure and bolstering capitalization.  Combined
with improving credit trends, E*TRADE's swing to positive earnings
is an important step from a ratings perspective.  The positive
earnings performance was largely driven by lower loan loss
provisions, which declined 8% quarter-over-quarter (QoQ) and a
more substantial 56% year-over-year (YoY).  With improving credit
performance trends supporting the reduction in provisions, DBRS
anticipates that E*TRADE could continue to generate positive
quarterly results, but the environment remains challenging.


ECHELON ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Echelon Enterprises, Inc.
          dba Treads Bicycle Outfitters
        16701 E. Iliff Avenue
        Aurora, CO 80013

Bankruptcy Case No.: 10-40898

Chapter 11 Petition Date: December 10, 2010

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

Judge: Michael E. Romero

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

Scheduled Assets: $845,917

Scheduled Debts: $1,660,630

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-40898.pdf

The petition was signed by Gene Hodges, president.


EDDIE CHILDS: Not a "Small Business" Debtor
-------------------------------------------
Chief Bankruptcy Judge William T. Thurman rules that Eddie DeVon
Childs and Glenda Jo Childs are not a "small business debtor."
According to Judge Thurman, "based upon Debtors' lack of
qualifications to be considered a small business debtor, the Court
finds the original designation as small business debtors incorrect
and a nullity.  This determination makes the Debtors' election
void ab initio and thus the small business provisions are
inapplicable to the Debtors.

The Debtors have filed a Disclosure Statement Describing the Plan
of Reorganization, and hearings were held on the Disclosure
Statement on November 23 and December 2, 2010.  The U.S. Trustee
has filed an objection to the approval of the Disclosure Statement
on various issues and Southwest Community Credit Union filed an
objection to confirmation of the plan.

Based upon the objections to the Disclosure Statement, the Court
will continue the hearing on the Disclosure Statement.  The
Debtors will not, however, be permitted to engage in further delay
without consequences.  A separate order establishing dates for
confirmation will be issued.

A copy of the Court's December 9 Memorandum Decision is available
at http://is.gd/iErIPfrom Leagle.com.

Southwest Community Credit Union is represented in the case by:

          Jenny Jones, Esq.
          Steven Beckstrom, Esq.
          CLARKSON DRAPER & BECKSTROM, LLC
          162 North 400 East, Suite A-204
          P.O. Box 1630
          St. George, UT 84771
          E-mail: jjones@clarksondraper.com
                  sbeckstrom@clarksondraper.com

Eddie and Glenda Childs filed for Chapter 11 bankruptcy (Bankr. D.
Utah Case No. 09-33970) on December 15, 2009.  Their business Lazy
C Enterprises, LLC, filed for Chapter 11 (Bankr. D. Utah Case No.
09-33971) on December 16, 2009.  The two cases were consolidated
by an order entered on May 12, 2010.  Andrew D. Smith, Esq. --
andrew@silverstatelaw.com -- at Ellsworth, Moody & Bennion, Chtd.
in Las Vegas, serves as bankruptcy counsel.

The Childs disclosed $1,763,904 of debt on their schedules,
principally from a mortgage on their home.  Lazy C disclosed
$455,073 of total debt on its schedules.  Lazy C estimated $1
million to $10 million in assets.


EMPIRE RESORTS: Obtains $35 Million Bridge Loan From Kien Huat
--------------------------------------------------------------
On November 17, 2010, Kien Huat Realty III Limited entered into a
definitive loan agreement with Empire Resorts Inc. with respect to
the $35,000,000 Bridge Loan.  On the same day, Kien Huat made the
Bridge Loan to the the Company.

The maturity date of the Bridge Loan is the earlier of the
consummation of the Rights Offering and June 30, 2011.  Under
certain circumstances, if the Bridge Loan is not repaid in full by
the Outside Date, the Bridge Loan will be extended and the
remaining unpaid principal amount of the Loan will have a maturity
date of a term of two years and will be convertible into fully
paid and non-assessable shares of Common Stock at a price per
share, subject to adjustment in accordance with the Loan
Agreement, equal to the exercise price of the rights issued in the
Rights Offering.

If, as of any date during the Extension Term, the average of the
Last Reported Bid Prices of the Common Stock for the 20
consecutive trading days ending on the trading day prior to the
Measuring Date exceeds 200% of the conversion price in effect on
the Measuring Date, then the Company is entitled to elect that
Kien Huat convert all of the principal sum remaining outstanding
under the Loan Agreement into shares of the Common Stock in
accordance with the terms and provisions of the Loan Agreement.
If the Company does not elect to force such conversion and there
have been no events of default as defined in the Loan Agreement,
the Company may voluntarily prepay the Bridge Loan in whole or in
part, with all interest accrued through the applicable period,
absent notice from Kien Huat of its election to convert.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Sept. 30, 2010, showed
$74.91 million in total assets, $63.20 million in total
liabilities, and stockholders' equity of $11.71 million.

Auditor Friedman LLP, in New York, after auditing the Company's
2009 results, said Empire Resorts' ability to continue as a going
concern depends on the Company's ability to fulfill its
obligations with respect to its $65 million of 5-1/2% senior
convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


ENERGY CONNECT: Names Interim CFO After A. Warner Resignation
-------------------------------------------------------------
EnergyConnect Group Inc. named Amir Ameri, interim CFO, reporting
to Kevin Evans, president and CEO.  During the company's ongoing
CFO search, Ameri is replacing Andrew Warner, who resigned
effective December 7th and will assist the role transition through
December 21st.

"Serving as a professional interim senior executive, Amir has
accumulated extensive experience raising equity, building back
office operations, establishing accounting policies, and
negotiating contracts in the hardware and software sectors," said
Evans.  "We thank Andrew for his service, as he was instrumental
in strengthening our financial position, removing our debt and
establishing financial controls.  We wish him the very best as he
moves on to become president and CFO of a small public company."

                     About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

The Company's balance sheet at July 3, 2010, showed $13.95 million
in total assets, $8.40 million in total current liabilities,
$3.64 million in long-term liabilities, and $1.91 million in
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


ENERJEX RESOURCES: West Coast Discloses 24.58% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on December 2, 2010, West Coast Opportunity Fund, LLC
disclosed that it beneficially owns 1,262,054 shares of Enerjex
Resources Inc. common stock representing 24.58% of the shares
outstanding.  The number of shares of Common Stock, $0.001 par
value, outstanding on November 2, 2010 was 5,134,628 shares.

Each of West Coast Asset Management, Inc., Lowe R. Atticus, Lance
W. Helfert and Paul J. Orfalea also own 1,262,054 shares.

On October 30, 2010, the Fund, Montecito Venture Partners, LLC, a
controlled affiliate of the Fund; Black Sable Energy, LLC, a
controlled affiliate of MVP; J&J Operating, LLC, an unrelated
third party and the Company entered into a binding letter of
intent under which the parties will negotiate the terms on which
the Company may acquire certain assets owned by the Acquisition
Parties for shares of the Company's common stock and cash.  In
accordance with the LOI, and subject to the completion of legal
due diligence by the Company and the Acquisition Parties, the
parties agree that the terms and conditions of the acquisitions
will be as set forth in certain formal definitive agreements.

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

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

The LOI includes customary "no-shop" provisions restricting the
Company's ability to solicit alternative acquisition proposals
from third parties and to provide information to and engage in
discussions with third parties regarding alternative acquisition
proposals.  However, the no-shop provision is subject to a
customary "fiduciary-out" provision which allows the Company under
certain circumstances, and subject to certain conditions, to
provide information to and participate in discussions with third
parties with respect to certain unsolicited alternative
acquisition proposals that the board of directors has determined
would, if consummated, result in a transaction more favorable to
the Company's stockholders than the transaction contemplated by
the LOI and is reasonably likely to be completed on the terms
proposed on a timely basis.

The LOI contains certain rights for the Issuer and the Acquisition
Parties.  Upon breach or termination of the LOI under specified
circumstances, the Company may be required to pay the Fund a
break-up fee.  If the Company is required to pay a break-up fee as
a result of the Company breaching the terms of the LOI, the
Definitive Agreements or entering into an alternative acquisition
agreement, the amount of the break-up fee is $750,000.

                       About EnerJex Resources

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

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

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


ENVIRONMENTAL INFRASTRUCTURE: Xiom Settles Noteholders Suit
-----------------------------------------------------------
As of December 3, 2010, Environmental Infrastructure Holdings
Corp.'s Xiom subsidiary obtained the agreement of the parties to
discontinue a lawsuit without prejudice regarding certain of
Xiom's convertible debentures.

Specifically, holders of $820,000 of Xiom's 7% Convertible
Exchange Notes Due April 1, 2012 previously commenced an action
against Xiom and Environmental Infrastructure in the Supreme Court
of the State of New York, Queens County, under which action those
holders alleged the occurrence and continuance of certain defaults
under those notes.

Under the agreement, in addition to cancelling the lawsuit, the
holders have also agreed to forbear from prosecuting the action,
or any other lawsuit related to the defaults under the Notes,
until at least May 12, 2011.  In consideration of this agreement,
Xiom and EIHC have issued, respectively, restated notes and
warrants to the holders.  The restated notes provide for a
conversion price of $0.25 per share and extended their due date to
April 1, 2014.  The restated warrants provide for a conversion
price of $0.50 per share and extended their expiration to April
2014.

Each warrant gives the holder the right to purchase 2 shares for
each $1 face value of their original notes.  Under the restated
notes, EIHC agreed to reserve shares for issuance, to register any
conversion shares within 90 days, and to anti-dilution provisions.
Under the restated warrant, EIHC agreed to piggyback registration
rights for shares acquired under exercise of the warrants. Xiom
and EIHC also agreed to pay the holders' legal costs for the
settlement and related filings.

                About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.

The Company's balance sheet at Sept. 30, 2010, showed
$1.30 million in total assets, $5.32 million in total liabilities,
and a stockholders' deficit of $4.02 million.  Stockholders'
deficit was $3.8 million at June 30, 2010.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses for the years ended December 31, 2009, and
2008, and has a deficiency in stockholders' equity at December 31,
2009.  The Company reported a net loss of $7.94 million on
$3.65 million of revenue for 2009, compared with net income of
$33,952 on $6.07 million of revenue for 2008.  Stockholders'
deficit was $2.83 million at Dec. 31, 2009.


EXPRESSWAY DEVELOPMENT: Agrees to Pay Lender Avoid Case Dismissal
-----------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma approved the stipulation between
Expressway Development, LLC, and secured creditor Spirit Bank,
resolving the bank's motion to dismiss or convert the Debtor's
case to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on October 12, 2010,
SpiriBank asked for the dismissal or conversion of the case
because as of the Petition Date, the Debtor has not paid any
money.

The terms of the stipulation included, among other things:

   -- Payment by November 30, 2010, of all accrued interest owing
      on the certain promisory with underlying mortgage which
      secured the Guthrie property (a certain property located in
      Guthrie, Logan County, Oklahoma), which is owned by the
      Debtor and upon which SpiritBank maintains a mortgage.  The
      unpaid accrued interest owinf was $15,500 as of October 26,
      with interest at the per diem rate of $39.54 from
      October 26, through November 30.

   -- Payment by November 30 of $3,000 as and for reimbursement
      for SpiritBank for attorney fees and costs incurred.

   -- Payment of all unpaid accrued interest at the end of each
      month, commencing December 31, 2010, continuing with
      January 31 and February 28, 2011.

   -- In every instance regarding the payments payable to
      SpiritBank for the end-of-month payments, the Debtor will be
      given a 10 day cure period.

                   About Expressway Development

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. W.D.
Okla. Case No. 10-12088).  Charles E. Wetsel, Esq., at Robertson &
Williams, represents the Debtor.  The Company estimated assets and
debts at $10 million to $50 million.


FM AVIATION: Files Schedules of Assets and Liabilities
------------------------------------------------------
FM Aviation II, LLC, has filed with the U.S. Bankruptcy for Middle
District of Florida its schedule of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            ------------    ------------
  A. Real Property                         $0
  B. Personal Property           Undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,622,030
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $312,200
                                 ------------    ------------
        TOTAL                    Undetermined    Undetermined

                         About FM Aviation

Clearwater, Florida-based FM Aviation, LLC, filed for Chapter 11
bankruptcy protection on October 14, 2010 (Bankr. M.D. Fla. Case
No. 10-24832).  Langfred W. White, Esq., at the Law Offices Of
Langfred W. White, PA, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Frank M. Mongelluzzi filed a separate Chapter 11
petition on September 22, 2010 (Bankr. M.D. Fla. Case No.
10-39289).


FM AVIATION: Court Hears VFS Dismissal Plea
-------------------------------------------
The hearing on the motion of VFS Financing, Inc., to dismiss the
Chapter 11 case of FM Aviation II, LLC, has been continued from
November 23, 2010, to December 13, 2010.

No order on the dismissal motion is yet available on the Court's
docket.

VFS Financing is owed $18,519,694 on account of notes secured by
liens on two business-class jet aircraft of the Debtors and the
proceeds thereof.

VFS Financing, Inc., is represented by:

          Stephen D. Busey, Esq.
          Allan E. Wulbern, Esq.
          SMITH HULSEY & BUSEY
          225 Water Street, Suite 1800
          Jacksonville, FL 32202
          Telephone: (904) 359-7700
          E-mail: awulbern@smithhulsey.com

               - and -

          Joseph J. Tuso, Esq.
          REED SMITH LLP
          2500 One Liberty Place
          1650 Market Street
          Philadelphia, PA 19103-7301
          Telephone: (215) 851-8100

                         About FM Aviation

Clearwater, Florida-based FM Aviation, LLC, filed for Chapter 11
bankruptcy protection on October 14, 2010 (Bankr. M.D. Fla. Case
No. 10-24832).  Langfred W. White, Esq., at the Law Offices Of
Langfred W. White, PA, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Frank M. Mongelluzzi filed a separate Chapter 11
petition on September 22, 2010 (Bankr. M.D. Fla. Case No. 10-
39289).


FRANKLIN PACIFIC: Amended Plan Outline Hearing Set for January 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on January 20, 2011, at 1:30 p.m, to
consider adequacy of the Disclosure Statement, explaining Franklin
Pacific Finance LLLP's reorganization plan, as amended.
Objections, if any, are due January 6, 2011.

As reported in the Troubled Company Reporter on November 10, 2010,
Bankruptcy Judge Vincent Zurzolo denied approval of the disclosure
statement.

According to the Disclosure Statement, the Debtor intends to pay
creditors and interest-holders from future earnings from continued
operations of the Debtor, including rental income, interest
income, potential sales or refinances of properties, and note
payments due to the Debtor.  Most likely, general unsecured
creditors can expect payment beginning 30 days after the Effective
Date of this Plan in the amount of 1/3 of each creditors'
unsecured claim plus 4% interest and continuing every month for 2
additional months.  Under the Plan, plan payments will occur
from year 2011 to 2012.

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

                      About Franklin Pacific

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. C.D. Calif. Case No. 10-30727).  Leslie A. Cohen,
Esq., Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C.,
in Santa Monica, California, serve as counsel to the Debtor.  The
Company estimated assets and debts at $10 million to $50 million
as of the petition date.


GARY KAROLSKI: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gary Karolski
          dba Tri-County Towing
              Tri-County Auto Parts and Salvage
        20250 33 Mile Road
        Armada, MI 48005

Bankruptcy Case No.: 10-76897

Chapter 11 Petition Date: December 9, 2010

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

Judge: Phillip J Shefferly

Debtor's Counsel: Aaron J. Scheinfield, Esq.
                  Martin L. Fried, Esq.
                  GOLDSTEIN BERSHAD & FRIED PC
                  4000 Town Center, Suite 1200
                  Southfield, MI 48075
                  Tel: (248) 355-5300
                  Fax: (248) 355-4644
                  E-mail: aaron@bk-lawyer.net
                          marty@bk-lawyer.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-76897.pdf


GARY PHILLIPS: Files Schedules of Assets & Liabilities
------------------------------------------------------
Gary Phillips Construction, LLC, has filed with the U.S.
Bankruptcy Court for the Eastern District of Tennessee its
schedules of assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $12,815,389
B. Personal Property                     $440,309
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $6,663,052
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $52,780
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $898,567
                                      -----------     -----------
      TOTAL                           $13,255,698      $7,614,399

A copy of the schedules is available for free at:

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

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection on December 3, 2010
(Bankr. E.D. Tenn. Case No. 10-53097).  Fred M. Leonard, Esq., who
has an office in Bristol, Tennessee, serves as the Debtor's
counsel.


GARY PHILLIPS: Section 341(a) Meeting Scheduled for Jan. 10
-----------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Gary
Phillips Construction, LLC's creditors on January 10, 2011, at
11:00 a.m.  The meeting will be held at Bankruptcy Meeting Room
111, Greeneville, Tennessee.

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

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

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection on December 3, 2010
(Bankr. E.D. Tenn. Case No. 10-53097).  Fred M. Leonard, Esq., who
has an office in Bristol, Tennessee, serves as the Debtor's
counsel.  According to its schedule, the Debtor disclosed
$13,255,698 in total assets and $7,614,399 in total debts as of
the Petition Date.


GCIC DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: GCIC Development Corp.
        4251 Sweetwater Road
        Bonita, CA 91902

Bankruptcy Case No.: 10-21674

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Daniel Masters, Esq.
                  DANIEL C. MASTERS
                  P.O. Box 66
                  La Jolla, CA 92038
                  Tel: (858) 459-1133

Scheduled Assets: $2,083,740

Scheduled Debts: $768,880

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

The petition was signed by Frank Campos, CEO.


GEC TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GEC Trucking, Inc.
        2950 Melson Avenue
        Jacksonville, FL 32254

Bankruptcy Case No.: 10-10626

Chapter 11 Petition Date: December 9, 2010

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

Debtor's Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,581,245

Scheduled Debts: $2,002,569

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-10626.pdf

The petition was signed by Gene E. Carter, Sr., president.


GENERAL MOTORS: Proposes to Hike Brownfield Fee Cap to $1.3MM
-------------------------------------------------------------
Motors Liquidation Co. and its units seek the Bankruptcy Court's
permission to amend an engagement letter with Brownfield Partners,
LLC, to increase the firm's total consultant labor cap to
$1,300,000.

Counsel to the Debtors, Joseph H. Smolinsky, Esq., at Weil,
Gotshal & Manges LLP, in New York, relates that Brownfield
Partners has proven itself to be a critical player in the
Debtors' remediation efforts and the firm's role has continued to
grow and develop.  Thus, the Debtors executed a third letter
agreement with Brownfield Partners to allow the firm, subject to
Court approval, to continue providing certain services for a
total cost of consultant labor not to exceed $1,300,000.

In connection with the Debtors' liquidation and disposition of
its remaining assets, Brownfield will:

  (a) assist the Debtors with remaining remediation cost
      estimate adjustments;

  (b) review and advise on 2010/2011 remediation work scoping
      and contracting;

  (c) assist with regulatory interface and compliance;

  (d) provide historical information and advisory services for
      transition to a trustee team handling the environmental
      remediation trust;

  (e) provide support to federal and state governments regarding
      remediation estimates and approval of past and future
      costs;

  (f) assist with claims resolution; and

  (g) prepare and process interim fee applications for the
      subject period and for interim fee applications pending
      for previous work.

Specifically, the Debtors seek the Court's permission to increase
the total cost of consultant labor by an additional amount up to
$200,000 so that Brownfield Partners may continue to provide
those services as sought by the Debtors.  Allowing Brownfield
Partners to thoroughly perform its consulting services is in the
best interests of the Debtors and their estates in that it will
assist the Debtors in addressing environmental matters and
facilitate the efficient and economic administration of their
estates, Mr. Smolinsky insists.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Bates White Clarifies Relationship with LRG
-----------------------------------------------------------
Charles H. Mullin, a partner at Bates White LLC --
charlie.mullin@bateswhite.com -- submitted to the Court a
declaration to clarify his firm's relationship with Litigation
Resolution Group, LLC in response to allegations made by the
Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims during the November 22, 2010 hearing.

The Official Committee of Unsecured Creditors of Motors
Liquidation Co. had sought and obtained the Court's authority to
retain Bates White, LLC, as its consultant on the valuation of
asbestos liabilities, nunc pro tunc to March 16, 2010.

Mr. Mullin relates that he controlled LRG and managed its
operations at all times since its creation in April 2007.  He has
a 24.24% economic interest in LRG.  Other Bates White partners
Drs. Charles Bates, David DeRamus, Eric Gaier, Mathew Raiff and
Halbert White each own 12.12% of LRG, and Dr. Douglas Bernheim
owns 6.06% of LRG.  Those passive economic stakes were granted in
exchange for "angel funding" provided by these individuals, which
totaled less than $600,000 in the aggregate and was used to fund
LRG's operations, Mr. Mullin explains.

At the November 22 hearing, the Asbestos Committee and counsel
for certain mesothelioma claimants alleged that LRG has financial
interests "completely different than [those of] any other expert"
in these Chapter 11 cases, in that LRG supposedly assumes the
liabilities of asbestos defendants and consequently has a
financial stake in the outcome of ongoing asbestos litigation.
The Asbestos Committee further alleged that Bates White concealed
its connections with LRG and employed "false pretenses" to obtain
its consent to the stipulated orders entered on August 24 and
October 22, 2010 with respect to the trust discovery sought by
the Official Committee of Unsecured Creditors.

Mr. Mullin clarifies that LRG's role has always been limited to
that of a broker, and its economic interest has merely been to
receive a fee in connection with the potential transaction, he
relates.  Since LRG's inception, the Bates White colleagues have
been open and public about LRG and their connections to it, he
insists.  Among other things, he has spoken about LRG repeatedly
and at length at numerous industry conferences; has discussed,
and exchanged emails about LRG with prominent members of the
asbestos plaintiffs' bar; and LRG's Web site at all times has
prominently disclosed his identity as a Bates White partner.  He
adds that he or his business partners have discussed LRG on
multiple occasions with or in the presence of the Asbestos
Committee's counsel.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Fee Examiner Proposes G&K as Counsel
----------------------------------------------------
Timothy F. Nixon, Esq., a shareholder and member of the board of
directors of Godfrey & Kahn, S.C., in Milwaukee, Wisconsin --
tnixon@gklaw.com -- disclosed that his firm was retained by Auto-
Wares LLC in a lawsuit pending in the U.S. District Court for the
Western District of Michigan.  Honigman Miller Schwartz and Cohn
LLP are co-counsel to Godfrey & Kahn in that case, he says.

In addition, Godfrey & Kahn was retained by Formax, Inc. and
Provisur Technologies Inc. in a patent infringement case in the
U.S. District Court for the Eastern District of Wisconsin, Mr.
Nixon stated.  The lead counsel in that case is Jenner & Block
LLP, he adds.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: PI Claimants Win Lift Stay to File Lawsuits
-----------------------------------------------------------
Motors Liquidation Co. and its units sought approval from the
bankruptcy court of stipulations they entered into with each of
Teresa Pace and Tammy Morway lifting the automatic stay solely to
allow Ms. Pace and Morway to commence civil actions before state
courts and name Motors Liquidation Company as a defendant.

By the civil actions, Ms. Pace and Morway intend to recover for
alleged injuries and damages resulting from prepetition accidents
allegedly involving the Debtors.

Ms. Pace filed Claim No. 60081 asserting an unsecured claim for
$450,000 against the Debtors.  Ms. Morway filed Claim No. 60069
asserting an unsecured claim for $2,000,000.

The Debtors say they have no objection to the naming of MLC as a
defendant in the State Court Actions provided that any recovery
obtained in the actions will not be asserted or enforced against
the Debtors' bankruptcy estates or any of their assets or
properties.

The parties agree that automatic stay will be modified solely to
the limited extent necessary to enable the creditors to name MLC
as a defendant in the State Court Action and for the State Court
Action to proceed to final judgment or settlement.

                        T. Bynum Deal

The Debtors and Timothy Bynum entered into a Court-approved
stipulation for the modification of the automatic stay solely to
allow:

  (a) Mr. Bynum to pursue a civil action in Indiana against
      Motors Liquidation Company and Adamo Demolition Company to
      recover for alleged injuries related to alleged toxic
      exposure on an MLC property;

  (b) the State Court Action to proceed to final judgment or
      settlement; and

  (c) Mr. Bynum to attempt to recover any liquidated final
      judgment or settlement with respect to the State Court
      Action from the available liability coverage, if any,
      provided by Adamo's insurance coverage.

Mr. Bynum has not, and will not, file a proof of claim in the
Debtors' Chapter 11 case, nor will he seek discovery from MLC in
connection with the State Court Action.

                   Samuel Barrow Deal

The Debtors and Samuel Barrow entered into a Court-approved
stipulation resolving Mr. Barrow's lift stay request.

The parties agree that Claim No. 48400 will be designated by the
Debtors for alternative dispute resolution pursuant to the ADR
Order no later than December 31, 2010.  The Parties reserve all
rights in the event that the Claim is not successfully resolved
by the alternative dispute resolution proceedings.

The automatic stay under Section 362 of the Bankruptcy Code will
not serve as an impediment to allowing Mr. Barrow's action in the
U.S. District Court for the Southern District of Ohio, Western
Division at Dayton against General Motors Corp., to proceed as to
non-Debtor codefendants Harco Industries, Inc. and Manpower of
Dayton, Inc.  The Debtors do not object to being severed from the
Ohio Action and the Ohio Action proceeding as to any non-Debtor
parties.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GEORGE DONOHUE: Multiple Debtors' Bid to Hire One Counsel Denied
----------------------------------------------------------------
Judge Martin Glenn issued an opinion to address the proposed
retention by multiple debtors of a single professional under
Section 327(a) of the Bankruptcy Code where the Debtors in the
four cases may hold claims for contribution against one another
and some of the debtors are creditors of others.

The debtor in each of four related bankruptcy proceedings, In re
JMK Construction Group, Ltd., In re George Donohue, In re John
Varacchi, and In re Jacob M. Kopf, filed an application to retain
Pick & Zabicki LLP as counsel to the Debtor in each case.

Debtors Varacchi and Donohue also seek to retain The Law Offices
of Edward Weissman as special litigation counsel pursuant to
Section 327(e) in connection with a judgment rendered against the
Debtors in a federal court action entitled Air China Limited v.
Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was
the impetus for the filing of the bankruptcy petitions.

Debtors JMK Construction Group and Kopf also filed applications
for retention of Peter A. Morales, CPA, PC, as accountant in the
JMK and Kopf bankruptcy cases pursuant to Section 327(a).

The United States Trustee opposes the retention of P&Z as counsel,
Weissman as special counsel and Morales as accountant, arguing
that there are disabling conflicts of interest that preclude
representation by the professionals of more than one debtor.

Air China, as a judgment creditor to the Debtors, opposes the
retention of P&Z and Morales based on what it perceives as P&Z's
failure to disclose material facts relating to the relationships
between the Debtors, and, as a result of such relationships,
ongoing irremediable conflicts of interest.

Judge Glenn rules that as a result of the judgment against the
Debtors in the Air China Case, the Debtors may continue to have a
right of contribution against each other under New York law.  Even
though inter-debtor claims were purportedly "waived" by a letter
filed with the Court, Judge Glenn says the waiver is both
ineffective and insufficient to waive the actual conflicts of
interest present.  Accordingly, Judge Glenn agrees with the U.S.
Trustee and Air China and denies the retention applications of
P&Z, Weissman and Morales.  P&Z, Weissman and Morales may seek
retention as counsel to only one of the Debtors in their
reorganization cases.

A copy of Judge Glenn's December 9 Memorandum Opinion is available
at http://is.gd/iEuAQfrom Leagle.com.

JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968);
John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue
(Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for
Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter
11 bankrutpcy after a jury returned a verdict against them in the
Air China Case, tried before the Hon. Laura Taylor Swain in the
United States District Court for the Southern District of New
York.  JMK and Messrs. Donohue and Varacchi filed on July 23,
2010.  Mr. Kopf filed for Chapter 11 on September 14, 2010.

JMK Construction and Messrs. Donohue and Kopf did not declare
their assets and debts in their petitions.  Mr. Varacchi declared
under $50,000 in debts but did not indicate his total assets.

A copy of the JMK Construction petition is available at:

          http://bankrupt.com/misc/nysb10-13968.pdf

A copy of the Varacchi petition is available at:

          http://bankrupt.com/misc/nysb10-13965.pdf

A copy of the Donohue petition is available at:

          http://bankrupt.com/misc/nysb10-13959.pdf

A copy of the Kopf petition is available at:

          http://bankrupt.com/misc/nysb10-14847.pdf


GRANTHAM PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Grantham Property LLC
        7399 E. Tierra Buena Lane, #3
        Scottsdale, AZ 85260

Bankruptcy Case No.: 10-39331

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Kevin C. McCoy, Esq.
                  KELLY MCCOY, PLC
                  1411 N. Third Street
                  Phoenix, AZ 85004
                  Tel: (602) 687-7433
                  Fax: (602) 687-7466
                  E-mail: kmccoy@kelly-mccoy.com

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

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

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

The petition was signed by Terry L. Grantham, Jr., member.


GREAT ATLANTIC & PACIFIC: Asks for 15 More Days to File Schedules
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors ask the Court to give them 15 more days to file their
schedules of assets and liabilities and statement of financial
affairs.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after its bankruptcy filing.

Paul Basta, Esq., at Kirkland & Ellis LLP, in New York, says the
proposed extension is reasonable given the scope of the Debtors'
businesses, the limited staff available to perform the required
internal review of their financial records and affairs, and the
numerous critical operational matters that their accounting and
legal personnel must address in the early days of their Chapter 11
cases.

"Focusing the attention of their key accounting and legal
personnel on critical operational and chapter 11 compliance issues
during the early days of these Chapter 11 cases will help the
Debtors make a smoother transition into Chapter 11 and, therefore,
ultimately will maximize the value of their estates," Mr. Basta
says.

                           About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (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.

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.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

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).


GREAT ATLANTIC & PACIFIC: Court Okays First Day Motions
-------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. disclosed the U.S.
Bankruptcy Court for the Southern District of New York has
approved the Company's $800 million Debtor-in-Possession financing
provided by JPMorgan Chase & Co. Of the total DIP facility, a
$350 million term loan will be immediately funded.

The Company also announced that the Court had granted A&P's motion
to approve its request for "first day orders," including:

Immediate authority to pay employees' salaries and wages and to
continue providing health and other employee benefits to them;
Authority to pay certain pre-petition obligations to critical
vendors and suppliers in the ordinary course; and Authority to
continue to satisfy all of its pre-petition obligations to
customers, including existing loyalty and promotional programs.

The Court also entered various other orders to ensure that the
Company has the ability to operate smoothly during the Chapter 11
process.

A&P 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.

A&P announced on December 12 that voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code have been filed with the
U.S. Bankruptcy Court for the Southern District of New York to
restructure the Company's debt and reorganize the business.

                           About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (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.

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.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

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).


GREAT ATLANTIC & PACIFIC: Updated Case Summary & Creditors' Lists
-----------------------------------------------------------------
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

Debtors'
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

Debtors'
Financial
Advisor:          Lazard Freres & Co. LLC

Debtors'
Management
Consultants:      Huron Consulting Group

Total Assets: $2,531,032,000

Total Debts: $3,210,965,000

The petition was signed by Frederic F. Brace, A&P chief
administrative officer and chief restructuring officer.

Debtors' List of Debtors' 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

Debtors' List of Largest Secured Creditors:

Creditors                    Type of Collateral      Claim Amount
---------                    ------------------      ------------
Bank of America, N.A. as     Accounts receivable,    $133,800,000
Administrative Agent         chattel paper, claims,
for Senior Secured Credit    judgments, settlements,
Facility                     deposit accounts,
c/o Christine Hutchinson     documents, equipment,
Bank of America, N.A.        fixtures, general
100 Federal Street           intangibles, goods,
Boston, Massachusetts 02110  instruments, inventory,
Fax: 617-790-1234            investment property,
                            letter of credit rights,
                            software, supporting
                            obligations, cash,
                            insurance proceeds,
                            certain real property,
                            certain leasehold interests,
                            pledged stock and the
                            proceeds thereof.

Wilmington Trust Company as  Accounts receivable,    $260,000,000
Indenture Trustee for        chattel paper, claims,
Holders of Second Lien Notes judgments, settlements,
c/o Corporate Trust          deposit accounts,
Administration               documents, equipment,
Rodney Square North          fixtures, general
1100 Market Street           intangibles, goods,
Wilmington, DE 19890         instruments, inventory,
Fax: 302-636-4145            investment property,
                            letter of credit rights,
                            software, supporting
                            obligations, cash,
                            insurance proceeds,
                            certain real property,
                            certain leasehold interests,
                            pledged stock and the
                            proceeds thereof.


HACIENDA GARDENS: Can Access Secured Creditors' Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Hacienda Gardens, LLC, to access the cash collateral of
its secured creditors.

In a court docket entry, all parties consented to the Debtor's use
of cash collateral to pay the real estate taxes of $154,748.

As reported in the Troubled Company Reporter October 28, 2010, the
Debtor's secured creditors are First Horizon Home Loans, a
Division of First Tennessee Bank National Association, successor-
by-merger to First Horizon Home Loan Corporation, JP Morgan Chase
Bank National Association, and the Martha E. Sanfilippo Survivor's
Trust.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant the secured creditors
replacement liens on rents generated from each secured creditor's
respective collateral; superpriority administrative expense claim;
and payments of $45,000 to FHB, $20,661 to Chase, and $8,944 to
Heritage Bank of Commerce.

                    About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. N.D. Calif. Case No. 10-55423).  Binder & Malter,
LLP, represents the Debtor.  The Company estimated assets and
debts at $10 million to $50 million.


HACIENDA GARDENS: Has Until January 14 to Amend Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has continued until February 17, 2011, at 11:00 a.m., the hearing
to consider adequacy of the Disclosure Statement explaining
Hacienda Gardens, LLC's Plan of Reorganization.

In a court docket entry, the Court directed the Debtor to file an
amended disclosure statement by January 14.

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

As reported in the Troubled Company Reporter on October 26, the
Plan provides for extension of the obligations currently due to
First Horizon Home Loans, a Division of First Tennessee Bank
National Association, successor-by-merger to First Horizon Home
Loan Corporation (FHB) and Heritage Bank of Commerce for 36 months
each after the Effective Date (unless repaid paid sooner) with
payments continuing at the contract rate of interest.  Payments to
JP Chase Morgan Bank will continue without modification.
Unsecured claimants are to receive the Center's net profits for
three years with a minimum dividend paid of $72,000 which will,
depending upon whether the insider claim of Mark Tersini is
voluntarily subordinated or not, provide a dividend of either 8.7%
(if not) to 25.9% if it is and the Rite Aid Lease is not rejected.
Priority and administrative claims, if any, will be paid in full
at the Effective Date unless they agree to another treatment.

The Center is a commercial shopping center situated upon
12.097 acres of land in San Jose, California.  Included in this
12.097 acres is approximately 124,246 square feet of commercial
leasable space well as acreage zoned for a sizeable residential
development.

Under the Plan, the Debtor will utilize rents from the Center to
operate it and make all required payments under the Plan.  To the
extent that the funds are inadequate the Debtor will borrow or its
members will contribute adequate sums to perform the Plan.

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

                    About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection on May 24,
2010 (Bankr. N.D. Calif. Case No. 10-55423).  Binder & Malter,
LLP, represents the Debtor.  The Company estimated assets and
debts at $10 million to $50 million.


HARBOR FREIGHT: Moody's Assigns 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to Harbor Freight Tools USA, Inc., and Ba3 ratings to the
company's proposed $750 million senior secured term loan and $25
million secured revolving credit facility.  The ratings assigned
are subject to receipt of final documentation.  The rating outlook
is stable.  Proceeds from the new senior secured term loan will be
used to refinance approximately $479 million of existing debt and
the balance, together with excess cash held by the company, will
be used to fund a dividend to HFT's shareholders.

These ratings were assigned:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- $750 million senior unsecured term loan due 2017 at Ba3 (LGD
     4, 50%)

  -- $25 million senior secured revolver due 2015 at Ba3 (LGD 4,
     50%)

                        Ratings Rationale

HFT's Ba3 Corporate Family Rating reflects its moderate financial
leverage resulting from the proposed transaction.  Pro forma
debt/EBITDA will be in the mid 3 times range (incorporating
Moody's standard analytical adjustments for operating leases).
The ratings are also supported by HFT's high operating margins and
generally consistent positive sales growth.  Moody's believes
value-priced retailers such as HFT, are well positioned in the
current economic environment, as Moody's expect these retailers to
maintain share gains realized during the recessionary economic
environment.

Key credit concerns include the company's relatively small size
relative to larger, better capitalized home improvement retailers,
and long term track record of paying debt financed dividends to
its shareholders.  Over the past 4 years, HFT's debt financed
dividends (inclusive of the proposed transaction) were more than
half of cumulative EBITDA over this period.

The Ba3 rating assigned to the secured credit facilities reflect
their priority first lien position in substantially all assets of
the company along with the fact that it is the only material debt
in HFT's capital structure.

The stable outlook considers that HFT's leverage will not improve
over the long-term despite future earnings growth due to continued
good overall execution.  Moody's anticipates the company will
continue to pay the maximum amount of dividends allowed.  And
while the new loan agreement will include some limitation on HFT's
ability to pay dividends, such restrictions can be amended by a
decision of a simple majority of lenders.

In view of the company's track record of debt financed dividends,
Moody's believes an upgrade in the near term is unlikely.  Longer
term, an upgrade would require greater comfort that HFT's
financial policy will remain balanced and prudent.  At the same
time, the company would need to maintain moderate financial
leverage with debt/EBITDA expected to be sustained below 4.0
times.

Ratings could be downgraded if the company were to undertake
further debt financed dividends that resulted in a sustained
increase in leverage.  Quantitatively, ratings could be downgraded
if Moody's expected the company to sustain debt/EBITDA in excess
of 4.5 times.  The company is involved in certain litigation with
prior owners, and while Moody's believes litigation risk is low,
ratings could also be downgraded if there were any adverse
material legal judgments against HFT.

Headquartered in Calabasas, California, Harbor Freight Tools
USA, Inc., sells tools and equipment through 338 retail stores
in 45 states as well as through the internet and catalogs.
Sales for the fiscal year ending July 31, 2010, were in excess
of $1.5 billion.


HDT WORLDWIDE: Moody's Assigns 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned HDT Worldwide, LLC, a Corporate
Family and Probability of Default ratings of B3, a B1 rating to
planned $325 million senior secured bank facilities and a Caa2
rating to planned $225 million senior unsecured notes issue.  The
rating outlook is stable.

                        Ratings Rationale

Proceeds from the transaction will be used to refinance
approximately $337 million of debt and fund a $163 million
dividend.  Following the transaction and repayment of the debt,
Moody's expect to withdraw all ratings at Hunter Defense
Technologies, Inc., a subsidiary of HDT.

The B3 Corporate Family Rating reflects the large size of the
dividend relative to the free cash flow projected to be generated
over the next few years together with the two very large
acquisitions just completed this year.  While the acquisitions
completed this year are expected to contribute to the company's
profitability and did not increase leverage, the debt being raised
to fund the dividend meaningfully does.  Moody's believes these
transactions reflect a more aggressive financial policy than
existed previously.

The stable outlook is based on the expectation of ongoing
profitable operations and modest debt reductions from free cash
flow.  Maintenance of a good liquidity profile combined with the
likelihood that earnings should be fairly stable over the near-
term are supported by the company's backlog.

The B3 CFR also encompasses HDT's modest operating scale, customer
concentration and the longer term potential for earnings
volatility.  HDT's business and financial risk are partially
mitigated by the Company's good market position in its product
categories, the sole-source status of many of HDT's products to
the U.S. Department of Defense and good penetration of HDT's
environmental control and power generation products within the
U.S. military.  The high growth at some of the recently acquired
businesses could help some rating deleveraging over the rating
horizon.  While the Nordic Air and Airborne acquisitions should
widen HDT's customer range and its environmental control as well
as aerial systems product suite, the businesses do not have a long
track record of operating as a combined entity as these
acquisitions both took place in early 2010.  Additionally, the
rating is supported by Moody's expectation that HDT should
maintain good liquidity primarily through positive free cash flow
throughout the near term.

Given HDT's credit metrics subsequent to the proposed dividend
recapitalization and the combination of the two large acquisitions
done earlier this year, Moody's does not anticipate upward
movement in the Corporate Family Rating in the near-term.
Nonetheless, Moody's could consider upgrading HDT's rating outlook
if current profitability and leverage proves to be sustainable.
HDT's rating could be upgraded if the Company generates ample free
cash flow and if it demonstrates the ability to rapidly de-lever
to a debt-to-EBITDA leverage of less than 5.0x (on a Moody's
standard adjusted basis), incorporating the potential for
acquisitions which further de-lever HDT's balance sheet via
partial equity financings.

Conversely, HDT's rating could be downgraded if the Company's
liquidity deteriorates or its free cash flow becomes negative.
Additional downgrade triggers include material debt-financed
acquisitions or shareholder actions which could delay anticipated
deleveraging.

Moody's assigned these ratings (and LGD point estimates) to HDT
Worldwide, LLC.  The ratings assigned are subject to review of
final documentation:

  -- Corporate Family Rating, B3

  -- Probability of Default Rating, B3

  -- $50 million revolving credit facility due 2015, B1 (LGD-2,
     27%)

  -- $275 million term loan due 2016, B1 (LGD-2, 27%)

  -- $225 million senior unsecured notes due 2017, Caa2 (LGD-5,
     81%)

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

HDT Worldwide, LLC, headquartered in Solon, Ohio, is a provider of
tactical shelters, chemical, biological, radiological, nuclear
filters and collective protective systems, and mobile power and
temperature control equipment for the U.S. military and Homeland
Security.  HDT's Aerial Systems segment manufactures and
distributes parachutes and aerial delivery systems.  The company
is largely owned by affiliates of Metalmark Capital LLC.  Annual
proforma revenues approximate $486 million.


HOLOGIC INC: S&P Assigns 'BB+' Initial Senior Unsec. Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
preliminary senior unsecured debt rating to debt securities and
its 'BB-' preliminary preferred stock rating to preferred stock
registered under Bedford, Mass.-based Hologic Inc.'s well-known
seasoned issuer shelf registration.

The high-speculative-grade rating on manufacturer and supplier of
diagnostic, surgical, and medical imaging equipment and products
Hologic Inc. reflects expectations of modest growth as the economy
has stabilized.  Its fair business risk profile incorporates the
company's sensitivity of capital goods sales to economic
cyclicality, and also reflects technology risk, competitive
threats, and some exposure to reimbursement challenges.  These
risks more than offset the company's well-established positions in
women's health markets, moderate product and geographic diversity,
and the growing contribution of consumables as a percentage of
sales.  A significant, but rapidly improving financial risk
profile, reflects deleveraging that has resulted largely from debt
reduction.  Liquidity is strong.

                           Ratings List

                Hologic Inc. (Unsolicited Rating)

    Corporate Credit Rating                     BB+/Stable/--

                           New Ratings

                Hologic Inc. (Unsolicited Rating)
                     WKSI shelf registration

      Senior Unsecured                          BB+(prelim)
      Preferred stock shelf                     BB-(prelim)


HONOLULU SYMPHONY: To Convert Case to Chapter 7 Liquidation
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Honolulu Symphony orchestra announced on Dec. 10 that
the board voted to convert the reorganization to a liquidation in
Chapter 7 where a trustee will be appointed to sell the assets.
The symphony hasn't performed since bankruptcy.

According to the report, the contract with the musicians' union
and the number of musicians that must be employed presented an
"insurmountable financial burden," the symphony said in a court
filing.  It's "difficult" for a symphony to survive without an
endowment, according to the filing.  The Honolulu Symphony had
none.

Hawaii will be the only state without a professional orchestra,
the musicians' union said in a statement, according to Mr.
Rochelle.

Honolulu Symphony filed for Chapter 11 protection on Dec. 18, 2009
in its hometown (Bankr. D. Hawaii Case No. 09-02978), saying
assets are less than $500,000 while debt exceeds $1 million.  The
symphony blamed the filing on a decline in donations which left
the orchestra unable to cover costs, since ticket sales represent
only 30% of the budget.  The symphony said it would use Chapter 11
to reorganize fundraising activities.


I-10 BARKER: Court OKs Sale of Building for $950,000
----------------------------------------------------
The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the
Southern District of Texas authorized I-10 Barker Cypress, Ltd.,to
sell Building A to Chimney Joint Venture for $950,000 in cash.

Building A comprises more or less 26,969 square feet of retail
space and has three retail tenants.  Building A is located in an
83,000 square foot shopping center on 17.2 acres of commercial
land located in Houston, Texas.

The sale will be free and clear of liens, claims, interests and
encumbrances.

Upon closing of the sale, the proceeds will be paid as:

   i) to all reasonably necessary closing costs and expenses;

  ii) to a reasonable sales commission, if any;

iii) to payment of ad valorem taxes incurred by the Debtor; and

  iv) the balance to be paid to Compass Bank as partial principal
      payment.

                         About I-10 Barker

I-10 Barker Cypress, Ltd., is a Texas limited partnership with its
principal place of business in Houston, Harris County, Texas and
with offices in Houston, Harris County, Texas.  I-10 Baker owns an
83,000 square foot shopping center on 17.2 acres of commercial
land located in Houston, Texas.

Houston, Texas-based I-10 Barker Cypress, Ltd., filed for Chapter
11 bankruptcy protection on August 2, 2010 (Bankr. S.D. Tex. Case
No. 10-36582).  James B. Jameson, Esq., at James Jameson &
Associates, serves as counsel to the Debtor.  The Debtor disclosed
$25,020,145 in assets and  $17,967,067 in liabilities in its
Chapter 11 filing.


JACOB M KOPF: Multiple Debtors' Bid to Hire One Counsel Denied
--------------------------------------------------------------
Judge Martin Glenn issued an opinion to address the proposed
retention by multiple debtors of a single professional under
Section 327(a) of the Bankruptcy Code where the Debtors in the
four cases may hold claims for contribution against one another
and some of the debtors are creditors of others.

The debtor in each of four related bankruptcy proceedings, In re
JMK Construction Group, Ltd., In re George Donohue, In re John
Varacchi, and In re Jacob M. Kopf, filed an application to retain
Pick & Zabicki LLP as counsel to the Debtor in each case.

Debtors Varacchi and Donohue also seek to retain The Law Offices
of Edward Weissman as special litigation counsel pursuant to
Section 327(e) in connection with a judgment rendered against the
Debtors in a federal court action entitled Air China Limited v.
Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was
the impetus for the filing of the bankruptcy petitions.

Debtors JMK Construction Group and Kopf also filed applications
for retention of Peter A. Morales, CPA, PC, as accountant in the
JMK and Kopf bankruptcy cases pursuant to Section 327(a).

The United States Trustee opposes the retention of P&Z as counsel,
Weissman as special counsel and Morales as accountant, arguing
that there are disabling conflicts of interest that preclude
representation by the professionals of more than one debtor.

Air China, as a judgment creditor to the Debtors, opposes the
retention of P&Z and Morales based on what it perceives as P&Z's
failure to disclose material facts relating to the relationships
between the Debtors, and, as a result of such relationships,
ongoing irremediable conflicts of interest.

Judge Glenn rules that as a result of the judgment against the
Debtors in the Air China Case, the Debtors may continue to have a
right of contribution against each other under New York law.  Even
though inter-debtor claims were purportedly "waived" by a letter
filed with the Court, Judge Glenn says the waiver is both
ineffective and insufficient to waive the actual conflicts of
interest present.  Accordingly, Judge Glenn agrees with the U.S.
Trustee and Air China and denies the retention applications of
P&Z, Weissman and Morales.  P&Z, Weissman and Morales may seek
retention as counsel to only one of the Debtors in their
reorganization cases.

A copy of Judge Glenn's December 9 Memorandum Opinion is available
at http://is.gd/iEuAQfrom Leagle.com.

JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968);
John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue
(Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for
Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter
11 bankrutpcy after a jury returned a verdict against them in the
Air China Case, tried before the Hon. Laura Taylor Swain in the
United States District Court for the Southern District of New
York.  JMK and Messrs. Donohue and Varacchi filed on July 23,
2010.  Mr. Kopf filed for Chapter 11 on September 14, 2010.

JMK Construction and Messrs. Donohue and Kopf did not declare
their assets and debts in their petitions.  Mr. Varacchi declared
under $50,000 in debts but did not indicate his total assets.

A copy of the JMK Construction petition is available at:

          http://bankrupt.com/misc/nysb10-13968.pdf

A copy of the Varacchi petition is available at:

          http://bankrupt.com/misc/nysb10-13965.pdf

A copy of the Donohue petition is available at:

          http://bankrupt.com/misc/nysb10-13959.pdf

A copy of the Kopf petition is available at:

          http://bankrupt.com/misc/nysb10-14847.pdf


JMK CONSTRUCTION: Multiple Debtors' Bid to Hire One Counsel Denied
------------------------------------------------------------------
Judge Martin Glenn issued an opinion to address the proposed
retention by multiple debtors of a single professional under
Section 327(a) of the Bankruptcy Code where the Debtors in the
four cases may hold claims for contribution against one another
and some of the debtors are creditors of others.

The debtor in each of four related bankruptcy proceedings, In re
JMK Construction Group, Ltd., In re George Donohue, In re John
Varacchi, and In re Jacob M. Kopf, filed an application to retain
Pick & Zabicki LLP as counsel to the Debtor in each case.

Debtors Varacchi and Donohue also seek to retain The Law Offices
of Edward Weissman as special litigation counsel pursuant to
Section 327(e) in connection with a judgment rendered against the
Debtors in a federal court action entitled Air China Limited v.
Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was
the impetus for the filing of the bankruptcy petitions.

Debtors JMK Construction Group and Kopf also filed applications
for retention of Peter A. Morales, CPA, PC, as accountant in the
JMK and Kopf bankruptcy cases pursuant to Section 327(a).

The United States Trustee opposes the retention of P&Z as counsel,
Weissman as special counsel and Morales as accountant, arguing
that there are disabling conflicts of interest that preclude
representation by the professionals of more than one debtor.

Air China, as a judgment creditor to the Debtors, opposes the
retention of P&Z and Morales based on what it perceives as P&Z's
failure to disclose material facts relating to the relationships
between the Debtors, and, as a result of such relationships,
ongoing irremediable conflicts of interest.

Judge Glenn rules that as a result of the judgment against the
Debtors in the Air China Case, the Debtors may continue to have a
right of contribution against each other under New York law.  Even
though inter-debtor claims were purportedly "waived" by a letter
filed with the Court, Judge Glenn says the waiver is both
ineffective and insufficient to waive the actual conflicts of
interest present.  Accordingly, Judge Glenn agrees with the U.S.
Trustee and Air China and denies the retention applications of
P&Z, Weissman and Morales.  P&Z, Weissman and Morales may seek
retention as counsel to only one of the Debtors in their
reorganization cases.

A copy of Judge Glenn's December 9 Memorandum Opinion is available
at http://is.gd/iEuAQfrom Leagle.com.

JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968);
John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue
(Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for
Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter
11 bankrutpcy after a jury returned a verdict against them in the
Air China Case, tried before the Hon. Laura Taylor Swain in the
United States District Court for the Southern District of New
York.  JMK and Messrs. Donohue and Varacchi filed on July 23,
2010.  Mr. Kopf filed for Chapter 11 on September 14, 2010.

JMK Construction and Messrs. Donohue and Kopf did not declare
their assets and debts in their petitions.  Mr. Varacchi declared
under $50,000 in debts but did not indicate his total assets.

A copy of the JMK Construction petition is available at:

          http://bankrupt.com/misc/nysb10-13968.pdf

A copy of the Varacchi petition is available at:

          http://bankrupt.com/misc/nysb10-13965.pdf

A copy of the Donohue petition is available at:

          http://bankrupt.com/misc/nysb10-13959.pdf

A copy of the Kopf petition is available at:

          http://bankrupt.com/misc/nysb10-14847.pdf


JOHN ANDREWS, SR.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: John Andrews, Sr.
          fdba Bangor Paint Applicators
               BPA
               BPA Contractors
          dba AA Landing Campground
              John Andrews dba BPA Homes
        P.O. Box 597
        Bangor, ME 04402-0597

Bankruptcy Case No.: 10-11881

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtor's Counsel: Perry O'Brian, Esq.
                  46 Columbia Street
                  Bangor, ME 04401
                  Tel: (207) 942-4697
                  E-mail: obrianpa@roadrunner.com

Scheduled Assets: $789,825

Scheduled Debts: $1,868,610

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/meb10-11881.pdf


JOHN VARACCHI: Multiple Debtors' Bid to Hire One Counsel Denied
---------------------------------------------------------------
Judge Martin Glenn issued an opinion to address the proposed
retention by multiple debtors of a single professional under
Section 327(a) of the Bankruptcy Code where the Debtors in the
four cases may hold claims for contribution against one another
and some of the debtors are creditors of others.

The debtor in each of four related bankruptcy proceedings, In re
JMK Construction Group, Ltd., In re George Donohue, In re John
Varacchi, and In re Jacob M. Kopf, filed an application to retain
Pick & Zabicki LLP as counsel to the Debtor in each case.

Debtors Varacchi and Donohue also seek to retain The Law Offices
of Edward Weissman as special litigation counsel pursuant to
Section 327(e) in connection with a judgment rendered against the
Debtors in a federal court action entitled Air China Limited v.
Nelson Li, et al., Docket No. 07-cv-11128 (LTS) (DFE), that was
the impetus for the filing of the bankruptcy petitions.

Debtors JMK Construction Group and Kopf also filed applications
for retention of Peter A. Morales, CPA, PC, as accountant in the
JMK and Kopf bankruptcy cases pursuant to Section 327(a).

The United States Trustee opposes the retention of P&Z as counsel,
Weissman as special counsel and Morales as accountant, arguing
that there are disabling conflicts of interest that preclude
representation by the professionals of more than one debtor.

Air China, as a judgment creditor to the Debtors, opposes the
retention of P&Z and Morales based on what it perceives as P&Z's
failure to disclose material facts relating to the relationships
between the Debtors, and, as a result of such relationships,
ongoing irremediable conflicts of interest.

Judge Glenn rules that as a result of the judgment against the
Debtors in the Air China Case, the Debtors may continue to have a
right of contribution against each other under New York law.  Even
though inter-debtor claims were purportedly "waived" by a letter
filed with the Court, Judge Glenn says the waiver is both
ineffective and insufficient to waive the actual conflicts of
interest present.  Accordingly, Judge Glenn agrees with the U.S.
Trustee and Air China and denies the retention applications of
P&Z, Weissman and Morales.  P&Z, Weissman and Morales may seek
retention as counsel to only one of the Debtors in their
reorganization cases.

A copy of Judge Glenn's December 9 Memorandum Opinion is available
at http://is.gd/iEuAQfrom Leagle.com.

JMK Construction Group, LTD., (Bankr. S.D.N.Y. Case No. 10-13968);
John Varacchi (Bankr. S.D.N.Y. Case No. 10-13965); George Donohue
(Bankr. S.D.N.Y. Case No. 10-13959); and Jacob M. Kopf filed for
Chapter 11 (Bankr. S.D.N.Y. Case No. 10-14847) filed for Chapter
11 bankrutpcy after a jury returned a verdict against them in the
Air China Case, tried before the Hon. Laura Taylor Swain in the
United States District Court for the Southern District of New
York.  JMK and Messrs. Donohue and Varacchi filed on July 23,
2010.  Mr. Kopf filed for Chapter 11 on September 14, 2010.

JMK Construction and Messrs. Donohue and Kopf did not declare
their assets and debts in their petitions.  Mr. Varacchi declared
under $50,000 in debts but did not indicate his total assets.

A copy of the JMK Construction petition is available at:

          http://bankrupt.com/misc/nysb10-13968.pdf

A copy of the Varacchi petition is available at:

          http://bankrupt.com/misc/nysb10-13965.pdf

A copy of the Donohue petition is available at:

          http://bankrupt.com/misc/nysb10-13959.pdf

A copy of the Kopf petition is available at:

          http://bankrupt.com/misc/nysb10-14847.pdf


JOSEPH MCGIVNEY: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph P. McGivney
        2002 36th St NW
        Gig Harbor, WA 98335

Bankruptcy Case No.: 10-50104

Chapter 11 Petition Date: December 9, 2010

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

Judge: Brian D. Lynch

Debtor's Counsel: Shelly Crocker, Esq.
                  CROCKER LAW GROUP PLLC
                  720 Olive Wy, Ste 1000
                  Seattle, WA 98101
                  Tel: 206-624-9894
                  E-mail: scrocker@crockerlaw.com

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

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

Debtor's List of 18 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Franchise Capital   Personal guarantee     $5,200,000
One Maynard Dr #2104
Park Ridge, NJ 07656

GE Capital                Personal guarantee     $2,600,000
8377 E Hartford Dr #200
Scottsdale, AZ 85255

Richard F. Zydek          Personal loan          $211,814
615 Wood Ave
Sumner, WA 98124

Bank of the Cascades      Personal guarantee     $200,000
4128 Adams St
Garden City, ID 83714

Pierce Co Assessor        Commercial Property    $79,624

Chase Card Svcs           Credit Card            $33,357

IRS                       1040 for 12/31/08      $30,000

Citibank SD NA            Credit card            $17,930

Bank of America           Credit card            $13,759

Chase Card Svcs           Credit card            $10,455

Wells Fargo Bank NA       Personal LOC           $9,901

Wells Fargo Card Svcs     Advance line           $9,272
                          of credit

Bank of America           Credit card            $1,918

Chevron/GE Money          Credit card            $604

Choice Visa               Credit card            $500

DirecTV                   Phoenix Biltmore       $214
                          Utility

Cox Communications        Phoenix Biltmore       $174
                          Utility

Qwest                     Phoenix Biltmore       $64
                          Utility


KARSONS INT'L: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Karsons International, Inc.
        357 Highway 304
        Calera, AL 35040

Bankruptcy Case No.: 10-07307

Chapter 11 Petition Date: December 10, 2010

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

Debtor's Counsel: Heather A. Lee, Esq.
                  BURR & FORMAN LLP
                  420 No 20th Street
                  3400 Wachovia Tower
                  Birmingham, AL 35203
                  Tel: (205) 251-3000
                  E-mail: hlee@burr.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/alnb10-07307.pdf

The petition was signed by Nouman A. Malik, president.


KH FUNDING: Section 341(a) Meeting Scheduled for Jan. 3
-------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of KH Funding
Company's creditors on January 3, 2011, at 10:00 a.m.  The meeting
will be held at 6305 Ivy Lane, Sixth Floor, Greenbelt, MD 20770.

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

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

Silver Spring, Maryland-based KH Funding Company filed for Chapter
11 bankruptcy protection on December 3, 2010 (Bankr. D. Md. Case
No. 10-37371).  Lawrence Coppel, Esq., who has an office in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


LANLE NGUYEN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lanle T. Nguyen
        4298 Soto Grande Circle
        Corona, CA 92883

Bankruptcy Case No.: 10-49581

Chapter 11 Petition Date: December 9, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Ellen Carroll

Debtor's Counsel: Marcus Gomez, Esq.
                  12749 Norwalk Blvd., Suite 204A
                  Norwalk, CA 90650
                  Tel: (562) 929-2309
                  E-mail: marcusgomez@verizon.net

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

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

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-49581.pdf


LASANDRA WHITE: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lasandra Charis Smith White
        161 Laurelwood Drive
        Novato, CA 94949

Bankruptcy Case No.: 10-14745

Chapter 11 Petition Date: December 9, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-14745.pdf


LDK SOLAR: Increases Cash Consideration for Exchange Offer
----------------------------------------------------------
LDK Solar Co., Ltd., has amended its offer to exchange up to
$300 million in aggregate principal amount of its currently
outstanding 4.75% Convertible Senior Notes due 2013 (CUSIP Nos.
50183L AA 5 and 50183L AB 3) for an equal aggregate principal
amount of a newly issued class of 4.75% Convertible Senior Notes
due 2013 and cash in an amount not greater than $85 nor less than
$60 to increase the cash consideration that it will pay in
connection with the Exchange Offer to an amount not greater than
$100 nor less than $85.

The Exchange Offer is not conditioned on the tender of any minimum
aggregate principal amount of Existing Notes.  The Exchange Offer
is, however, subject to certain other conditions.

Holders of Existing Notes will receive an Amended Letter of
Transmittal reflecting the increase in the Cash Consideration.
For each $1,000 principal amount of Existing Notes, holders will
receive $1,000 principal amount of New Notes plus the Cash
Consideration.  The amount of Cash Consideration will be
determined by the modified "Dutch Auction" procedure described in
the Exchange Offer Memorandum dated November 24, 2010.  In
addition, holders of Existing Notes whose Existing Notes are
accepted for exchange in the Exchange Offer will be paid cash in
an amount equal to the accrued and unpaid interest on the Existing
Notes up to, but excluding, the settlement date of the Exchange
Offer.

As of December 9, 2010, approximately $395 million in aggregate
principal amount of the Existing Notes were outstanding.

The portion of the Exchange Consideration consisting of the Cash
Consideration will be paid for with cash on hand.

Holders of Existing Notes who have already tendered Existing Notes
and who do not wish to change the Cash Consideration they have
submitted in the modified "Dutch Auction" procedure will not need
to take any further action.  Holders of Existing Notes who have
already tendered Existing Notes and who wish to change the Cash
Consideration they have submitted in the modified "Dutch Auction"
procedure must withdraw their previous tenders and submit new
tenders in accordance with the procedures described in the
Exchange Offer Memorandum and the Amended Letter of Transmittal.

The Exchange Offer is scheduled to expire at 11:59 p.m., New York
City time, on December 22, 2010, unless the Exchange Offer is
extended.  Tendered Existing Notes may be withdrawn at any time on
or prior to the expiration date of the Exchange Offer.

If the amount of Existing Notes validly tendered and not properly
withdrawn on or prior to the expiration date at or below the Cash
Consideration exceeds the Exchange Offer Amount, LDK Solar will
accept for payment the Existing Notes that are validly tendered
and not properly withdrawn from the Exchange Offer at or below the
Cash Consideration on a pro rata basis from among such tendered
Existing Notes.

The financial advisor for the Exchange Offer is Piper Jaffray &
Co., the information agent for the Exchange Offer is Georgeson
Inc. and the exchange agent for the Exchange Offer is The Bank of
New York Mellon.

                         About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/--
manufactures photovoltaic products and multicrystalline wafers.
LDK Solar's headquarters and manufacturing facilities are located
in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China.  LDK Solar's office in the United
States is located in Sunnyvale, California.

The Company's balance sheet at December 31, 2009, showed
US$4.384 billion in assets, US$3.507 billion of liabilities, and
US$876.9 million of stockholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter-Asia Pacific on
July 6, 2010, LDK Solar said in its annual report on Form 20-F for
the year ended December 31, 2009, that at yearend, the Company had
a working capital deficit of US$833.6 million and an accumulated
deficit of US$32.8 million.  The Company said, "During the year
ended December 31, 2009, we incurred a net loss of US$234.2
million [attributable to LDK Solar Co., Ltd. shareholders].  As of
December 31, 2009, we had cash and cash equivalents of US$384.8
million, most of which are held by subsidiaries in China.  Most of
our short-term bank borrowings and current installments of our
long-term debt totaling US$978.6 million are the obligations of
these subsidiaries.  We may also be required by the holders of our
convertible senior notes to repurchase all or a portion of such
convertible senior notes with an aggregate principal amount of
US$400.0 million on April 15, 2011.  These factors initially
raised substantial doubt as to our ability to continue as a going
concern.  We are in need of additional funding to sustain our
business as a going concern, and we have formulated a plan to
address our liquidity problem."

The Company cautioned that "we cannot assure you that we will
successfully execute our liquidity plan.  If we do not
successfully execute such plan, we may have substantial doubt as
to our ability to continue as a going concern."


LIONS GATE: Icahn Pulls Out Tender Offer After State Court Ruling
-----------------------------------------------------------------
Carl C. Icahn on Monday said the offer by his affiliated entities
to purchase any and all of the outstanding common shares of Lions
Gate Entertainment Corp. for $7.50 per share in cash has expired.
The offer had been conditioned upon the New York State Supreme
Court granting, by 11:59 p.m., Vancouver  time, on December 10,
2010, the Icahn Group's motion for a preliminary injunction
preventing the Lions Gate common shares issued on July 20, 2010 to
a fund controlled by director Mark Rachesky from being voted at
the 2010 annual general meeting of Lions Gate shareholders. This
condition was not met. As a result, Mr. Icahn and his affiliated
entities will not purchase any of the Lions Gate common shares
that were tendered in the offer.  All Lions Gate common shares
that were previously tendered and not withdrawn will be returned
promptly.

The Supreme Court of the State of New York on December 8 denied
the Icahn Group's motion for a preliminary injunction regarding
the Company's deleveraging transaction, and permitted Lionsgate
director Mark H. Rachesky, M.D. to vote all shares at the
Company's 2010 annual general meeting.

Mr. Icahn is Lions Gate's largest shareholder with a 33% stake.
Mr. Icahn had alleged that management conspired with large
shareholders to thwart his bid for Lions Gate.

Lionsgate's 2010 Annual General Meeting of Shareholders is
scheduled for December 14, 2010 at 10:00 a.m. PT in Los Angeles,
California.  Lionsgate shareholders of record as of 5:00 p.m. ET
on November 12, 2010 will be entitled to vote at the Meeting.

Mr. Icahn stated: "We are disappointed that our motion for a
preliminary injunction barring the voting of the shares issued to
director Mark Rachesky was not granted, but we are pleased that
the judge agreed to hold a full trial on the matter within the
next several months and will require Lions Gate to hold a meeting
of shareholders again in September 2011 following his ruling in
the case.  We will continue to monitor the situation at Lions Gate
and will aggressively take all actions necessary to protect our
investment, and we reserve all of our rights with respect to Lions
Gate and its securities.  We are pleased that ISS agreed with our
view that change is necessary at Lions Gate and recommended that
shareholders do not vote on management's blue proxy card.  We
recognize that it is now virtually impossible for us to prevail in
the proxy contest due to the dilutive transaction in question.
Nevertheless, we encourage shareholders to voice their
dissatisfaction by voting for our slate of nominees on the GOLD
proxy card. We thank all those who have voiced support for our
effort."

                         About Lions Gate

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

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

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


LITHIUM TECHNOLOGY: Reports $64,000 Net Income in June 30 Quarter
-----------------------------------------------------------------
Lithium Technology Corporation filed its quarterly report on
Form 10-Q, reporting net income of $64,000 on $1.32 million of
sales for the three months ended June 30, 2010, compared
with a net loss of $3.05 million on $1.76 million of sales for
the same period last year.

The Company's balance sheet at June 30, 2010, showed $8.47 million
in total assets, $28.49 million in total liabilities, and a
stockholders' deficit of $20.02 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Amper, Politziner & Mattia LLP, in Edison, N.J., expressed
substantial doubt about Lithium Technology's ability to continue
as a going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has recurring losses
from operations since inception and has a working capital
deficiency.

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

               http://researcharchives.com/t/s?70d9

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.


MARCIA CALLAHAN: Dist. Ct. Affirms Ruling on Tax Liens
------------------------------------------------------
District Judge William G. Young affirmed a bankruptcy court ruling
that certain federal tax liens assessed against James C. Callahan,
the non-debtor spouse of Marcia L. Callahan, and recorded against
property in Falmouth, Massachusetts, were invalid because the
government could not trace tax liens on encumbered funds to the
Falmouth Property.

The government took an appeal of the March 18, 2010 Bankruptcy
Court Order.

The case is United States of America Defendant-Appellant, v.
Marcia L. Callahan, Plaintiff-Appellee, Case No. 10-CV-10924 (D.
Mass.).  A copy of the District Court's Memorandum and Order dated
December 8, 2010, is available at http://is.gd/iEpwtfrom
Leagle.com.

Marcia L. Callahan, in North Falmouth, Massachusetts, filed for
Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 06-13513) on
October 5, 2006.  Judge William C. Hillman presided over the case.
L. Jed Berliner, Esq., at Berliner Law Firm in Springfield, served
as Debtor's counsel.  In her petition, the Debtor estimated less
than $10,000 in assets and $1 million to $10 million in debts.


MARIO ALVARADO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Mario Alvarado
                 aka Mario Roberto Alvarado
                     Mario R. Alvarado
               Teresa Alvarado
                 aka Teresa D. Albarado
                     Theresa Alvarado
                     Teresa D. Alvarado
                     Teresa Ayala Alvarado
                     Teresa J. Alvarado
                     Teresa D. DeAlvarado
                     Teresa DeAlvarado
               10 49th Street SE, #101
               Washington, DC 20019

Bankruptcy Case No.: 10-01208

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtors' Counsel: Edward Gonzalez, Esq.
                  EDWARD GONZALEZ PC
                  2405 Eye Street, NW, Suite 1A
                  Washington, DC 20037
                  Tel: (202) 822-4971
                  Fax: (202) 822-4972
                  E-mail: EG@money-law.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' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/dcb10-01208.pdf


MILTON ATHANASOPOULOS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Milton G. Athanasopoulos
        678 Massachusetts Ave
        Boston, MA 02119

Bankruptcy Case No.: 10-23357

Chapter 11 Petition Date: December 10, 2010

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

Judge: Joan N. Feeney

Debtor's Counsel:  Timothy M. Mauser, Esq.
                   LAW OFFICE OF TIMOTHY MAUSER, ESQ.
                   Suite 240, One Center Plaza
                   Boston, MA 02114
                   Tel: (617) 338-9080
                   Fax: (617) 275-8990
                   E-mail: tmauser@mauserlaw.com

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

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

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


MOLECULAR INSIGHT: Section 341(a) Meeting Scheduled for Jan. 10
---------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of Molecular
Insight Pharmaceuticals, Inc.'s creditors on January 10, 2011, at
1:00 p.m.  The meeting will be held at Suite 1055, U.S. Trustee
Office, J.W. McCormack Post Office & Court House, 5 Post Office
Square, 10th Fl, Suite 1000, Boston, MA 02109.

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

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

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., filed for Chapter 11 bankruptcy protection on December 9,
2010 (Bankr. D. Mass. Case No. 10-23355).  The Debtor disclosed
$36,453,000 in total assets as of September 30, 2010, and
$198,829,000 in total debts as of September. 30, 2010.

Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, serves as
the Debtor's local Massachusetts counsel.  Kramer Levin Naftalis &
Franklin LLP serves as the Debtor's lead bankruptcy counsel.
Foley & Lardner LLP is the Debtor's bankruptcy counsel.  CRT
Capital Group LLC is the Debtor's financial advisor.  Tatum LLC, a
division of SFN Professional Services LLC, is the Debtor's
financial consultant.


MORROW'S CAFE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Morrow's Cafe, Inc.
          dba Woody's Place
              Woody's Tavern
              Woody's Cafe
        102 E. 18th Avenue
        North Wildwood, NJ 08260

Bankruptcy Case No.: 10-48085

Chapter 11 Petition Date: December 9, 2010

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

Judge: Judith H. Wizmur

Debtor's Counsel: Douglas S. Stanger, Esq.
                  FLASTER/GREENBERG
                  646 Ocean Heights Avenue
                  Linwood, NJ 08221
                  Tel: (609) 645-1881
                  Fax: (609) 645-9932
                  E-mail: doug.stanger@flastergreenberg.com

Scheduled Assets: $267,850

Scheduled Debts: $1,648,095

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-48085.pdf

The petition was signed by Thomas Sawyer, Jr., vice-president.


MT. JORDAN: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Mt. Jordan Limited Partnership
        dba Mt. Jordan Limited, A Utah Limited Partnership
        600 East 11800 South
        Draper, UT 84020

Bankruptcy Case No.: 10-37050

Chapter 11 Petition Date: December 9, 2010

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

Judge: R. Kimball Mosier

Debtor's Counsel: Steven C. Strong, Esq.
                  PARSONS KINGHORN HARRIS PC
                  111 E. Broadway, Suite 1100
                  Salt Lake City, UT 84111
                  Tel: (801) 415-0120
                  Fax: (801) 363-4378
                  E-mail: scs@pkhlawyers.com

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

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

The petition was signed by Griffith Lyn Kimball, general partner.

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Porter's Point LLC        Potential claims       $800,000
c/o Mark Shea, Manager
12511 Bear Cub Circle
Draper, UT 84020


NATIONAL BEDDING: Moody's Rates Amended $425 Mil. Loan at 'B1'
--------------------------------------------------------------
Moody's Investors Service rated National Bedding's (dba Serta)
amended and extended $425 million first lien term loan B1 and
affirmed all other ratings, including the B2 CFR and PDR and
$210 million second lien term loan.  The outlook remains stable.

The amendment to the first lien term loan extends the maturity
date to November 2013 from February 2013, while at the same time
paying down the first lien by $40 million with cash on hand.  The
amendment also revises the payment schedule to a lump sum at
maturity versus $100 million quarterly payments that commenced in
Q2 2012 with a bullet final payment.  "While the maturity date was
only extended nine months, the revision of the payment schedule
provides a significant boost to Serta's liquidity profile,
especially as they did not renew the revolver when it expired in
August," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.

In addition to revising the first lien payment and maturity
schedule, Serta's liquidity profile is highlighted by cash
balances around $100 million (proforma), generation of $40 million
to $50 million of free cash flow, no near term debt maturities and
lack of financial covenants.  Serta's liquidity is constrained by
not having a revolver (although they have historically not used
the revolver) and by the seasonality of its cash flows with cash
typically consumed in the fourth quarter because of working
capital increases.  "We believe Serta's financial sponsors, Ares
Management LLC and Ontario Teachers Private Capital would provide
Serta with additional liquidity given their significant equity
investment in the holding company that owns both Serta and
Simmons," noted Cassidy.

                         Rating Rationale

With a market share approaching 15%, Serta is one of the top
mattress companies in the mid-price segment.  The ratings reflect
Moody's expectation that Serta will continue to generate good free
cash flow and have good liquidity.  The B2 corporate family rating
also reflects Serta's mixed credit metrics, with adjusted leverage
over 6x, but double digit EBITA margins and interest coverage over
4x.  The B2 rating is constrained by the: integration risk
associated with Simmons as they share common financial sponsors;
volatility in profitability and cash flows experienced during the
Great Recession; modest scale with revenue around $800 million;
and by the continuing uncertainty in discretionary consumer
spending, especially for middle income consumers.

The stable outlook reflects Moody's belief that discretionary
consumer spending for mattresses has materially stabilized,
although at reduced levels.  Earnings and cash flow are
expected to essentially remain at their current levels for the
near to mid-term, absent another cliff event as uncertainty
prevails among Serta's target customer of low to middle-end
consumers.  Maintaining a good liquidity profile is a condition
for the stable outlook.

A downgrade is not likely in the near term.  However, the outlook
could turn to negative or even be downgraded if macro-economic
events such as the European Sovereign debt crisis materially
affects middle income discretionary consumer spending.  Key credit
metrics driving a potential negative outlook would be leverage
approaching 7x -- 8x, single digit operating margins or the
consumption of operating cash flow.  Key credit metrics driving a
potential downgrade would be leverage approaching 10x and the
consumption of cash for a sustained period.

Positive rating actions could happen if discretionary consumer
spending for low and mid tier consumers were to unexpectedly
increase.  Key credit metrics driving a positive outlook would be
adjusted leverage below 5x, retained cash flow to net adjusted
debt in the high teens and adjusted operating margins remaining in
the double digits.  Key credit metrics driving an upgrade would be
adjusted leverage sustained below 4x and retained cash flow to net
adjusted debt above 20%.

Rating assigned/assessment revised

  -- $425 million senior amended and extended secured 1st lien
     term loan at B1 (LGD 3, 34% from LGD 3, 32%);

Ratings affirmed/assessments revised:

  -- Corporate family rating at B2;

  -- Probability of default rating at B2;

  -- $210 million senior secured second lien at Caa1 (LGD 5, 85%
     from LGD 5, 83%)

The last rating action was on December 7, 2009, where Moody's
affirmed all of Serta's rating and revised the outlook to stable.

National Bedding Company, based in Hoffman Estates, Illinois, is a
major manufacturer of mattresses under the Serta brand name.  Net
sales for the twelve months ended September 30, 2010 approximated
$810 million.


NII HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has confirmed the B1 corporate family
rating and probability of default rating for NII Holdings Inc.
This action concludes the review for possible upgrade initiated on
May 25, 2010, after NII and Grupo Televisa, S.A.B. announced their
intention to form a joint-venture in Mexico.  Under the agreement,
Televisa was to invest $1.44 billion in cash for an initial 30%
equity stake in Nextel Mexico.  The B1 rating has been confirmed
following the termination of both the contemplated joint venture
and cash infusion by Televisa.  The outlook is stable.

Moody's has downgraded the rating of NII Capital Corp.'s senior
unsecured notes from B1 to B2 as a result of changes, both actual
and projected, in NII's capital structure which reduce the loss
protection beneath the senior unsecured notes and increase the
expected loss of this debt class.

Moody's has taken these rating actions:

Issuer: NII Holdings, Inc.

* Corporate Family Rating, Confirmed B1
* Probability of Default Rating, Confirmed B1
* Speculative Grade Liquidity -- SGL 1

Outlook: Stable

Issuer: NII Capital Corp.

* $800 Million Senior Unsecured Notes due 2016, Downgraded B2
  (LGD4 -- 61%)

* $500 Million Senior Unsecured Notes due 2019, Downgraded B2
  (LGD4 -- 61%)

                        Ratings Rationale

NII Holding's corporate family rating reflects the company's
modest leverage, small scale and the highly competitive
environment in which it operates as well as the capital intensity
of the industry.  The B1 rating also recognizes the sovereign,
financial, operating and event risk inherent in NII's Latin
American target markets.

The rating is supported by NII's broad base of recurring revenues
which have grown steadily, even through a difficult economic
backdrop and the downward trend of service pricing.  Additionally,
the company's exposure to the rapidly expanding markets in Mexico
and Brazil offer an opportunity to continue growth.  NII's ratings
are further supported by its above average pricing and premium
service offering, which results in high margins despite small
relative market shares.

The downgrade of NII Capital's senior unsecured notes from B1 to
B2 reflects the significant liabilities, both debt and non-debt,
held at NII's operating companies and Moody's expectation that
these liabilities will increase materially in the future since
they provide a currency hedge in addition to offering attractive
economics.  Although NII Capital's senior unsecured notes are
guaranteed by NII Holdings (the parent), there are no subsidiary
guarantees from the operating companies, which limits the
collateral to support the debt at NII Capital.  The senior
unsecured notes at NII Capital do benefit from loss protection
offered by the unsecured convertible notes at NII Holdings.  Given
NII's plans for growth and capital requirements, Moody's
anticipates that the $1.1 billion of 3.125% convertible notes,
which are scheduled to mature in June of 2012, will be refinanced.
If these notes are replaced with debt that is structurally more
senior to NII Capital's senior unsecured notes, the loss
protection offered to the NII Capital senior unsecured notes could
disappear, placing additional pressure on ratings of the unsecured
debt of NII Capital.

Moody's views NII's liquidity as good, and projects the company
will exit 2010 with over $2.0 billion in cash.  NII does not
maintain a revolving credit facility, but the company does utilize
a wide array of local funding in the markets in which it operates.

The ratings could face upward pressure if the company is able to
sustain strong operating and financial trends while continuing to
address competitive positioning concerns regarding the company's
technology portfolio.  Upwards rating pressure would also be
contingent on management's ongoing commitment to a conservative
capital structure.  Specifically, if the company were likely to
sustain Debt to EBITDA below 3.0 times while generating free cash
flow as a percentage of debt in the mid-single digits, positive
ratings pressure could develop.

Moody's would likely lower the company's rating if its subscriber
growth stalls, churn increases or pronounced EBITDA margin erosion
develops due to competitors encroaching on the company's post-pay,
PTT customer base.  In addition, if the company's credit metrics
and/or cash position were to dramatically deteriorate (i.e. Debt
to EBITDA trending towards 4.0 times) due to aggressive spectrum
or asset acquisitions, its ratings could be negatively impacted.

The last rating action Moody's has made on NII was on May 25, 2010
when the company was put on review for possible upgrade.

With headquarters in Reston, Virginia, NII Holdings, Inc. is an
international wireless operator with more than 8.5 million largely
post-pay, business subscribers that value the company's PTT
service offering built from Motorola Inc.'s iDEN technology.


NORTHERN 120: Status Hearing on Plan Confirmation Set December 16
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will hold a
status hearing on the confirmation of Northern 120, LLC's plan of
reorganization on December 16, 2010, at 2:00 p.m.

As reported in the Troubled Company Reporter on February 22, 2010,
the Plan proposes to give secured creditors the opportunity to be
paid in full on their allowed secured claims immediately, or to
remain as investors under new notes, and with an opportunity to
share in the potential upside of the development.  In addition,
the Plan will result in the unsecured creditors receiving a
substantial payout.  General unsecured claims will share pro rata
from the sum of $200,000.  The interest holders will arrange for
the infusion of the $200,000 into the reserve account for the
payment of this class.

The Plan will be implemented by the retention of its existing
management.  This implementation will also include the management
and disbursement of the funds infused by the interest holders.
The interest holders, through a payment from their funding source
made for their benefit, will place $200,000 in escrow in the trust
account of the Debtor's bankruptcy counsel within 15 days prior
to the final hearing on confirmation of the Debtor's Plan.  These
funds will become a part of the estate and fund the obligations,
including the Reserve Account, at confirmation.  These funds will
only be available to, and become a part of, the estate as of
confirmation.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/NORTHERN120_AmendedDS.pdf

                        About Northern 120

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
estimated $10 million to $50 million in assets and debts in its
Chapter 11 petition.


OMNICARE INC: S&P Assigns 'BB' Rating to New $575 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
subordinated debt rating and '4' recovery rating to the company's
new $575 million 3.75% senior subordinated notes due 2025.  The
'4' recovery rating indicates S&P's expectation of average (30%-
50%) recovery in the event of a default.

At the same time, S&P revised its recovery ratings on all existing
subordinated debt to '4' from '3'.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%) recovery in the
event of a default.

In addition, S&P affirmed all other ratings, including its 'BB'
corporate credit rating on Omnicare.  S&P's rating outlook is
stable.

"S&P's ratings on Omnicare reflect its expectation that industry
pressures and an ongoing restructuring will limit growth with only
very modest operating margin improvements over the next year,"
said Standard & Poor's credit analyst Jesse Juliano.  Nonetheless,
S&P expects free cash flow to remain solid, providing the company
with the capacity to continue small acquisitions without the need
for additional borrowings over this period.

S&P views the business risk profile as fair, as the company's
narrow business focus exposes it to industry-specific risks, such
as the potential for future reimbursement pressure.  In addition,
Omnicare has experienced a number of operating shortfalls since
its debt-financed acquisition of NeighborCare Inc. in 2005 and the
2006 implementation of Medicare Part D.  Also, it has experienced
a decline in the number of beds served over the past few years and
recent management turnover introduces some additional risk.  The
company's opportunity to capitalize on its leading position as a
provider of pharmacy services to nursing homes and other long-term
care providers partially offsets those risks.  Its ability to
generate free cash flow despite numerous operating hurdles over
the past few years suggests that Omnicare will likely remain
within the guidelines for a significant financial risk profile.


OSCAR SANDOVAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Oscar Sandoval
               Maribel Sandoval
               16601 Woodmont Pl.
               Hacienda Heights, CA 91746

Bankruptcy Case No.: 10-62805

Chapter 11 Petition Date: December 10, 2010

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

Judge: Peter Carroll

Debtor's Counsel: Maria V. Primushko, Esq.
                  LAW OFFICE OF MARIA V. PRIMUSHKO
                  5301 Laurel Canyon Blvd Ste 214
                  Valley Village, CA 91607
                  Tel: (818) 760-8292
                  Fax: (818) 760-8161
                  E-mail: prim_mar@yahoo.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.


OWEN AVENUE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Owen Avenue LLC
        508 Owen Avenue North
        Lehigh Acres, FL 33971-6313

Bankruptcy Case No.: 10-29511

Chapter 11 Petition Date: December 10, 2010

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

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  2304 E. Fletcher Avenue
                  Tampa, FL 33612
                  Tel: (813) 374-2285
                  Fax: (813) 374-2289
                  E-mail: leonwill@gte.net

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-29511.pdf

The petition was signed by John H. Bowman, managing partner.


PARTY LINE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Party Line Tent & Party, LLC
        2498 Centerville Road
        Tallahassee, FL 32308

Bankruptcy Case No.: 10-41142

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  THOMAS B. WOODWARD, ATTY.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456
                  E-mail: woodylaw@embarqmail.com

Scheduled Assets: $634,791

Scheduled Debts: $1,211,084

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb10-41142.pdf

The petition was signed by Bradley Richardson, managing member.


PAUL ROSA: Files for Chapter 11 Protection
------------------------------------------
Paul Rosa, Inc., doing business as Rosa's Home Stores, filed for
Chapter 11 protection in Buffalo, New York, on Dec. 9, 2010
(Bankr. W.D. N.Y. Case No. 10-15205).

James Fink at Business First reports that Rosa's Home Stores first
opened in 1981.  The locally owned and operated retailer is
headquartered in Cheektowaga and sells name brand furniture,
appliances, electronics, and mattresses.

According to the report, the filing claimed the Company has
between 1,000 and 5,000 creditors including $408,951 owed to
Action Industries Inc., $173,287 to the Buffalo News and $130,524
to the Whirlpool Corp.  Electrolux Corp. is owed nearly $193,000.


PAUL ROSA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Paul Rosa, Inc.
          dba Rosa's Home Stores
          aka Rosa's Superstores
              Rosa's Home Center
        2331 Union Road
        Cheektowaga, NY 14227

Bankruptcy Case No.: 10-15205

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Camille W. Hill, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8627
                  E-mail: chill@bsk.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/nywb10-15205.pdf

The petition was signed by Dean J. Rallo, president.


PEARLY GROVE: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pearly Grove Baptist Church, Inc.
        753 E. Church Avenue
        Fresno, CA 93706

Bankruptcy Case No.: 10-64297

Chapter 11 Petition Date: December 10, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Hilton A. Ryder, Esq.
                  5 River Park Place East
                  P.O. Box 28912
                  Fresno, CA 93729-8912
                  Tel: (559) 433-1300

Estimated Assets: $0 to $50,000

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/caeb10-64297.pdf

The petition was signed by Charles Dickerson, senior pastor.


PEARVILLE LP: Presents Amended Plan for Confirmation
----------------------------------------------------
On November 11, 2010, Pearville, L.P., and LVH Pearville, LLC,
2010, filed their Amended Disclosure Statement and Amended Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of Texas.  On November 23, 2010, the Plan Proponents
delivered to the Bankruptcy Court an amended Plan.

The amended Joint Plan contemplates that LVH Pearville will
provide the Exit Financing to the Debtor on the Effective Date in
an amount sufficient to (i) provide additional operating capital
for the Reorganized Debtor; (ii) fund the cure payments for
executory contracts and leases to be assumed by the Reorganized
Debtor; and (iii) fund the payments to allowed administrative
expense claims, allowed priority tax claims, and allowed general
unsecured claims under Class 3.

In exchange for providing the Exit Financing, LVH Pearville will
receive (i) 100% of the equity interest in the Reorganized Debtor;
and (ii) a lien on all of the Reorganized Debtor's assets to
secure the amount of the exit financing as well as any future cash
infusions necessary to fund cash flow deficiencies until the
project is able to generate a positive cash flow.  On the
Effective Date, the Debtor, now a limited partnership, will be
converted to a limited liability company.

On November 30, 2010, the Plan Proponents received final approval
of the Disclosure Statement from the Bankruptcy Court.

The hearing to consider confirmation of the Plan was scheduled for
December 13, at 3:00 p.m., before the Honorable Karen K. Brown,
U.S. Bankruptcy Judge, 515 Rusk, Courtroom 403, in Houston, Texas.

                Treatment of Claims and Interests
            Under Amended Joint Plan of Reorganization

Class 1. Secured Portion of IBC $8.4 Million Note. The Claim will
        be capitalized as the Class 1 Claim Note with a principal
        amount of $7,776,000, with interest payable in equal
        payments commending on January 31, 2011. The Note will be
        paid in full on January 31, 2010. The holder of the Class
        1 Claim is entitled to vote.

Class 2. IBC $7.6 Million Note. Upon receipt of the Settlement
        Payment and a full and final release of the T&S ("Tribble
        & Stephens Constructors, Ltd.") Litigation, IBC will (i)
        cancel all indebtedness and discharge the IBC $7.6 Million
        Note; and (ii) release all liens encumbering the PAD
        Sites. The holder of the Class 2 Claim is entitled to
        vote.

Class 3. General Unsecured Claims. Each holder of an Allowed
        Unsecured Claim will be paid its pro rata share of $50,000
        ninety days after the Effective Date, or the date said
        Claim becomes an Allowed Claim. The holders of Class 3
        Claims are entitled to vote.

Class 4. Consolidated Van Hessen Claim. On the Effective Date, the
        Class 4 Claim will be consolidated and capitalized as the
        Class 4 Claim Note with a principal amount of
        $3,848,125.94, with interest payable in equal payments
        commencing on January 31, 2011, for a period of 12 months.
        Thereafter, the Class 4 Claim Note will be amortized over
        a six month (five year) period. The Class 4 Claim Note is
        not secured by any collateral in the Reorganized Debtor's
        Assets. The Holder of the Class 4 Claim is entitled to
        vote.

Class 5. Partnership Interests. Holders of Partnership Interest in
        the Debtor will surrender their Partnership Interests.
        Class 5 is impaired and is deemed to reject the Plan.

A complete text of the Amended Plan, dated November 23, 2010, is
available for free at:

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

                      About Pearville, L.P.

Houston, Texas-based Pearville, L.P., is a Texas limited
partnership.  The Partnership was formed to design, develop,
construct and market a master planned development in Houston,
Texas (the "Pearville Project").  Unable to secure additional
financing or modification of its debt service obligations, the
Partnership filed for Chapter 11 bankruptcy protection on May 14,
2010 (Bankr. S.D. Texas Case No. 10-34074).  Thomas H. Grace,
Esq., at Spencer Crain Cubbage Healy & McNamara, assists the
Debtor in its restructuring effort.  In its schedules, the Debtor
disclosed $12,233,583 in total assets and $11,993,598 in total
liabilities.


PETTERS GROUP: Ritchie Capital Petitions for Writ of Certiorari
---------------------------------------------------------------
Ritchie Capital Management, L.L.C., an alternative investment
firm, disclosed that on December 1, 2010 it filed a petition for a
Writ of Certiorari asking the U.S. Supreme Court to review
decisions of the Minnesota Federal District Court and Eighth
Circuit Court of Appeals denying restitution to the victims of
Thomas Petters' $3.5 billion Ponzi scheme.  The case seeks
enforcement of victims' rights conferred by the Mandatory Victim
Restitution Act of 1996 (MVRA) and the Crime Victims Rights Act of
2004 (CVRA).  These two statutes made revolutionary changes in the
way business should be conducted in criminal courts - for the
first time, giving crime victims enforceable rights in criminal
cases.

Ritchie Capital Management asks the Supreme Court to decide an
issue on which the circuits are split - whether a sentencing court
may deny mandatory restitution to the victims of fraud because it
believes the victims might be able to recoup their losses in a
different forum.

The MVRA made restitution mandatory whenever federal courts
sentence defendants convicted of fraud, unless the court finds
that the burden "on the sentencing process" of deciding the
restitution issues outweighs the victims' need for restitution.
In deciding that the interests of the victims here, several of
whom claimed losses in the hundreds of millions of dollars, were
outweighed by the burden on the court, the district court judge
said the victims had alternative remedies they could pursue to try
to obtain relief.

Ritchie Capital Management also asks the Supreme Court to reverse
the Eight Circuit's decision to deny the firm's petitions for
relief filed with the Court of Appeals because it failed to state
any reason at all for such denial - in violation of a provision of
the CVRA, which requires the appellate court to issue a written
opinion detailing the reasons for its decision if it denies a
victim's petition for relief.

For two centuries criminal cases in this country had two parties -
the prosecution and the criminal defendant. No one else could
intervene in the case or seek relief from the court.  Victims had
no rights at all in criminal courtrooms until the 1980s.  Early
legislation creating rights for victims proved ineffectual in
giving victims a role in the criminal process because the rights
they created were not enforceable by victims.  Until the CVRA,
victims had no right to appellate review when the district court
denied their rights.  This case tests the mettle of CVRA's
enforcement mechanism, by asking the Supreme Court to use its
supervisory power to require the Eighth Circuit to issue a written
opinion, as the statute's clear language requires.

Unlike most of the cases which have relied on the availability of
other remedies in denying restitution under the MVRA "complexity
exception," the victims of Petters' fraud could not sue Petters,
his companies or his co-defendants to recoup their losses.  At the
outset of the Petters' prosecution, the government filed a civil
injunction and receivership action, and the court froze all the
defendants' assets, putting them under the control of a court-
appointed Receiver (Petters' lawyer), and imposed a stay
preventing anyone from suing the defendants or their companies.
That litigation stay remains in effect today.  The often-stated
purpose of the receivership was to preserve assets for victim
restitution, but now, as a result of the sentencing judge's orders
denying all restitution, the assets held by the Receiver will go
to the federal government in forfeiture.

When the district court denied restitution on the ground that
"alternative avenues of recovery are available to victims," it was
relying on the victims' ability to file claims in the bankruptcy
cases of Petters' companies, and to petition the Department of
Justice for "remission" from the assets forfeited to the
government.  Neither remedy is an equivalent substitute for
restitution.  Bankruptcy by its nature is an incomplete remedy,
with creditors and victims getting pennies on the dollar at best.
Remission is a matter of executive grace, decided by a Justice
Department official without a hearing.  There is no judge, and no
judicial review of the agency's decisions.  Law enforcement
agencies may be paid out of the pool of assets before any victims
are compensated.  In contrast, the MVRA requires restitution
judgments for the full amount of each identified victim's losses,
without consideration of the defendants' financial condition.
Even when there are insufficient assets to pay the awards in full,
restitution judgments are enforceable against the defendants for
20 years, and can tap future earnings, inheritances, and money
defendants receives from any sources.

The very point of the MVRA, absent tightly circumscribed
exceptions, is to impose a mandatory requirement that courts
impose restitution. Allowing courts to abdicate that duty based on
speculation that victims might obtain recompense some other way
would effectively render the Act a nullity, for victims have
always had the right to pursue alternative avenues of relief
through civil litigation.

"This is a cautionary tale for all Americans, and it is very
troubling to consider the potential abuses that hard working
individuals could face when a sophisticated investment fund with
significant resources can be relieved of its rights without due
process," said Thane Ritchie, founder of Ritchie Capital
Management.  "Many of the people involved in this case have either
manipulated the law or turned a blind eye to manipulation by
others, and as a result have thwarted the efforts of innocent
victims to recover their legitimate property.  We will continue to
fight for the rights of our investors - which include factory
workers, teachers and other hard working Americans through their
retirement funds - who are the ultimate victims of the Petters
Ponzi scheme and now the mishandling of remaining assets."

"It is astounding that the co-defendants in the Petters case
received essentially a slap on the wrist.  Two will be eligible
for release in less than a year.  All of them will get out of
prison, free of debt thanks to the litigation stay, and with no
restitution to pay - after causing billions in losses." Brenda
Grantland, lead counsel, commented.  "This case has disturbing
implications for all Americans' property rights.  The receivership
order took away victims' civil rights to sue the defendants to
recover their losses, promising the victims restitution from the
criminal case instead, and then the sentencing judge denied
restitution and gave the money to the government. The victim's
rights to recover their losses from Petters and his codefendants
were permanently suspended."

                 About Ritchie Capital Management

Ritchie Capital Management is an alternative asset management firm
established in 1997 with interests in hedge funds, private equity,
venture capital, insurance, energy and real estate and with
offices in Wheaton, IL, New York, NY and Menlo Park, CA.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on Oct. 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., estimated its debts at
$500 million and $1 billion.  Its parent, Petters Group
Worldwide, LLC, estimated its debts at not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POINT BLACK: Judge Approves $25 Million Replacement Loan
--------------------------------------------------------
Unsecured creditors and equity holders succeeded in their quest to
equip Point Blank Solutions Inc. with fresh bankruptcy financing,
derailing the original lender's push for a fast-track sale, Dow
Jones' Small Cap reports.

According to the report, Judge Peter J. Walsh of the U.S.
Bankruptcy Court in Wilmington, Del., signed off on a replacement
Chapter 11 loan for Point Blank, giving the body-armor maker
access to $25 million on an interim basis.  "The relief requested
in the dip motion is necessary, essential, and appropriate for the
continued operation of the debtors' business and the management
and preservation of the debtors' assets and personal property,"
Judge Walsh affirmed in the order, the report notes.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


PORTER'S POINT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Porter's Point, L.L.C.
        14587 South 790 West, Unit A, Suite 106
        Bluffdale, UT 84065

Bankruptcy Case No.: 10-37058

Chapter 11 Petition Date: December 9, 2010

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

Judge: R. Kimball Mosier

Debtor's Counsel: Gregory J. Adams, Esq.
                  Quinn A. Sperry, Esq.
                  MCKAY BURTON & THURMAN
                  170 South Main Street, Suite 800
                  Salt Lake City, UT 84101
                  Tel: (801) 521-4135
                  Fax: (801) 521-4252
                  E-mail: gadams@mbt-law.com
                          qsperry@mbt-law.com

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

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

The petition was signed by Mark Shea, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Fabian & Clendenin        Legal services         $91,976
Attorneys at Law          re: tax planning
215 So. State Street,
#1200
Salt Lake City,
UT 84111-2323

IBI Group                 Land planning          $80,137
#10 Exchange Place,       services
Suite 112
Salt Lake City, UT 84111

Hydrologic Design Inc.    Project                $36,314
4173 Dardanelle Drive     engineering
South Jordan, UT 84095    services

Development Advisors      Accounting services    $17,168
Inc.

GSH Geotechnical          Consulting services    $15,895
Consultants, Inc.

URS Corporation           Traffic engineering    $15,000
                          services

CCMC                      Consulting fees        $15,000

Blake, Parish, P.C.       Legal services         $11,307

Anderson Call &           Legal fees             $10,442
Wilkinson, P.C

Boundary Consultants      Engineering services   $8,135

Nelson, Snuffer, Dahle    Legal services         $4,095
& Poulson, P.C.

Benchmark Engineering     Engineering services   $2,109
& Land Surveying

South Springs             Past due rent          $1,700
Business Park

Hayne & Company           Accounting services    $1,683

Hansen, Allen & Luce      Legal fees             $1,560

Wikstrom Economic         Bluffdale economic     $1,532
& Planning                analysis

Snell & Wilmer            Legal services         $986

Arpen Engineering         Engineering services   $550

Jim Reily Engineering     Water share analysis   $350

South Valley Sewer        Sewer fees             $197
District


PS BUSINESS: S&P Raises Preferred Stock Rating From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on PS Business Parks Inc. and PS Business Parks L.P. to
'BBB+' from 'BBB'.  S&P also raised its rating on the company's
preferred stock to 'BBB-' from 'BB+'.  Lastly, S&P revised its
outlook on the company to stable from positive.

"S&P's ratings on PS Business acknowledge the company's
conservative financial policy compared with other REITs in its
peer group," said Standard & Poor's credit analyst Elizabeth
Campbell.  "The company finances itself predominantly with common
and preferred stock, and as a result, PS Business faces negligible
debt refinancing risk."

Additionally, its coverage measures are very solid and have
improved over the past two years, despite the economic downturn.
S&P's ratings also reflect the company's less-risky long-term-hold
portfolio strategy, as well as its niche market position.

These strengths are somewhat tempered by a weaker asset base with
mixed tenant quality.  Significant lease maturities over the next
five quarters, amid fundamental office market conditions that will
likely remain challenging through 2011, also mitigate the
company's strengths.  S&P considers the company's business risk
profile satisfactory and its financial risk profile modest.

PS Business' modest financial profile and very solid and stable
fixed-charge coverage metrics support its long-term-hold
investment strategy, which includes little development risk.  S&P
expects the company to continue to maintain competitive occupancy
and to continue to finance acquisitions with equity.  Further
upward rating momentum is unlikely at this time, due to S&P's
expectations for office fundamentals, particularly rental rates,
to remain soft through 2011.  Alternatively, S&P would consider
lowering the rating if the REIT's operating results deteriorate
meaningfully, which would cause its fixed-charge coverage ratio to
drop below 2.5x or its total coverage to drop below 1.1x.


ROBERT MIELL: 8th Cir. BAP Upholds Chapter 7 Trustee's Asset Sale
-----------------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Eighth
Circuit affirmed the dismissal of Gary L. Holsinger and Sherry
Holsinger's suit against Renee K. Hanrahan the chapter 7 trustee
for the bankruptcy estate of Robert Miell, and Heritage Bank.

Ms. Hanrahan filed a motion to sell several parcels of real
estate, free and clear of all liens, encumbrances, claims, and
other interests, to Heritage Bank.  The Holsingers held junior
liens against two of the parcels.  Ms. Hanrahan gave written
notice of her motion to all creditors and other parties-in-
interest, including the Holsingers.  The Debtor filed the only
objections to Ms. Hanrahan's motion.  The bankruptcy court
overruled the Debtor's objections and entered an order authorizing
Ms. Hanrahan's proposed sale.  No one appealed the bankruptcy
court's order, and the sale was consummated.

In their adversary complaint, as amended, the Holsingers
challenged the sufficiency of Ms. Hanrahan's notice of her
proposed sale and sought a determination that their liens were
unaffected by the sale or a declaration that their liens attached
to the proceeds from the sale.  Heritage Bank filed a motion to
dismiss the Holsingers' complaint for failure to state a claim
upon which relief could be granted.  The bankruptcy court granted
Heritage Bank's motion, and the Holsingers timely appealed.

The three-man panel of Chief Judge Robert J. Kressel, and
bankruptcy judges Thomas L. Saladino and Charles L. Nail, Jr.,
held that the bankruptcy court's order authorizing Ms. Hanrahan's
proposed sale is final, and the Holsingers are bound by it.  Judge
Nail, who wrote the opinion, said the Holsingers' complaint, which
seeks to relieve them from the consequences of that order, fails
to state a claim upon which such relief can be granted.

filed a petition for relief under chapter 11 of the bankruptcy
code.  The bankruptcy court converted the case to chapter 7, and
the United States Trustee appointed Hanrahan to serve as the
chapter 7 trustee.

A copy of the 8th Circuit BAP's December 9 opinion is available at
http://is.gd/iE5XCfrom Leagle.com.

The Debtor filed a voluntary Chapter 11 petition (Bankr. N.D. Iowa
Case No. 09-01500), without Schedules and Statements, on May 28,
2009.  The Debtor filed his Schedules and Statements on June 29,
2009, and amended them on July 13, 2009.  The Court converted the
case to Chapter 7 and appointed a Chapter 7 Trustee on October 9,
2009.


RONALD ORANTES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Ronald Edward Orantes
               Laura Mier Orantes
               36251 Poplar Drive
               Yucapia, CA 92399

Bankruptcy Case No.: 10-49556

Chapter 11 Petition Date: December 9, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge:  Catherine E. Bauer

Debtor's Counsel: Franklin S. Davidson, Esq.
                  LAW OFFICE OF SETH DAVIDSON
                  20355 Hawthorne, 2F, Ste 300
                  Torrance, CA 90503
                  Tel: (310) 371-2500
                  Fax: (213) 402-3049
                  E-mail: seth@sethdavidsonlaw.com

Scheduled Assets: $962,911

Scheduled Debts: $1,501,807

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-49556.pdf


S & P K PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: S & P K Properties LLC
        7350 Woodlore
        West Bloomfield, MI 48323

Bankruptcy Case No.: 10-76968

Chapter 11 Petition Date: December 9, 2010

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.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.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
S & P K, Inc.                         10-76969  12/09/10
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Nouri Kashat, managing member.


SAFENET INC: S&P Puts 'B' Rating on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Belcamp, Maryland-based SafeNet Inc., including the 'B' corporate
rating, on CreditWatch with positive implications.

"We view the proposed debt reduction, from the IPO proceeds as
well as SafeNet's current expected operating trajectory, as a
positive for credit metrics," said Standard & Poor's credit
analyst Joseph Spence.  In line with higher revenues and
profitability, the company's latest-12-month adjusted debt to
EBITDA improved sequentially a half-turn to the low-4x area as of
the September 2010 quarter from the 6x area during its trough of
the downturn in the March 2009 quarter due to organic growth, as
well as its primarily stock acquisition of Aladdin Systems on
March 31, 2010.  S&P expects adjusted debt-to-EBITDA and free
operating cash flow metrics to improve further, upon the
successful completion of its IPO as the company has stated it will
use net proceeds from the issuance to reduce debt and its
outstanding interest rate swap.

Standard & Poor's will monitor the progress of the IPO and the
ultimate use of proceeds, as well as assess SafeNet's business
prospects in determining the rating outcome.  Any potential
upgrade would be limited to one or two notches.


SCHUTT SPORTS: Riddell Wants to Collect More Money
--------------------------------------------------
Riddell Inc. is seeking permission from the court overseeing rival
Schutt Sports Inc.'s bankruptcy case to collect $364,193 for two
models of football helmets Schutt has sold since entering
Chapter 11, Dow Jones' Small Caps reports.

According to the report, Schutt filed for bankruptcy protection
with the U.S. Bankruptcy Court in Wilmington, Del., on Sept. 6, a
few weeks after the Western District of Wisconsin entered a
judgment awarding Riddell $29 million.  Riddell had sued Schutt,
its chief competitor in the football-helmet market, claiming that
Schutt's most successful products - the DNA and ION model football
helmets - infringed on Riddell's patents, the report relates.

Dow Jones' notes that Schutt agreed to deposit $69,609 into an
escrow account for Riddell's benefit.  That amount represents 6%
of the invoice price of all DNA and ION helmets that Schutt has
sold and shipped from the date it entered bankruptcy through
Dec. 4, the report adds.

                     About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufacture team sporting equipment,
primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists
the Debtor in its restructuring effort.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated is assets and debts at $50 million to
$100 million as of the Petition Date.


SEA TURTLE: Court Directs Payment Under Berkeley Place Lease
------------------------------------------------------------
Judge David R. Duncan rules that the amended lease executed by Sea
Turtle Cinemas, Inc., with landlord Sea Turtle Entertainment, LLC,
on June 29, 2007 is effective and controlling.  As a result, rent
should be paid at the amount set forth in the amended lease, and
any accrued and owing rent under that lease should be paid.

A copy of Judge Duncan's December 9 Order is available at
http://is.gd/iEsvLfrom Leagle.com.

Based in Hilton Head Island, South Carolina, Sea Turtle Cinemas,
Inc., Sea Turtle Cinemas operates a 45,000 square foot, 12-screen
movie theater and is the anchor of Berkeley Place shopping center,
which is being operated by Sea Turtle Entertainment, LLC.  The
Landlord and the Debtor are owned and managed by the same group of
individuals and entities.

Sea Turtle Cinemas filed for Chapter 11 bankruptcy (Bankr. D. S.C.
Case No. 10-03259) on May 4, 2010).  Michael W. Mogil, Esq. --
mwmogil@aol.com -- serves as the Debtor's counsel.  In its
petition, the Debtor estimated both assets and debts as between
$1 million and $10 million.


SHERWOOD FARMS: Must Amend Reorganization Plan by December 17
-------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida disapproved Sherwood Farms, Inc., and
Sherwood Investments Overseas Limited Incorporated's Disclosure
Statement explaining the proposed Plan of Reorganization.
Judge Jennemann said that the Debtors may file a second amended
disclosure statement and plan of reorganization by December 17,
2010.

Upon the timely filing of the second amended disclosure statement
and plan, Judge Jennemann said that she will enter an order
approving the second amended disclosure statement and plan and
scheduling the confirmation hearing for 11:00 a.m. on February 16,
2011.

According to the Disclosure Statement, the Plan provides that the
Debtors will continue to operate their existing businesses with
low operating expenses.  The Reorganized Debtors will execute new
notes, mortgages, and security agreements with Centennial Bank,
formerly known as Old Southern Bank, based, in part on adjusted
property values that reflect the reduced market value of the
lender's secured interest in its collateral.  The Debtors
contemplates paying claims and equity interests over time from
cash flow generated from its core operations along with the
reduction in cash flow demands from the new secured obligations.

Under the Plan, holders of allowed secured claims will receive
payment equal to 100% of their allowed secured claims, over time.
Holders of allowed unsecured claims will receive pro rata
distribution from the net adversary proceeds.  Equity interests in
he Debtors will remain unchanged.

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

The Court also ordered that a continued hearing will be held at
11:00 a.m. on February 16, to consider Old Southern Bank's request
to appoint trustee.

                       About Sherwood Farms

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SIRIUS XM: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Sirius XM Radio Inc. and its
subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite
Radio Inc. (which S&P analyze on a consolidated basis), to 'BB-'
from 'B+'.  The rating outlook is stable.

"The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.

Sirius XM had total debt outstanding of $3 billion as of Sept. 30,
2010.

The 'BB-' rating on Sirius XM reflects S&P's expectation that debt
leverage will remain relatively high and that the business will
remain capital intensive through the end of 2011.  For these
reasons, S&P views Sirius XM's financial profile as aggressive.
S&P assesses the company's business risk profile as fair,
reflecting its dependence on U.S. automotive sales and consumer
discretionary spending for growth, but also its longer-term
vulnerability to competition from alternative media.  The
company's position as the only U.S. satellite radio operator,
integration-related operating synergies, and cost savings arising
from the 2008 acquisition of XM Satellite Radio Holdings Inc. are
modest positives that do not offset these risks.

Building and maintaining a large and stable subscriber base is
critical, given the high fixed costs inherent in the business.
The company faces significant challenges, including broadening
subscriber demand and reducing churn in line with other satellite
entertainment providers.  Sirius XM derives almost all of its
revenue from subscription fees, as advertising revenues are a
negligible revenue source.  Revenue growth is largely a function
of new subscriber growth, which is heavily dependent on new auto
sales, and to a lesser extent, selective price increases which may
aggravate churn.  A further long-term challenge is to maintain
subscriber growth during a period of increasing competition from
online audio services.

On Dec. 9, 2010, the company renewed its five-year agreement with
radio talk show host Howard Stern through the end of 2015.
Despite onerous contract costs, S&P believes Stern has been
important to the growth of the service due to his loyal fan base
and exclusive content, which is not available on terrestrial
radio.  S&P believes that subscriber churn would increase,
potentially dramatically, should he have decided not to renew his
contract.


SITHE INDEPENDENCE: Fitch Cuts Ratings on Sec. Bonds to 'B+/RR1'
----------------------------------------------------------------
Fitch Ratings has removed Sithe Independence Funding Corp. from
Rating Watch Evolving and downgraded the ratings of Sithe's
secured bonds to 'B+/RR1' from 'BB-/RR1'.

The Rating Outlook is Negative.

The downgrade reflects recent downgrade of Sithe's parent, Dynegy,
after the rejection of The Blackstone Group's bid to acquire
Dynegy for $5/share.

The downgrade of the parent company reflects the underperformance
of its merchant generation operations.  There is a high
correlation of Sithe's ability to meet its debt obligation to
Dynegy's financial performance which continues to be negatively
impacted by the decline in its hedged electricity and fuel
commodity margins with financial improvement contingent upon an
increase in power prices, shrinkage in the reserve capacity
margins and improvement in electricity demand in the wholesale
markets Dynegy owns and operates its generating plants.  Fitch
believes these macro market factors will improve over time, albeit
too slowly in the near term for Dynegy to generate sufficient cash
flow for its capital and operating needs.  Fitch believes that
Dynegy has taken steps to reduce the volatility of its earnings
and cash flow in 2011 by contracting for 95% of its expected
volumetric baseload output, however, credit metrics are forecasted
to remain weak and are more appropriate to the lower ratings
level.

The Negative Outlook reflects Fitch's expectations that Dynegy's
credit measures will likely deteriorate into next year and a
corporate transaction and/or capital restructuring are likely.

Fitch assigns Recovery Ratings to issuers with Issuer Default
Ratings in the 'B' category or below.  For competitive generating
companies like Dynegy, Fitch generates a theoretical distressed
enterprise value based on the projected EBITDA multiple.  Based on
Fitch's EBITDA multiple enterprise value, secured debt holders
could expect strong recovery of claims in case of a default which
is reflective of the 'RR1' rating on Sithe's secured debt.


SKILLED HEALTHCARE: Moody's Confirms 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Skilled Healthcare Group,
Inc.'s corporate family and probability of default ratings at B2
following the company's announcement that the Court of California,
Humboldt County issued an order granting final approval of the
settlement for the lawsuit against the company.  This concludes
the review initiated on July 8, 2010.  Moody's also raised the
company's speculative grade liquidity rating to SGL-3 from SGL-4.
The rating outlook is stable.

These rating actions were taken:

  -- Corporate family rating, confirmed at B2;

  -- Probability of default rating, confirmed at B2;

  -- $360 million ($356 million outstanding) Senior Secured First
     Lien Term Loan, due 2016, confirmed at B1 (LGD3, 38%);

  -- $100 million Senior Secured Revolving Credit Facility, due
     2015, confirmed at B1 (LGD3, 38%);

  -- $130 million Senior Subordinated Notes, due 2014, confirmed
     at Caa1 (LGD6, 91%);

  -- Speculative grade liquidity rating, raised to SGL-3 from SGL-
     4.

The confirmation of the B2 corporate family rating reflects the
resolution of the lawsuit with a substantial reduction in the
final settlement amount to $50 million plus $9.6 million in
injunction cost from the initial jury verdict of $677 million.

The B2 corporate family rating is constrained by Skilled
Healthcare's debt leverage, which stood at 4.9 times on a Moody's
adjusted basis at September 30, 2010.  The company's debt balance
was affected by the lawsuit and at September 30, 2010, it had
$45 million of revolver borrowings outstanding.  While the company
is projected to generate cash flow in 2011, Moody's do not project
debt leverage to decline below 4.5 times.  In addition, the B2
corporate family rating is constrained by the company's modest
size, concentration of revenues in two states, and the longer-term
risk of reimbursement cuts from Medicare and Medicaid.

The B2 corporate family rating is supported by expected adequate
liquidity and by the stable demand characteristics in the long-
term care services segment.  Additionally, the rating considers
Skilled Healthcare's performance track record, ability to attract
profitable Medicare patients, and the company's real-estate
ownership strategy.

The stable outlook assumes that the company will be able to
maintain an adequate liquidity position and continue to generate
positive cash flow from operations.  In addition, the stable
outlook considers a measured approach to acquisitions and no
escalation in any pending legal issues.

The ratings could be downgraded or outlook changed to negative if
the company's debt to EBITDA approaches 6 times, cash flow
generation turns negative on a sustained basis, and/or liquidity
profile were to deteriorate.  Further, material negative
developments in CMS reimbursement or erosion of EBITDA margin due
to any number of factors including: a reduction in quality mix, an
increase in frequency or severity of professional liability claims
resulting in higher accruals, or unfavorable occupancy trends
could result in a lowering of the outlook or ratings.

The ratings could be upgraded or outlook changed to positive if
the company were to experience growth in EBITDA and/or repay debt
such that adjusted debt leverage is sustained below 4.0 times,
operating cash flow to debt is sustained above 8% and free cash
flow to debt is sustained above 5%.  An upgrade would also be
supported by the expectation of relative stability in government
reimbursement rates to nursing homes.

The last rating action was on July 8, 2010 when Moody's lowered
the corporate family rating to B2 and placed it under review for
possible further downgrade.

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

Headquartered in Foothill Ranch, CA, Skilled Healthcare operates
long-term care facilities and provides a variety of post-acute
care services.  The company operates skilled nursing facilities,
assisted living facilities, hospice and home health locations.
Further, the company provides ancillary services such as physical,
occupational and speech therapy in its facilities and unaffiliated
facilities and is a member of a joint venture providing
institutional pharmacy services in Texas.  Skilled Healthcare
recognized revenues of approximately $792 million for the trailing
twelve month period ended September 30, 2010.


SKY LOFTS: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sky Lofts, LLC
        158 North 4th Street
        Brooklyn, NY 11211

Bankruptcy Case No.: 10-51510

Chapter 11 Petition Date: December 8, 2010

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

Judge: Carla E. Craig

Debtor's Counsel: David Carlebach, Esq.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618
                  E-mail: david@carlebachlaw.com

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

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

The petition was signed by Yehuda Backer, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Twin City Lofts, LLC                  10-50625            11/11/10
S & Y Enterprises, LLC                10-50623            11/11/10

Debtor's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Backer Group, LLC              --                     $673,259
158 North 4th Street
Brooklyn, NY 11211

S & Y Enterprises, LLC             --                     $200,000
158 North 4th Street
Brooklyn, NY 11211

NYC Dept. of Finance               --                      $53,633
66 John Street
New York, NY 10038

David Dukoff, CPA                  --                      $33,000
58 Newport Drive
Hewlett, NY 11557

Powers Bridging & Scaffol          --                       $5,500
198 Varet Street
Brooklyn, NY 11206


SOCA IMAGING: Chapter 11 Counsel's Fees Reduced
-----------------------------------------------
Lynn H. Gelman, P.A., the Chapter 11 counsel to Soca Imaging,
Inc., and Navix Imaging, Inc., seeks compensation for legal work
aggregating $126,245, together with $11,882.79 for expenses.
Gelman holds a $12,500 prepetition retainer.

The Debtors' cases have been converted to Chapter 7 and the
trustee Les Osborne disputed Gelman's fee, arguing that the fee
sought is grossly excessive and "does not reflect equivalent
benefit" to the Debtors' estates.  The objection also points out
that the fees were incurred over a mere three-month period.

Judge John K. Olson agrees with the Chapter 7 Trustee and grants
Gelman $13,117.21 in fees and $11,882.79 in costs.  Gelman is
authorized to apply its $12,500 retainer to the fee and cost
award, and is granted a Chapter 11 administrative expense for the
balance of $12,500.

A copy of Judge Olson's December 8 Order is available at
http://is.gd/iEg6kfrom Leagle.com.

Soca Imaging, Inc., and Navix Imaging, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case Nos. 10-11265 and
10-11268) on January 21, 2010.


SONIA MARRERO: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sonia M. Acevedo Marrero
        Villa Verde
        Calle F H-2
        Guaynabo, PR 00966

Bankruptcy Case No.: 10-11522

Chapter 11 Petition Date: December 8, 2010

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

Judge: Brian K. Tester

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  250 Ponce De Leon Avenue
                  City Towers, 7th Floor
                  Hato Rey, PR 00918
                  Tel: (787) 723-0714
                       (787) 724-2447
                  Fax: (787) 725-3685
                  E-mail: moyahuff55@prtc.net

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

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

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Miniwarehouse Corporation          --                  $89,000,000
P.O. Box 192259
San Juan, PR 00919-2259

Margarita Rosado Mu¤oz             --                  $29,000,000
Apartado 190233
San Juan, PR 00919-0233

David Rosado Mu¤oz                 --                  $29,000,000
P.O. Box 270036
San Juan, PR 00927-0036

Gabriel Rosado Mu¤oz               --                  $29,000,000
P.O. Box 363507
San Juan, PR 00936-3507

Mu¤oz Boneta, Benitez,             --                     $169,623
Perals Bruguese

Hilger J. Hertell                  --                      $12,000

Banco Popular DE PR                --                       $6,265

Patricia Stubbe                    --                       $5,000

BMA Bayamon 1232                   --                         $857

Crim                               --                         $144


SOUTH EDGE: Lenders File Involuntary Chapter 11, Seek Trustee
-------------------------------------------------------------
JPMorgan Chase Bank N.A. and two other lenders filed an
involuntary petition on Dec. 9 in Las Vegas against South Edge LLC
(Bankr. D. Nev. Case No. 10-32968).

South Edge owns the Inspirada project, an uncompleted 2,000-acre
residential development in Henderson, Nevada, about 16 miles (26
kilometers) southeast of Las Vegas.

The petitioning creditors, led by JPMorgan, the agent for the
lenders, are owed $54.2 million and are part of a group providing
a $595 million credit.  Other lenders that signed the involuntary
petition are Credit Agricole Corporate & Investment Bank and Wells
Fargo Bank NA.

The lenders filed a motion asking U.S. Bankruptcy Judge Bruce A.
Markell to promptly appoint a trustee immediately, even before the
project is officially in Chapter 11.

"This involuntary Chapter 11 case, in combination with the
appointment of a Chapter 11 trustee, is the last hope of rescuing
South Edge and its Inspirada project from the waste and
precipitous decline that has been caused, and will continue to be
caused, by the Debtor's controlling insiders.  These insiders are
sacrificing the Project and repudiating Debtor's obligations in a
quest for greater profits at the expense of not only approximately
39 lenders to whom the insiders seek to shift their losses, but
also the City of Henderson, Debtor's other creditors and other
parties in interest.  The Project can endure neither the insiders'
persistent neglect, self-dealing and abuse nor the drawn out
litigation favored by the insiders and their affiliates," lawyers
for the creditors wrote in the motion for a Chapter 11 trustee.

Eight owners of the project include an affiliate of KB Home, a 49%
owner.  Other owners are Coleman Toll LP, which owns 10.5%;
Alameda Investments LLC, 8.14%; Kimball Hill, 6.29%; Pardee Homes
Nevada Inc., 4.9%; Meritage Homes, 3.5%; and Beazer Homes USA
Inc., 2.6%.

The petitioners say the appointment of a trustee is warranted
under Section 1100(a) of the Bankruptcy Code because:

   * In the spring of 2008, the Debtor's controlling insiders
     intentionally shut down the Project by refusing to seek
     further capital contributions from themselves and South
     Edge's other members;

   * The Debtor's management committee has squandered
     opportunities to enhance the value of the Project and obtain
     significant monetary recoveries for South Edge, including
     realizing millions of dollars of municipal financing.  Unless
     promptly remedied, the intentional failure to capitalize on
     this opportunity, places those funds in jeopardy;

   * The Debtor's controlling insiders have failed to arrange for
     essential health, safety and maintenance work at the Project
     and their continued neglect will most certainly result in the
     loss or impairment of essential City permits and
     entitlements.

   * The Debtor's controlling insiders have breached their
     fiduciary and contractual obligations to South Edge, while at
     the same time using their considerable financial resources to
     wage a litigation campaign against the Lenders in furtherance
     of their own objectives at the expense of South Edge and its
     estate;

   * The Debtor's controlling insiders have breached their
     contractual obligations to the Debtor with impunity, as
     adjudicated by an Arbitration Panel consisting of two former
     Justices of the Nevada Supreme Court and one former United
     States District Judge for the District of Nevada; and

   * Since at least January 22, 2008, South Edge has been in
     default under its Credit Agreement with the Lenders; not as a
     direct consequence of South Edge's financial condition, but
     rather, as the direct result of its controlling insiders'
     strategic and self-interested decision to breach their
     contractual commitments to South Edge.

JPMorgan, et al., say, "An operating trustee will be charged with
managing South Edge in furtherance of the interests of its estate
and creditors.  As an independent fiduciary, the trustee will be
able to promptly take the steps necessary to address these issues
and to focus on the immediate and longer term needs of the
Project. Given the challenging economic environment, the focus
must be on constructive solutions, and collaboration with local
government officials and other parties in interest. A Chapter 11
trustee, in stark contrast to Debtor's conflicted management, can
fulfill this much needed role."

JPMorgan and Wells Fargo are represented by:

          Robert M. Charles, Jr., Esq.
          LEWIS AND ROCA LLP
          3993 HOWARD HUGHES PKWY, Suite 600
          LAS VEGAS, NV 89169
          Tel: (702) 949-8320
          Fax: (702) 949-8321
          E-mail: rcharles@lrlaw.com

CREDIT AGRICOLE is represented by:

          JOLLEY URGA WIRTH WOODBURY & STANDISH
          3800 Howard Hughes Pkwy #1600
          Las Vegas, NV 89109

               - and -

          HAYNES AND BOONE LLP
          One Houston Center
          1221 McKinney Street, Suite 2100
          Houston, TX 77010
          Tel: (713) 547-2243


SOUTH EDGE: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: South Edge, LLC
                3455 Cliff Shadows Parkway, Suite 220
                Las Vegas, NV 89129

Bankruptcy Case No.: 10-32968

Involuntary Chapter 11 Petition Date: December 9, 2010

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

Judge: Bruce A. Markell

Petitioners' Counsel: Robert M. Charles, Jr., Esq.
                      LEWIS AND ROCA LLP
                      3993 Howard Hughes Parkway, Suite 600
                      Las Vegas, NV 89169
                      Tel: (702) 949-8320
                      Fax: (702) 949-8321
                      E-mail: rcharles@lrlaw.com

                      JOLLEY URGA WIRTH WOODBURY & STANDISH
                      3800 Howard Hughes Parkway, #1600
                      Las Vegas, NV 89109

                      HAYNES AND BOONE LLP
                      One Houston Center
                      1221 McKinney Street, Suite 2100
                      Houston, TX 77010
                      Tel: (713) 547-2243

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
JPMorgan Chase Bank, N.A.          --                  $13,423,516
383 Madison Avenue, 23rd Floor
New York, NY 10179


Credit Agricole Corporate And      --                  $20,269,826
Investment Bank
1301 Avenue of the Americas
New York, NY 10019-6022

Wells Fargo Bank, N.A.             --                  $20,540,000
301 S. College Street, 4th Floor
Charlotte, NC 28202-6000


SOUTHEASTERN HEARING: Case Summary & Creditors List
---------------------------------------------------
Debtor: Southeastern Hearing, Inc.
        1871 Wells Road, Suite 1
        Orange Park, FL 32073

Bankruptcy Case No.: 10-10629

Chapter 11 Petition Date: December 9, 2010

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

Debtor's Counsel: Richard R. Thames, Esq.
                  STUTSMAN THAMES & MARKEY, P.A.
                  50 N. Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  E-mail: rrt@stmlaw.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-10629.pdf

The petition was signed by Troy C. Mahan, president.


SPIRIT CREEK: Court Allows Conversion of Ch. 11 Case to Ch. 7
-------------------------------------------------------------
The Honorable Susan D. Barrett, United States Bankruptcy Judge
for the Southern District of Georgia has ordered the conversion
of Spirit Creek Development Inc.'s Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

Augusta, Georgia-based Spirit Creek Development, Inc., is engaged
in the development of multi-use housing and assisted living
properties and rental of residential housing.

The Company filed for Chapter 11 bankruptcy protection on June 16,
2010 (Bankr. S.D. Ga. Case No. 10-11400).  James T. Wilson, Jr.,
Esq., who has an office in Augusta, Georgia, assists the Debtor in
its restructuring effort.  The Debtor disclosed $17,362,640 in
assets and $6,290,416 in liabilities as of the Petition Date.


STEVEN KLINGERMAN: Ex-ExecuCorp Partner's Bid for Credits Denied
----------------------------------------------------------------
Steven D. Klingerman, v. ExecuCorp, LLC and Bradley E. Parker,
Individually and as Member-Manager of ExecuCorp, LLC, Adv. Pro.
No. 08-00017 (Bankr. E.D.N.C.), seeks to dissolve ExcecuCorp and
recover damages from the Defendant for breach of fiduciary duty
and for unfair and deceptive trade practices.  ExecuCorp was
subsequently dissolved, and the Debtor's interest sold to the
Defendant with approval by the Court entered by an order dated
April 8, 2010.  The Debtor's interest in ExecuCorp was sold for
$412,250, constituting an effective sale of the real property
owned by ExecuCorp for a net sale price of $824,500.  The Court
decreed that the $412,250 amount would be deposited with a
receiver and held in escrow, with the Court also retaining
jurisdiction to determine the distribution of any proceeds
received by the receiver with regard to remaining claims or issues
between the parties regarding the LLC, including payment and
priority of any "offset" or LLC claims asserted by the defendant
in connection with the dissolution of the LLC.

The Defendant has requested credits and setoffs flowing from the
Court's approval of the sale.

Accordingly, Judge J. Rich Leonard ruled that while the parties
alleged during the course of the proceedings that adjustments and
credits were due the Debtor and Defendant based on their prior
relationship, the Court ultimately finds that the parties'
operating agreement ultimately controls.  All obligations other
than the Receiver's final fee have been paid, either out of
revenue of the LLC or by the Receiver at closing.  No further
adjustment or credit is due the Debtor or Defendant, other than
the liquidation of the Receiver's bank account.

A copy of the Court's December 9 order is available at
http://is.gd/iEoaVfrom Leagle.com.

Steven D. Klingerman filed for Chapter 11 bankruptcy (Bankr.
E.D.N.C. Case No. 07-02455) on October 30, 2007, listing between
$100,000 and $1 million in both assets and debts. James B. Angell,
Esq. -- jangell@hsfh.com -- at Howard, Stallings, From & Hutson,
PA, in Raleigh, North Carolina, served as his bankruptcy counsel.
A copy of his petition is available at
http://bankrupt.com/misc/nceb07-02455.pdf


SWEET HOLY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sweet Holy Spirit Baptist Church
        8621 S. Chicago Avenue
        Chicago, IL 60617

Bankruptcy Case No.: 10-54580

Chapter 11 Petition Date: December 9, 2010

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

Judge: John H. Squires

Debtor's Counsel: Ernesto D. Borges, Esq.
                  LAW OFFICES OF ERNESTO BORGES
                  105 W. Madison Street, 23rd Floor
                  Chicago, IL 60602
                  Tel: (312) 853-0200
                  E-mail: pbutler@billbusters.com

Scheduled Assets: $5,351,634

Scheduled Debts: $3,795,503

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-54580.pdf

The petition was signed by Darrien Flennoy, chief administrator
and secretary of the board.


THAW, LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Thaw, LLC
        2102 E. Main Street, #104
        Puyallup, WA 98372

Bankruptcy Case No.: 10-50158

Chapter 11 Petition Date: December 10, 2010

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

Judge: Brian D. Lynch

Debtor's Counsel: Timothy W. Dore, Esq.
                  RYAN SWANSON & CLEVELAND PLLC
                  1201 3rd Avenue, Suite 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  E-mail: dore@ryanlaw.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/wawb10-50158.pdf

The petition was signed by D. Michael Dunne, member and manager.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
David Michael Dunne and JoAnn
Elizabeth Dunne                       10-45981            07/22/10


TRIBUNE CO: Competing Plans to Be Sent to Creditors for Voting
--------------------------------------------------------------
Judge Kevin J. Carey of U.S. Bankruptcy Court for the District of
Delaware approved on December 9, 2010, the General Disclosure
Statement and the specific disclosure statements explaining the
Plans of Reorganization submitted by each of:

  (1) Tribune Company and its debtor affiliates, the Official
      Committee of Unsecured Creditors, Oaktree Capital
      Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan
      Chase Bank, N.A.;

  (2) Aurelius Capital Management, LP, Deutsche Bank Trust
      Company Americas, Law Debenture Trust Company of New York,
      and Wilmington Trust Company;

  (3) certain Holders of Step One Senior Loan Claims; and

  (4) King Street Acquisition Company, LLC, King Street Capital,
      LLP and Marathon Asset Management, L.P.

Judge Carey found that the Disclosure Statements contain "adequate
information" within the meaning of Section 1125 of the Bankruptcy
Code.  The judge overruled all objections to the Motion.

According to Judge Carey, the forms of Ballots and Master Ballots
(i) are sufficiently consistent with Official Form No. 14, (ii)
adequately address the particular needs of the Debtors' Chapter 11
cases, including, without limitation, the solicitation and
tabulation of votes on multiple Plans and the making of elections
called for under the various Plans, and (iii) are appropriate for
each Class of Claims entitled to vote to accept or reject the
Plans.

The voting procedures and the voting instructions accompanying the
forms of Ballots and Master Ballots provide for a fair and
equitable voting process and are consistent with Section 1126 of
the Bankruptcy Code and the Bankruptcy Rules, the Court found.

Judge Carey held that the procedures associated with the Ballots
and Master Ballots with respect to a party's right to rank the
Plans and make the elections set forth in each of the Plans,
including, without limitation, to grant the releases contained in
the Debtor/Committee/Lender Plan and the Step One Lender Plan, are
fair and reasonable.

Moreover, the Court held that the contents of the Solicitation
Packages and other notices comply with Rules 2002 and 3017 of the
Federal Rule of Bankruptcy Procedure and constitute sufficient
notice of the Plans and the Confirmation Hearing to all interested
parties.

The Court established December 6, 2010 as the Record Date for
purposes of determining (i) the Holders of Claims in Voting
Classes that are entitled to vote on the Plans, and (ii) the
Holders of Clams and Interests that are entitled to receive
Solicitation Packages or other notice materials respecting to the
Plans and the Confirmation Hearing.

The Proponents are authorized and empowered to distribute, through
the Voting Agent, to Holders of Claims in the Voting Classes that
have not been disallowed for voting purposes and that otherwise
qualify to vote to accept or reject some or all of the Plans in
accordance with the procedures, by first-class mail, the
Solicitation Package, which will contain copies of:

  (a) a CD-ROM containing the General Disclosure Statement and
      the Specific Disclosure Statements approved by the Court
      at the Disclosure Statement Hearing and the Plans related
      thereto, and other exhibits;

  (b) the Solicitation Order, excluding exhibits, which may be
      included on the CD-ROM;

  (c) the Confirmation Hearing Notice;

  (d) an appropriate number of Ballots, together with applicable
      instructions and one or more pre-paid return envelopes;

  (e) the Responsive Statements; and

  (f) appropriate election forms for making various elections
      called for under the Plans.

A transferee of a Voting Claim will be entitled to receive a
Solicitation Package on account of a transferred Claim only if:
(a) all actions necessary to effect the transfer of the Claim
pursuant to Rule 3001(e) of the Federal Rule of Bankruptcy
Procedure have been completed by the Record Date, or (b) the
transferee files, no later than the Record Date, (i) the
documentation required by Rule 3001 to evidence that transfer; and
(ii) a sworn statement of the transferor supporting the validity
of the transfer.

The Voting Agent will complete mailing of the solicitation
materials on or before December 22, 2010.

Ballots and Master Ballots must be properly executed and
completed, and the originals will be delivered to the Voting Agent
so as to be actually received no later than January 28, 2011.

The Court established January 20, 2011 as the date for a hearing
to consider any and all 3018 Motions.

Confirmation hearing will be held on March 7, 2011.  Deadline to
file objections to confirmation of the Plans will be on
February 15, 2011.

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

Before the entry of the Court's order, the Debtors related in a
certification of counsel that they have received comments from
competing plan proponents with respect to the proposed order
approving the Disclosure Statement and certain of the exhibits.
The Debtors said they have made revisions to the Proposed Order
and Exhibits and all issues have been resolved.

              Competing Plans Further Tine-Tuned

Four groups of plan proponents filed with the U.S. Bankruptcy
Court for the District of Delaware further revised proposed First
Amended Plans of Reorganization for Tribune Company and its debtor
affiliates.

(A) Debtors Plan Proponents

The Debtors Plan Proponents delivered to the Court an Amended
Disclosure Statement on December 8, 2010.

Clean and redlined copies the Debtors' Plan are available for free
at:

      http://bankrupt.com/misc/Tribune_DebtorsPlan1208.pdf
      http://bankrupt.com/misc/Tribune_DebtorsPlan1208blk.pdf

Clean and redlined copies of the Debtors' Disclosure Statement are
available for free at:

      http://bankrupt.com/misc/Tribune_Debtorsds1208.pdf
      http://bankrupt.com/misc/Tribune_Debtorsds1208blk.pdf

The Debtors also submitted with the Court Exhibits to the Plan,
which contain the Joint Plan Term Sheet and Intercompany Claims
Analysis, which are available for free at:

      http://bankrupt.com/misc/Tribune_2ndMedTermSheet.pdf
      http://bankrupt.com/misc/Tribune_ClaimsAnalysis.pdf

(B) Pre-LBO Debtholders Plan Proponents

Aurelius Capital Management, LP, Deutsche Bank Trust Company
Americas, Law Debenture Trust Company of New York, and Wilmington
Trust Company -- the "Pre-LBO Debtholder Plan Proponents" --
delivered to the Court an amended Plan on December 9, 2010
containing immaterial revisions.

A redlined copy of the Pre-LBO Debtholders Plan is available for
free at http://bankrupt.com/misc/Tribune_AureliusPlan1209.pdf

Clean and redlined copies of the Pre-LBO Debtholders' Disclosure
Statement is available for free at:

    http://bankrupt.com/misc/Tribune_AureliusDS1209.pdf
    http://bankrupt.com/misc/Tribune_AureliusDSred1209.pdf

(C) Step One Plan Proponents

Certain Holders of Step One Senior Loan Claims delivered to the
Court an amended Plan and Disclosure Statement on December 9,
2010.  The Step One Plan Proponents related that through the
Sharing Provision Dispute, they intend to establish that (i) Step
One Lenders are not required to share ratably in distributions
from the Debtors with Step Two Lenders; and (2) payments owing on
the $2.1 billion purportedly loaned as part of the Step Two
Incremental Facility of the Senior Loan Agreement are not subject
to the Sharing Provision because the Incremental Facility never
became effective by the agreement's express terms.

Clean and redlined copies of the December 9 Plan is available for
free at:

    http://bankrupt.com/misc/Tribune_StepOnePlan1209.pdf
    http://bankrupt.com/misc/Tribune_StepOnePlanblk1209.pdf

Clean and redlined copies of the December 9 Disclosure Statement
are available for free at:

    http://bankrupt.com/misc/Tribune_StepOneDS1209.pdf
    http://bankrupt.com/misc/Tribune_StepOneDSblk1209.pdf

(D) Bridge Plan Proponents

King Street Acquisition Company, LLC, King Street Capital, LLP and
Marathon Asset Management, L.P., delivered to the Court their
amended joint plan of reorganization for Tribune Company and its
debtor affiliates on December 7, 2010.  A full-text copy of the
Bridge Plan is available for free at:

    http://bankrupt.com/misc/Tribune_BridgePlan1207.pdf

Clean and redlined copies of the Bridge Plan Disclosure Statement
are available for free at:

    http://bankrupt.com/misc/Tribune_BridgePlanDS1207.pdf
    http://bankrupt.com/misc/Tribune_BridgeDSblk1207.pdf

The Debtors delivered to the Court a Joint Disclosure Statement
for the four plans of reorganization on December 8, 2010, clean
and redlined copies of which are available for free at:

    http://bankrupt.com/misc/Tribune_JointDS1208.pdf
    http://bankrupt.com/misc/Tribune_JointDS1208Blk.pdf

Full-text copies of the Exhibits accompanying the Joint Disclosure
Statement are available for free at:

    http://bankrupt.com/misc/Tribune_JointDS1208Exh.pdf

                  Revised Responsive Statements

The Step One Plan Proponents delivered to the Court, on
December 9, 2010, a further revised Responsive Statement that they
propose to include in the solicitation package approved by the
Court.  According to the Step One Proponents, the Examiner's
Report provides a road map for exactly the sort of misconduct that
should render the Sharing Provisions unenforceable by the Step Two
Lenders.  A full-text copy of the Responsive Statement is
available for free at:

    http://bankrupt.com/misc/Tribune_StepOneRS1209.pdf

The Pre-LBO Debtholder Plan Proponents also delivered to the Court
their revised Responsive Statement, a full-text copy of which is
available for free at:

    http://bankrupt.com/misc/Tribune_AureliusRS1209.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Step One Lenders Withdraw New York Action vs. JPM
-------------------------------------------------------------
Lenders to Tribune Co. known as the Step One Credit Agreement
Lenders withdrew a complaint in the New York State Court against
JPMorgan, et al., asserting claims and seeking relief with respect
to issues arising out of the LBO-related causes of action
involving Tribune.

In light of the Step One Credit Agreement Lenders' voluntary
dismissal without prejudice of the New York Action, JPMorgan Chase
Bank, N.A., Merrill Lynch Capital Corporation, Citicorp North
America, Inc., and Bank of America, N.A., the Arrangers withdraw
the Motion without prejudice.  The Step One Credit Agreement
Lenders consent to the withdrawal of the Motion without prejudice.
The Debtors withdrew their joinder as to the Contempt Motion.

JPM et al., in their capacities as lenders under the Credit
Agreement dated May 17, 2007, previously asked the bankruptcy
court handling Tribune Co.'s cases to enter an order holding
certain of the Step One Lenders in contempt for commencing in New
York State Court an action for, among other things, breach of
contract, tortious interference with contract and declaratory
relief.  Specifically, the Lead Banks allege that the New York
Action violates both the Court's September 1, 2010 order
appointing mediator and the automatic stay.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Committee Wants to Verify Order on Right to Sue
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co.'s
cases asks the Bankruptcy Court to confirm that its October 27,
2010 order granting it standing on behalf of the Debtors' estates
to commence, prosecute and settle claims and counterclaims arising
out of or in connection with the Debtors' 2007 leveraged buyout
transaction encompasses all claims set forth in the Committee's
Amended Complaints in Adversary Proceeding No. 10-53963.

By order dated October 27, 2010, the Court granted the Committee
leave, standing and authority to commence and prosecute the claims
of the Debtors' estates.

After consultation with the parties identified in the Standing
Order, on November 1, 2010, the Committee filed complaints
commencing the LBO Actions.  Subsequently, the Committee filed
amended complaints.  The Original Complaints and the Amended
Complaints make various amendments and modifications to the draft
complaints, which include:

  (a) amending the aiding and abetting breach of fiduciary
      duties claim in the draft complaint in the Lender Action
      to add Merrill Lynch Pierce Fenner & Smith Incorporated as
      a defendant and to add allegations concerning conduct of
      Merrill and Citigroup Global Markets, Inc. in their
      capacities as financial advisors;

  (b) adding a claim for professional malpractice against
      Citigroup and Merrill in addition to the existing
      professional malpractice claim against Morgan Stanley as
      financial advisor;

  (c) adding state law fraudulent conveyance claims;

  (d) naming individual lenders and shareholders and other
      persons and entities as defendants to claims as to which
      the Court has granted standing; and

  (e) adding avoidance and disgorgement claims against Samuel
      Zell and related entities.

According to the Committee, the Debtors have consented in writing
to its assertion of all of the claims set forth in the Amended
Complaints.

In a separate filing, the Committee asks the Court to extend the
time to effectuate service under Rule 4(m) of the Federal Rule of
Civil Procedure by six months, to and including September 1, 2011,
in order to facilitate the service of identified defendants and
the identification, notification or service of all as-yet-
unidentified defendants.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRICO MARINE: Arrowgrass Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------
Arrowgrass Master Fund Ltd., and Arrowgrass Distressed
Opportunities Fund Limited, each a holder of Trico Marine
Services, Inc.'s 3.00% Senior  Convertible Debentures due 2027,
filed a for their supplement to their motion to:

   i) direct Trico Marine Services, Inc., to place subsidiaries
      in Chapter 11 cases or, alternatively;

  ii) appoint a Chapter 11 trustee.

Arrowgrass filed the supplement because the facts highlighting the
Debtors' conflicts of interest are now so apparent.

On October 26, 2010, Arrowgrass filed the motion to protect and
preserve the value of parent's interests in its subsidiaries
comprising the Trico Supply Group by requesting, inter alia, the
appointment of a trustee.  Arrowgrass stated that parent's
management breached its duties of care and loyalty to the parent's
creditors, inter alia, by failing to maximize the value of the
Debtors' estates.  Central to the breach by the parent's
management are clear conflicts that disable management from
fulfilling its duties to parent's creditors.

In connection with the motion, Arrowgrass served notices of
deposition on current members of the board, the chief executive
officer, and the chief operating officer of the parent, who have
personal knowledge of the facts and circumstances surrounding the
transactions in question.  Yet, after more than a month of
discussions, the Debtors have still not made these individuals
available for depositions.

Arrowgrass related that cause exists: (i) to require the immediate
appointment of a Chapter 11 trustee under section 1104(a)(1) of
the Bankruptcy Code; and (ii) for the Court to compel to have the
Non-Debtor OpCos placed into Chapter 11.  The Debtors' failure to
properly disclose the fact, that there is little to no value in
the holding companies other than the causes of action, is the most
telling evidence of the Debtors' conflicts.  The value of the
Debtors' estates lies in these actions, yet the Debtors' and their
professionals remain steadfast against pursuing them.

Arrowgrass added that the causes of action must be dealt with
prior to the formulation of any plan of reorganization.
Arrowgrass is represented by:

     Paul N. Silverstein, Esq.
     Robin Russell, Esq.
     Jonathan I. Levine, Esq.
     Abhishek Mathur, Esq.
     450 Lexington Avenue
     New York, NY 10017
     Tel: (212) 850-2800
     Fax: (212) 850-2929

                        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 US$30,562,681 in assets and US$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 provides the independent accountants
and tax advisors for 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.


VELVET ROOM: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Velvet Room Inc
        235 Peachtree Street, Suite 1725
        Atlanta, GA 30303

Bankruptcy Case No.: 10-97283

Chapter 11 Petition Date: December 9, 200

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

Debtor's Counsel: Leonard R. Medley, III, Esq.
                  MEDLEY & KOSAKOSKI, LLC
                  2839 Paces Ferry Road, Suite 850
                  Atlanta, GA 30339
                  Tel: (770) 319-7592
                  Fax: (770) 319-7594
                  E-mail: leonard@mkalaw.com

Scheduled Assets: $118,087

Scheduled Debts: $1,285,988

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-97283.pdf

The petition was signed by Michael Gidewon, owner.


VERTIS HOLDINGS: Has Objection to Confirmation of Prepack Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the plan for Vertis Inc. was almost
unanimously accepted by two classes of noteholders, approval of
the reorganization won't be a slam dunk given objections filed
last week by TWC Share Opportunities Fund V LP and a sister fund.

Vertis is scheduled to present the Plan for confirmation on
December 16.

According to Mr. Rochelle, the two TWC funds object to how the
plan pays only half of a $417,000 consulting agreement claim while
other unsecured claims are paid in full.  TWC lodged a second
objection by saying the Plan pays nothing for termination of a
$6.7 million shareholders' agreement.

                          Pre-Pack Plan

Vertis Holdings announced early December that it has secured
overwhelming note holder support for its voluntary, pre-packaged
Chapter 11 Plan of Reorganization.  At the completion of the
voting period, nearly all of Vertis' noteholders had accepted the
Plan.

Vertis filed together with its Chapter 11 petition a prepackaged
plan of reorganization, which will reduce its total debt by
approximately 60%, or $700 million, while substantially lowering
interest costs, extending maturities and increasing liquidity.

Holders of general unsecured claims are unimpaired and will have
their claims reinstated.  Holders of equity interests in Vertis
Holdings won't recover anything on account of the interests.

Copies of the Plan and the explanatory Disclosure Statement are
available for free at:

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

                     About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- is a marketing
communications company that delivers advertising, direct marketing
and interactive solutions to prominent brands across North
America.

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  The Debtor estimated its assets and debts at
more than $1 billion.  Affiliates also filed separate Chapter 11
petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case
No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC
(Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC
(Bankr. S.D.N.Y. Case No. 10-16174).

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors.
Kurtzman Carson Consultants is the claims and notice agent.
Perella Weinberg Partners is the investment banker and financial
advisor.  FTI Consulting Inc. is the restructuring and financial
advisor.

This is the Debtors' second journey through chapter 11.  On
July 15, 2008, Vertis and American Color Graphics, each commenced
prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to
complete a merger.  In August 2008, Vertis emerged from
bankruptcy, completing a merger with ACG.


VITRO SAB: Delays Tender Offer Payment Due to Bondholders Actions
-----------------------------------------------------------------
Vitro S.A.B. de C.V. disclosed that the settlement payment for the
cash tender offer conducted as a modified Dutch auction in respect
of Vitro's outstanding senior notes will be delayed due to the
disruptive actions by certain members of the so-called "ad hoc
committee" of holders of the Old Notes.

As previously announced, the Tender Offer was expected to settle
on December 10, 2010.  However, without notice to Vitro or any of
its affiliates or any of the participants whose notes they seek to
attach, three funds managed by Aurelius Capital Management filed
suit against Vitro and several of its subsidiaries in New York
State court on December 3, 2010, premised on Vitro's default and
non-payment of the Old Notes, and obtained from the court a pre-
judgment order of attachment on any assets of Vitro located in New
York.  On December 9, 2010, certain funds managed by Elliott
Management Corp. obtained a pre-judgment order of attachment
similar to the Aurelius Order.  On December 9, 2010, the Aurelius
Order was served on D.F. King, which acts as the depositary for
the Tender Offer.  As a result, D.F. King has determined not to
direct the settlement of the Tender Offer until it receives
further guidance from the New York court as to whether its
instructions to settle the Tender Offer will violate the terms of
the Orders and has refused to instruct the Depository Trust
Company to complete the settlement.

Vitro and its wholly-owned subsidiary Administracion de Inmuebles
Vitro, S.A. de C.V., which is not a defendant in either the
Aurelius Action or the Elliot Action, launched the Tender Offer
jointly and have taken the necessary steps to secure a prompt
hearing from the New York court for the purpose of obtaining a
determination that the settlement of the Tender Offer does not
violate the Orders.  A hearing has been scheduled for December 16,
2010, in the New York court, at which Vitro and AIV will seek that
determination, as well as a determination that the distribution of
the consent payments to the holders who have provided their
consents to the Exchange Offer and Consent Solicitation are
likewise permitted.  Vitro and AIV believe that the settlement of
the Tender Offer, and the distribution of the consent payments as
previously announced, in accordance with the applicable offering
documentation, would not violate the Orders and look forward to a
prompt resolution that permits all parties to proceed pursuant to
the terms of the offering documentation as previously announced.

Vitro and AIV have been advised by the depositary that, as of the
Tender Offer Expiration Time on December 7, 2010, approximately
US$44 million in aggregate principal amount of Old Notes had been
tendered pursuant to the Tender Offer.  As previously announced,
Vitro and AIV will accept all of the Old Notes tendered pursuant
to the Tender Offer at a price of US$575 per $1,000 principal
amount of Old Notes, the purchase of which Old Notes will be
financed with the net proceeds of the Loan Agreement between AIV
and Fintech Investments Ltd.  As described in the solicitation
statement, as payment for AIV's obligations under the Loan
Agreement, AIV will cause all of such tendered Old Notes to be
settled directly with, and delivered to, Fintech.  Settlement of
the Tender Offer will proceed as soon as possible following
clearance from the New York court.

"The actions of Aurelius, Elliott or other litigious bondholders
will not disrupt the overall plan for Vitro's restructuring, and
Vitro is committed not to permit such actions to frustrate the
efforts of tendering holders to sell their bonds as contemplated
by the tender offer documents," stated Mr. Claudio Del Valle,
Vitro's Chief Restructuring Officer.  "As was the case in some
recent restructurings, the goal of these opportunistic U.S.
vulture funds in this case is to extract for themselves as much
short-term gains as possible through coercive litigation, at the
expense of Vitro's long-term creditors and other stakeholders and
in total disregard of the company's long-term financial debt
capacity and viability.  As we have said repeatedly, Vitro will
not be bullied or intimidated by these aggressive, litigious
measures," Mr. Del Valle further added.

As previously announced, Vitro is making the relevant consent
payments to all participating creditors who provided their
consents to the Exchange Offer and Consent Solicitation in respect
of their Restructured Debt pursuant to lock-up agreements or the
parallel solicitation in Mexico relating to Vitro's outstanding
Certificados Bursatiles as previously scheduled and will make the
relevant consent payments to holders of Old Notes who validly
tendered their Old Notes in the Exchange Offer and Consent
Solicitation as soon as possible following clearance from the New
York court or otherwise in a way that does not violate the Orders.

Vitro will be filing its pre-packaged Concurso Plan with the
relevant Mexican court no later than December 16, 2010.  Vitro and
its advisors are fully confident that Vitro's Concurso Plan, which
has been prepared and negotiated with the advice and approval of
some of the leading insolvency law practitioners in Mexico, will
be approved by the Mexican court notwithstanding the various
baseless allegations made in the press and circulating in the
market relating to certain legal aspects of Vitro's proposed
restructuring plan.

Fernando del Castillo, partner at the Mexican law firm of
Santamarina y Steta, SC, acting as Fintech's special concurso
mercantil counsel, has reviewed Vitro's Concurso Plan and filings,
pursuant to a confidentiality agreement with the company, and has
stated that: "In my opinion and from the perspective of Mexican
law, Vitro's plan of reorganization meets all the requirements to
be approved and become binding on all unsecured creditors of the
company."  He further commented: "Intercompany claims held by
affiliates of the debtor are allowed to participate and vote the
debtor's plan for the purpose of confirmation of the debtor's
plan. This is in fact a tested aspect of the Concurso Law as
evidenced in various recent high-profile cases in Mexico where
claims of subsidiaries in a concurso process have voted a plan of
reorganization of its parent company and their vote has counted
for such approval".

Vitro does not intend to extend the expiration time of the
Exchange Offer and Consent Solicitation beyond the new expiration
time of December 21, 2010.  Following such expiration time,
creditors of the company will still be able to voluntarily consent
to the Concurso Plan and enter into lock-up agreements with Vitro
but will not be entitled to receive a consent payment (of up to
10% of the aggregate principal amount of the Old Notes they hold)
in respect of their participation in the Concurso Plan.

Accordingly, Vitro strongly encourages creditors who have not yet
provided their consents to the Exchange Offer and Consent
Solicitation to carefully evaluate the terms and conditions of the
proposed restructuring (including the announced consent payments)
and consult with their own advisors or the independent legal and
financial advisors appointed by Vitro to respond to inquiries
from, and act on behalf of, interested holders.  Vitro believes
that it is in the best interest of all long-term creditors of the
company to voluntarily participate in Vitro's proposed
restructuring (either before or after the expiration time of the
Exchange Offer and Consent Solicitation) as they will be the
interested parties that would be most adversely affected by a
protracted and adversarial insolvency process that would only
serve to delay their receipt of the restructuring consideration
under the Concurso Plan.

                         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).


WESTBURY OWNER: Has Until Dec. 31 to Use Cash Collateral
--------------------------------------------------------
CW Capital Asset Management LLC -- as Special Servicer for U.S.
Bank, N.A., Successor to Wells Fargo Bank, N.A., as Trustee for
the Registered Holders of CD 2007-CD4 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD4
-- has permitted Westbury Owner, LLC, to use cash collateral to
pay ordinary operating expenses through and including December 31,
2010.  The Debtor will not use Cash Collateral to pay any capital
expenditures without the consent of the Secured Creditor.

Judge Thomas J. Catliota approved the parties' Stipulation and
Consent Order, dated December 9.  A copy of the agreement is
available at http://is.gd/iE6K7from Leagle.com.

J. Daniel Vorsteg, Esq. -- jdvorsteg@wtplaw.com -- at Whiteford
Taylor & Preston, L.L.P., in Baltimore, Maryland, serves as
counsel for the Debtor.

Heather Deans Foley, Esq. -- hdfoley@Venable.com -- at Venable
LLP, in Baltimore, Maryland, serves as counsel to CW Capital Asset
Management.

Westbury Owner, LLC, filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-30951) on September 12, 2010.


WESTERN HEALTHCARE: Turenne Can Reposses Leased Facilities
----------------------------------------------------------
Judge James J. Robinson lifts the automatic stay in the bankruptcy
case of Western Healthcare, LLC, to permit Turenne Properties Ltd.
to take possession of two assisted living facilities leased by the
Debtor.  Turenne had claimed the parties' lease agreement had
expired under its own terms on September 30, 2010.  The Debtor had
alleged that the Lease had been extended for an additional one-
year term by mutual agreement and, therefore, had not expired.

A copy of Judge Robinson's December 9, 2010 Opinion and Order is
available at http://is.gd/iEkOefrom Leagle.com.

Western Healthcare LLC Services, dba Seasons of Talladega, dba
Summer Place Living Facility, dba Autumn Trace Living Facility,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case
10-43158) on November 8, 2010, listing under $50,000 in assets and
$100,000 to $500,000 in debts.  Chad Arthur Hanson, Esq.
chadhansonesq@netzero.net -- in Anniston, Alabama, serves as the
Debtor's counsel.  A copy of the Debtor's petiton is available at
http://bankrupt.com/misc/alnb10-43158.pdf


WESTVIEW DEVELOPERS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Westview Developers, LLC
        1557 NE 164 Street, Suite 201
        North Miami Beach, FL 33162

Bankruptcy Case No.: 10-47525

Chapter 11 Petition Date: December 9, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Brian S. Behar, Esq.
                  BEHAR, GUTT & GLAZER, P.A.
                  2999 NE 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  E-mail: bsb@bgglaw.net

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

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/flsb10-47525.pdf

The petition was signed by Jarret L. Gross, managing member.


WILDWOOD PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Wildwood Properties, LLC
        13905 Watsonville Road
        Morgan Hill, CA 95037

Bankruptcy Case No.: 10-62706

Chapter 11 Petition Date: December 11, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Wayne A. Silver, Esq.
                  LAW OFFICES OF WAYNE A. SILVER
                  333 W El Camino Real, #310
                  Sunnyvale, CA 94087
                  Tel: (408) 720-7007
                  E-mail: w_silver@sbcglobal.net

Estimated Assets: $0 to $50,000

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

The petition was signed by Richard C. Wilde, managing partner.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
George Shannon                     Services                     $0
650 N. Winchester Boulevard, Suite 6
San Jose CA 95128


W.R. GRACE: 5th Modifications to First Amended Plan Submitted
-------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates, together with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos PI
Future Claimants' Representative, submitted to the U.S. Bankruptcy
Court for the District of Delaware a fifth set of technical
modifications to the First Amended Joint Plan of Reorganization.

The Modifications to the Joint Plan, dated December 8, 2010, were
made to:

  (1) update current notice parties and current counsel, and
      correct typographical errors;

  (2) provide language conforming Article 9 of the Joint Plan
      with language in the proposed Confirmation Order filed by
      the Debtors on April 30, 2010, regarding assumption and
      rejection of contracts with respect to the Sealed Air
      Settlement Agreement and the Fresenius Settlement
      Agreement;

  (3) provide conforming language in Section 7.7(b) of the Joint
      Plan and the Draft Order regarding references to
      sub-classes 7A and 7B;

  (4) provide conforming language in Section 7.7(g) of the Joint
      Plan and the Draft Order to refer to the "Reorganized
      Parent" rather than the "Parent;"

  (5) provide conforming languages in Sections 8.1.1 and 8.1.5
      of the Joint Plan and the Draft Order to eliminate
      references to "Equity Interests" subject to discharge and
      "Disallowed Equity Interests" since Equity Interests are
      neither discharged nor disallowed under the Joint Plan;
      and

  (6) provide language to make clear that under certain
      circumstances, and subject to approval by the U.S.
      District Court for the District of Delaware, Asbestos
      Insurance Entities may be entitled to protection pursuant
      to the Asbestos PI Channeling Injunction after the
      Effective Date, and that Exhibit 5 to the Joint Plan --
      the Schedule of Settled Asbestos Insurance Companies --
      may be modified accordingly.

The Fifth Set of Plan Modifications also includes modifications to
exhibits in the Joint Plan:

  (a) Exhibit 3 -- Asbestos Property Damage Trust Agreement

      Exhibit 3 has been modified to include the names of the
      Trustees of the proposed Asbestos PD Trust.  Richard
      Schiro has been proposed to serve as the Class 7A Trustee
      and Edward B. Cottingham, Jr., has been proposed to serve
      as the Class 7B Trustee.

  (b) Exhibit 5 -- Schedule of Settled Asbestos Insurance
      Companies Entitled to Section 524(g) Protection

      Exhibit 5 has been updated to include the names of
      insurers who have entered into court-approved settlements
      that, under the Joint Plan, would entitle them to
      protection under Section 524(g) of the Bankruptcy Code
      since the filing of the Fourth Set of Plan Modifications
      on March 19, 2010.

  (c) Exhibit 6 -- Asbestos Insurance Transfer Agreement

      Schedule 2 of Exhibit 6 has been updated to reflect all
      Asbestos Insurance Settlement Agreements approved by the
      Bankruptcy Court since the filing of the First Set of Plan
      Modifications on September 4, 2009.

  (d) Exhibit 21 -- Schedule of Unresolved Asbestos PD Claims

      Exhibit 21 has been updated to reflect the total number of
      active Asbestos PD Claims and Asbestos PD Claims currently
      on appeal.  These updates are:

         * Section I has been updated to reflect that as a
           result of court rulings and settlements, there are
           now only two Canadian claims and 17 U.S. claims that
           are neither settled nor on appeal.

         * Section II has been updated to reflect that the
           Anderson Memorial class claims, Claim Nos. 009911 and
           009914, are no longer on appeal.

         * Section II has also been updated to reflect that 37
           Canadian Claims are on appeal and 16 State of
           California claims are no longer on appeal.

         * A new Section III has been updated to reflect that
           the Anderson Memorial class claims are still pending
           but are currently inactive.

         * The title of Exhibit 21 has been modified to more
           accurately conform with the description of Exhibit 21
           in Section 1.1.223 of the Joint Plan.

  (e) Exhibit 25 -- Case Management Order for Class 7a Asbestos
      PD Claims

      Exhibit 25 has been modified in Paragraph I.B.3 to note
      that 37 Canadian Asbestos PD Claims are on appeal, rather
      than 35, as a result of the April 2010 state of
      limitations trial for two of the claims, and the
      Bankruptcy Court's May 4, 2010 order expunging the two
      claims, for which a May 14, 2010 notice of appeal was
      filed.  In addition, the Order Setting Various Deadlines
      Regarding Objections to Asbestos Property Damage Claims
      was modified.

The Debtors assure the Court that the proposed Plan Document
Modifications do not alter in any respect the treatment accorded
to claims or equity interests of any party that has not consented
to or requested those modifications.  Thus, the Plan Proponents
submit that no additional solicitation is required as a result of
the requested modifications.

A summary of the 5th Set of Plan Modifications is available for
free at http://bankrupt.com/misc/grace5thsumm.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court OKs Purchase of Small Start-Up Tech. Company
--------------------------------------------------------------
The Bankruptcy Court has authorized W.R. Grace & Co. and its units
to acquire all or substantially all of the assets of a small
start-up technology company.  The Debtors withheld the name of the
seller to protect the confidentiality of the proposed transaction.

The Seller's assets include its 50% limited liability company
interest in GR 2008 LLC, an Ohio limited liability, of which
Debtor W.R. Grace & Co.-Conn. owns the other 50% limited liability
company interest.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Gets Nod of Associated Int'l Settlement
---------------------------------------------------
W.R. Grace & Co. and its units received approval from the
Bankruptcy Court for a settlement they entered into with
Associated International Insurance Company.

Associated International issued a single policy of excess
liability insurance that provides insurance coverage to Grace.
The Subject Policy was issued for the period June 30, 1979, to
June 30, 1982.  The Subject Policy provides coverage in the amount
of $5 million part of a quota share layer of $50 million per
occurrence and in the aggregate for each annual period for
products and completed operations hazard, all in excess of $100
million underlying limits.

Grace has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims, for which Grace seeks coverage under the Subject Policy.
Disputes have arisen between Grace and Associated International
regarding their rights and obligations under the Subject Policy
with respect to coverage for asbestos-related claims.

The Agreement provides for Associated International to pay to the
Asbestos Personal Injury Trust, to be created pursuant to the
Debtors' Plan of Reorganization, $9.5 million in four equal
quarterly installments.

Lisa G. Esayian, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, says the Agreement is beneficial to the Debtors given
that there is no need for litigation to compel payment of the
amount and enforce the assignment by the Debtors to the Trust of
rights under the Subject Policy.  The Agreement, she notes, is
also a compromise of defenses that Associated International might
have with respect to coverage for any individual Asbestos PI
Claim.

The Agreement includes a complete, mutual release of all claims
under the Subject Policy and is structured as a sale of property
pursuant to Section 363 of the Bankruptcy Code.

The Agreement further provides that if the Plan is confirmed, the
Trust, at its own expense, will enforce the Asbestos PI Channeling
Injunction with respect to Asbestos PI Claims subject to the
Asbestos PI Channeling Injunction that are asserted against
Associated International under the Subject Insurance Policy,
provided, however, that the Trust's obligation in this respect is
limited to expending a sum not to exceed the amount received by
the Trust in the settlement.

A full-text copy of the Associated International Agreement is
available for free at http://bankrupt.com/misc/graceassocdeal.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Investor Says Earnings Growth is Only Counter to LBO Debt
-----------------------------------------------------------
Highly leveraged companies will dodge restructuring in coming
years only if they can grow cash flow, as private-equity sponsors'
ability to inject more equity into portfolio companies is
relatively limited, said one hedge fund manager in New York, Dow
Jones' Small Cap reports.


* Low Default Rates This Year Rain on the Distressed Debt Parade
----------------------------------------------------------------
Dow Jones' Small Cap reports that distressed fund managers raised
billions over the last two years to take advantage of the wave of
restructurings and turnarounds they thought was sure to come as
the economy sputtered.

But, after spiking in 2009, the flood of defaults slowed to a
trickle this year, and some investors question whether there are
enough sad stories to go around, according to the report.


* King & Spalding Elects Three Partners to Its Policy Committee
---------------------------------------------------------------
King & Spalding, a leading international law firm, announced today
it elected three partners to the firm's 10-person policy
committee, effective January 1, 2011.  They are Sarah R. Borders
(Atlanta), Joseph W. Dorn (Washington, D.C.) and Robert F. Perry
(New York).

King & Spalding's policy committee is responsible for firm
policies, strategic initiatives and the overall enhancement of the
firm. Members are elected by the partnership to a three-year term.
The new members replace partners Scott J. Arnold, J. Sedwick
Sollers and Christopher A. Wray, whose terms expire at the end of
2010.

Borders is a member of the firm's financial restructuring
practice.  She represents creditors and debtors in some of the
largest U.S. workouts, restructurings and bankruptcy cases for
major industries, including retail, textiles, real estate and
healthcare. She is a fellow in The American College of Bankruptcy
and former president of the bankruptcy section of the State Bar of
Georgia.

Dorn is a member of the international trade practice.  He focuses
on international trade disputes in the United States, in foreign
countries and before the World Trade Organization.  He has
successfully pursued trade remedy actions on behalf of U.S.
industries against imports from numerous countries and handled a
variety of trade remedy investigations for an array of industries.
Perry is managing partner of the firm's New York office and a
member of the intellectual property practice.  He handles all
facets of intellectual property litigation and counseling, with a
particular emphasis on patent litigation, frequently in the areas
of electronics, semiconductors, networks and telecommunications,
including wireless technology and software. He also represents
clients in patent infringement lawsuits.

                        About King & Spalding

Celebrating 125 years of service, King & Spalding --
http://www.kslaw.com/-- is an international law firm with more
than 800 lawyers in Abu Dhabi, Atlanta, Austin, Charlotte, Dubai,
Frankfurt, Geneva, Houston, London, New York, Paris, Riyadh
(affiliated office), San Francisco, Silicon Valley, Singapore and
Washington, D.C.  The firm represents half of the Fortune 100 and,
according to a Corporate Counsel survey in August 2009, ranks
fifth in its total number of representations of those companies.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                        Total
                                             Total     Share-
                                Total      Working   Holders'
  Company         Ticker        Assets     Capital     Equity
  -------         ------        ------     -------   --------
ABRAXAS PETRO     AXAS US        178.1        (5.2)      (1.7)
ABSOLUTE SOFTWRE  ABT CN         124.2        (6.0)      (6.2)
ACCO BRANDS CORP  ABD US       1,097.3       261.9      (97.3)
AEGERION PHARMAC  AEGR US          2.9       (29.5)     (27.3)
ALASKA COMM SYS   ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG   AXL US       2,071.4        61.9     (469.1)
AMR CORP          AMR US      25,357.0    (2,102.0)  (3,643.0)
ARQULE INC        ARQL US         94.1        45.1       (9.7)
ARRAY BIOPHARMA   ARRY US        139.3        23.0     (125.2)
ARVINMERITOR INC  ARM US       2,879.0       331.0   (1,023.0)
AUTOZONE INC      AZO US       5,640.5      (584.3)    (817.2)
BLUEKNIGHT ENERG  BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E  BOWFF US     2,343.6         -       (100.8)
BOARDWALK REAL E  BEI-U CN     2,343.6         -       (100.8)
BOSTON PIZZA R-U  BPF-U CN       111.3         5.0     (116.3)
BRAVO BRIO RESTA  BBRG US        162.8       (28.9)     (61.5)
CABLEVISION SY-A  CVC US       7,501.6      (157.7)  (6,222.8)
CAMPUS CREST COM  CCG US         327.5         -        (60.7)
CC MEDIA-A        CCMO US     17,393.5     1,410.4   (7,219.6)
CENTENNIAL COMM   CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC        CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY   CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY   LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS     CHH US         403.3       (11.5)     (75.5)
CLEVELAND BIOLAB  CBLI US         11.9        (9.7)     (10.0)
COMMERCIAL VEHIC  CVGI US        289.3       114.0       (5.7)
COMPLETE GENOMIC  GNOM US         39.8       (20.9)      (0.6)
CONSUMERS' WATER  CWI-U CN       869.7         9.9     (263.6)
CUMULUS MEDIA-A   CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP      DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A    DISH US      9,292.9       733.1   (1,416.5)
DISH NETWORK-A    EOT GR       9,292.9       733.1   (1,416.5)
DOMINO'S PIZZA    DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET  DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK     EK US        6,929.0     1,406.0     (213.0)
EPICEPT CORP      EPCT SS          6.7        (1.1)     (14.2)
EXELIXIS INC      EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO     F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO     F BB       180,330.0   (18,558.0)  (1,740.0)
GENCORP INC       GY US          981.8       150.8     (224.9)
GLG PARTNERS INC  GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS  GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING  GRM US       2,840.3       259.1     (580.3)
HEALTHSOUTH CORP  HLS US       1,796.9       124.3     (394.9)
HICKS ACQUISITIO  HKACU US         0.8        (0.8)      (0.1)
HOVNANIAN ENT-A   HOV US       1,909.8     1,264.2     (207.4)
HOVNANIAN ENT-B   HOVVB US     1,909.8     1,264.2     (207.4)
IDENIX PHARM      IDIX US         63.1        24.0      (21.3)
INCYTE CORP       INCY US        464.6       305.0     (128.9)
INTERMUNE INC     ITMN US        143.9        10.2      (67.7)
IPCS INC          IPCS US        559.2        72.1      (33.0)
JAZZ PHARMACEUTI  JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY INCO  JE-U CN      1,834.1      (578.0)    (497.2)
KNOLOGY INC       KNOL US        658.7        53.5       (5.3)
LIGAND PHARM-B    LGNDD US       112.6        (1.4)      (1.1)
LIGHTING SCIENCE  LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A  TVL US         782.4        21.2     (146.9)
LORILLARD INC     LO US        3,504.0     1,665.0      (38.0)
MAINSTREET EQUIT  MEQ CN         399.4         -         (8.6)
MANNKIND CORP     MNKD US        305.1        76.5     (181.4)
MEAD JOHNSON      MJN US       2,217.6       414.5     (415.7)
MOODY'S CORP      MCO US       2,348.2       508.8     (297.6)
MORGANS HOTEL GR  MHGC US        759.1        47.0      (42.1)
NATIONAL CINEMED  NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL     NAV US       9,418.0     2,011.0   (1,040.0)
NEWCASTLE INVT C  NCT US       3,760.1         -       (591.2)
NEXSTAR BROADC-A  NXST US        607.6        31.2     (189.9)
NORTH AMERICAN G  NMGL US          0.0        (0.1)      (0.1)
NPS PHARM INC     NPSP US        228.8       147.8     (149.8)
OTELCO INC-IDS    OTT US         331.6        27.5       (3.5)
OTELCO INC-IDS    OTT-U CN       331.6        27.5       (3.5)
PALM INC          PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN  PDLI US        257.5        26.1     (304.5)
PETROALGAE INC    PALG US          5.9        (8.2)     (51.6)
PHARMATHENE INC   PIP US          21.6       (17.7)     (11.4)
PLAYBOY ENTERP-A  PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B  PLA US         165.8       (16.9)     (54.4)
PRIMEDIA INC      PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP  PRMW US         29.0       (29.4)      (9.6)
PROTECTION ONE    PONE US        562.9        (7.6)     (61.8)
QUALITY DISTRIBU  QLTY US        284.3        26.9     (132.9)
QUANTUM CORP      QTM US         459.6       127.8      (83.7)
QWEST COMMUNICAT  Q US        18,959.0    (1,163.0)  (1,425.0)
REGAL ENTERTAI-A  RGC US       2,670.3       114.1     (267.3)
REVLON INC-A      REV US         794.8        86.9     (991.8)
RSC HOLDINGS INC  RRR US       2,736.4      (175.7)     (37.5)
RURAL/METRO CORP  RURL US        293.7        46.4      (95.1)
SALLY BEAUTY HOL  SBH US       1,589.4       387.1     (460.3)
SEALY CORP        ZZ US          964.9       161.4      (95.4)
SINCLAIR BROAD-A  SBGI US      1,536.2        37.8     (156.0)
SINCLAIR BROAD-A  SBTA GR      1,536.2        37.8     (156.0)
SMART TECHNOL-A   SMA CN         559.1       201.9      (63.2)
SMART TECHNOL-A   SMT US         559.1       201.9      (63.2)
SPECTRAL CAPITAL  FCCN US          0.0        (0.0)      (0.0)
STEREOTAXIS INC   STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES   SUI US       1,164.1         -       (131.0)
SYNERGY PHARMACE  SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS   TCO US       2,529.7         -       (541.1)
TEAM HEALTH HOLD  TMH US         886.9         4.7      (18.2)
THERAVANCE        THRX US        212.6       161.1     (141.1)
UNI-PIXEL INC     UNXLD US         1.3        (3.0)      (2.9)
UNISYS CORP       UIS US       2,840.1       472.1   (1,034.2)
UNITED CONTINENT  UAL US           -      (1,186.0)  (2,206.0)
UNITED RENTALS    URI US       3,744.0       188.0      (15.0)
VECTOR GROUP LTD  VGR US         859.0       245.3      (37.7)
VENOCO INC        VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A   VM US          307.4      (138.3)    (244.2)
WARNER MUSIC GRO  WMG US       3,779.0      (592.0)    (211.0)
WEIGHT WATCHERS   WTW US       1,103.1      (377.9)    (708.2)
WORLD COLOR PRES  WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES  WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO     GRA US       4,209.6     1,333.7     (175.1)
YRC WORLDWIDE IN  YRCW US      2,673.1      (288.2)    (121.7)
ZOGENIX INC       ZGNX US         55.0        (0.9)     (34.5)



                           *********

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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