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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 15, 2010, Vol. 14, No. 347

                            Headlines

201 JERUSALEM: Case Summary & 5 Largest Unsecured Creditors
21 WORCESTER: Voluntary Chapter 11 Case Summary
2201 WEST: Voluntary Chapter 11 Case Summary
5440 W SAHARA: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Moody's Removes 'B1' Provisional Ratings

AFFINIA GROUP: S&P Retains 'CCC+' Rating on $100 Mil. Notes
ADAM TITUS: Case Summary & 15 Largest Unsecured Creditors
ADVOCATE FIN'L: Ch. 11 Trustee Can Use Hancock Cash Collateral
ALON USA: S&P Puts 'B' Corp. Rating on CreditWatch Negative
APEX DIGITAL: Wants Plan Exclusivity Until February 13

APEX DIGITAL: U.S. Trustee Forms 3-Member Creditors Committee
ARLIE & COMPANY: Can Access Lenders' Cash Until January 2011
ARLIE & COMPANY: Taps Pachulski Stang as Bankruptcy Counsel
ARLIE & COMPANY: Can Hire Ball Janik as Special Counsel
ASARCO LLC: Left Toxic Waste in El Paso Site, Ex-Employees Say

BANNING LEWIS: Reorganization to Remain in Delaware
BERNARD L MADOFF: Investors Offering to Buy Claims at Discount
BIOFUEL ENERGY: Aims to Raise Capital to Avoid Bankruptcy
BORERAY, LLC: Voluntary Chapter 11 Case Summary
BRIARWOOD CAPITAL: Court Gives Marsch Trustee Chance to Probe

BRIGGS & STRATTON: Moody's Assigns 'Ba3' Rating to $200 Mil. Notes
BRIGGS & STRATTON: S&P Assigns 'BB-' Rating to $200 Mil. Notes
BROADSTRIPE LLC: Settles with Lenders, Unsecured Creditors
CANNON RANCH: Files List of 20 Largest Unsecured Creditors
CENTAUR LLC: To Present Revised Plan for Confirmation on Jan. 21

CHESTER INDUSTRIAL: Case Summary & 2 Largest Unsecured Creditors
CHRISTOPHER MONTEALEGRE: Case Summary & 7 Largest Unsec Creditors
CLAIM JUMPER: Wants 90 Days Plan Exclusivity Extension
CLEARWIRE COMMUNICATIONS: Moody's Assigns 'B2' Rating to Notes
COLONIAL BANCGROUP: To Pay All Claims from Liquidation Proceeds

COLONY PROPERTIES: Court Gives Marsch Trustee Chance to Probe
CONVATEC HEALTHCARE: Moody's Assigns 'B2' Corp. Family Rating
CRYSTAL CATHEDRAL: U.S. Trustee Forms 7-Member Creditors Committee
CRYSTAL CATHEDRAL: Files Schedules of Assets and Liabilities
CRYSTAL CATHEDRAL: Section 341(a) Meeting Slated for January 3

D & L EQUIPMENT: Wells Fargo's Security Interest Duly Perfected
DALAL METWALLY: Case Summary & 8 Largest Unsecured Creditors
DUBAI WORLD: Emirates Airline Chief to Lead Firm
EMERALD ONE: Case Summary & 4 Largest Unsecured Creditors
ESSAR STEEL: Moody's Retains 'Caa1' Corporate Family Rating

FAIRFAX FINANCIAL: Moody's Reviews 'Ba1' Senior Unsec. Debt Rating
FLINT TELECOM: Kodiak Offers 170-Mil. Shares for Resale
FRIENDSHIP UTILITIES: Voluntary Chapter 11 Case Summary
FX REAL ESTATE: Kanavos Entities Report 42% Equity Stake
GELTECH SOLUTIONS: Board Grants 5-Year Stock Option to CEO & Pres.

GENERAL MOTORS: Barclays and Goldman Start Quoting Prices on CDS
GENERAL MOTORS: Offering Buyouts to 3,000 Workers
GENERAL MOTORS: GM Daewoo to Repay $1 Billion Korean Debt
GENERAL MOTORS: New GM Denies Liability to B. Kidwell
GENERAL MOTORS: IUE-CWA Proposes to Assign Claim to VEBA Trust

GREAT ATLANTIC & PACIFIC: Wins Interim Nod for $800MM of Financing
GREAT ATLANTIC & PACIFIC: Has Interim Access to Cash Collateral
GREAT ATLANTIC & PACIFIC: Gets OK for Intercompany Transactions
GREAT ATLANTIC & PACIFIC: Cut by S&P to 'D' After Ch. 11 Filing
GREAT ATLANTIC & PACIFIC: Moody's Downgrades PDR to 'D'

GREAT SLAM: Case Summary & 3 Largest Unsecured Creditors
GROUSE, LLC: Case Summary & 5 Largest Unsecured Creditors
GSC GROUP: Judge Moves Sale Hearing as Shareholders Object
GUY JAMES: Case Summary & 5 Largest Unsecured Creditors
HAWES PROPERTIES: Case Summary & 3 Largest Unsecured Creditors

HD SUPPLY: Incurs $99 Million Net Loss in October 31 Quarter
HERCULES OFFSHORE: Files S-3; Plans to Sell $750MM in Securities
HERCULES OFFSHORE: MENAdrill Ends Hull 109 Project
HILL COUNTRY: Case Summary & 13 Largest Unsecured Creditors
HILLS CENTER: Case Summary & 8 Largest Unsecured Creditors

HUNTINGTON BANCSHARES: Fitch Lifts Preferred Stock Rating From BB
IDA KUENZLI: Case Summary & 18 Largest Unsecured Creditors
IDO SECURITY: H. Shabat Has Options to Purchase 240,000 Shares
INNKEEPERS USA: Best Western Can't End Agreement
INSIGHT HEALTH: Has $15-Mil. Financing; Loan Matures in 6 Months

INSIGHT HEALTH: Wants to Waive Filing of Schedules & Statements
INSIGHT HEALTH: Wants Sale & Transfer of De Minimis Assets
INSIGHT HEALTH: Receives Approval of First Day Motions
INTERNATIONAL GAUDIYA: Voluntary Chapter 11 Case Summary
J STROBER & SONS: Case Summary & 20 Largest Unsecured Creditors

JACKSON HEWITT: Incurs $19.4-Mil. Net Loss in October 31 Qtr.
JACKSON HEWITT: Unit Reaches Program Deal With Santa Barbara
JANICE CASTEEL: Voluntary Chapter 11 Case Summary
JERRY MCWILLIS: Court Confirms BofA Plan Over Debtors' Plan
JETBLUE AIRWAYS: Reports Performance & Outlook for 4th Qtr. 2010

KENAN ADVANTAGE: Moody's Affirms 'Ba3' Rating on Senior Loan
KEVIN KLEIN: Case Summary & 14 Largest Unsecured Creditors
LAKE AT LAS VEGAS: Bass Bros. Seek Guaranty v. Credit Suisse
LDK SOLAR: Inks Supply Contract With Shanxi Lu'An
LEHMAN BROTHERS: May Face Rival Plan from Paulson, Et Al.

LEHMAN BROTHERS: LBSF Wants Machne Ordered to Respond to Subpoena
LEHMAN BROTHERS: LBHI-Aurora Settlement Completed
LEHMAN BROTHERS: LBHI-Woodlands Complete Settlement
LEHMAN BROTHERS: Proposed ADR Process for Derivatives Hits Snag
LEHMAN BROTHERS: Closes Archstone Credit Restructuring

LEON SUGARS: Case Summary & 20 Largest Unsecured Creditors
LEVI STRAUSS: Declares One-Time Cash Dividend of $20 Million
LEVON EMERT: Case Summary & 13 Largest Unsecured Creditors
LODGENET ENT: E. Shapiro Owns 5.1 Million Shares of Common Stock
LOYAL FEATHERSTONE: Voluntary Chapter 11 Case Summary

LUIS VILLARREAL: Case Summary & 20 Largest Unsecured Creditors
MAMMOTH SAN JUAN: Court Dismisses Chapter 11 Case
MAS CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
MINOR FAMILY: Dist. Ct. Affirms Remand of Specialty Finance Suit
MINOR FAMILY: Dist. Ct. Denies Bid to Consolidate 3 Lawsuits

MLM INFORMATION: S&P Assigns 'B' Long-Term Corporate Credit Rating
MMFX TECHNOLOGIES: Files for Chapter 11 Due to Creditor Dispute
MMFX TECHNOLOGIES: Case Summary & 19 Largest Unsecured Creditors
MOLECULAR INSIGHT: Asks for Court's Nod to Use Cash Collateral
MOLECULAR INSIGHT: Taps Kramer Levin as Lead Bankruptcy Counsel

MOLECULAR INSIGHT: Wants to Hire Omni Management as Claims Agent
MONEYGRAM INT'L: Wins Appeal in Western Union Patent Case
MONEYGRAM INT'L: Makes $75 Million Prepayment on Tranche B Loan
MOVIE GALLERY: 4th Cir. Affirms Keith Cousins Contempt Order
MPG OFFICE: Sets Feb. 2 Special Meeting of Stockholders

MSGI SECURITY: To Restate March 31 Financial Statements
NATIONAL COAL: Shareholders Approve Merger into Ranger Energy
NCOAT INC: Wants Plan Exclusivity Until February 12
NICHOLAS MARSCH: Court Defers Conversion Ruling Until Jan. 10
NICHOLAS MARSCH: Court Gives Trustee Opportunity to Investigate

NMT MEDICAL: Seeks Confidential Treatment of Exhibit
NOVADEL PHARMA: ProQuest Discloses 42.4% Equity Stake
NPS PHARMACEUTICALS: P. Granadillo Does Not Own Any Securities
NUVEEN INVESTMENTS: Loan Amendment Won't Affect Moody's Ratings
NUVEEN INVESTMENTS: S&P Affirms 'B-' Counterparty Credit Rating

OLDE PRAIRIE: Has Equity Cushion Over CenterPoint's Claim
ORLEANS HOMEBUILDERS: S&P Assigns 'B-' Corporate Credit Rating
OVERSEAS SHIPHOLDING: S&P Puts BB- Rating on CreditWatch Negative
PACIFIC ENERGY: Lloyd's of London Sues to Block Volcano Claim
PASADENA PLAYHOUSE: Seeks to Raise $2 Million

PCS EDVENTURES!: Discloses Non-paid Furloughs Until End of 2010
POWER EFFICIENCY: H. Sarkowsky Discloses 18.7% Equity Stake
POWER EFFICIENCY: P. Meisel Discloses 29.4% Equity Stake
PROBE RESOURCES: Files for Chapter 11 Bankruptcy
PROBE RESOURCES: To Delay Filing of Financial Statements

QOC I: Wins Approval to Sell All Assets to Wells Fargo
QUEBECOR MEDIA: DBRS Assigns BB (Low) Provisional Rating
QUEBECOR MEDIA: Moody's Rates Senior Unsecured Notes at 'B1'
RCC SOUTH: Can Continue Using Cash Collateral Until January 31
RCC SOUTH: Files Disclosure Statement; Jan. 20 Hearing Set

REMEDIATION FINANCIAL: Plan Outline Hearing Continued to March 31
REALOGY CORPORATION: Consents for Exchange Offers Due Dec. 14
RHI ENTERTAINMENT: Wants Logan & Co. as Claims & Noticing Agent
RHI ENTERTAINMENT: Wants DIP Financing & Cash Collateral Use
RIATA RESOURCES: Secures Forbearance From Canadian Western Bank

RICKY MURRAY: Case Summary & 20 Largest Unsecured Creditors
RMAA REAL ESTATE: Petitioners Barred From Filing Bankruptcy
ROCK & REPUBLIC: Deal With Bluestar Alliance Fell Through
RONALD GILBERT: Confirmed Plan Calls for Dec. 16 Auction
ROSEMARIE BREAULT: Case Summary & 6 Largest Unsecured Creditors

ROTHSTEIN ROSENFELDT: Investors Will Split $10-Mil. Settlement
ROTECH HEALTHCARE: Commences Offer to Exchange $230 Mil. Sr. Notes
SAINT VINCENTS: Wants Plan Filing Period Extended to April 11
SB PARTNERS: To Sell Warehouse Center to Duke for $19.5 Million
SCOTTS MIRACLE-GRO: Moody's Assigns 'B1' Rating to $200 Mil. Notes

SCOTTS MIRACLE-GRO: S&P Raises Corporate Credit Rating to 'BB'
SECUREALERT INC: Stockholders to Resell 47.1 Million Shares
SEMGROUP LP: Oil Producers Fail in Bid to Retransfer 3 Lawsuits
SEMGROUP LP: Bankr. Court Denies Samson's Bid to Retransfer Suits
SIMON WORLDWIDE: 7.6% of Outstanding Shares Tendered to Overseas

SK FOODS: Dist. Court Says Non-Debtor Units' Counsel May Seek Fees
SPEEDWAY MOTORSPORTS: Loan Amendment Won't Affect Moody's Rating
SUN CONTROL: Voluntary Chapter 11 Case Summary
SUNRISE SENIOR LIVING: Sells 29 Facilities to CNL for $261MM
SUPPLIES & SERVICES: Banco Popular Has Priority Over Nacco

TAYLOR BEAN: Farkas Trial to Start First Week in April
TELTRONICS INC: Names Mayer Hoffman as New Auditor
TENET HEALTHCARE: Fitch Puts 'B-' Rating on Positive Watch
TERRESTAR NETWORKS: Amends Joint Plan & Disclosure Statement
TRIBUNE CO: Oaktree/Angelo Insist Akin Gump Violating Rules

TRIBUNE CO: Creditors Panel OKs Sitrick Hiring on Lower Fees
TRIBUNE CO: Committee Revises Lawsuit vs. JPMorgan, et al.
TRICO MARINE: Creditors Object to Sale of Truckee River
TSO, INC.: Voluntary Chapter 11 Case Summary
TUCSON INDUSTRIAL: S&P Downgrades Rating on Debt to 'BB+'

TWIN CREEK: Case Summary & 4 Largest Unsecured Creditors
UNI-PIXEL INC: Prices Shares at $5 Apiece in Public Offering
UNIFI INC: S&P Raises Corporate Credit Rating to 'B'
UNISYS CORP: Clay Lifflander Resigns from Board of Directors
UNITED CONTINENTAL: Reports 4.8% Hike in Traffic in November

USG CORP: Launches Program to Cut Overhead and Other Costs
VIASYSTEMS INC: Moody's Upgrades Corporate Family Rating to 'B2'
VIKING SYSTEMS: W. Bopp Discloses 30.4% Equity Stake
VITRO SAB: Files Concurso Plan in Mexican Court
VITRO SAB: Files for Chapter 15 Bankruptcy in New York

VITRO SAB: Chapter 15 Case Summary
VM ASC: Ch. 11 Trustee Wants to Retain Neugebauer as Counsel
WARNER MUSIC: Offers 2-Mil. in Deferred Compensation Obligations
W.P. HICKMAN: Plan of Liquidation Declared Effective

* Only 99 Public Companies Have Filed for Bankruptcy This Year

* Lender Processing Services Officials Sued for Mismanagement

* S&P Makes Changes to SmallCap 600 After A&P Ch. 11 Filing

* Upcoming Meetings, Conferences and Seminars

                            *********

201 JERUSALEM: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 201 Jerusalem Ave, Massapequa LLC
        201 Jerusalem Aveue
        Massapequa, NY 11758

Bankruptcy Case No.: 10-79523

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Gary M Kushner, Esq.
                  FORCHELLI, CURTO, DEEGAN, SCHWARTZ, MINEO
                  COHN & TERRANA, LLP
                  The Omni
                  333 Earle Ovington Boulevard, Suite 1010
                  Uniondale, NY 11553
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729
                  E-mail: Gkushner@ForchelliLaw.com

Scheduled Assets: $5,615,000

Scheduled Debts: $3,408,252

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-79523.pdf

The petition was signed by John DeJohn, managing member.


21 WORCESTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 21 Worcester Street, LLC
        21 Worcester Street
        Boston, MA 02118

Bankruptcy Case No.: 10-23409

Chapter 11 Petition Date: December 13, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Staci A. Cerrato, Esq.
                  PORTNOY AND GREENE, P.C.
                  687 Highland Avenue
                  Needham, MA 02494
                  Tel: (781) 726-6250
                  E-mail: scerrato@portnoygreene.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 Vladimir Pave, manager.


2201 WEST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 2201 West Fulton L.L.C.
        2201 W. Fulton
        Chicago, IL 60612

Bankruptcy Case No.: 10-54977

Chapter 11 Petition Date: December 13, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  Vikram R. Barad, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 W. Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com
                          vbarad@maxwellandpotts.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 Lee Facklis, manager.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Resolution Digital Studios, L.L.C.    10-42066            09/20/10
Show Department, Inc.                 10-42055            09/20/10
Boreray, L.L.C.                       10-54980            12/13/10


5440 W SAHARA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 5440 W Sahara LLC
        5440 W. Sahara Avenue, Third Floor
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-32948

Chapter 11 Petition Date: December 9, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Frederick A. Santacroce, Esq.
                  SANTACROCE LAW OFFICES, LTD.
                  706 S 8th St.
                  Las Vegas, NV 89101
                  Tel: (702) 598-1666
                  E-mail: fasatty@yahoo.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 Michael Hesser for NPPMM Inc., Debtor's
manager.


ABITIBIBOWATER INC: Moody's Removes 'B1' Provisional Ratings
------------------------------------------------------------
Moody's removed the provisional designation on AbitibiBowater
Inc's B1 senior secured notes, corporate family and probability of
default ratings.  The provisional ratings were assigned pending
the emergence from bankruptcy and the closing of the exit
financing.  The outlook for the ratings is stable.

                        Ratings Rationale

AbitibiBowater's B1 CFR primarily reflects Moody's expectation for
the company's adjusted leverage metrics, its leading market
position in terms of market share and cost position, and the
company's strong liquidity position.  The rating is also supported
by the diversification provided by the company's position in
newsprint, commercial printing papers, market pulp and lumber.
ABI's CFR rating is constrained by the secular decline in demand
for newsprint and the company's exposure to the volatile market
pulp and weak wood products markets.  Execution risks in
management's focus on cost reduction and the potential
transformation to other grades are also considered, including the
potential for additional capital expenditures.

The stable long-term ratings outlook considers ABI's strong
liquidity position and expectations that the company will be able
to maintain acceptable credit protection metrics through
anticipated volatile industry conditions.

Future upward migration for ABI's rating would depend on a
sustained improvement in the company's financial performance.
Quantitatively, this could result if normalized RCF/TD and (RCF-
Capex)/TD measures exceed 12% and 7%, respectively, on a
sustainable basis, while maintaining good liquidity.

ABI's ratings could face downward ratings pressure if industry
conditions deteriorate suddenly leading to a significant
deterioration in liquidity arrangements or if normalized (RCF-
Capex)/TD measures drop below 2%.

Assignments:

Issuer: AbitibiBowater Inc.

  -- Probability of Default Rating, Assigned B1
  -- Corporate Family Rating, Assigned B1
  -- Senior Secured Regular Bond/Debenture, Assigned B1

Moody's last rating action was on September 14, 2010, when Moody's
assigned provisional (P) B1 ratings to ABI's secured notes, CFR
and probability of default rating.

AbitibiBowater Inc produces various grades of newsprint,
commercial printing and packaging papers, market pulp and wood
products.  The company is the largest producer of newsprint in the
world with worldwide capacity estimated at 3.3 million metric
tons.  The company also produces coated mechanical paper (capacity
of approximately 658,000 metric tons), specialty papers (capacity
of approximately 1.8 million metric tons) and market pulp
(capacity of approximately 1.1 million metric tons).  The company
also operates 18 sawmills in Canada that produce construction-
grade lumber.


AFFINIA GROUP: S&P Retains 'CCC+' Rating on $100 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' issue-
level and '6' recovery ratings on Affinia Group Inc.'s recent
offering of notes remain unchanged after the amount was raised to
$100 million from $75 million.  The notes are an addition to
Affinia's $267 million, 9% senior subordinated notes outstanding
that are due 2014 (originally issued on Nov. 30, 2004).

On Dec. 6, 2010, S&P assigned the debt a rating of 'CCC+' and a
recovery rating of '6', reflecting S&P's expectation that lenders
would receive negligible (0% to 10%) recovery of principal in the
event of a default.  The add-on notes have the same terms as, and
will be treated as a single series with, the 9% senior
subordinated notes.  The add-on notes are guaranteed on an
unsecured senior subordinated basis by the parent company and
certain current and future wholly owned domestic subsidiaries.

Net proceeds from the notes issuance will be used to repay
$49 million in existing indebtedness under a $315 million unrated
asset-based loan revolving credit facility and to finance the
$24 million acquisition of the company's remaining 50% interest
of its India joint venture.

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

                           Ratings List

                        Affinia Group Inc.

       Corporate Credit Rating                 B/Stable/--

                        Ratings Unchanged

                        Affinia Group Inc.

           $367 mil. 9% sr. sub. notes due 2014    CCC+
            Recovery Rating                        6


ADAM TITUS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Adam P. Titus
        1350 North Town Center No. 1056
        Las Vegas, NV 89144

Bankruptcy Case No.: 10-33036

Chapter 11 Petition Date: December 10, 2010

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

Judge:  Linda B.Riegle

Debtor's Counsel: Robert Spear, Esq.
                  REMMEL & SPEAR, LLP
                  7456 West Sahara Ave., Suite 101
                  Las Vegas, NV 89117
                  Tel: (702) 750-0571
                  Fax: (702) 750-0572
                  E-mail: rspear@remmelspear.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-33036.pdf


ADVOCATE FIN'L: Ch. 11 Trustee Can Use Hancock Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
has granted, on a final basis, the motion of Louis M. Phillips,
the Chapter 11 trustee for the bankruptcy estate of Advocate
Financial, L.L.C., for permission to use cash collateral,
specifically cash in bank accounts and cash generated by Advocate
Financial's operations, in which Hancock Bank of Louisiana asserts
a lien.

As adequate protection, the Chapter 11 trustee grants Hancock Bank
a security interest in and lien upon the cash collateral and all
other of the now owned and hereafter-acquired movable and
immovable property, assets, and rights of Advocate Financial, and
the proceeds, products, rents, offspring, and profits thereof.

The Chapter 11 trustee will use cash collateral in accordance with
a budget.  The cash collateral use will expire, subject to any
applicable notice requirements, on the earliest to occur of
certain Termination Events, one of which is the dismissal or
conversion of this Chapter 11 case to a case under Chapter 7 of
Title 11 of the United States Code.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. M.D. La.
Case No. 10-10767).  Attorneys at Baldwin Haspel Burke & Mayer
serve as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $19,370,268 in total assets and $10,769,568 in
total liabilities.


ALON USA: S&P Puts 'B' Corp. Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
corporate credit ratings on Dallas-based Alon USA Energy Inc. and
Alon Refining Krotz Springs Inc. on CreditWatch with negative
implications.

At the same time, S&P also placed the 'B+' issue-level rating on
Alon USA's term loan B and the 'B' issue-level rating Alon Krotz
Springs' $216.5 million senior secured notes on CreditWatch with
negative implications.  The recovery rating on Alon USA's term
loan B remains '2' indicating S&P's expectation of a substantial
(70% to 90%) recovery in a payment default.  The recovery rating
on the $216.5 million senior secured notes remains '3', indicating
S&P's expectation of meaningful (50% to 70%) recovery.

Standard & Poor's intends to resolve the CreditWatch sometime in
the first quarter of 2011.  At the same time S&P will evaluate how
successful Alon is in executing its operating plans as it works
toward managing the Krotz Springs crude feedstock and starts the
recently purchased Bakersfield refinery to support its California
assets.


APEX DIGITAL: Wants Plan Exclusivity Until February 13
------------------------------------------------------
Apex Digital, Inc., is asking the U.S. Bankruptcy Court for the
Central District of California to extend its exclusive periods to
file and solicit acceptances for the proposed plan of
reorganization until February 13, 2011, and May 14, 2011,
respectively.

The Bankruptcy Court will convene a hearing today, December 15,
2010, at 9:30 a.m., to consider Apex Digital, Inc.'s request to
extend its exclusivity periods.

In its request, the Debtor related that it needs additional time
to formulate a plan.  The Debtor is focusing on providing Kith
Consumer Product, Inc., among other things, business and product
development services and customer service and warranty services
for certain consumer electronic products as contemplated in a
Consulting, Sale and Settlement Agreement dated as of August 17,
2010.  The transactions contemplated by the Sale and Settlement
Agreement, will result in:

   -- the debt owed to Kith Electronics reduced to $1.5 million,
      with the residual claim to remain subject to Kith
      Electronics' existing security interest and lien in
      its collateral, to the same priority, force and effect as
      Kith Electronics' security interest and lien existing
      prepetition in the collateral; and

   -- the Debtor to continue utilizing and monetizing its pipeline
      connections as a consultant, notwithstanding its inability
      to continue operating the Television Business.

In addition, the Debtor needs to finalize the proofs of claim and
interest in the Debtor's case so that it may ascertain the total
amount, number and types of claims and interests asserted against
the Debtor's estate.

                        About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection on August 17, 2010
(Bankr. C.D. Calif. Case No. 10-44406).  Juliet Y. Oh, Esq., in
Los Angeles, California, represents the Debtor.  The Debtor
estimated assets and debts at $10 million to $50 million.


APEX DIGITAL: U.S. Trustee Forms 3-Member Creditors Committee
-------------------------------------------------------------
Peter C. Anderson, United States Trustee for Region 16, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Apex Digital, Inc.

The Creditors Committee members are:

1. Jiangsu Hongtu High Tech Co., Ltd.
   c/o Law Offices of Alan S. Gutman
   9401 Wilshire Blvd., Suite 575
   Beverly Hills, CA 90212
   Tel: (310) 385-0700
   Fax: (310) 385-0710
   E-mail: alangutman@gutmanlaw.com

2. MPEG, LA, L.L.C.
   c/o Michael H. Steinberg, Esq.
   Sullivan & Cromwell LLP
   1888 Century Park East, Suite 2100
   Los Angeles, CA 90067
   Tel: (310) 712-6670
   Fax: (310) 407-2674
   E-mail: steinbergm@sullcrom.com

3. Wi-Lan, Inc.
   Attn: Prashant Watchmaker, Assistant General Counsel
   11 Holland Ave., Suite 608
   Ontario, Kiyiwi, Canada
   Tel: (613) 688-4331
   Fax: (613) 688-4894
   E-mail: pwatchmaker@wilan.com

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

The Committee is represented by:

     Ira D. Kharasch, Esq.
     Robert M. Saunders, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     1010 Santa Monica Blvd., 11th Floor
     Los Angeles, CA 90067-4100
     Tel: (310) 277-6910
     Fax: (310) 201-0760
     E-mail: ikharasch@pszjlaw.com
             rsaunders@pszjlaw.com

                        About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection on August 17, 2010
(Bankr. C.D. Calif. Case No. 10-44406).  Juliet Y. Oh, Esq., in
Los Angeles, California, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million as of the Petition Date.


ARLIE & COMPANY: Can Access Lenders' Cash Until January 2011
------------------------------------------------------------
The Hon. Albert E. Radcliffe of the U.S. Bankruptcy Court for the
District of Oregon authorized Arlie & Company to access cash
collateral in which Bank of America, Siuslaw Bank, Summit Bank,
Umpqua Bank, and Washington Federal Savings claim a security
interest.

The Debtor will use the cash collateral to fund its operations
until January 2011.

For each lender, as adequate protection, the Debtor will deposit
the cash proceeds generated from the collateral securing the debt
of the lender into one or more separate and segregated accounts.
With respect to the cash collateral of Bank of America, the
segregated accounts with respect to the collateral will be
maintained in Debtor's name at Bank of America.

Each month, the Debtor will provide each lender, the Unsecured
Creditors Committee and the U.S. Trustee a monthly activity report
showing the revenue received and, the cash disbursed for each
month, by property, by budget line item, comparison of actual to
budget, well as provide an accounts payable aging report.

The Debtor will also maintain insurance on its assets and allow
inspection of its assets as provided in the lender's respective
loan documents.

The authority of Debtor to use cash collateral of any lender will
terminate on the occurrence of an event of default or a
termination event.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Pachulski
Stang Ziehl & Jones LLP, and Ball Janik LLP, serve as the Debtor's
bankruptcy counsel.  The Company disclosed $227,191,924 in assets
and $65,412,220 in liabilities as of the Chapter 11 filing.


ARLIE & COMPANY: Taps Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------
The Hon. Albert E. Radcliffe of the U.S. Bankruptcy Court for the
District of Oregon authorized Arlie & Company to employ Pachulski
Stang Ziehl & Jones LLP, as bankruptcy counsel.

PSZJ is representing the Debtor in the Chapter 11 proceedings.

To the best of the Debtor's knowledge, PSZJ is a ?disinterested
person? as that term is defined in Section 101(14) of the
Bankruptcy Code.

PSZJ can be reached at:

     John D. Fiero, Esq.
     Linda F. Cantor, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     150 California Street, 15th Floor
     San Francisco, CA 94111-4500
     Tel: (415) 263-7000
     Fax: (415) 263-7010
     E-mail: jfiero@pszjlaw.com
             lcantor@pszjlaw.com

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Ball Janik
LLP, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $227,191,924 in assets and $65,412,220 in liabilities as
of the Chapter 11 filing.


ARLIE & COMPANY: Can Hire Ball Janik as Special Counsel
-------------------------------------------------------
The Hon. Albert E. Radcliffe of the U.S. Bankruptcy Court for the
District of Oregon authorized Arlie & Company to employ Ball
Janik LLP as special counsel.

Ball Janik is representing the Debtor in the Chapter 11
proceedings, provided, however, that Ball Janik will not represent
the Debtor in connection with any matter concerning Washington
Federal Saving, and Structured Communication Systems, Inc.  All
such matters will be handled exclusively by Pachulski Stang Ziehl
& Jones LLP or other counsel for the Debtor.

To the best of the Debtor's knowledge, Ball Janik is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ball Janik can be reached at:

     Brad T. Summers, Esq.
     David W. Criswell, Esq.
     BALL JANIK LLP
     101 SW Main Street, Suite 1100
     Portland, OR 97204
     E-mail: tsummers@balljanik.com
             dcriswell@balljanik.com

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Pachulski
Stang Ziehl & Jones LLP, serves as the Debtor's bankruptcy
counsel.  The Company disclosed $227,191,924 in assets and
$65,412,220 in liabilities as of the Chapter 11 filing.


ASARCO LLC: Left Toxic Waste in El Paso Site, Ex-Employees Say
--------------------------------------------------------------
Former employees of ASARCO LLC allege that toxic waste still
remains on the company's El Paso, Texas copper smelter plant,
KFOX News reports.

At a press conference held last December 6, 2010, with Veronica
Carbajal, Esq., an attorney from Texas Rio Grande Legal Aid Inc.,
the former employees disclosed concerns about the remediation
process of the plant, Monica Balderrama of KFOX News says.

The former employees also allege that working at the plant has
made them sick.

According to the report, Patrick Garza and other employees have
interviewed other workers, and uncovered information identifying
six unregulated dump sites on ASARCO property.  The report added
that workers disclosed that in the late 1970s, they were given
instructions to excavate around the property and bury oils.

The former employees are concerned that the community will be in
danger due to the toxic waste.  They have also contacted the U.S.
Environmental Protection Agency, and asked the EPA to take over
the oversight of the site.

As previously reported, Roberto Puga of Project Navigator Ltd. is
responsible for the cleanup and sale of the site.

The former employees feel that Mr. Puga has not incorporated
their concerns in the cleanup efforts, KFOX News reports.  The
former employees believe the site has not been tested properly
because if it was, the dump site would have been found.

Mr. Puga, according to a report from the El Paso Times, said his
group has been responsive to the former employees' concerns, even
changing its plan based on information they provided.

"If they have new information we're not aware of, we will look at
it and incorporate it into our plan as appropriate," the El Paso
Times quoted Mr. Puga as saying.

                          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)


BANNING LEWIS: Reorganization to Remain in Delaware
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied a
request by the city of Colorado Springs to order the transfer of
the Chapter 11 case of Banning Lewis to Colorado, where the
Debtor's master-planned community is located, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports.

The judge gave the city the right to renew the motion if
circumstances change, according to the report.

As reported in the Troubled Company Reporter on November 25, 2010,
the city of Colorado Springs sought the venue transfer, contending
that the case doesn't belong in Delaware because the 21,000-acre
project is in Colorado, the business is managed in Colorado, and
most of the creditors in number are in Colorado.

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

                      About Banning Lewis

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

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

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

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


BERNARD L MADOFF: Investors Offering to Buy Claims at Discount
--------------------------------------------------------------
Peter Lattman and Diana B. Henriques, writing for The New York
Times' DealBook, report that hedge funds and other investment
firms have been contacting Bernard L. Madoff's fraud victims whose
loss claims have been approved by the trustee, Irving H. Picard.

The NY Times reports that:

     -- One Madoff investor, who declined to be identified to
        protect his privacy, disclosed receiving letters from no
        fewer than six companies in the last two months, which
        offered to pay 20 to 34.5 cents for every dollar in
        claims.  The firms making those bids included Contrarian
        Capital Management, a large Greenwich, Conn., hedge fund;
        Fulcrum Credit Partners of Austin, Tex.; and the Hain
        Capital Group of Rutherford, N.J.

     -- Madoff investor, Burt Ross of Englewood, N.J., disclosed
        receiving offers of as much as 30 cents on the dollar in
        recent months.  Mr. Ross hopes to get more from the Madoff
        estate and did not sell.

     -- A large hedge fund recently paid about 30 cents on the
        dollar to buy a claim of roughly $50 million from a family
        that had invested with Mr. Madoff, according to a person
        with knowledge of the trade who was not authorized to
        speak about it.

According to the NY Times, several prominent hedge funds have
become involved in the Madoff claims trading process, including
the Fortress Investment Group, Perry Capital, Silver Point
Capital, the Baupost Group and Farallon Capital Management.  It is
unclear whether any of these funds have bought claims, but all are
actively exploring the market.

"Virtually every sophisticated distressed investor is looking at
the Madoff situation," The NY Times quotes Thomas T. Janover, a
lawyer at Kramer Levin Naftalis & Frankel who has represented
clients who are considering buying claims, as saying.  "The
uncertainty of the payout from the bankruptcy process creates an
opportunity and potentially big returns."

According to the NY Times, the chances that the trustee will be
able to collect more than the $2 billion he has gathered to date
have increased in recent days with the filing of lawsuits against
banks like JPMorgan Chase, UBS and HSBC, among others.

The NY Times also relates David M. Barse, president and chief
executive of Third Avenue Management, an active investor in
distressed bankruptcy claims, said Third Avenue would not
participate even though the trade sounded promising, after
discussing the idea with his senior management.  Mr. Barse said
when the investment idea was discussed in October, claims were
trading at about 25 cents on the dollar, and an analysis showed
potential recoveries in the range of 40 to 80 cents.

"The fraud is just so despicable that we felt that, from a moral
perspective, it just didn't make sense for us," Mr. Barse said.
"There are plenty of other ways to make money in this business."

JPMorgan, which actively trades bankruptcy claims, has also shied
away from being involved.

                      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.


BIOFUEL ENERGY: Aims to Raise Capital to Avoid Bankruptcy
---------------------------------------------------------
Biofuel Energy Corp. filed with the Securities and Exchange
Commission a prospectus in connection with a rights offering aimed
at raising capital that would help it avoid bankruptcy.

The Company said it is distributing at no charge to existing
stockholders non-transferable subscription rights to purchase
depositary shares representing an aggregate of 2,000,000 shares of
the Series A Non-Voting Convertible Preferred Stock.  Each
subscription right will permit the holder of such right to
acquire, at a rights price equal to $0.56, one depositary share
under the basic subscription privilege and will also provide an
over-subscription privilege.

BioFuel energy Corp is a holding company and its sole assets is
its membership interest in Biofuel Energy, LLC.  Concurrent with
the rights offering, Biofuel Energy, LLC, will be conducting a
concurrent private placement.

According to the prospectus, the Company is registering these
securities:
                                                 Amount
         Title                                  Registered
         -----                                  ----------
     Subscription rights to
       purchase depository shares               29,773,422

     Depository shares representing
       interests in Series A Non-Voting
       Convertible Preferred Stock              29,773,422

     Series A Non-Voting Convertible
        Preferred Stock,
        par value $0.01 per share                2,000,000

     Common stock, $0.01 par value per share    29,773,422

The Company said that in September 2010, $17.9 million of
outstanding working capital loans under its senior debt facility
were scheduled to become due and it was not clear in advance of
that time that it would have sufficient liquidity to both repay
these loans when due and to maintain our operations.  "If we had
been unable to repay the working capital loans at maturity, it
would have resulted in an event of default under our Senior Debt
Facility and a cross-default under our Subordinated Debt
Agreement, and would have allowed the lenders to accelerate
repayment of amounts outstanding.  In that event, the Company may
have had to seek relief from its creditors under Chapter 11 of the
U.S. Bankruptcy Code," the Company said in the prospectus.

During the late spring and summer of 2010, the Company evaluated
various alternatives and attempted to engage in discussions with
lenders under the senior debt facility.  The Company's board of
directors in September commenced explorative discussions with
affiliates of Greenlight Capital, Inc., which, as of November 12,
2010, owned 7,542,104 shares of common stock and 4,311,396 shares
of class B common stock, to have the Greenlight lend the Company
funds on a short-term basis in order to pay off the working
capital loans at maturity.

On September 24, 2010, an independent committee formed by the
Board recommended to the board and, on that date, the board of
directors approved a Rights Offering Letter Agreement, a Bridge
Loan Agreement and the Voting Agreements.

Under the Bridge Loan Agreement, the Company borrowed $19,420,620
from Greenlight.  Proceeds of the loan, which matures March 24,
2011, were used to pay off the outstanding working capital loans
and to pay certain related fees and expenses.

Pursuant to the Rights Offering Letter Agreement, the Company
agreed to use commercially reasonable best efforts to commence a
rights offering on or before January 24, 2011.  The rights
offering will be backstopped by Greenlight.

A copy of the Prospectus is available for free at:

               http://ResearchArchives.com/t/s?70e5

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- currently has two 115 million
gallons per year ethanol plants in the Midwestern corn belt.  The
Company's goal is to become a leading ethanol producer in the
United States by acquiring, developing, owning and operating
ethanol production facilities.

The Company's balance sheet at September 30, 2010, showed
$329.7 million in total assets, $274.6 million in total
liabilities, and stockholders' equity of $55.1 million.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 201

"If we are unable to raise sufficient proceeds from the rights
offering, the LLC's concurrent private placement, or from other
sources, we may be unable to continue as a going concern, which
could potentially force us to seek relief through a filing under
the U.S. Bankruptcy Code," the Company said in its Form 10-Q for
the third quarter of 2010.  Biofuel reported a net loss of
$1.8 million on $114.7 million of revenue for the three months
ended September 30, 2010, compared with a net loss of $8.4 million
on $91.1 million of revenue for the same period last year.


BORERAY, LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Boreray, LLC
        2201 W. Fulton
        Chicago, IL 60612

Bankruptcy Case No.: 10-54980

Chapter 11 Petition Date: December 13, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  Vikram R. Barad, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 W. Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com
                          vbarad@maxwellandpotts.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 Lee M. Facklis, manager.

Debtor-affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Resolution Digital Studios, L.L.C.    10-42066            09/20/10
Show Department, Inc.                 10-42055            09/20/10
2201 West Fulton, L.L.C.              10-54977            12/13/10


BRIARWOOD CAPITAL: Court Gives Marsch Trustee Chance to Probe
-------------------------------------------------------------
Chief Judge Peter W. Bowie said he is prepared to sign an order on
January 10, 2011, authorizing the Chapter 11 Trustee for the
bankruptcy estate of Nicholas Marsch to enter into a settlement
with entities related to Mountains Resort Properties LLC, a
bankrupt luxury ski villa in Avon, Colorado, unless some agreement
more preferable to all the creditors of the estate is reached.

MRP was an entity wholly owned by Mr. Marsch.  The villa was
appraised in April 2009 at $10 million.  Shortly thereafter, Mr.
Marsch purportedly transferred his interest in MRP to a Mr. Sachs
and to an entity named www.DegreeFraud.com LLC.  The Chapter 11
trustee, as well as Lennar and the KBR Group creditors contend the
transfer was fraudulent, either as actual fraud or constructively
fraudulent because Mr. Marsch received substantially less than
reasonably equivalent value for the transfer.  MRP is in its own
Bankruptcy in Colorado, with the senior secured creditor looking
to foreclose.

The MRP settlement provides for the release of all claims of the
estate as against MRP, Mr. Sachs and www.DegreeFraud.com.  The
Marsch estate would receive $375,000, plus $50,000 for compromise
of claims asserted by the Colony debtors.

Lennar opposes the proposed settlement, arguing that the claims
against Sachs, www.DegreeFraud and MRP are worth significantly
more than the settlement amount.  Lennar and KBR have proposed a
plan that promises unsecured creditors a minimum net distribution
of $450,000, after administrative expenses, for the claims against
MRP, Sachs and www.DegreeFraud.  They propose that after plan
confirmation a plan administrator of their choosing would be named
to pursue claims against Sachs, www.DegreeFraud and MRP.  If,
after six months, the Administrator has not recovered at least
$450,000 after expenses, Lennar will make up any shortfall to
bring the net total available for distribution to unsecured
creditors to $450,000.

The proposed plan will be a joint plan for the individual Marsch
chapter 11 case, the Briarwood Capital chapter 11 case, and the
two pending chapter 11 cases for Colony Properties Int'l, LLC and
Colony Properties Int'l II, LLC.  At the center of the plan is a
loan from Lennar of $750,000, repayable at 10% interest, which
would be used by the proponents' hand-picked plan administrator to
pursue Mr. Marsch, Briarwood and anyone else who might be
vulnerable to claims of the bankruptcy estates, including MRP, Mr.
Sachs, and www.DegreeFraud.com.  While the Marsch unsecured
creditors would receive pro rata distributions from the Lennar-
guaranteed $450,000, under the plan Lennar would have an allowed
$20 million claim and KBR a $5 million claim.  Each would receive
a distribution of 35% of the minimum $450,000 and the remainder of
the unsecured creditors would participate in the remaining 30% of
the pot.  For the loan of up to $750,000 plus the guaranteed
$450,000, Lennar and KBR, and their related entities would receive
full and complete releases.

The Chapter 11 trustee finds the price for Lennar's proposal too
high, especially since the Trustee has no resources to evaluate
what the estate would be giving up.

Judge Bowie said itt is not clear whether Lennar's proposed
funding would come from the $750,000 proposed Lennar loan, or
whether they would be counted as additional loaned funds, or would
be a promised contribution.

Judge Bowie also pointed out that the Chapter 11 Trustee has
approached Lennar to provide some sort of funding to enable the
trustee to perform his statutory duties his appointment requires
of him.  Notwithstanding that Lennar and KBR sought appointment of
the Chapter 11 Trustee, it appears they have been financially
starving him unless he would agree to an approach which included
releases for them.

According to Judge Bowie, the Chapter 11 Trustee has exercised not
only sound business judgment, but also a strong commitment to the
integrity of the bankruptcy process in service to all the
creditors of the estate, as well as to the Debtors.

"The Court has no crystal ball and cannot foresee how the cases
will end.  In the near term, however, it is in the best interest
of the estate that the trustee have the opportunity to examine the
assets of the estate pursuant to his duties under 11 U.S.C. Sec.
1106.  Lennar's plan proposal for the MRP matter offers other
creditors a relative pittance of a guaranteed net $135,000 as
against the performance of statutory duties by a trustee they
sought to put in place but then handcuffed with no funds," Judge
Bowie said.

A copy of Judge Bowie's December 1 Order is available at no charge
at http://is.gd/iKgRefrom Leagle.com.

In a separate ruling on December 2, Judge Bowie deferred ruling on
the Chapter 11 Trustee's request to convert Mr. Marsch's case to
one under Chapter 7 until on or after January 10, 2011.  At that
time the Court expects to know whether there are any changes in
the positions of the major parties such that conversion would
still be the preferred course, or whether there is sufficient
value for all creditors such that pursuing some form of chapter 11
plan may make more economic sense than it does now.

             About Nicolas Marsch, Briarwood and Colony

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on February 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Briarwood Capital, LLC, also based in Rancho Santa Fe, filed for
Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. S.D.
Calif. Case No. 10-02677).  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC, also filed for Chapter 11
(Bankr. S.D. Calif. Case No. 10-02937).

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Each of the Debtors
proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn
Ferris Glovsky & Popeo, as bankruptcy counsel.  In July 2010, the
Court held that Mintz Levin was ineligible to represent the
estates of Mr. Marsch, Briarwood and Colony Properties, or any two
of them.  Chapter 11 trustees have been appointed in each of the
cases.


BRIGGS & STRATTON: Moody's Assigns 'Ba3' Rating to $200 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 to Briggs & Stratton
Corporation's proposed $200 million senior unsecured notes due
2020.  It is anticipated that the proceeds from the offering will
be used to redeem the company's 8.875% senior unsecured notes due
March 2011.  In related actions, Moody's has affirmed the
company's Ba3 Corporate Family and Probability of Default ratings.
The outlook has been changed to stable from negative.

                        Ratings Rationale

Briggs' Ba3 Corporate Family Rating reflects the company's leading
market position for engines used in a variety of products
including generators, walk-behind lawn mowers, and riding
equipment, and considers its international operations.  The rating
also incorporates the company's flexibility to adjust production
in response to fluctuations in demand as proven over the last 12
months as capacity was removed to adjust to lower levels of
demand.  Briggs has completed various restructuring actions, cost
reduction initiatives, and working capital improvements, which
have enabled the company to continue to generate positive free
cash flow.

The stable ratings outlook incorporates the ongoing challenging
operating environment that Briggs faces as it contends with the
current slow economic recovery and the resulting negative impact
on consumer spending.  Moody's believe that the company's ongoing
cost reduction focus should help support stable-to-improving
operating income.

These ratings/assessments were affected by this action:

Assignments:

  -- $200 million senior unsecured notes due 2020, Assigned a Ba3,
     LGD 55 - LGD4

  -- multiple seniority shelf, senior unsecured portion assigned
     (P)Ba3

Outlook Actions:

  -- Outlook, Changed To Stable From Negative

Affirmations:

  -- Corporate Family Rating, affirmed Ba3
  -- Probability of Default Rating, affirmed Ba3.

It is anticipated that Moody's will withdraw the Ba3 rating on the
company's 8.875% senior unsecured notes due 2011 at the close of
the transaction.

               What could drive the ratings higher?

Upward momentum of the ratings is unlikely over the near term as
the company must contend with the weak housing market, a slow
economic recovery, and restrained consumer spending.

                What could drive the rating lower?

Factors which might result in a negative ratings outlook or a
ratings downgrade include an erosion in the company's credit
metrics from continued soft demand in its end markets,
deterioration in the company's liquidity profile or inability to
pay down the revolver from positive free cash flow generation in
the company's fourth quarter as is normal practice.

The last rating action for Briggs & Stratton was on March 4, 2009,
when the company's CFR was downgraded to Ba3 and the outlook was
changed to negative.


BRIGGS & STRATTON: S&P Assigns 'BB-' Rating to $200 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Wauwatosa, Wis.-based Briggs & Stratton
Corp.'s (BB-/Positive/--) proposed $200 million senior unsecured
notes due 2020.  The recovery rating is '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for senior
unsecured noteholders in the event of a payment default.  The
company has stated that it intends to use the net proceeds from
the debt issuance to redeem its 8.875% senior notes ($201 million
outstanding), which matures on March 15, 2011.  As such, S&P
expects credit measures to remain unaffected as a result of this
refinancing.

The ratings on Briggs & Stratton Corp. reflect the company's weak
business risk profile given the mature and competitive nature of
the company's end markets and the high degree of seasonality and
earnings volatility in its businesses, which are susceptible to
adverse weather conditions and the discretionary nature of lawn
and garden engine sales.  In addition, S&P believes the company's
financial risk profile is significant given its somewhat high
leverage.  Still, Briggs benefits from a stable and sizable market
share position as a producer of air-cooled gasoline engines and
engine-powered outdoor equipment, with replacement cycle
initializing.  In addition, the company's credit metrics have
strengthened.

                           Ratings List

                      Briggs & Stratton Corp.

       Corporate credit rating             BB-/Positive/--

                          Rating Assigned

             $200 mil. sr. unsec. nts due 2020   BB-
              Recovery rating                     3


BROADSTRIPE LLC: Settles with Lenders, Unsecured Creditors
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Broadstripe LLC announced a settlement last week of
disputes that were preventing the Debtor from moving ahead with
the reorganization plan negotiated with first- and second-lien
lenders before the Chapter 11 filing in January 2009.

Mr. Rochelle relates Broadstripe couldn't push the plan through
because of a lawsuit where the official creditors' committee
contended that secured lenders' claims should be subordinated or
recharacterized as equity.  In addition, there were two claims by
rival cable operators totaling almost $160 million based on
Broadstripe's alleged failures to complete asset purchase
agreements.

According to the report, the settlement with the creditors'
committee will allow the secured lenders to bid their claims
rather than cash at a sale of the business.  In return, the
lenders will create a fund with $3.3 million toward payment of
claims of unsecured creditors.  Secured lenders won't take any
part of the fund because of their deficiency claims.  Lawyers for
the creditors' committee, who hadn't been paid for their work on
the lawsuit, agreed to accept $500,000 in satisfaction of their
fees.

The rival cable operators -- James Cable LLC and WaveDivision
Holdings LLC -- will have approved unsecured claims for $20
million each, according to Mr. Rochelle.

                       About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere Wynne
Sewell LLP represent the Debtors in their restructuring efforts.
The Debtors tapped FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  In its petition, Broadstripe estimated assets and debts
between $100 million and $500 million.

Broadstripe has been in Chapter 11 more than 18 months thus any
creditor can file a plan.


CANNON RANCH: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Cannon Ranch, LLC, filed with the U.S. Bankruptcy for the Middle
District of Florida a list of its 20 largest unsecured creditors:

        Entity                    Nature of Claim    Claim Amount
        ------                    ---------------    ------------
Comerica Bank                     Real property       $15,098,168
Attn: Jim Raggio                  located in Pasco    ($8,000,000
333 W. Santa Clara Street         County, Florida     secured)
San Jose, CA 95113                                    (331,484.24
                                                      senior lien)

Oldcastle Precast, Inc.           Services performed     $308,445
P.O. Box 402721
Atlanta, GA 30384

Wilson Miller                     Services performed     $250,000
P.O. Box 409756
Atlanta, GA 30384

Bricklemyer Smolker &             Services performed      $52,000
Bolves

Stearns Weaver Miller             Services performed      $43,635

Johnson Pope Bokor Ruppel         Services performed      $14,250
& Burns

Ferguson Waterworks               Services performed      $13,500

Farella Braun & Martel LLP        Services performed      $13,500

Heidt & Associates                Services performed      $11,434

The Solomon Law Group             Services performed      $11,100

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 estimated its assets and debts at
$10 million to $50 million as of the Petition Date.

Affiliates Professional Land Development, LLC, filed a separate
Chapter 11 petition on February 5, 2010 (Bankr. M.D. Fla. Case No.
10-02569).


CENTAUR LLC: To Present Revised Plan for Confirmation on Jan. 21
----------------------------------------------------------------
Centaur LLC will present on January 21 its plan of reorganization
at what may be an "uncontested confirmation hearing", Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reports.

As reported in the Dec. 13, 2010 edition of the Troubled Company
Reporter, Centaur has presented to the U.S. Bankruptcy Court for
the District of Delaware a stipulation to resolve the challenges
of the Official Committee of Unsecured Creditors on the validity
of the prepetition liens and claims of the prepetition lenders.

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

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

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

Bill Rochelle relates that the secured creditors will realize
less than one-half of 1% less as a result of what they gave up.
As a result of the settlement, second-lien lenders are to split
$3.4 million in notes that pay in kind.  Unsecured creditors of
Valley View Downs now will receive the lesser of 50% paid in
cash or a share of $1.5 million cash.  Other general unsecured
creditors also will have the lesser of half payment or sharing
$650,000 in cash.

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

                        About Centaur LLC

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

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


CHESTER INDUSTRIAL: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chester Industrial Park, LLC
        P.O. Box 878
        Midlothian, VA 23113

Bankruptcy Case No.: 10-38526

Chapter 11 Petition Date: December 13, 2010

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

Judge: Kevin R. Huennekens

Debtor's Counsel: James E. Kane, Esq.
                  KANE & PAPA, PC
                  1313 East Cary Street
                  P.O. Box 508
                  Richmond, VA 23218-0508
                  Tel: (804) 225-9500
                  Fax: (804) 225-9598
                  E-mail: jkane@kaneandpapa.com

Scheduled Assets: $425,000

Scheduled Debts: $1,656,592

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-38526.pdf

The petition was signed by Mark W. Carnes, Sr., manager.


CHRISTOPHER MONTEALEGRE: Case Summary & 7 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Christopher V Montealegre
        203 Madison Avenue
        Clute, TX 77531

Bankruptcy Case No.: 10-80718

Chapter 11 Petition Date: December 7, 2010

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

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: barbaramrogers@swbell.net

Scheduled Assets: $2,839,264

Scheduled Debts: $1,291,137

A list of the Debtor's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-80718.pdf


CLAIM JUMPER: Wants 90 Days Plan Exclusivity Extension
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Claim Jumper Restaurants LLC, having sold the chain
of 45 western-themed restaurants, says it needs another 90 days to
craft a consensual Chapter 11 plan.  At a Dec. 28 hearing, Claim
Jumper will ask the judge to extend the exclusive right to propose
a plan until April 11.

Early in the case when financing was approved, secured lenders
carved out $400,000 for unsecured creditors.  Claim Jumper said
more time is required to work out details.

                        About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operates a chain of casual dining
restaurants.  It was founded in 1977.  It has locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection on
September 10, 2010 (Bankr. D. Del. Case No. 10-12819).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' local counsel.  Milbank, Tweed, Hadley & Mccloy LLP is
the Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected the law firms of Cooley LLP
and Klehr Harrison Harvey Branzburg LLP as counsel.

In December 2010, Claim Jumper completed the sale its business to
Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.


CLEARWIRE COMMUNICATIONS: Moody's Assigns 'B2' Rating to Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Clearwire
Communications LLC's $175 million Senior Secured 1st Lien Notes
due 2015, a Caa2 rating to Clearwire's $500 million Senior Secured
2nd Lien Notes following their successful issuance.  Clearwire
intends to use the proceeds of the new debt issuance along with a
$650 million (upsized from $500 million) Exchangeable Note
offering, primarily for general corporate uses and network
expansion.  Moody's has simultaneously upgraded Clearwire's
existing Senior Secured 1st Lien Notes to B2 from Caa1 as a result
of the issuance of the 2nd Lien and Exchangeable Notes, which are
both junior and offer loss protection to the 1st Lien notes.

Moody's has taken these rating actions:

* Existing $2.52 Billion Senior Secured 1st Lien Notes due 2015,
  Upgraded B2 (LGD2 -- 17%)

* New $175 Million Senior Secured 1st Lien Notes due 2015,
  Assigned B2 (LGD2 -- 17%), Withdrew former (P)B2 (LGD2-17%)

* New $500 Million Senior Secured 2nd Lien Notes due 2017,
  Assigned Caa2 (LGD4 -- 49%), Withdrew former (P) Caa2 (LGD4 --
  52%)

                        Ratings Rationale

Clearwire's Caa1 corporate family rating and Caa2 probability of
default rating remain under review with direction because of the
fluid situation regarding the Company's ability to fund the full
build-out of its business plan and its relationship with its key
strategic partner.

As part of its ongoing review Moody's will assess the likelihood
and magnitude of additional funding from Sprint in the context of
Clearwire's total financing needs to complete its nationwide build
out.  Moody's views the just completed debt issuance as a means
for Clearwire to prolong its existence and operate within its
year-end 2010 footprint, while strategic direction from Sprint and
other key investors is further negotiated.

Clearwire's corporate family rating reflects the company's early-
stage operations which are characterized by high capital
investment and large operating losses.  The rating is supported
primarily by Clearwire's deep and broad wireless spectrum holdings
which represent significant collateral.

The 1st Lien Notes B2 rating reflects their secured status and
priority claim on all assets of the company.  The 1st Lien Notes
are rated two notches above below the company's CFR due to the
significant liabilities, both debt and non-debt which are junior
to the 1st Lien Notes and the above average recovery value
attributable to Clearwire's spectrum assets.

The 2nd Lien Notes Caa2 rating incorporates their secondary
claim on the company's assets and is one notch below the company's
CFR.  The 2nd Lien notes derive some loss protection from the
$650 million in exchangeable notes which were issued coincident
with the 1st Lien add-on and the 2nd lien notes.  Moody's LGD
point estimate for the 2nd Lien notes improved slightly due to the
upsizing of the exchangeable notes from the $500 million initially
proposed.

Moody's views Clearwire's liquidity as good, and projects the
company will exit 2010 with approximately $2.0 billion in cash,
including the proceeds from the notes offerings.  Clearwire does
not maintain a revolving credit facility.

If the dispute with Sprint lingers and Clearwire does not obtain
additional funding, its operating and financial profile may well
come under significant pressure, which could have negative
implications for the rating.

If Sprint and Clearwire quickly come to an agreement and Clearwire
receives the funding that it needs to continue rapid expansion of
4G coverage, Clearwire's earnings and financial profile could
become stronger than Moody's currently envision and the investment
would solidify the strategic importance of Clearwire to Sprint.

The last rating action taken by Moody's on Clearwire was on
December 2, 2010, when Moody's assigned provisional ratings to the
$175 million 1st Lien notes and $500 million 2nd Lien notes as
discussed above.

Clearwire Corporation provides wireless high-speed services to
over 50 markets in the U.S. as well as a few markets in Europe.
The Company maintains its headquarters in Kirkland, Washington.


COLONIAL BANCGROUP: To Pay All Claims from Liquidation Proceeds
---------------------------------------------------------------
The Colonial BancGroup, Inc., submitted to the U.S. Bankruptcy
Court for the Middle District of Alabama a proposed Plan of
Liquidation and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan calls for the
liquidation of all assets of the Debtor and the distribution of
the proceeds to the Debtor's creditors.  After the Plan is
confirmed by the Bankruptcy Court, the Plan Trustee will be
authorized to continue the task begun by the Debtor of pursuing,
collecting and liquidating the remaining assets of the Debtor.

In addition to liquidating the Debtor's Core Assets, the Plan
Trustee will investigate and evaluate any claims the Debtor may
have against insiders, affiliated companies and independent third
parties, the pursuit of which may supplement the proceeds
recovered by liquidating the Debtor's core assets.  The proceeds
of this liquidation effort will be used to pay the outstanding
claims against the Debtor in accordance with the classifications
and order of priority of these claims under the Plan.

The Debtor intends to pay all claims in full.  However, the Debtor
does not anticipate any distribution to Classes G (Statutorily
Subordinated Claims) and H (Equity Interests).  If there are
insufficient funds to pay a certain class in full, available funds
will be distributed pro rata among the members of that class in
accordance with the amount of the allowed claims in that class.
Reserves will be established for the payment of disputed claims to
the extent required in the Plan.

As part of his duties, the Plan Trustee will evaluate and contest
Claims and Equity Interests (if necessary) asserted against the
Debtor when, in his judgment and based on all of the
circumstances, the Plan Trustee concludes that the claim or
Interest must be contested.  Other parties-in-interest also
are entitled to object to and otherwise challenge Claims asserted
against the Debtor.

The Plan will be funded by existing cash on hand and the cash to
be received from the liquidation of the Debtor's assets.  In
addition, the Plan will be funded by any recoveries realized
from the prosecution or settlement of litigation undertaken by the
Plan Trustee in the name of and on behalf of the Debtor.

                  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.


COLONY PROPERTIES: Court Gives Marsch Trustee Chance to Probe
-------------------------------------------------------------
Chief Judge Peter W. Bowie said he is prepared to sign an order on
January 10, 2011, authorizing the Chapter 11 Trustee for the
bankruptcy estate of Nicholas Marsch to enter into a settlement
with entities related to Mountains Resort Properties LLC, a
bankrupt luxury ski villa in Avon, Colorado, unless some agreement
more preferable to all the creditors of the estate is reached.

MRP was an entity wholly owned by Mr. Marsch.  The villa was
appraised in April 2009 at $10 million.  Shortly thereafter, Mr.
Marsch purportedly transferred his interest in MRP to a Mr. Sachs
and to an entity named www.DegreeFraud.com LLC.  The Chapter 11
trustee, as well as Lennar and the KBR Group creditors contend the
transfer was fraudulent, either as actual fraud or constructively
fraudulent because Mr. Marsch received substantially less than
reasonably equivalent value for the transfer.  MRP is in its own
Bankruptcy in Colorado, with the senior secured creditor looking
to foreclose.

The MRP settlement provides for the release of all claims of the
estate as against MRP, Mr. Sachs and www.DegreeFraud.com.  The
Marsch estate would receive $375,000, plus $50,000 for compromise
of claims asserted by the Colony debtors.

Lennar opposes the proposed settlement, arguing that the claims
against Sachs, www.DegreeFraud and MRP are worth significantly
more than the settlement amount.  Lennar and KBR have proposed a
plan that promises unsecured creditors a minimum net distribution
of $450,000, after administrative expenses, for the claims against
MRP, Sachs and www.DegreeFraud.  They propose that after plan
confirmation a plan administrator of their choosing would be named
to pursue claims against Sachs, www.DegreeFraud and MRP.  If,
after six months, the Administrator has not recovered at least
$450,000 after expenses, Lennar will make up any shortfall to
bring the net total available for distribution to unsecured
creditors to $450,000.

The proposed plan will be a joint plan for the individual Marsch
chapter 11 case, the Briarwood Capital chapter 11 case, and the
two pending chapter 11 cases for Colony Properties Int'l, LLC and
Colony Properties Int'l II, LLC.  At the center of the plan is a
loan from Lennar of $750,000, repayable at 10% interest, which
would be used by the proponents' hand-picked plan administrator to
pursue Mr. Marsch, Briarwood and anyone else who might be
vulnerable to claims of the bankruptcy estates, including MRP, Mr.
Sachs, and www.DegreeFraud.com.  While the Marsch unsecured
creditors would receive pro rata distributions from the Lennar-
guaranteed $450,000, under the plan Lennar would have an allowed
$20 million claim and KBR a $5 million claim.  Each would receive
a distribution of 35% of the minimum $450,000 and the remainder of
the unsecured creditors would participate in the remaining 30% of
the pot.  For the loan of up to $750,000 plus the guaranteed
$450,000, Lennar and KBR, and their related entities would receive
full and complete releases.

The Chapter 11 trustee finds the price for Lennar's proposal too
high, especially since the Trustee has no resources to evaluate
what the estate would be giving up.

Judge Bowie said itt is not clear whether Lennar's proposed
funding would come from the $750,000 proposed Lennar loan, or
whether they would be counted as additional loaned funds, or would
be a promised contribution.

Judge Bowie also pointed out that the Chapter 11 Trustee has
approached Lennar to provide some sort of funding to enable the
trustee to perform his statutory duties his appointment requires
of him.  Notwithstanding that Lennar and KBR sought appointment of
the Chapter 11 Trustee, it appears they have been financially
starving him unless he would agree to an approach which included
releases for them.

According to Judge Bowie, the Chapter 11 Trustee has exercised not
only sound business judgment, but also a strong commitment to the
integrity of the bankruptcy process in service to all the
creditors of the estate, as well as to the Debtors.

"The Court has no crystal ball and cannot foresee how the cases
will end.  In the near term, however, it is in the best interest
of the estate that the trustee have the opportunity to examine the
assets of the estate pursuant to his duties under 11 U.S.C. Sec.
1106.  Lennar's plan proposal for the MRP matter offers other
creditors a relative pittance of a guaranteed net $135,000 as
against the performance of statutory duties by a trustee they
sought to put in place but then handcuffed with no funds," Judge
Bowie said.

A copy of Judge Bowie's December 1 Order is available at no charge
at http://is.gd/iKgRefrom Leagle.com.

In a separate ruling on December 2, Judge Bowie deferred ruling on
the Chapter 11 Trustee's request to convert Mr. Marsch's case to
one under Chapter 7 until on or after January 10, 2011.  At that
time the Court expects to know whether there are any changes in
the positions of the major parties such that conversion would
still be the preferred course, or whether there is sufficient
value for all creditors such that pursuing some form of chapter 11
plan may make more economic sense than it does now.

             About Nicolas Marsch, Briarwood and Colony

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on February 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Briarwood Capital, LLC, also based in Rancho Santa Fe, filed for
Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. S.D.
Calif. Case No. 10-02677).  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC, also filed for Chapter 11
(Bankr. S.D. Calif. Case No. 10-02937).

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Each of the Debtors
proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn
Ferris Glovsky & Popeo, as bankruptcy counsel.  In July 2010, the
Court held that Mintz Levin was ineligible to represent the
estates of Mr. Marsch, Briarwood and Colony Properties, or any two
of them.  Chapter 11 trustees have been appointed in each of the
cases.


CONVATEC HEALTHCARE: Moody's Assigns 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
corporate family and a (P)B2 probability of default rating to
ConvaTec Healthcare B S.a.r.l.  Moody's has also assigned a
(P)Ba3 rating to the proposed US$690 million Senior Secured
Notes due in 2017, a (P)Ba3 rating to the proposed US$850 million
Senior Secured Term Loan B, a (P)Ba3 rating to the proposed
US$250 million Senior Secured Revolving Credit Facility and a
(P)Caa1 rating to the proposed US$1,180 million Senior Unsecured
Notes due in 2018.  The outlook on the ratings is positive.  This
is the first time that Moody's has rated ConvaTec.

The ratings are contingent upon ConvaTec's success in placing the
proposed notes and completing the planned refinancing of the
company's current financing package.  In addition to the Senior
Secured and Unsecured Notes, the refinancing package also includes
a US$850 million Senior Secured Term Loan maturing in 2016 as well
as a US$250 million Senior Secured Revolving Credit Facility
maturing in 2015.  Moody's notes that the company's capital
structure also consists of US$2,313 million of mandatorily
redeemable preferred equity certificates, which Moody's -- based
on the draft terms and conditions related to these instruments --
treats as 100% equity.

Moody's issues provisional ratings in advance of the final sale of
securities and these reflect Moody's credit opinion regarding the
transaction only.  Upon a conclusive review of the final
documentation, including the documentation relating to the PECs,
Moody's will endeavor to assign definitive corporate family and
probability of default ratings as well as definitive ratings to
the different capital instruments.  A definitive rating may differ
from a provisional rating.  The provisional ratings and the
positive outlook assigned to ConvaTec assume a successful
refinancing of the company's current financing package as well as
the confirmation that the final set of documentation related to
the PECs does not differ from the draft documentation and
therefore allows these to be treated as 100% equity according to
Moody's guidelines.

                        Ratings Rationale

The B2 rating is a reflection of the company's high leverage after
the refinancing, which is expected to be at approximately 6.4x
Debt/EBITDA (based on LTM adjusted EBITDA as per September 2010
and including Moody's adjustments).  While the relatively weak
initial credit metrics are a constraining factor on ConvaTec's
rating, Moody's also notes the company's leading position in
relatively non cyclical, and thus predictable markets, as well as
ConvaTec's broad product portfolio and track record of product
life-cycle management and innovation, which together with the its
solid geographic diversification and limited customer
concentration partially mitigate the company's high leverage.

The positive outlook reflects Moody's expectation that ConvaTec is
well positioned to benefit from further growth in its end markets
and that it will be able to maintain high levels of profitability
and cash flow generation.  In addition, the positive outlook
assumes that ConvaTec will apply future positive cash flows to the
repayment of debt supporting a continued deleveraging, as
exemplified by a Debt/EBITDA ratio of 6.0x to be achieved within
12 months.  Moody's notes that the positive outlook does not
incorporate headroom for major, extraordinary investment activity
or acquisitions.

With revenues of US$1.5 billion (LTM basis as per September 2010),
ConvaTec is a leading player in different medical product and
device end markets, namely Ostomy (37% of revenues), Wound
Therapeutics (32%), Continence & Critical Care (17%) and Infusion
Devices/Industrial Sales (14%).  As many of ConvaTec's products
are required for non-discretionary medical care, ConvaTec benefits
from relatively stable demand levels and thus revenue and cash
flow visibility.  Overall favorable demographic dynamics as well
as increasing demand from emerging markets are expected to support
further growth, a trend from which ConvaTec is likely to benefit.
Despite overall favorable demand trends, Moody's notes that
ConvaTec, as other players in this industry, could be affected by
changes in healthcare regulation, e.g. changes to reimbursement
rates, which could -- unless offset by cost savings -- put
pressure on margins and cash flow generation and consequently
limit ConvaTec's ability to reduce its leverage.

Following the closing of the proposed refinancing, ConvaTec's
leverage is expected to reach approximately 6.4x Debt/EBITDA and a
FCF/Debt of approximately 4.0% (adjusted for one-off items
relating to recent restructuring measures).  As the company
intends to apply 50% of its free cash flow to debt repayments,
credit metrics are likely to show a deleveraging trend.

Convatec's liquidity profile is estimated to be solid after the
refinancing.  While parts of the company's cash balance will be
used to repay existing debt and cover costs relating to the
refinancing, Convatec's cash position is expected to amount to
approximately US$38 million after the closing.  The company also
benefits from a US$250 million Revolving Credit Facility which
will be undrawn at closing.  This facility will mature in 2015 and
is subject to financial covenants, which are however expected to
show a satisfactory headroom upon closing.  Moody's expects the
company's cash balance and cash flows to be sufficient to cover
initially limited debt repayments, as well as further cash
outflows relating to for example working capital or capital
expenditures.

ConvaTec's financing package will consist of a US$850 million
Senior Secured Term Loan, a US$250 million Senior Secured
Revolving Credit Facility as well as US$690 million Senior Secured
Notes, which will benefit from guarantees of group entities
representing at least 85% of consolidated assets and EBITDA.  The
US$1,180 million Senior Unsecured Notes will benefit from the
same, pari-passu ranking guarantees as the secured debt
instruments.  The secured debt instruments will additionally
benefit from first priority pledges over the majority of the
group's assets, supporting the (P)Ba3 rating of the US$690 million
Senior Secured Notes (LGD2, 28%), while the US$1.180 million
Senior Unsecured Notes carry a (P)Caa1 rating (LGD5, 83%).  The
company's PECs are, based on the draft documentation provided to
Moody's, treated as 100% equity.

Assignments:

Issuer: ConvaTec Healthcare B S.a.r.l.

  -- Probability of Default Rating, Assigned (P)B2
  -- Corporate Family Rating, Assigned (P)B2

Issuer: ConvaTec Healthcare E S.A.

  -- Senior Secured Regular Bond/Debenture, Assigned (P)Ba3 (LGD2,
     28%)

  -- Senior Unsecured Regular Bond/Debenture, Assigned (P)Caa1
     (LGD5, 83%)

  -- Senior Unsecured Regular Bond/Debenture, Assigned (P)Caa1
     (LGD5, 83%)

  -- Senior Secured Bank Credit Facility, Assigned (P)Ba3 (LGD2,
     28%)

Issuer: ConvaTec Inc.

  -- Senior Secured Bank Credit Facility, Assigned (P)Ba3 (LGD2,
     28%)

An upgrade of the corporate family rating to B1 could be
considered if ConvaTec's is able to reduce its leverage to a
level of 6.0x after 12 months after closing, which Moody's would
expect to trend sustainably towards 5.5x after 18 months.  At the
same time, ConvaTec's FCF/debt should be trending towards 5% and
EBITDA Margin should remain in the high twenties.

Moody's would consider to stabilize the outlook on the B2 rating
if ConvaTec would fail to reduce its leverage to 6.0x within 12
months after the closing, due, for example, to pressure on
profitability levels or the use of cash flows for major growth
investments which would hinder the reduction of debt.

ConvaTec is a leading developer, manufacturer and marketer of
innovative medical technologies, in particular products for ostomy
management, advanced chronic and acute wound care, continence
care, sterile single-use medical devices for hospitals and
infusion sets used in diabetes treatment infusion devices.
For the last twelve months ending September 2010, ConvaTec
reported revenues of US$1.5 billion and an adjusted EBITDA of
US$435 million.  Founded in 1978 as a division of Brystol-Myers
Squibb, ConvaTec was acquired by private equity sponsors Nordic
Capital and Avista Capital Partners in 2008.


CRYSTAL CATHEDRAL: U.S. Trustee Forms 7-Member Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.

The Creditors Committee members are:

1. Advantage Mailing Inc.
   Attn: Brett Noss, CFO
   1600 N. Kraemer Blvd.
   Anaheim, CA 92806
   Tel: (714) 538-3881
   Fax: (714) 282-3903

2. Media Services Agency
   John B. Casoria
   2442 Michelle Drive
   Tustin, CA 92780
   Tel: (714) 665-2102
   Fax: (714) 665-2168

3. A-1 Building Maintenance, Inc.
   Attn: Alan Bennett
   P.O. Box 80507
   Rancho Santa Margarita, CA 92688
   Tel: (949) 459-2901
   Fax: (949) 459-2902

4. World Marketing - Los Angeles
   Attn: Richard Pane
   10918 Emiline Street
   Omaha, NE 68128
   Tel: (402) 408-1419
   Fax: (402) 408-1421

5. FGS - CA
   Attn: Angela Moghadasnia
   13472 Young Street
   Santa Ana, CA 92705
   Tel: (714) 334-6011
   Fax: (714) 783-3035

6. Promotional Media, Inc.
   Attn: Denise Bodourian, VP sales
   727 N. Main Street
   Orange, CA 92868
   Tel: (714) 639-6390
   Fax: (714) 639-6270

7. Kristina Oliver
   Attn: Dorie Oliver
   33677 Mojonnier Way
   Wildomar, CA 92595
   Tel: (951) 741-1922
   Fax: (951) 674-6116

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

                      About Crystal Cathedral

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

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., who has an office in Newport Beach, California,
represents the Debtor.  The Debtor disclosed $72,872,165 in assets
and $48,460,826 in liabilities as of Chapter 11 filing.


CRYSTAL CATHEDRAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Crystal Cathedral Ministries filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $58,054,770
  B. Personal Property           $14,817,395
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $35,231,285
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $462,229

  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,767,312
                                 -----------      -----------
        TOTAL                    $72,872,165      $48,460,826

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

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., who has an office in Newport Beach, California,
represents the Debtor.


CRYSTAL CATHEDRAL: Section 341(a) Meeting Slated for January 3
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Crystal Cathedral Ministries' Chapter 11 case on January 3,
2011, at 10:00 a.m.  The meeting will be held at 411 W Fourth St.,
Room 1-154, Santa Ana, California.

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

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

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

Crystal Cathedral filed for Chapter 11 bankruptcy protection on
October 18, 2010 (Bankr. C.D. Calif. 10-24771).  March J.
Winthrop, Esq., who has an office in Newport Beach, California,
represents the Debtor.  The Debtor disclosed $72,872,165 in assets
and $48,460,826 in liabilities as of Chapter 11 filing.


D & L EQUIPMENT: Wells Fargo's Security Interest Duly Perfected
---------------------------------------------------------------
Wells Fargo Equipment Finance Inc. filed a motion to condition the
use, sale, and lease of property by D & L Equipment, Inc., and
requiring adequate protection.  The Debtor filed a response, in
part denying that Wells Fargo's security interest in the
collateral was duly perfected.  The question before the Bankruptcy
Court is whether Wells Fargo's security interest was properly
perfected with regard to collateral, the purchase of which it
financed after its acquisition of the debt and security interest.
The Debtor argues that Wells Fargo has a properly perfected
security interest in only two pieces of collateral, i.e., those
that were financed by The CIT Group/Equipment Financing, Inc.,
prior to the assignment to Wells Fargo.  Wells Fargo argues that
the financing statement is adequate because any creditor could
look at the financing statement itself, the amendment regarding
the assignment, and continuation statement and they would
immediately recognize that Wells Fargo may hold a security
interest in some or all of the Debtor's equipment inventory and
they would then have a duty to make further inquiry to determine
the complete state of affairs, and, that satisfies the perfection
and description of collateral requirements.

Judge Walter Shapero rules that the filed financing statement
documents sufficiently perfect all of the inventory financed by
Wells Fargo after the assignment.

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

Based in Jackson, Michigan, D & L Equipment Inc. filed for Chapter
11 bankruptcy (Bankr. E.D. Mich. Case No. 10-72623) on October 25,
2010.  Thomas R. Morris, Esq., at Silverman & Morris, PLLC, in
West Bloomfield, Michigan, serves as the Debtor's counsel.  In its
petition, the Debtor listed $1 million to $10 million in both
assets and debts.


DALAL METWALLY: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dalal M. Metwally
        610 Quail Crest Drive
        Walnut Creek, Ca 94598

Bankruptcy Case No.: 10-74019

Chapter 11 Petition Date: December 7, 2010

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

Judge: Edward D. Jellen

Debtor's Counsel: Anne-Leith Matlock, Esq.
                  MATLOCK LAW GROUP, P.C.
                  1485 Treat Blvd. #200
                  Walnut Creek, CA 94597
                  Tel: (925) 944-7131
                  E-mail: anne-leith@matlocklawgroup.com

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

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

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-74019.pdf


DUBAI WORLD: Emirates Airline Chief to Lead Firm
------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Dubai's ruler
turned to a trusted uncle, Sheik Ahmed Bin Saeed Al Maktoum, to
put Dubai World back on track after the government conglomerate
secured creditor approval to restructure almost $25 billion in
debt.

As reported by the Troubled Company Reporter on October 29,
2010, Dubai World secured support from all its creditors for a
$25 billion debt restructuring plan.  As reported by the TCR on
September 24, 2010, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said Dubai World received approval from most
creditors to alter the terms on $24.9 billion of debt.  According
to the report, the Company and its main creditor banks agreed in
May 2010 to restructure $14.4 billion of loans and $8.9 billion of
government liabilities.  The company said banks would be paid $4.4
billion in five years and another $10 billion over eight years at
below-market interest rates supported by assets sales.

                         About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.


EMERALD ONE: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Emerald One, LLC
        875 North Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-54962

Chapter 11 Petition Date: December 13, 2010

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

Judge: A. Benjamin Goldgar

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

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-54962.pdf

The petition was signed by Richard J. Klarchek, president of
Capital First Realty, Inc., manager of debtor.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Capital Home Sales, LLC               10-54387            12/08/10
Drake Rentals, LLC                    --                  12/13/10
Grouse, LLC                           10-54963            12/13/10
Richard J. Klarchek                   10-44866            10/06/10


ESSAR STEEL: Moody's Retains 'Caa1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service cautions that Essar Steel Algoma Inc.
may have to record a sizable upward adjustment to its cost of
sales related to the price of iron ore purchased in calendar 2010
when a final arbitration determination is made, possibly over the
next month.  While Moody's believes a sizable increase in ESA's
iron ore costs is very possible, this is not likely to change
ESA's ratings, including its Caa1 corporate family rating or its
stable outlook, due to the support Moody's believe will be
provided by the company's parent, Essar Global Ltd.

Moody's last rating action on Essar Steel Alogoma was on
December 2, 2009, when the company's senior secured notes were
assigned a B3 rating and its Caa1 corporate family rating was
confirmed.

Essar Steel Algoma Inc. is an integrated steel producer
headquartered in Sault Ste. Marie, Ontario.  Approximately 80%
of ESA's sales are sheet products, with plate products accounting
for the balance.  ESA's principal end markets are steel service
centers, the automotive industry, steel fabricators and
manufacturers.  In the twelve months ended September 30, 2010,
the company generated approximately C$1.7 billion in revenues.


FAIRFAX FINANCIAL: Moody's Reviews 'Ba1' Senior Unsec. Debt Rating
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the Ba1 senior unsecured debt rating of Fairfax Financial
Holdings Limited.  In the same action, Moody's also affirmed the
Baa3 senior debt rating of Fairfax's subsidiary, Odyssey Re
Holdings Corp., as well as the A3 insurance financial strength
rating of Odyssey America Reinsurance Corporation (Odyssey Re),
and changed the outlook for these issuers to positive from stable.

      Fairfax Review Reflects Improved Financial Flexibility

The review for upgrade of Fairfax's ratings "reflects a
continuation of favorable trends in terms of the group's financial
flexibility, abated risk at its run-off operations, and overall
improved diversification of the Fairfax group of companies,"
explained Moody's Assistant Vice President, Enrico Leo.  The
review for upgrade will focus on three key factors: 1) the
likelihood that Fairfax will sustain its holding company financial
and liquidity position over the coming years, in light of recent
transactions; 2) management's strategy and execution plans for its
subsidiaries given the ongoing weakness in pricing in the
property/casualty insurance marketplace and its impact on the
operating performance at its insurance subsidiaries; and 3) the
potential impact to earnings from the run-off operations.

Moody's noted that Fairfax maintains a diversified revenue stream
by product and geography, particularly as it now owns 100% of
Odyssey Re, Northbridge (Canadian operations), Crum & Forster and
Zenith National; maintains a high level of cash resources at the
parent-company level ($1.4 billion at 9/30/10), and has a liquid
investment portfolio.  Several challenges remain significant to
Fairfax's credit profile including exposure to catastrophe risk,
high level of common stock investments (though a substantial
portion of equities are hedged), historically low operating
earnings (excluding realized gains), and historically volatile
loss reserves.  Fairfax's adjusted financial leverage has improved
considerably to about 28% as of 9/30/10 with about 6x total fixed
charge coverage.

The rating agency said these could lead to an upgrade of Fairfax's
rating: (1) the company maintains its commitment to substantial
holding company liquidity (cash and marketable securities in the
$750 million to $1 billion range); (2) adjusted financial leverage
remains less than 35% and earnings coverage (excluding realized
gains/losses) of at least 2x; (3) continued stabilization of risk
at Fairfax's run-off operations; (4) adverse reserve development
at Fairfax's subsidiaries remains less than 1% of gross reserves;
and/or (5) stand-alone financial strength ratings of the company's
lead operating P&C and/or reinsurance companies are upgraded.

Given the ratings are on review for possible upgrade, the
likelihood of a downgrade is low.  However, these could lead to
the current rating being confirmed: (1) substantial reduction of
holding company liquidity; (2) adjusted financial leverage above
35% and earnings coverage (excluding realized gains/losses) less
than 2x; (3) significant adverse reserve development at Fairfax's
run-off or ongoing operating subsidiaries (greater than 1% of
gross reserves); and/or (4) stand-alone financial strength ratings
of the company's lead operating P&C and/or reinsurance companies
are weakened or downgraded.

  Odyssey Re Positive Outlook Reflects Improved Financial Profile
                         And Performance

According to Moody's, the change in the outlook to positive for
ORH and Odyssey Re reflects improvements in the company's
financial profile and its strong performance across a variety of
financial metrics, including its moderate operational leverage,
and its longer-term profitability outperformance on an absolute
basis (including realized gains), which has resulted in a
significant increase in equity capital at the company, improving
capital adequacy.  Moody's also noted that Odyssey Re has
maintained a measured underwriting posture in the face of the
current soft market by shifting its business mix toward shorter-
tail lines and reducing overall premium volumes.

Moody's noted that Odyssey Re's ratings reflect the company's
improving position in the US property/casualty broker
(re)insurance market, improvements in its financial profile and
underwriting results, the growth of specialty primary insurance in
the overall business mix, which benefits diversification, its
strong absolute profitability and the improved credit profile of
its parent, Fairfax.  These strengths are tempered by the
underwriting volatility and pricing uncertainty inherent in many
of the company's chosen lines of business, which include
catastrophe-exposed property and casualty-based exposures, the
potential for additional adverse reserve development from business
written during the last soft market and its increased level of
high risk assets - primarily common equities and derivatives
(though Moody's notes that a substantial portion of the company's
equity exposure is currently hedged).

Moody's noted several factors that could lead to an upgrade of
ORH's and Odyssey Re's ratings: 1) continued development of the
core franchise while maintaining a moderate catastrophe risk
profile; 2) improved operating returns on capital; and 3) GAAP
gross underwriting leverage consistently less than 3x.  Moody's
also expects that any dividends upstreamed to Fairfax by ORH will
not adversely impact the group's credit profile.

Given the positive outlook, the likelihood of a downgrade is low.
However, these could lead to the outlook reverting back to stable:
(1) adverse reserve development over 5% of total reserves on a
trailing twelve month basis; (2) significant increases in
catastrophe risk exposure relative to equity; and (3) decline in
shareholders' equity (including dividends to Fairfax) by more than
10% over a rolling twelve month period;

These ratings were placed on review for upgrade:

* Fairfax Financial Holdings Limited -- senior unsecured debt
  rating at Ba1; preferred stock at Ba3;

* TIG Capital Trust I -- trust preferred stock at Ba3.

These ratings were affirmed, with a positive outlook:

* Odyssey Re Holdings Corp. -- senior debt at Baa3; preferred
  stock at Ba2;

* Odyssey America Reinsurance Corporation -- insurance financial
  strength at A3;

These ratings were affirmed, with a stable outlook:

* Clearwater Insurance Company -- insurance financial strength at
  A3.

The stable outlook for Clearwater reflects the fact that the
company has written virtually no insurance or reinsurance
business over the past couple of years and has a relatively low
amount of net surplus (which excludes investments in affiliates)
relative to its outstanding loss reserves, which included
approximately $414 million of gross asbestos and environmental
reserves ($265 million net) at year-end 2009.  While Clearwater
owns the other three US operating subsidiaries of ORH (two of
which are active), and thus benefits from the implicit support
of Odyssey Re, there are no explicit support arrangements between
the two companies.

Fairfax is a financial services holding company which engages
in property & casualty insurance, reinsurance, and investment
management through its operating subsidiaries.  Through
September 30, 2010, Fairfax reported net premiums written of
$3.4 billion and net income of $834 million and quarter-end
total shareholders' equity of $8.9 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


FLINT TELECOM: Kodiak Offers 170-Mil. Shares for Resale
-------------------------------------------------------
Flint Telecom Group Inc. filed a preliminary prospectus on Form S-
1 relating to the up to 170,000,000 shares of common stock, par
value $0.01 per share, of Flint, to be offered for resale by
Kodiak Capital Group, LLC.

Common stock outstanding prior to this offering total 599,981,776
shares.  The total stock outstanding will reach 769,981,776
shares, assuming all shares offered for resale are sold.

The Company will not receive any proceeds from the sale of the
shares of common stock offered by Kodiak.

The shares of common stock offered by Kodiak are issuable to
Kodiak pursuant to an Investment Agreement entered into by and
between Kodiak and the Flint Telecom Group, Inc., dated November
26, 2010.  The Company said it will not receive any proceeds from
the sale of these shares by Kodiak.

Kodiak may sell the shares of common stock in a number of
different ways and at varying prices.  On November 30, 2010, the
closing sale price of the Company's common stock was $0.0022 per
share.

A copy of the Preliminary Prospectus filed with the Securities and
Exchange Commission is available for free at:

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

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- delivers next-generation
IP communications Products and Services.  As part of the Company's
ongoing emphasis on streamlining its operations and reaching
sustainable profitability, during the year ended June 30, 2010,
the Company shut down and disposed of four operating companies:
CVC Int'l, Phone House Inc. of Florida, Dial-Tone Communications
and Starcom Alliance.

The Company's balance sheet as of September 30, 2010, showed
$2.16 million in total assets, $14.84 million in total
liabilities, and a stockholders' deficit of $12.68 million.

As reported in the Troubled Company Reporter on October 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.


FRIENDSHIP UTILITIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Friendship Utilities, Inc.
        425 Angell Street
        Providence, RI 02906-4403

Bankruptcy Case No.: 10-15160

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Aleksandr Chernyy, Esq.
                  KEVEN A. MCKENNA, PC
                  23 Acorn Street
                  Providence, RI 02903
                  Tel: (401) 273-8200
                  E-mail: acherny@gmail.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Michael Elling, acting CFO.


FX REAL ESTATE: Kanavos Entities Report 42% Equity Stake
--------------------------------------------------------
In an amended Scheduled 13D filing with the Securities and
Exchange Commission on December 3, 2010, Paul C. Kanavos disclosed
that he beneficially owns 32,631,414 shares of FX Real Estate and
Entertainment Inc. common stock which represents 40.8% of the
shares outstanding.  As of November 1, 2010, there were 65,403,876
shares of the Company's common stock outstanding.

On December 2, 2010, each of Kanavos and his spouse, Dayssi Olarte
de Kanavos, and TTERB Living Trust purchased from Sillerman in a
private transaction 2,071,471 shares of Common Stock and 3,117,155
shares of Common Stock, respectively, at a purchase price of $0.21
per share.  Each of Kanavos and his spouse and TTERB financed the
purchase of the shares of Common Stock from Sillerman by
delivering to him a two-year promissory note for the aggregate
purchase price bearing interest at 1% per annum.

Other related entities also report beneficial ownership of shares:

                                        Shares           Equity
                                   Beneficially Owned    Stake
                                   ------------------    ------
Robert F.X. Sillerman                  32,408,554        41.0%
Sillerman Capital Holdings, L.P.          766,917         1.2%
Brett Torino                           34,051,412        42.0%
ONIROT Living Trust dated 06/20/2000    5,556,870         8.5%
TTERB Living Trust                     28,228,304        34.9%
Atlas Real Estate Funds, Inc.           5,501,611         8.4%

                        About FX Real Estate

FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres
of land located at the southeast corner of Las Vegas Boulevard and
Harmon Avenue in Las Vegas, Nevada.  The Las Vegas Property is
currently occupied by a motel and several commercial and retail
tenants with a mix of short and long-term leases.  On June 23,
2009, as a result of the default under the first mortgage loan,
the first lien lenders had a receiver appointed to take control of
the property.  The Company is headquartered in New York City.

The Company's balance sheet at September 30, 2010, showed
$142.3 million in total assets, $525.3 million in total
liabilities, and a stockholders' deficit of $383.0 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or  benefit.


GELTECH SOLUTIONS: Board Grants 5-Year Stock Option to CEO & Pres.
------------------------------------------------------------------
On December 8, 2010, the Board of Directors of GelTech Solutions
Inc. granted 750,000 five-year stock options to each of Michael
Cordani, Chief Executive Officer, Joseph Ingarra, President and
Peter Cordani, Chief Technology Officer exercisable at a $1.22 per
share.  Of the options: (i) 20% are fully vested and (ii) the
remaining vest semi-annually over three years with the first
vesting date being June 30, 2011, subject to continued employment
on each applicable vesting date.

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.

The Company's balance sheet at September 30, 2010, showed
$1.0 million in total assets, $2.6 million in total liabilities,
and a stockholders' deficit of $1.6 million.

As reported in the Troubled Company Reporter on October 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has a net loss and net cash used in operating activities
in 2010 of $3.5 million and $2.6 million, respectively, and has an
accumulated deficit, a stockholders' deficit and working capital
deficit of $9.6 million, $1.1 million, and $1.7 million,
respectively, at June 30, 2010.


GENERAL MOTORS: Barclays and Goldman Start Quoting Prices on CDS
----------------------------------------------------------------
Katy Burne, writing for Dow Jones Newswires, reports that Barclays
Capital and Goldman Sachs started quoting prices on credit default
swaps tied to senior unsecured General Motors Co. debt on Tuesday,
even though GM has not yet issued any bonds.

According to Ms. Burne, a Barclays spokesman declined to comment
and a Goldman spokesman confirmed the firm was making markets in
the swaps.  She also relates a senior trader at another major
dealer said the firm was looking into quoting CDSs on GM, but
wanted more legal and operational certainty over the exact entity
the CDSs would reference.

Credit default swaps function like insurance on bonds and loans,
protecting against the risk of an issuer not paying interest or
going bankrupt.

Ms. Burne notes that after GM filed for bankruptcy on June 1,
2009, buyers of CDS tied to old GM unsecured debt received 87.5
cents on every dollar of CDS protection they bought.  Protection
tied to old GM Corp. loans was valued at 97.5 cents on the dollar.
At that time, there was around $2.4 billion of old GM debt
outstanding.

According to Ms. Burne, it is unclear when GM plans to tap the
debt capital markets, but until now, investors have been using
Ford Motor Co. CDS as a proxy.  She relates that pricing being
offered on the GM CDS is in the range of 330/340 basis points,
according to one person who had seen the Barclays quotes.  Five-
year bid/offer spreads on CDSs tied to Ford Motor Co. bonds were
quoted Tuesday at 270/278 basis points, 55/65 basis points cheaper
than the CDSs on GM.  A basis point equals $1,000 annually on a
contract protecting $10 million of debt for five years.

                       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: Offering Buyouts to 3,000 Workers
-------------------------------------------------
The Wall Street Journal's Sharon Terlep reports that General
Motors Co. is offering buyouts and early-retirement incentives in
hopes of persuading up to 3,000 skilled-trades workers to leave
U.S. plants.

According to the report, GM is offering a $60,000 payment to
workers at 14 factories to either retire or cut ties with the
company by March.  They have until Dec. 23 to decide whether to
take the offers.  Many of the incentives are aimed at workers at
GM plants scheduled for closure.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: GM Daewoo to Repay $1 Billion Korean Debt
---------------------------------------------------------
General Motors Company announced that its GM Daewoo Auto &
Technology, Inc. subsidiary (GM Daewoo) will fully repay its
Korean revolving credit facility this month, according to a public
statement dated November 30, 2010.

The facility had a drawn balance of $1 billion (USD) as of
September 30, 2010.

General Motors CFO Chris Liddell said, "Following our successful
IPO, we will continue to take opportunities to strengthen our
balance sheet.  Our objective remains to have minimal debt and a
fully funded pension plan."

Meanwhile, General Motors Company announced it entered into an
agreement for the long-term development of GM Daewoo Auto and
Technology with Korea Development Bank, according to KDB, AFP
reported.  The agreement comes as KDB had reportedly pressed GM to
show a firm long-term commitment to its South Korean unit to
ensure its financial and business viability.

KDB related that the agreement will require GM to guarantee
redemption of GM Daewoo's preferred shares held by local
creditors, the report said.  GM will also share licenses with its
South Korean unit for vehicles they jointly develop, KDB further
disclosed, the report noted.

The agreement will also grant KDB a greater say in GM Daewoo's
management with the appointment of three outside directors to the
South Korean unit's board, the report stated.  In addition, KDB
will have veto rights over GM Daewoo's management decisions, the
report noted.  As part of the new arrangements, the stake limit
for this right was lowered to 15& from the previous 28% held by
KDB, the report added.

GM has a 70.1% stake in GM Daewoo and KDB owns 17% stake of the
South Korean unit.

                       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: New GM Denies Liability to B. Kidwell
-----------------------------------------------------
Billy Ray Kidwell asked the bankruptcy to court to enter an order
holding General Motors LLC in contempt for intentionally violating
the court's orders.  Mr. Kidwell alleges that he is an "assumed
liability" pursuant to the 363 Sale Order in that he had an
express written warranty for a new Chevrolet truck and was engaged
in the Lemon Lawsuit in Florida against New GM.  Mr. Kidwell
asserts that he merely wants his day in Court that is being denied
to him because of New GM's telling a Florida court that the new
vehicle written warranties are not an assumed liability and that
New GM does not have to honor the Vehicle Warranties because of
the Debtors' bankruptcy.

In response, Counsel to General Motors LLC, Arthur Steinberg,
Esq., at King & Spalding LLP, in New York, insists that New GM has
fully complied with the orders of the Court, including the 363
Sale Order.

The motion is the latest pleading filed by Billy Ray Kidwell in a
long line of fruitless attempts by him to have General Motors
Corp. and now New GM held accountable for alleged liabilities
arising from a purportedly Chevy S-10 pickup truck purchased by
Mr. Kidwell in 2003, Mr. Steinberg asserts.  In 2005, Mr. Kidwell
filed an arbitration proceeding in which he was unsuccessful to
obtain relief under Florida's Lemon Law for his purportedly
defective Chevrolet S-10 pick-up.  Instead of seeking review from
the Florida New Motor Vehicle Arbitration Board, Mr. Kidwell
brought an action against Old GM and one of its employees in
Florida state court alleging fraud.  Mr. Kidwell filed another
action in the U.S. District Court for the Middle District of
Florida against Old GM.

Having been unsuccessful in the Florida state and federal courts,
Mr. Kidwell comes before the U.S. Bankruptcy Court for the
Southern District of New York seeking a third bite at the apple
by making the same arguments advanced in the other tribunals, Mr.
Steinberg points out.  However, as found by the Florida District
Court, the 363 Sale Order unquestionably protects New GM for the
claims of Mr. Kidwell; claims that clearly arose prepetition and
prior to the entry of the 363 Sale Order, Mr. Steinberg stresses.

While New GM assumed some obligations of the Debtors in
connection with certain "express written warranties of [the
Debtors] that are specifically identified as warranties and
delivered in connection with the sale of" specified vehicles, New
GM only assumed the obligation to fund and otherwise support the
standard limited warranties of repair issued by Old GM under the
Amended and Restated Master Sale and Purchase Agreement, Mr.
Steinberg points out.  Mr. Kidwell's allegations fall squarely
within this exclusion, Mr. Steinberg maintains.

In a joinder to New GM's Objection, the Debtors say they do not
take issue with New GM's interpretation of the "assumed
liabilities" and "retained liabilities" under the MSPA, and thus
support the position of New GM as conforming to the terms of the
MSPA.  The Debtors reserve their rights to supplement this joinder
if new facts arise that would require them to take an affirmative
position on the relief sought by Mr. Kidwell.

                       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: IUE-CWA Proposes to Assign Claim to VEBA Trust
--------------------------------------------------------------
IUE-CWA, Industrial Division of the Communications Workers of
America, AFL-CIO, CLC, asks the Bankruptcy Court to approve the
assignment of its claim to the IUE-CWA GM Bankruptcy Claim Trust.

In September 2009, the IUE-CWA and other unions entered into an
agreement with General Motors Company and Motors Liquidation
Corporation.  The Settlement Agreement provides, in pertinent
part, that the IUE-CWA, USW and all Splinter Unions will be
granted an allowed prepetition unsecured claim in MLC's Chapter
11 case in the amount of $1 billion with respect to retiree
health and life insurance benefits for the post-age-65 retirees,
post-age-65 surviving spouses and under-age-65 retirees or
surviving spouse disqualified for Retiree Health Care Benefits
due to Medicare eligibility who are represented by IUE-CWA, USW,
and the Splinter Unions.

The Court approved the Settlement Agreement in November 2009.
According to the approval order, the IUE-CWA percentage share of
the entire Allowed Claim of $1 billion is 79.39%.

By this motion, IUE-CWA seeks to assign its percentage share of
the Allowed Claim to a trust that has been created to provide
retiree health and life insurance benefits for the post-age-65
retirees, post-age-65 surviving spouses and under-age-65 retirees
or surviving spouse disqualified for Retiree Health Care Benefits
due to Medicare eligibility who are represented by IUE-CWA.

The Trust, together with the Plan, is intended to constitute a
"voluntary employees' beneficiary association" under Section
501(c)(9) of the Internal Revenue Code.  The Plan is intended to
constitute an "employee welfare benefit plan" within the meaning
of Section 3(1) of the Employee Retirement Income Security Act
and to be compliant with ERISA requirements.

In order to establish the Trust, the IUE-CWA has agreed to
provide an unsecured, interest-free loan to the Trust of
$100,000.  The loan is for the purpose of allowing the Trust to
pay "ordinary operating expenses of operating the Trust,
including reasonable administrative costs associated with the
creation and maintenance of the Trust, such as retaining a
fiduciary to assume the responsibility for liquidating the IUE-
CWA Bankruptcy Claim and retaining an Actuary and Counsel to
assist in determining potential benefits."

The IUE-CWA General Executive Board has resolved to transfer its
percentage share of the Allowed Claim to the Trust.

The Trustees have retained Independent Fiduciary Services, Inc.,
to serve as a named fiduciary and investment manager of the Trust
with respect to the IUE-CWA percentage share of the Allowed Claim
and its disposition.

                       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)


GREAT ATLANTIC & PACIFIC: Wins Interim Nod for $800MM of Financing
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. and its debtor-
affiliates sought and obtained interim approval from the United
States Bankruptcy Court for the Southern District of New York to
enter into a debtor-in-possession credit agreement with JPMorgan
Chase Bank, N.A.

The Court's interim order authorizes the Debtors to borrow money
and obtain letters of credit up to an aggregate principal or face
amount of $550,000,000.  The Debtors have obtained a commitment
for a fully underwritten $800,000,000 credit facility from
JPMorgan.

The DIP Lenders are a syndicate of banks, financial institutions
and other entitles, including JPMorgan Chase Bank, arranged by
the Lead Arranger, J.P. Morgan Securities LLC.  The
Administrative Agent is JPMorgan Chase Bank.

According to Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New
York, the DIP Financing commitment is unique for a retailer in
Chapter 11 because it provides significant availability,
competitive pricing, and an 18-month maturity date -- all without
burdensome case controls.

The $800,000,000 DIP financing facility consists of:

  (1) A $350,000,000 secured superpriority priming term facility
      to refinance the Debtors' prepetition senior secured
      credit facility and provides approximately $187,000,000 in
      incremental liquidity.  This will be drawn in full upon
      entry of the Interim Order; and

  (2) A $450,000,000 secured superpriority priming revolving
      facility, including access to a $250,000,000-letter of
      credit sublimit.

Mr. Basta notes that the DIP Agreement will (i) repay
approximately $135,500,000 outstanding under certain prepetition
first lien credit facilities upon entry of the Interim Order; and
(ii) provide approximately $187,000,000 in incremental liquidity
to fund the Debtors' operations through a secured superpriority
priming senior term loan facility upon entry of the Interim Order
and approximately $263,000,000 of incremental liquidity upon
entry of the final order.

The DIP Financing will be used (i) to finance the working capital
needs or for general corporate purposes of the Debtors, (ii) to
pay the fees, costs and expenses incurred by the Debtors in
connection with the Chapter 11 cases, (iii) to refinance the
Prepetition Credit Facilities.

The DIP Loan will mature 18 months after the closing date.  The
DIP Loan will terminate on the earliest of: (i) the Maturity
Date; (ii) 40 days after the entry of the Interim Order if the
Final Order has not been entered; (iii) the substantial
consummation of a confirmed plan of reorganization; and (iv) the
acceleration of the Loans and the termination of the Commitment
in accordance with the DIP Agreement.

The proposed DIP Financing subjects the security interests and
administrative expense claims of the Lenders to the "Carve-Out."
Carve Out refers to (i) all fees required to be paid to the Clerk
of the Bankruptcy Court and to the Office of the United States
Trustee, (ii) all reasonable fees and expenses incurred by a
trustee under Section 726(b) of the Bankruptcy Code not to exceed
$100,000, and (iii) at any time after the first business day
after the occurrence and during the continuance of a C/C Event of
Default and delivery of notice thereof to the United States
Trustee for the Southern District of New York, Debtors' counsel,
and the Creditors' Committee, the payment of accrued and unpaid
professional fees, costs and expenses incurred by persons or
firms retained by the Debtors and the Creditors' Committee and
allowed by the Court, in an aggregate amount not exceeding
$15,000,000, which amount may be used subject to the terms of
the Interim DIP Order.

The Court will convene a hearing on January 10, 2011, to consider
final approval of the request.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/AP_DIP_Agreement.pdf

Full-text copies of the DIP Commitment Letter, DIP Term Sheet,
and Intercreditor Agreement are available at no charge at:

   http://bankrupt.com/misc/AP_DIPCommitmentLetter121010.pdf
    http://bankrupt.com/misc/AP_DIPTermSheet121010.pdf
    http://bankrupt.com/misc/AP_DIPIntercredAgr080409.pdf

                           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: Has Interim Access to Cash Collateral
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. and its debtor-
affiliates have approximately $1 billion in funded indebtedness
and related obligations, comprised of: (a) a prepetition senior
secured term facility and revolving facility with the prepetition
lenders; (b) prepetition secured notes; (c) four series of
unsecured notes; and (d) $10 million in unsecured promissory
notes.  The Debtors also have 175,000 shares of convertible
preferred stock issued and outstanding, with a $1,000 per share
liquidation preference.

On August 4, 2009, the collateral agent under the Debtors'
Prepetition Credit Facilities, and the collateral agent under
their Prepetition Secured Notes Security Agreement, entered into
an Intercreditor Agreement, which governs the relative
contractual rights of the Prepetition Lenders and Second Lien
Lenders.

Among other things, the Intercreditor Agreement provides that
claims arising under the Prepetition Secured Notes or the Second
Lien Indenture are subordinated to "first lien debt" of up to
approximately $815 million, including as such debt may
be refinanced.  The Intercreditor Agreement also imposes certain
limitations on the ability of the Second Lien Lenders: (a) to
contest a refinancing of the Prepetition Credit Facilities and/or
a proposed postpetition DIP financing provided by or consented-to
by lenders under the Prepetition Credit Facilities; and (b)
request adequate protection during a bankruptcy proceeding.

The Second Lien Lenders have effectively consented to the
Debtors' access to any postpetition financing, including the DIP
Financing, and the Debtors' use of cash collateral subject to
their junior liens, relates Paul M. Basta, Esq., at Kirkland &
Ellis LLP, in New York.

Against this backdrop, the Debtors sought and obtained an order
from the Court authorizing them, on an interim basis, to use all
Cash Collateral of the Prepetition Secured Lenders.

The Court directed the Prepetition Secured Lenders to promptly
turn over to the Debtors all Cash Collateral received or held by
them.

The Debtors' right to use Cash Collateral will terminate
automatically on the Termination Date, as defined in the DIP
Credit Agreement, upon the giving of five days' prior written
notice to the Debtors.

The Prepetition Secured Lenders are entitled, until the
indefeasible repayment of the Prepetition Debt to adequate
protection of their interest in the Prepetition Collateral,
including the Cash Collateral, for and equal in amount to the
aggregate diminution in the value of the Prepetition Secured
Lenders' interest in the Prepetition Collateral, including,
without limitation, any diminution resulting from the
sale, lease or use by the Debtors of Cash Collateral and any
other Prepetition Collateral, the priming of the Prepetition
Agent's security interests and liens in the Prepetition
Collateral by the Agent and the DIP Lenders pursuant to the
DIP Documents and the Interim Order, and the imposition of the
automatic stay pursuant to Section 362 of the Bankruptcy Code, in
each case to the extent required by the Bankruptcy Code.

As adequate protection for the Adequate Protection Obligations,
the Prepetition Agent and the Prepetition Secured Lenders are
granted, among other things:

  (a) Adequate Protection Liens;

  (b) Refinancing of the Prepetition Debt; and

  (c) A superpriority claim as provided for in Section 507(b) of
      the Bankruptcy Code.

The Court will convene a hearing on January 10, 2011, to consider
final approval of the request.

                           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: Gets OK for Intercompany Transactions
---------------------------------------------------------------
In the ordinary course of business, The Great Atlantic & Pacific
Tea Company, Inc. and its affiliates maintain business
relationships with affiliates, which result in intercompany
receivables and payables arising from these transactions:

  (1) Expense Allocations.  In the ordinary course of business,
      the Debtors and certain non-debtor affiliates incur
      centrally billed expenses, including insurance premiums,
      workers' compensation obligations, payroll and benefit
      costs, and information technology costs.  The Great
      Atlantic & Pacific Tea Company Inc. often pays these
      expenses and then allocates them to the appropriate
      affiliates.

  (2) Revenue Allocations.  In the ordinary course of business,
      the operating company Debtors transfer their revenue to
      the main concentration account.  This creates intercompany
      claims for Great Atlantic & Pacific to the operating
      company Debtors.

  (3) Intercompany Loans.  A well-documented system of
      intercompany loans and capital contributions is being
      maintained to facilitate cash flow among the Debtors.

The Debtors maintain records of all intercompany transactions,
including fund transfers, and can ascertain, trace and account
for those transactions.  At the same time, if the intercompany
transactions were to be discontinued, the cash management
system and related administrative controls would be disrupted,
according to Paul Basta, Esq., at Kirkland & Ellis LLP, in New
York.

Accordingly, the Debtors sought and obtained interim court order
authorizing them to continue performing under and honoring the
intercompany transactions.

The interim order, however, requires the Debtors to keep records
of any postpetition intercompany transfers and services that
occur during their Chapter 11 cases; put in place accounting
procedures to identify and distinguish between prepetition and
postpetition intercompany transactions and to track postpetition
intercompany transactions; and provide access to those records
and procedures to JP Morgan Chase Bank N.A.

All intercompany claims arising after December 12, 2010, will be
accorded administrative expense priority, according to the
interim order.

The deadline for filing objections to the final approval of the
Debtors' request is January 4, 2010.

If an objection is timely filed and served, that objection will
be set for hearing on January 10, 2010.

                           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: Cut by S&P to 'D' After Ch. 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Montvale, N.J.-based Great Atlantic & Pacific Tea Co.
Inc. to 'D' from 'CC'.  All issue-level ratings on the company's
debt issues were also lowered to 'D'.  The recovery ratings on the
company's debt issues remain unchanged.

The ratings action follows the company's filing of a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code.

The 'D' rating on A&P reflects the company's default due to its
filing for Chapter 11 bankruptcy protection.  A&P will have access
to $800 million of debtor-in-possession financing, which S&P
expects will allow it to maintain operations during the Chapter 11
restructuring while the company addresses its structural cost
issues and reorganizes its capital structure.  As of Sept. 11,
2010, the company has just under $1.5 billion of debt.


GREAT ATLANTIC & PACIFIC: Moody's Downgrades PDR to 'D'
-------------------------------------------------------
Moody's Investors Service downgraded Great Atlantic & Pacific Co.
Inc.'s Probability of Default Rating to D from Caa3.  The
downgrade was prompted by A&P's December 12, 2010 announcement
that it voluntarily entered Chapter 11 in the United States
Bankruptcy Court prior to its next scheduled interest payment.

Ratings Rationale

Subsequent to today's actions, Moody's will withdraw the ratings
because A&P has entered bankruptcy.  See Moody's Withdrawal Policy
on moodys.com.

    The following ratings were downgraded and will be withdrawn:

    Probability of Default Rating to D from Caa3

    Corporate Family Rating to Caa3 from Caa2

    Senior secured notes to Caa2 (LGD 3, 37) from Caa1
    (LGD 2, 21%)

    Senior convertible notes to Ca (LGD 5, 74%) from Caa3
    (LGD 4, 53%)

    Senior unsecured notes to Ca (LGD 5, 74%) from Caa3
    (LGD 4, 53%)

    Senior unsecured shelf to (P)Ca (LGD 5, 74%) from (P)Caa3
    (LGD 4, 53%)

    Subordinated shelf of (P)Ca (to LGD 6, 97% from LGD 5, 85%)

    Preferred shelf to (P)C (LGD 6, 98%) from (P)Ca (LGD 5, 89%)

    The following ratings will be withdrawn:

    Junior subordinated shelf of (P)Ca (to LGD 6, 97%
    from LGD 5, 85%)

    Speculative Grade Liquidity rating at SGL-4

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


GREAT SLAM: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Great Slam Bang Properties, Ltd.
        64-66 Route 9w
        Haverstraw, NY 10927

Bankruptcy Case No.: 10-24611

Chapter 11 Petition Date: December 13, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: Ronald De Caprio, Esq.
                  ATTORNEY AT LAW
                  65 West Ramapo Road
                  Garnerville, NY 10923
                  Tel: (845) 354-3212
                  Fax: (845) 354-3213
                  E-mail: rdecaprio@optonline.net

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/nysb10-24611.pdf

The petition was signed by Guy S. Plassart, president.


GROUSE, LLC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grouse, LLC
        875 North Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-54963

Chapter 11 Petition Date: December 13, 2010

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

Judge: A. Benjamin Goldgar

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

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-54963.pdf

The petition was signed by Richard J. Klarchek, president of
Capital First Realty, Inc., manager of debtor.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Capital Home Sales, LLC               10-54387            12/08/10
Drake Rentals, LLC                    10-54959            12/13/10
Emerald One, LLC                      10-54962            12/13/10
Richard J. Klarchek                   10-44866            10/06/10


GSC GROUP: Judge Moves Sale Hearing as Shareholders Object
----------------------------------------------------------
Bankruptcy Law360 reports that a judge postponed a hearing Monday
over a proposed $235 million sale of GSC Group Inc.'s investment
management business to creditor Black Diamond Commercial Finance
LLC after stakeholders reported they were in gridlock over the
deal.

As reported in the Troubled Company Reporter on Dec. 3, 2010,
several investors in funds managed by GSC Group Inc. are objecting
to the sale to Black Diamond Capital Management LLC, noting that
GSC's business provides personal services which can't be sold or
assigned in bankruptcy without consent from parties receiving the
services.  The investors said that silence can't be equated with
consent, given the difficulty of contacting investors who have the
actual economic interest in the money being managed by GSC.

The Troubled Company Reporter on November 2, 2010, reported that
Black Diamond Capital Management and its affiliate Black Diamond
Commercial Finance, LLC, as agent for a lender group, emerged --
following a three-day auction -- as winning bidder for
substantially all of the investment management business and
related assets of GSC Group.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  It filed for Chapter 11
bankruptcy protection on August 31, 2010 (Bankr. S.D.N.Y. Case No.
10-14653).  Michael B. Solow, Esq., at Kaye Scholer LLP, assists
the Debtor in its restructuring effort.  Epiq Bankruptcy
Solutions, LLC, is the Debtor's notice and claims agent.  Capstone
Advisory Group, LLC, is the Debtor's financial advisor.  The
Debtor estimated its assets at $1 million to $10 million and debts
at $100 million to $500 million.


GUY JAMES: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Guy James Phase II, LP
        5751 Kroger Drive, Suite 293
        Keller, TX 76244

Bankruptcy Case No.: 10-48001

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Robert A. Simon, Esq.
                  BARLOW GARSEK & SIMON, LLP
                  3815 Lisbon Street
                  Fort Worth, TX 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200
                  E-mail: rsimon@bgsfirm.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 five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-48001.pdf

The petition was signed by Scott T. Schambacher, limited partner.


HAWES PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hawes Properties, LLC
        274 Alice Road
        Port Angeles, WA 98363

Bankruptcy Case No.: 10-24735

Chapter 11 Petition Date: December 9, 2010

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

Judge:  Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St., Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $600,045

Scheduled Debts: $1,001,000

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-24735.pdf

The petition was signed by Douglas Hawes, owner/manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Hawes Investments LLC                  10-_____   __/__/10


HD SUPPLY: Incurs $99 Million Net Loss in October 31 Quarter
------------------------------------------------------------
HD Supply Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $99 million on $1.99 billion of net sales for three
months ended Oct. 31, 2010, compared with a net loss of $267
million on $1.93 billion of net sales in three months ended Nov.
1, 2009.

HD Supply reported a net loss of $416 million on $5.78 billion of
net sales for nine months ended Oct. 31, 2010, compared with a net
loss of $346 million on $5.83 billion of net sales for nine months
ended Nov. 1, 2009.

The Company's balance sheet at Oct. 31, 2010, showed $7.21 billion
in total assets, $6.91 billion in total liabilities, and
stockholders' equity of $292.0 million.

The Company noted in a press release that net sales for the 2010
fiscal third quarter was $2.0 billion, an increase of $61 million
compared to the third quarter of fiscal 2009.  Operating income
for the fiscal third quarter of 2010 was $38 million, an increase
of $256 million compared to the third quarter of fiscal 2009,
which included a $224 million pre-tax goodwill impairment charge.

"In the face of continued economic headwinds, the third quarter's
improved results reflect HD Supply's initiatives to accelerate
sales and grow market share with unparalleled customer service.
These measurable results and the teams' corresponding profitable
growth momentum position the company well for immediate and long-
term success," stated Joe DeAngelo, CEO, HD Supply.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?70d0

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

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations ("MRO") services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.  Revenues for the last twelve months
through January 31, 2010, totaled approximately $7.4 billion.

As reported in the TCR on April 27, 2010, Moody's Investors
Service downgraded HD Supply's Corporate Family Rating and
Probability of Default Rating to Caa2 from Caa1.  "The downgrade
results from Moody's views that the construction industry, the
main driver of HDS' revenues, will continue to be weak for the
foreseeable future, pressuring the company's ability to generate
meaningful levels of earnings and free cash flow relative to its
debt."


HERCULES OFFSHORE: Files S-3; Plans to Sell $750MM in Securities
----------------------------------------------------------------
Hercules Offshore Inc. filed a Form S-3 in connection with its
plans to offer debt securities, preferred stock, common stock,
warrants, purchase contracts and units in one or more offerings
with a total initial offering price of up to $750,000,000. A copy
of the prospectus is available for free at
http://ResearchArchives.com/t/s?70e4

The Company said it will provide a prospectus supplement and, if
applicable, a pricing supplement that will describe the specific
terms of the offering.

                       About Hercules Offshore

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HERCULES OFFSHORE: MENAdrill Ends Hull 109 Project
--------------------------------------------------
Hercules Offshore Inc. is a party to a Management Agreement with
First Energy Bank B.S.C. whereby it would market, manage and
operate two new-build jackup drilling rigs, Hull 109 and Hull 110
also known as MENAdrill Hercules 1 and 2.

The Company said it received a notice of termination from
MENAdrill with respect to Hull 109.  The termination is effective
as of December 13, 2010, and MENAdrill has agreed to pay the
Company the termination fee of $250,000 due under the contract on
the date of termination.  MENAdrill has informed the Company that
they are mobilizing Hull 109 to perform drilling operations in
Mexico, which were arranged by MENAdrill.

Currently, the Company continues to perform its worldwide
marketing and other obligations under the Management Agreement to
market and manage Hull 110.

                      About Hercules Offshore

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HILL COUNTRY: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hill Country MRI Partners I Ltd.
        128 W. Bandera, Suite 4
        Boerne, TX 78006

Bankruptcy Case No.: 10-54800

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: J. Todd Malaise, Esq.
                  MALAISE LAW FIRM
                  909 NE Loop 410, Suite 300
                  San Antonio, TX 78209
                  Tel: (210) 732-6699
                  Fax: (210) 732-5826
                  E-mail: notices@malaiselawfirm.com

Scheduled Assets: $244,935

Scheduled Debts:$1,110,882

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb10-54800.pdf

The petition was signed by Terry Riely, CFO.


HILLS CENTER: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hills Center Office I, LLC
        3297 Woodbine St.
        Los Angeles, CA 90064

Bankruptcy Case No.: 10-33005

Chapter 11 Petition Date: December 10, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Ambrish S. Sidhu, Esq.
                  SIDHU LAW FIRM
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 384-4436
                  Fax: (702) 384-4437
                  E-mail: asidhu@sidhulawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb10-33005.pdf

The petition was signed by Andrew Geller, manager.


HUNTINGTON BANCSHARES: Fitch Lifts Preferred Stock Rating From BB
-----------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating of
Huntington Bancshares, Inc,. to 'BBB+' from 'BBB' and
simultaneously, affirmed its bank subsidiary, Huntington National
Bank ratings at 'BBB+'.  Additionally, Fitch has upgraded the
Individual Rating of HBAN and HNB to 'B/C' from 'C'.  The Rating
Outlook is Stable.

The rating action follows HBAN's announcement that the company
will raise $920 million in common equity as part of its plan to
repay Troubled Asset Relief Program capital.  Fitch's upgrade of
the HBAN's IDR and equalization with HNB's IDR, reflects the
improvements in holding company capital and liquidity, which
under Fitch's criteria results in an alignment of HBAN and HNB.
Fitch believes the holding company is currently operating with
sufficient cash (approximately $857 million) to support about
$132.8 million (or 6.5 times debt service coverage) with nominal
near-term obligations maturing ($50 million in subordinated notes
maturing 2013).  Additionally, given the bank's improvement in
asset quality trends and return to profitability beginning the
first quarter of 2010 (1Q'10), Fitch does not expect that the
holding company will need to downstream capital to the bank.

The equity announcement further improves the equity component of
HBAN's capital structure, which equates to a pro forma tangible
common equity ratio of about 7.86%.  Fitch recognizes HBAN has
taken several actions in the last year to improve its TCE position
as well as addressing asset quality challenges.  To date, HBAN
raised $1.2 billion in common equity.  Further, HBAN returned to
profitability during the 1Q'10, which also generated capital and
is expected to do so into 2011.  TCE ratio stood at 6.2% for
3Q'10.

For most of 2010, core profitability has trended positively
including growth in pre-provision net revenues compared to 2009.
Operating performance has also benefited from improved credit
trends, which has reduced provisioning needs.  During late 2008
and 2009, HBAN's asset quality measures had been negatively
affected by its Franklin credit exposure.  Through a combination
of restructurings and NCOs, Fitch believes any lingering issues
associated with Franklin have been addressed with no further
meaningful exposure.  The Franklin relationship was unique as it
was acquired and HBAN has no other similar credits.  Further,
Fitch views HBAN's relatively manageable exposure to commercial
real estate as also providing greater comfort in the
sustainability of asset quality.  Nonetheless, reserve coverage
remains strong and on the higher end of similarly rated peers,
which Fitch view's favorably.

The Stable Outlook reflects Fitch's view that profitability will
be sustainable at current levels given that provisioning needs are
decreasing.  Although HBAN may experience further credit quality
deterioration in the loan portfolio stemming from CRE exposures
and economic weakness in its footprint, HBAN is operating with
solid reserve coverage and capital that would support potential
losses.  Fitch would revise its Outlook and review the rating for
a potential downgrade should the bank's operating performance come
under pressure from substantial credit losses leading to reported
net losses.

Over the last year, HBAN has implemented strategies and invested
in its franchise with a focus on growing its revenues (i.e.
acquired an asset base lending team and equipment finance,
expanded hours and days for retail banking, introduced Fair Play
overdraft program, and signed an agreement with Giant Eagle
supermarket chain store).  Fitch would view positively material
impact from these initiatives coupled with a continued growth in
pre-provision net revenue and improved operating metrics that
would be considered sustainable.

Fitch has upgraded these ratings.  The Rating Outlook is Stable:

Huntington Bancshares, Incorporated

  -- Long-term Issuer Default Rating to 'BBB+' from 'BBB';
  -- Preferred stock to 'BBB-' from 'BB';
  -- Individual rating to 'B/C' from 'C';

Huntington National Bank

  -- Individual rating to 'B/C' from 'C'.

Huntington Capital I-III

  -- Preferred stock to 'BBB-' from 'BB+'.

Sky Financial Capital Trust I-IV

  -- Preferred stock to 'BBB-' from 'BB+'.

Fitch has affirmed these ratings:

Huntington Bancshares, Incorporated

  -- Short-term IDR at 'F2';
  -- Support at '5';
  -- Support Floor at 'NF'.

Huntington National Bank

  -- Long-term deposits at 'A-';
  --  Long-term IDR at 'BBB+';
  -- Senior unsecured at 'BBB+';
  -- Senior unsecured debt FDIC gtd under TLGP at 'AAA';
  -- Subordinated debt at 'BBB';
  -- Short-term IDR at 'F2';
  -- Short-term deposits at 'F1';
  -- Short-term debt FDIC gtd under TLGP at 'F1+';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sky Bank

  -- Subordinated debt at 'BBB'.


IDA KUENZLI: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ida Marie Kuenzli
          aka Marie Kuenzli
        P.O. Box 284
        Star, ID 83669

Bankruptcy Case No.: 10-03939

Chapter 11 Petition Date: December 7, 2010

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.com

Scheduled Assets: $1,739,463

Scheduled Debts: $1,564,314

A list of the Debtor's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-03939.pdf


IDO SECURITY: H. Shabat Has Options to Purchase 240,000 Shares
--------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
December 2, 2010, Henry Shabat, the COO of the operating
subsidiary of IDO Security Inc., disclosed that disclosed he has
received stock options, which entitle him to purchase shares of
IDO at these prices:

        Date         Expiration     Amount of
     Exercisable        Date         Shares       Price
     -----------     ----------     ---------     -----
     09/29/2007      09/29/2012      30,000       0.167
     12/28/2007      12/28/2012      30,000       0.25
     03/27/2008      03/27/2013      30,000       0.417
     06/25/2008      06/25/2013      30,000       0.583
     09/23/2008      09/23/2013      30,000       0.717
     12/22/2008      12/22/2013      30,000       0.95
     03/22/2009      03/22/2014      30,000       1.083
     06/20/2009      06/20/2014      30,000       1.167

                     About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company's balance sheet at September 30, 2010, showed
$2.69 million in total assets, $16.03 million in total
liabilities, and a stockholders' deficit of $13.34 million.

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, N.J., 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
not achieved profitable operations, has incurred recurring losses,
has a working capital deficiency and expects to incur further
losses in the development of the business.


INNKEEPERS USA: Best Western Can't End Agreement
------------------------------------------------
Tiffany Kary at Bloomberg News reports that U.S. Bankruptcy Judge
Shelley Chapman in Manhattan denied Best Western International
Inc.'s request for an order requiring Innkeepers USA Trust to
immediately decide whether to keep or reject an agreement to run
the Best Western West Palm Beach Airport Inn in West Palm Beach,
Florida.

The Debtors have opposed Best Western's request, arguing that if
Best Western is allowed to terminate the agreement, defaults could
be triggered on Innkeepers' loans.  "I believe the debtors are
entitled to more time to determine what they want to do with this
agreement," Judge Chapman said, according to the Bloomberg report.

Best Western, Bloomberg relates, said the hotel doesn't meet its
requirements for design features such as mandated lobby size and
exercise facilities, which it imposes on hotel operators that use
its brand.  It asked to end Innkeepers' ability to use its logos,
citing damage to its trademark.

"This hotel is in the bottom scores of customer satisfaction. Its
flying a Best Western Flag, but it's not what customers expect,"
Best Western lawyer Michael Helms told Judge Chapman.

According to Bloomberg News, termination of the agreement would
cause a default on Innkeepers' $53 million loan from Five Mile
Capital Inc., and its $17.5 million loan from Lehman Brothers
Holdings Inc.  As a result, the lenders could demand the loans
due, and the company wouldn't be able to use cash collateral.

Other hotels could also bring similar motions if Best Western's
request is granted, Innkeepers' lawyer said, according to the
report.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INSIGHT HEALTH: Has $15-Mil. Financing; Loan Matures in 6 Months
----------------------------------------------------------------
Insight Health Services Holdings Corp., et al., seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to obtain from Bank of America, N.A., postpetition financing
on a on a senior secured, priming, superpriority basis with
respect to certain collateral.

Edward O. Sassower, Esq., at Kirkland & Ellis LLP, explains that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.

Bank of America has committed to provide up to $15 million, to be
disbursed as: (i) prior to entry of the final DIP court order, the
Debtors may draw on the DIP Facility only to the extent necessary
to avoid immediate and irreparable harm to the Debtors as
specified in the budget; and (ii) $15 million (less the amount of
the interim DIP Loan actually borrowed).  A copy of the DIP
financing agreement is available for free at:

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

The DIP facility will mature on May 31, 2011.  The DIP facility
will incur, per annum, rate equal to the greater of (a) the Prime
Rate for the day; (b) the Federal Funds Rate for the day, plus
0.50%; and (c) the Adjusted LIBOR Rate for a 30-day period as
determined on such day, plus 1.0%, plus (y) 3.0%, if either Plan
Benchmark #3 or Sale Benchmark #3 is met or (z) 5.0%, applied
retroactively to the date of the DIP Credit Agreement, if neither
Plan Benchmark #3 nor Sale Benchmark #3 is met.  In the event of
default, the Debtor will pay an additional 2% default interest per
annum.

The DIP lien is subject to a carve-out, which will mean the sum of
(1) accrued but unpaid professional expenses incurred by
professional persons at any time before or on the first business
day following delivery by the DIP Lender of a carve-out trigger
notice, whether allowed by the Court prior to or after delivery of
a carve-out trigger notice; (2) accrued but unpaid professional
expenses incurred by professional persons at any time after the
first business day following delivery by DIP Lender of the carve-
out trigger notice, to the extent allowed at any time, but only to
the extent all the professional expenses do not exceed an
aggregate amount of $1 million; (3) U.S. Trustee fees; and (4) all
reasonable fees and expenses incurred by a Chapter 7 trustee in an
aggregate amount not exceeding $50,000.

The Debtors will be jointly and severally obligated to pay to DIP
Lender (i) a closing fee in the amount of $300,000, which fee will
be paid on the Closing Date; (ii) monthly in arrears on the first
day of each month, an unused line fee equal to 1.0%, in each case
divided by 360 days and multiplied by the number of days in the
immediately preceding month and then multiplied by the amount by
which the average revolver loan balance for the immediately
preceding month is less than the aggregate amount of the
commitment; but if the commitment is terminated on a day other
than the last day of a month, then any unused line fee payable for
the month in which termination will occur will be paid on the
effective date of the termination; (iii) for all Letters of
Credit, 4.00% on a per annum basis based on the average amount
available to be drawn under letters of credit outstanding and all
Letters of Credit that are paid or expire during the period of
measurement, payable monthly, in arrears, on the first Business
Day of the following month; (iv) a letter of credit fronting fee
of 0.125% per annum based upon the face amount of each letter of
credit issued during the period of measurement, payable monthly,
in arrears, on the first Business Day of the following month; and
(v) for its own account all customary charges associated with the
issuance, amending, negotiating, payment, processing and
administration of all letters of credit.

Obligations under the DIP Credit Agreement will be, and hereby
are, secured by security interests and liens in favor of the DIP
Lender with respect to all of the collateral, which consists only
of (i) all of the property of each Debtor that is prepetition
revolver collateral or is postpetition property of the same type
as the prepetition revolver collateral, (ii) all of each Debtor's
share of monies derived from the business of any joint venture,
and (iii) any equipment, machinery or other item of property that
is purchased by the Debtors with DIP Loans or revolver cash
collateral.

                       About Insight Health

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

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., filed for Chapter 11 protection on May 29,
2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701), with a
prepackaged bankruptcy plan.  Daniel J. DeFranceschi, Esq., Jason
M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, represented the Debtors.  The Prepackaged Plan was
confirmed on July 10, 2007, and became effective on August 1,
2007.

InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court on December 10, 2010, with a prepackaged Chapter
11 plan of reorganization (Bankr. S.D.N.Y. Lead Case No. 10-
16564).  Sixteen affiliates also filed for Chapter 11.

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


INSIGHT HEALTH: Wants to Waive Filing of Schedules & Statements
---------------------------------------------------------------
Insight Health Services Holdings Corp., et al., ask the U.S.
Bankruptcy Court for the Southern District of New York to
permanently waive the requirement to file the schedules and
statements upon confirmation of the Debtors' prepackaged joint
plan of reorganization, if the Plan is confirmed within the first
60 days of commencement of the Chapter 11 cases and otherwise
grant an extension of time to file the Schedules and Statements by
no later than 75 days from the date hereof.

The Debtors say that under the circumstances of the prepackaged
Chapter 11 cases, the Debtors believe that the purposes of their
filing the Schedules and Statements generally have been fulfilled
by other means and that the completion of the Schedules and
Statements cannot be justified given the costs to the Debtors'
estates -- both in terms of the financial cost and the expenditure
of their limited human resources.

The Debtors would be required to incur substantial costs and
spend significant amounts of time compiling the books, records,
documents and other data related to the Debtors' myriad operations
-- time the Debtors believe could be spent ensuring the
operational continuity of their businesses for the benefit of
their estates.  Employee focus and effort to stabilize the
Debtors' business at the outset of the Chapter 11 cases are
critical to achieving the expedited restructuring contemplated by
this prepackaged reorganization.  In addition, the Debtors believe
that much of the information that would otherwise be contained in
the Schedules and Statements is already available in the
Disclosure Statement and the Debtors' filings with the Securities
and Exchange Commission.  To require the Debtors to file the
Schedules and Statements would be unnecessarily duplicative and
burdensome to the Debtors' estates.

                       About Insight Health

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

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., filed for Chapter 11 protection on May 29,
2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701), with a
prepackaged bankruptcy plan.  Daniel J. DeFranceschi, Esq., Jason
M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, represented the Debtors.  The Prepackaged Plan was
confirmed on July 10, 2007, and became effective on August 1,
2007.

InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court on December 10, 2010, with a prepackaged Chapter
11 plan of reorganization (Bankr. S.D.N.Y. Lead Case No. 10-
16564).  Sixteen affiliates also filed for Chapter 11.

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


INSIGHT HEALTH: Wants Sale & Transfer of De Minimis Assets
----------------------------------------------------------
Insight Health Services Holdings Corp., et al., ask for
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to sell and transfer De Minimis Assets.

The Debtors own and operate a network of 62 fixed-site centers and
104 mobile facilities.  The Debtors own and lease numerous
moveable assets associated with these centers and facilities,
including over 220 diagnostic imaging machines such as systems for
MRI, positron emission tomography/computed tomography, traditional
computed tomography, mammography, bone densitometry, ultrasound
and x-ray.

Because new and improved systems are continually entering the
market and the Debtors are constantly evaluating their mix of
diagnostic equipment in response to changes in technology and to
market overcapacity, and because, in the ordinary course of
operating their businesses, certain imaging and office equipment
and other assets become unnecessary, from time to time, the
Debtors sell or transfer surplus, obsolete, non-core or burdensome
assets.

The Debtors sell De Minimis Assets on a regular basis and
routinely are in the process of negotiating multiple such sales at
any given time.  De Minimis Asset sales dispose of obsolete or no-
longer-needed equipment and other assets and serve to bolster the
Debtors' cash position by monetizing such De Minimis Assets.  To
reduce costs to the Debtors' estates, the Debtors intend to
identify De Minimis Assets that are no longer required for their
business operations and may be sold during the Debtors' Chapter 11
cases.

The Debtors request ask for the Court's permission to implement a
procedure to (a) effectuate sales or transfers of De Minimis
Assets in any individual transaction or series of related
transactions to a single buyer or group of related buyers with a
selling price equal to or less than $1,500,000 free and clear of
all liens, claims, interests and encumbrances with the liens
attaching to the proceeds with the same validity, extent and
priority as had attached to the assets immediately prior to the
sale or transfer, and (b) pay any necessary fees and expenses
incurred in the sale of De Minimis Assets, including, but not
limited to, commission fees to agents, brokers, auctioneers and
liquidators with the amount of proposed commission fees to be
paid.

The Debtors propose to sell or transfer each of the De Minimis
Assets for the highest and best offer received, under these
procedures:

  a. With regard to sales or transfers of the De Minimis Assets in
     any individual transaction or series of related transactions
     to a single buyer or group of related buyers with a selling
     price less than or equal to $500,000:

          i. the Debtors are authorized to consummate the
             transactions if the Debtors determine in the
             reasonable exercise of their business judgment that
             the sales are in the best interest of the estates,
             without further order of the Court or notice to any
             party; and

         ii. any transactions will be free and clear of all liens
             with the liens attaching only to the sale proceeds
             with the same validity, extent and priority as
             immediately prior to the transaction.

  b. With regard to the sales or transfers of the De Minimis
     Assets in any individual transaction or series of related
     transactions to a single buyer or group of related buyers
     with a selling price greater than $500,000 and less than or
     equal to $1,500,000:

          i. the Debtors are authorized to consummate the
             transactions if the Debtors determine in the
             reasonable exercise of their business judgment that
             such sales are in the best interest of the estates,
             without further order of the Court, subject to the
             procedures set forth herein;

         ii. any transactions will be free and clear of all liens
             with the liens attaching only to the sale proceeds
             with the same validity, extent and priority as
             immediately prior to the transaction;

        iii. the Debtors will, at least seven calendar days prior
             to closing the sale or effectuating the transfer,
             give written notice of the sale or transfer
             substantially to (a) the Office of the U.S. Trustee
             for the Southern District of New York; (b) counsel to
             any statutory committee of unsecured creditors
             appointed in the Chapter 11 cases (if any); (c) any
             known affected creditor(s), including counsel to any
             creditor asserting a Lien on the relevant De Minimis
             Assets; (d) those parties requesting notice pursuant
             to Bankruptcy Rule 2002; (e) counsel to the agent for
             the Debtors' prepetition senior lenders and proposed
             postpetition secured lenders; (f) the indenture
             trustee for the Debtors' senior secured notes; and
             (g) counsel to the ad hoc group of certain holders of
             the Debtors' senior secured notes.

         iv. the content of the notice sent to the notice parties
             for the sale of De Minimis Assets will consist of:
             (a) identification of the De Minimis Assets being
             sold or transferred; (b) identification of the
             purchaser of the assets; (c) the purchase price;
             (d) any other significant terms of the sale or
             transfer;

          v. if no written objections are filed by any of the
             notice parties within seven calendar days of
             service of the sale notice, the Debtors are
             authorized to immediately consummate the
             transaction; and

         vi. if a written objection is received from a notice
             party within the seven-day period that cannot be
             resolved, the relevant De Minimis Assets will only be
             sold upon withdrawal of the written objection or
             further order of the Court.

Additionally, the Debtors will provide a written report or reports
concerning any sales made pursuant to the relief requested herein
to the Court, the U.S. Trustee, counsel to the official committee
of unsecured creditors (if any) and those parties requesting
notice, which reports will be filed and served upon the earlier
of: (a) 30 days after (i) December 31, 2010, and (ii) each
calendar quarter thereafter; and (b) 30 days after the effective
date of the Debtors' Chapter 11 plan.

                       About Insight Health

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

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., filed for Chapter 11 protection on May 29,
2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701), with a
prepackaged bankruptcy plan.  Daniel J. DeFranceschi, Esq., Jason
M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, represented the Debtors.  The Prepackaged Plan was
confirmed on July 10, 2007, and became effective on August 1,
2007.

InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court on December 10, 2010, with a prepackaged Chapter
11 plan of reorganization (Bankr. S.D.N.Y. Lead Case No. 10-
16564).  Sixteen affiliates also filed for Chapter 11.

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


INSIGHT HEALTH: Receives Approval of First Day Motions
------------------------------------------------------
As previously disclosed, InSight Health Services Holding Corp. and
its subsidiaries have commenced a prepackaged reorganization under
chapter 11 of the United States Bankruptcy Code in New York to
deleverage the Company's balance sheet, reducing its debt
obligations by more than $290 million by eliminating its senior
secured floating rate notes due 2011 from its balance sheet.
Today, the Company disclosed that it received court approval of
its first day motions.  In particular, the bankruptcy court
granted interim approval for the Company's $15 million debtor-in-
possession financing provided by Bank of America, N.A. and use of
its cash resources.  The financing and the Company's cash from
operations will provide the Company with the financial flexibility
to meet its ongoing financial obligations, including employee
wages, healthcare benefits, vendor payments and all other
operating expenses.

The court also scheduled a hearing to approve the disclosure
statement for the Company's plan of reorganization and confirm the
Company's prepackaged chapter 11 plan for January 25, 2011,
ensuring that the Company's expeditious restructuring remains on
track.

Additionally, the Court issued a variety of orders on either a
final or interim basis to ensure that the Company continues to
operate uninterrupted throughout the reorganization process.  The
first day motions granted by the Court ensure that the filing will
not impact the Company's day-to-day operations.

"We appreciate and are pleased with the Court's prompt approval of
our first day motions," said President and CEO Kip Hallman.  The
approvals ensure that the Company will be able to maintain regular
operations and satisfy its employee obligations, while meeting its
obligations to its suppliers and serving its customers as it works
to realign its capital structure and maximize stakeholder value as
expeditiously as possible.

The Company's chapter 11 cases are pending in the United States
Bankruptcy Court for the Southern District of New York.

The new securities issued pursuant to any plan of reorganization
have not been registered under the Securities Act of 1933, as
amended, or any state securities laws. Therefore, the new
securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.

                       About Insight Health

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

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., filed for Chapter 11 protection on May 29,
2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701), with a
prepackaged bankruptcy plan.  Daniel J. DeFranceschi, Esq., Jason
M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, represented the Debtors.  The Prepackaged Plan was
confirmed on July 10, 2007, and became effective on August 1,
2007.

InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court on December 10, 2010, with a prepackaged Chapter
11 plan of reorganization (Bankr. S.D.N.Y. Lead Case No. 10-
16564).  Sixteen affiliates also filed for Chapter 11.

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


INTERNATIONAL GAUDIYA: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: International Gaudiya Vedanta Society
          dba IGVS
        305 Rose Ave
        Venice, CA 90291

Bankruptcy Case No.: 10-62985

Chapter 11 Petition Date: December 12, 2010

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

Judge: Barry Russell

Debtor's Counsel: Robert Reganyan, Esq.
                  REGANYAN LAW FIRM
                  100 N Brand Blvd., #18
                  Glendale, CA 91203
                  Tel: (818) 649-0879
                  Fax: (818) 583-1708
                  E-mail: reganyanlawfirm@gmail.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 Gaura Taneja, secretary.


J STROBER & SONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: J Strober & Sons, LLC
        P.O. Box 177
        Ringoes, NJ 08551

Bankruptcy Case No.: 10-48400

Chapter 11 Petition Date: December 13, 2010

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

Judge: Michael B. Kaplan

Debtor's Counsel: Daniel J. Yablonsky, Esq.
                  YABLONSKY & ASSOCIATES, LLC
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801
                  E-mail: ecfmail@yablaw.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/njb10-48400.pdf

The petition was signed by Susan Strober, member.


JACKSON HEWITT: Incurs $19.4-Mil. Net Loss in October 31 Qtr.
-------------------------------------------------------------
Jackson Hewitt Tax Service Inc. reported a net loss of
$19.4 million for the second fiscal quarter ended Oct. 31, 2010,
versus a net loss of $19.5 million in the second quarter of fiscal
2010.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

On an adjusted basis, Jackson Hewitt's net loss in the 2011 second
quarter was $19.0 million, or $0.66 per basic and diluted share,
versus an adjusted net loss of $18.9 million in the year ago
quarter.  A schedule entitled Condensed Adjusted Results of
Operations, which reconciles the reported and adjusted results,
accompanies this earnings release.

Jackson Hewitt has historically generated approximately 4% of its
total annual revenues in each of the first two fiscal quarters due
to the seasonal nature of the tax return preparation business.
Additionally, Jackson Hewitt typically incurs a net loss during
the first and second fiscal quarters.

Reported consolidated total revenues in the 2011 second quarter
were $3.5 million, versus $4.0 million in the 2010 second quarter.

"Our preparations for the 2011 tax season are in high gear,"
stated Harry W. Buckley, president and chief executive officer of
Jackson Hewitt.  "We successfully expanded our refund anticipation
loan product coverage versus last year to approximately 80% of
anticipated volume. We have achieved this level of national
coverage by allocating offices based on volume, while ensuring
that every franchisee will have coverage under our RAL program.
We continue to successfully work with Walmart to implement
operational improvements designed to drive more clients to our
kiosks under our exclusive national arrangement.  Lastly, we are
moving ahead with the rollout of our new franchise agreement,
which provides various incentives aimed at enhancing growth and
profitability for both our franchisees and Jackson Hewitt.  As a
result of the progress we have made, we are better positioned to
successfully compete in the 2011 tax season."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?70e1

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?70e0

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.


JACKSON HEWITT: Unit Reaches Program Deal With Santa Barbara
------------------------------------------------------------
On December 8, 2010, Jackson Hewitt Inc., a subsidiary of Jackson
Hewitt Tax Service Inc., entered into a Program Agreement with
Santa Barbara Tax Products Group LLC for TPG to be the Assisted
Refund provider at certain Jackson Hewitt Tax Service locations
for the 2011 tax season.

The terms of the Program Agreement provide: (i) the agreement is
for the 2011 tax season; (ii) TPG will be the Assisted Refund
provider for locations designated by JHI; (iii) JHI will receive
no compensation from TPG unless otherwise agreed by the parties;
and (iv) a transmitter fee is permitted to be charged to the
customer.

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of  $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.


JANICE CASTEEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Janice Marie Casteel
        831 Oak Street
        Chattanooga, TN 37403

Bankruptcy Case No.: 10-17155

Chapter 11 Petition Date: December 7, 2010

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

Judge: John C. Cook

Debtor's Counsel: W. Thomas Bible Jr., Esq.
                  LAW OFFICE OF W. THOMAS BIBLE, JR.
                  6918 Shallowford Rd., Suite 100
                  Chattanooga, TN 37421
                  Tel: (423) 424-3116
                  E-mail: melinda@tombiblelaw.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.


JERRY MCWILLIS: Court Confirms BofA Plan Over Debtors' Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah confirmed the
Amended Liquidating Plan of Reorganization proposed by Bank of
America, N.A., a creditor in the Chapter 11 case of Jerry A.
McWillis and Janet Kaye McWillis.

As reported in the Troubled Company Reporter on May 21, 2010, the
BofA Plan proposes that the Debtors pay their creditors from the
proceeds of the sale of substantially all of the Debtors' assets,
including any non-exempt real and personal property, which sale
will proceed pursuant to the terms of the Plan and from the
recovery, if any, of funds from any avoidance actions and other
lawsuits that the Reorganized Debtors may prosecute on behalf of
the estate.

The Court denied confirmation of the Chapter 11 Plan proposed by
the Debtors, stating that the Plan failed to satisfy Section
1129(a)(11) of the Bankruptcy Code, but made no determination as
to the other provisions of Section 1129(a) or (b).

The Debtors Plan contemplated the sale of the Debtors' real
property, which includes the Commerce Drive properties (Parcels A,
B, C, D, E, J, and K), the Maplewood and Garden Acres, Salt Lake
City apartment complexes (Parcels F and G), a residential building
lot (Parcel H) situated at St. George, Utah, the McWillises' Salt
Lake City residence (Parcel I), and a cabin (Parcel L) situated at
Christmas Meadows, Utah.


                      About Jerry A. McWillis

Jerry A. McWillis and Janet Kaye McWillis, of Salt Lake City, dba
J.A.M. Family Limited Partnership, filed for Chapter 11 relief on
October 9, 2008 (Bankr. D. Utah Case No. 08-26934).  Salt Lake
City-based J.A.M. Family Limited Parnership filed for Chapter 11
relief on October 27, 2008 (Bankr. D. Utah Case No. 08-27426).

On February 4, 2009, the Court approved the consolidation of the
cases under Case No. 08-26934 (Jerry McWillis and Janet Kaye
McWillis).

Anna W. Drake, Esq., at Anna W. Drake, P.C., represents the
Debtors as counsel.

When Jerry McWillis and Janet Kaye McWillis filed for protection
from their creditors, they estimated total assets and total debts
between $10 million and $50 million each.  When J.A.M. Family
Limited Partnership filed for protection from its creditors, it
estimated total assets and total debts between $1 million to
$10 million.


JETBLUE AIRWAYS: Reports Performance & Outlook for 4th Qtr. 2010
----------------------------------------------------------------
Ed Barnes, Executive Vice President and Chief Financial Officer of
JetBlue Airways Corporation, presented at the Hudson Securities
Airline Conference on December 8, 2010.  Mr. Barnes updated
investors on the Company's recent performance, outlook, and
revenue guidance for the fourth quarter 2010.  A full-text copy of
the Presentation is available for free at
http://ResearchArchives.com/t/s?70d3

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                            *    *    *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

Standard & Poor's Ratings Services said that it has affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.


KENAN ADVANTAGE: Moody's Affirms 'Ba3' Rating on Senior Loan
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Kenan
Advantage Group, Inc., which includes the Ba3 rating on its
amended Senior Secured Credit Facility, the corporate family
rating of Ba3 and the probability of default rating of B1.
The ratings outlook is stable.

Kenan's credit facility has been amended primarily to increase
its size to cover recent and expected future acquisitions.
The term loan due 2016 has been increased to $375 million from
$250 million, the revolving credit facility due 2015 has been
increased to $100 million from $75 million, while the delayed
draw term loan due 2016 remains at $125 million.  Proceeds
from the incremental term loan facility will be used to repay
borrowings outstanding under the revolving credit facility as
well as the existing delayed draw term loan, to finance a recent
acquisition, and to increase the company's cash balance.

The B1 probability of default rating considers Kenan Advantage's
leading position as a provider of liquid bulk transportation
services and logistics to the fuels, chemical and food markets
with nationwide service, and the relative stability of earnings
and cash flow that the company has experienced throughout the
economic cycle.  The rating also takes into account a sizeable,
but manageable amount of debt that the company carries resulting
from the June 2010 acquisition by the equity sponsors, which has
been increased by $125 million with the current amendment to the
term loan facility.  With $375 million of funded debt on close,
Moody's estimates pro forma FY 2010 leverage of under 4 times and
an EBIT/Interest coverage metric of approximately 1.8 times, both
of which are appropriate for the rating.  It is expected that
these metrics will improve modestly through 2011 in line with slow
demand growth that is anticipated for the company's fuel and
chemical distribution businesses.

Kenan has grown in size and geographic breadth over the past few
years primarily through the purchase of other operators.  The
latest series of acquisitions, which have been primarily debt-
funded, demonstrates the company's willingness to undertake
leveraged acquisitions on a frequent basis.  Although Kenan has
demonstrated the capability to integrate smaller regional
operations that it had acquired in the past, this growth model
will continue to add an element of risk to the company's credit
profile going forward.  Moreover, Moody's views the $125 million
of delayed-draw term loan available to Kenan as an indication that
the company intends to pursue potentially sizeable acquisitions
going forward, and will likely continue to make use of additional
debt to partially fund such acquisitions.  Leveraged acquisitions
may impede the improvement of credit metrics over time, although
Moody's does not expect that such activity will result in any
material deterioration in metrics to levels that would be typical
of lower-rated companies.

The senior secured credit facility is rated Ba3, the same as the
corporate family rating, both of which are rated one notch above
Kenan's B1 Probability of Default Rating.  This difference is due
to the assignment of a 65% family recovery rate to the secured
bank facilities as the only debt in Kenan's debt structure.

The stable outlook reflects Moody's expectations that Kenan
Advantage will maintain credit metrics that are in line with the
B1 probability of default rating as the company integrates recent
acquisitions and freight demand steadily grows through 2011.  The
stable outlook also assumes that, to the extent the company does
make use of the delayed draw term loan for acquisitions, such
purchases represent companies or assets that can quickly be
integrated into the company's operations and contribute cash flow
and operating income at approximately the same rate as the current
businesses, without material deterioration in Kenan's credit
metrics.

Ratings or their outlook could be revised downward if market
conditions were to unexpectedly deteriorate in 2011, or if the
company were to undertake a large leveraged acquisition involving
an undue level of additional debt.  Ratings could be lowered if
Debt to EBITDA were to exceed 4 times, if EBIT to Interest were
remain below 2 times, or if availability under the revolving
credit facility were to diminish due to high usage or covenant
restrictions.  Ratings could be adjusted upward if, after taking
into account acquisitions, the company could demonstrate improving
margins and reduction of debt through use of free cash flow.  EBIT
to Interest would need to exceed 3 times with Debt to EBITDA
sustained below 3.5 times to warrant an upgrade to a PDR of Ba3.

Kenan'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) Moody's projections of the
company's performance 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 Kenan's core industry and Kenan's ratings are believed
to be comparable to those of other issuers of similar credit risk.

The last rating action was on June 28, 2010, when Moody's assigned
a Ba3 rating to the company's Senior Secured Credit Facility.

Kenan Advantage Group, Inc., headquartered in North Canton, OH, is
provider of liquid bulk transportation services and logistics to
the fuels, chemical and food markets.


KEVIN KLEIN: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kevin E. Klein
        45647 Hecker
        Utica, MI 48317

Bankruptcy Case No.: 10-76807

Chapter 11 Petition Date: December 8, 2010

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Kimberly Ross Clayson, Esq.
                  SCHNEIDER MILLER, PC
                  645 Griswold, Suite 3900
                  Detroit, MI 48226
                  Tel: (313) 237-0850
                  E-mail: kclayson@schneidermiller.com

Scheduled Assets: $330,656

Scheduled Debts: $374,907

A list of the Debtor's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-76807.pdf


LAKE AT LAS VEGAS: Bass Bros. Seek Guaranty v. Credit Suisse
------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Texas billionaire brothers Sid and Lee Bass have
countersued Credit Suisse Group and other lenders they accuse of
attempting to improperly claw back hundreds of millions of dollars
the Basses collected on their investment in the failed Lake Las
Vegas resort development.  The Bass brothers said Credit Suisse
"pursued" them with a new loan product that promised a fast payoff
for backers of upscale developments, as well as a guarantee the
Basses would not be personally liable if something went wrong.

Larry Lattig, an executive at Mesirow Financial Consulting,
oversees a trust created under Lake Las Vegas' bankruptcy-exit
plan to pursue lawsuits for creditors' benefit.  Mr. Lattig has
sued the Basses and other investors, seeking the return of
hundreds of millions of dollars they received from a $560 million
loan Credit Suisse arranged for the project in 2004.

According to DBR, the Basses have moved to have the creditors'
case thrown out.  DBR relates that the Basses last week said most
of the money Mr. Lattig will collect if he wins will go to Credit
Suisse and other lenders, in violation of the original loan
agreement.  The Basses allege that Credit Suisse reaped a
"substantial fee" for syndicating the loans to other sophisticated
lenders, and that the lenders, and Credit Suisse, knew the deal
could blow up and that, if it did, they were not allowed to come
after the Basses personally.

DBR says a spokesman for Credit Suisse declined to comment Monday
on the suit.

                    About Lake Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- owned and developed the 3,592-acre
residential and resort destination Lake Las Vegas Resort in Las
Vegas, Nevada.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  Lake at
Las Vegas Joint Venture, LLC, estimated of $100 million to $500
million, and debts of $500 million to $1.0 billion in its Chapter
11 petition.  Courtney E. Pozmantier, Esq., Martin R. Barash,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, Jason D. Smith,
Esq., at Santoro, Driggs, Walch, Kearney, Holley & Thompson,
Jeanette E. McPherson, Esq., Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, represented the Debtors as
counsel.  Kaaran E. Thomas, Esq., Ryan J. Works, Esq., at McDonald
Carano Wilson LLP, represented the Official Committee of Unsecured
Creditors as counsel.

Lake Las Vegas emerged from Chapter 11 bankruptcy protection in
July 2010.


LDK SOLAR: Inks Supply Contract With Shanxi Lu'An
-------------------------------------------------
LDK Solar Co., Ltd., has entered into a multi-year wafer and
polysilicon supply contract with Shanxi Lu'an Photovoltaic
Technology Co., Ltd., a subsidiary of Lu'an Group, a leading
Chinese energy enterprise.  Under the contract, LDK Solar will
provide 120 megawatts of solar wafers commencing in January 2011
through December 2012, and 2,000 metric tons of polysilicon
commencing in January 2011 through February 2013.

                         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."


LEHMAN BROTHERS: May Face Rival Plan from Paulson, Et Al.
---------------------------------------------------------
Lehman Brothers Holdings Inc. may face a rival proposal from a
group of creditors including Paulson & Co. for distributing an
estimated $57.5 billion more equally than provided for in its own
plan, Bloomberg News reported.

The competing proposal may be filed as early as this week,
according to the report.  The group prepared the proposal last
week but the filing was delayed, the report said, citing people
familiar with the matter.

Under Lehman's plan filed in March of this year, payouts would
range from about 15 cents on the dollar to 44 cents.  Senior
bondholders would get 17.4 cents, some commercial paper holders
would receive 44.2 cents while Lehman Brothers Special Financing
would pay 24.1 cents.

Paulson and the California Public Employees' Retirement System
previously faulted Lehman's plan, saying it pits creditors of the
various estates against each other.  They also said that some
creditors would get paid twice and that there is possibility that
"parties in interest will have no choice but to litigate,
Bloomberg reported.

In an e-mail sent to Bloomberg, Lehman Chief Executive Bryan
Marsal said: "We try to be thoughtful and listen to the position
or concerns of each creditor constituency."

"In order to reduce the amount of in-court fighting among
creditors and maximize our prospects for final plan approval, we
have chosen to give the various parties a chance to plead their
position and bear the criticism of a delay," Mr. Marsal said in
the e-mail.

The chief executive, who previously said his company aimed to
file a revised restructuring plan by the fourth quarter and
obtain court approval by March 2011, said he is still following
that timetable, Bloomberg reported.

Mr. Marsal declined to comment when asked if a new plan might
equalize creditors.

The stakes are rising for as the chief executive trims claims
against Lehman and fights lawsuits against Barclays Plc and
JPMorgan Chase & Co.

Lehman sued JPMorgan to recover billions of dollars that it
seized as collateral, of which $5 billion in cash was allegedly
extracted from the company on its final business day.  The
company is also trying to claw back billions of dollars in excess
assets that were allegedly improperly transferred to Barclays
when it sold its North American broker-dealer business to the
U.K. bank.

Mr. Marsal previously said that he aimed to beat his earlier
estimate and raise $57.5 billion for creditors in the next five
years even without lawsuit proceeds.  He would cut claims against
those funds from $1 trillion to about $365 billion, giving
creditors an average of 15.8 cents on the dollar, Bloomberg
reported.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Wants Machne Ordered to Respond to Subpoena
-----------------------------------------------------------------
Lehman Brothers Special Financing Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York to compel
Congregation Machne Chaim to respond to a subpoena it served a
few months ago.

LBSF served the subpoena to determine if CMC has enough assets to
make the necessary payments under their swap transaction.  CMC
allegedly did not comply with the subpoena.

Since June 2008, CMC has reportedly failed to make any payments
to LBSF under the transaction.  CMC owes as much as $682,284 to
LBSF as of November 30, 2010.

The swap transaction is worth about $1.91 million to LBSF
excluding unpaid amounts and accrued interest that CMC owes,
according to LBSF's lawyer, Richard Slack, Esq., at Weil Gotshal
& Manges LLP, in New York.

LBSF and its affiliated debtors have been serving subpoenas as
part of an ongoing investigation of former employees, lenders,
investors, creditors and those involved in various Lehman
transactions.  The Debtors need the documents and information
obtained from the investigation to evaluate their financial
status and negotiate for their Chapter 11 plans.

Michael Firestone, Esq., an associate at Weil Gotshal, filed a
declaration with the Court in support of LBSF's request.

The Court will consider approval of the request at the hearing
scheduled for December 15, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBHI-Aurora Settlement Completed
-------------------------------------------------
Lehman Brothers Holdings Inc. said in a regulatory filing with
the U.S. Securities and Exchange Commission that its settlement
agreement with Aurora Bank FSB was consummated on November 30,
2010.

The deal generally provided for the transfer by LBHI and some of
its affiliated debtors certain cash and non-cash consideration to
Aurora Bank and its subsidiary, Aurora Loan Services LLC, in
settlement of their claims arising before March 31, 2010.  The
claim amount asserted exceeded $2.6 billion, exclusive of
guarantee claims.

The settlement was hammered out to improve Aurora Bank's capital
as determined for bank regulatory purposes.  In connection with
the settlement, certain regulatory restrictions imposed on Aurora
Bank and Aurora Loan following LBHI's bankruptcy filing were
lifted, allowing them to engage in new business in accordance
with an approved business plan.

Under the final terms of the settlement, LBHI and its affiliated
debtors transferred about $535 million in cash and about $336
million in non-cash consideration to Aurora Bank and Aurora Loan.
In exchange, Aurora Bank and Aurora Loan released their security
interest in some commercial loans owned by certain Debtors.  A
full-text copy of the final settlement agreement is available for
free at http://ResearchArchives.com/t/s?70ec

LBHI anticipates selling Aurora Bank and Aurora Loan in 2012. The
resolution of the claims and LBHI's related recovery of the
collateral will also facilitate the winding up process for LBHI
and its subsidiaries, according to the regulatory filing dated
December 3, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBHI-Woodlands Complete Settlement
---------------------------------------------------
Lehman Brothers Holdings Inc. said in a regulatory filing with
the U.S. Securities and Exchange Commission that its settlement
deal with Woodlands Commercial Bank was consummated on
November 30, 2010.

The deal called for the transfer by LBHI and some of its
affiliated debtors certain cash and non-cash consideration to
Woodlands Bank to settle the latter's claims arising before
March 31, 2010.  The claim amounts asserted were approximately
$546 million exclusive of guarantee claims.

LBHI and its affiliated debtors party to the settlement provided
reciprocal releases, according to the filing dated December 3,
2010.

The settlement was reached to improve Woodlands Bank's capital as
determined for bank regulatory purposes.  In connection with the
settlement, certain regulatory restrictions imposed on Woodlands
Bank were lifted.

Pursuant to the final settlement agreement, LBHI and its
affiliated debtors transferred $75 million in cash and about $200
million in non-cash consideration.  The non-cash consideration is
in the form of the cancellation of a $200 million participation
interest in a customer claim of about $523 million Woodlands Bank
has against Lehman Brothers Inc.  The participation was
previously granted to LBHI when it made a capital transfer to
Woodlands Bank in February 2009.

In return for the transfer, Woodlands Bank released its security
interest in certain commercial loans owned by one of the debtors,
according to the settlement agreement.  A full-text copy of the
final settlement agreement is available without charge
at http://ResearchArchives.com/t/s?70ed

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposed ADR Process for Derivatives Hits Snag
---------------------------------------------------------------
Lehman Brothers Holdings Inc.'s motion to implement a process for
mediating disputes over derivatives transactions hit a snag from
several groups including trustees for so-called special purpose
vehicles.

A group of trustees led by The Bank of New York Mellon Trust
Company N.A. has expressed opposition to the proposed process,
saying it would force them to participate in mediation where they
have no authority and without regard for the participation of
debt holders.

"A process without the actual economic stakeholders, based on
participation by SPV trustees without authority, would be a
sham," said the trustees' lawyer, Eric Schaffer, Esq., at Reed
Smith LLP, in New York.

Mr. Schaffer pointed out that trustees for SPVs typically are not
counterparties to the derivative transactions.

"Beyond holding collateral, the SPV trustees exercise only the
limited authority accorded them by the governing documents," Mr.
Schaffer said in court papers.

BNY Mellon Trust, The Bank of New York Mellon, and BNY Corporate
Trustee Services Limited are trustees for holders of notes,
certificates and bonds that have entered into derivative
contracts with LBHI or any of its affiliated debtors.

The proposed procedures also drew flak from Credit Agricole
Corporate and Investment Bank, Deutsche Bank Trust Company
Americas, Deutsche Bank National Trust Company, Ballyrock ABS CDO
2007-1 Limited, U.S. Bank N.A., Wellington Management Company
LLP, HSBC Bank USA N.A., Bank of America N.A., Principal Global
Investors (Europe), Principal Global Investors LLC, and Aviva
S.p.A. and its affiliates.

The objecting parties argue that the proposed process deny them
of their rights to due process; require them to take unauthorized
actions or face possible sanctions; and require them to incur
significant expenses, among other reasons.

The Court will consider the objections at the hearing scheduled
for December 15, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Closes Archstone Credit Restructuring
------------------------------------------------------
Lehman Brothers Holdings Inc. announced that the closing of the
restructuring of investments made in Archstone-Smith Trust was
completed on December 2, 2010.

The terms governing the restructuring provide for the conversion
of certain loans made to Archstone into new equity interests,
among other things.

Through their affiliates, LBHI and the other Debtors hold
approximately 47% of common equity interests in Archstone while
Barclays Capital Real Estate Inc. and Bank of America N.A.'s
affiliates collectively hold about 52% of the interests.  Lehman
Commercial Paper Inc. holds an interest of about $2.7 billion in
the secured financing provided to Archstone.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEON SUGARS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Leon Sugars, Inc.
        110 Person St.
        Fayetteville, NC 28301

Bankruptcy Case No.: 10-10181

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Ocie F. Murray, Jr., Esq.
                  MURRAY CRAVEN & INMAN LLP
                  P.O. Drawer 53007
                  Fayetteville, NC 28305-3007
                  Tel: (910) 483-4990
                  Fax: (910) 483-6822
                  E-mail: rebekah@mcilaw.com

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/nceb10-10181.pdf

The petition was signed by Neal Matthews, president.


LEVI STRAUSS: Declares One-Time Cash Dividend of $20 Million
------------------------------------------------------------
On December 9, 2010, Levi Strauss & Co.'s Board of Directors
declared a one-time cash dividend of $0.5365 per share, for a
total of approximately $20 million.  The dividend is payable to
stockholders of record at the close of business on December 20,
2010.

The declaration of cash dividends in the future is subject to
determination by the Company's Board of Directors based on a
number of factors, including the Company's financial condition and
compliance with the terms of its debt agreements.  For these
reasons, as well as others, there can be no assurance that the
Company's Board of Directors will declare additional cash
dividends in the future.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Aug. 29, 2010, showed $3.02 billion
in total assets, $3.28 billion in total liabilities, and a
stockholder's deficit of $269.54 million.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.


LEVON EMERT: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Levon F. Emert
               Kathy P. Emert
                dba Emert Auto & Emert Investments
               11067 S. First St.
               Milan, TN 38358

Bankruptcy Case No.: 10-14092

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  E-mail: marissav@bellsouth.net

Scheduled Assets: $2,436,554

Scheduled Debts: $1,863,666

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-14092.pdf


LODGENET ENT: E. Shapiro Owns 5.1 Million Shares of Common Stock
----------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
November 22, 2010, Edward Shapiro disclosed that he beneficially
owns 5,098,677 shares of common stock of Lodgenet Entertainment
Corp. non-derivative securities.  At November 2, 2010, there were
25,088,164 shares outstanding of the Company's common stock, $0.01
par value.

Mr. Shapiro, a director at the Company, also disclosed beneficial
ownership of 5,000 shares of non-qualified stock options and 9,500
shares of restricted stock units.

The 5,098,677 shares of common stock are held directly by PAR
Investment Partners L.P.  PAR Capital Management, Inc., as the
general partner of PAR Group, L.P., which is the general partner
of PIP, has investment discretion and voting control over shares
held by PIP.  No shareholder, director, officer or employee of PCM
has beneficial ownership of any shares held by PIP.

The shares held by PIP are part of a portfolio managed by Mr.
Shapiro.  As an employee of PCM, Mr. Shapiro has the authority to
trade the securities held by PIP.  The position includes
convertible preferred stock, which is convertible into shares of
Common Stock at the option of the holder.

The options become exercisable in three equal installments; one
third vest immediately; one third on November 19, 2011 and one
third on November 19, 2012.

                    About LodgeNet Entertainment

Based in Sioux Falls, South Dakota, LodgeNet Entertainment
Corporation (NASDAQ:LNET) -- http://www.lodgenet.com/-- is the
provider of media and connectivity services designed to meet the
needs of hospitality, healthcare and other visitor and guest-based
businesses.  LodgeNet serves more than 1.9 million hotel rooms
representing 9,300 hotel properties worldwide in addition to
healthcare facilities throughout the United States.  LodgeNet's
services include on demand movies, games, television programming,
music and information, along with subscription sports programming
and high-speed Internet access.  LodgeNet Entertainment
Corporation owns and operates businesses under these brands:
LodgeNet, LodgeNetRX, On Command and StayOnline.

                         *     *     *

Moody's Investor Services placed LodgeNet Entertainment
Corporation's bank loan debt rating at 'B1' in April 2007.  The
rating still holds to date with a stable outlook.


LOYAL FEATHERSTONE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Loyal E. Featherstone
        9592 Ingle Side Farms North
        Germantown, TN 38139

Bankruptcy Case No.: 10-33572

Chapter 11 Petition Date: December 13, 2010

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: Ted I. Jones, Esq.
                  JONES & GARRETT LAW FIRM
                  An Association of Attorneys
                  1835 Union Avenue, Suite 315
                  Memphis, TN 38104
                  Tel: (901) 526-4249
                  E-mail: dtedijones@aol.com

Estimated Assets: $0 to $50,000

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

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


LUIS VILLARREAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Luis Enrique Villarreal
               Estela Villarreal
               28522 Windwood Dr. E.
               Boerne, TX 78006

Bankruptcy Case No.: 10-54803

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

Scheduled Assets: $3,160,974

Scheduled Debts: $2,146,078

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-54803.pdf


MAMMOTH SAN JUAN: Court Dismisses Chapter 11 Case
-------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
has dismissed the Chapter 11 case of Mammoth San Juan Capistrano I
LLC, for good cause and in the best interest of creditors and the
estate.

As to the adversary proceeding No. 8:09-01433, the Bankruptcy
Court ordered that: (a) all discovery deadlines and trial dates
imposed by the Bankruptcy Court are vacated; and (b) the matter is
remanded to the State Court for further consideration on the
merits.

                 About Mammoth San Juan Capistrano

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C.D. Calif. Case No.
09-16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group,
represents the Debtor in its restructuring efforts.  The Debtor
estimated between $10 million and $50 million each in assets and
debts in its petition.


MAS CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MAS Contractors, LLC
        30213 Post Oak Run
        Magolia, TX 77355

Bankruptcy Case No.: 10-41330

Chapter 11 Petition Date: December 10, 2010

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

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  TOW AND KOENIG PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441
                  E-mail: jkoenig@towkoenig.com

Scheduled Assets: $1,344,289

Scheduled Debts: $1,824,808

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-41330.pdf

The petition was signed by Thomas M. Greenfield, manager.


MINOR FAMILY: Dist. Ct. Affirms Remand of Specialty Finance Suit
----------------------------------------------------------------
District Court Judge Norman K. Moon affirmed a bankruptcy court
order remanding Specialty Finance Group, LLC v. Minor Family
Hotels, LLC, Adv. Pro. No. 10-06112 (Bankr. W.D. Va.), to the
State Court of Fulton County, Georgia.  Defendants Minor Family
Hotels, LLC, and Halsey Minor appealed the Remand Order.

"The Bankruptcy Court did not abuse its discretion in determining
that, on balance, the factors counseled for remanding the Georgia
Action," Judge Moon said.

The dispute arises out of a construction loan agreement for a
$23.6 million loan entered into by lender Specialty Finance Group,
and by the Debtor for the purpose of funding the construction and
development of a hotel on the downtown mall in Charlottesville,
Virginia.  The Lender alleges that because events of default
occurred, it rightfully accelerated all amounts due under the loan
and guaranty and sought those amounts from the Debtor and Halsey
Minor as owners.  The Owners allege that the Lender wrongfully
failed to fund the loan and illegally colluded with developer
Hotel Charlottesville, LLC, Lee Danielson, and general contractor
Clancy & Theys Construction Company.

A copy of the District Court's December 10 Memorandum Opinion is
available at http://is.gd/iJtIVfrom Leagle.com.

                        About Minor Family

Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

As reported by the Troubled Company Reporter on September 3, 2010,
Dow Jones' DBR Small Cap said Minor Family Hotels filed for
Chapter 11 protection to resolve "burdensome" lawsuits that have
delayed the hotel's construction.  Eight lawsuits have been filed
in connection with the project.


MINOR FAMILY: Dist. Ct. Denies Bid to Consolidate 3 Lawsuits
------------------------------------------------------------
District Court Judge Norman K. Moon denied the request of Minor
Family Hotels, LLC, and Halsey Minor to withdraw the reference
with respect to three adversary proceedings, entitled:

     -- Virginia Lead Action

        Minor Family Hotels, LLC v. Hotel Charlottesville, LLC,
        Adv. Pro. No. 10-06108 (Bankr. W.D. Va.) (action for
        breach of contract and fraud initially filed in the
        Circuit Court for the City of Charlottesville in the
        Commonwealth of Virginia);

     -- Georgia Action

        Specialty Finance Group, LLC v. Minor Family Hotels, LLC,
        Adv. Pro. No. 10-06112 (Bankr. W.D. Va) (action for breach
        of contract and fraud initially filed in the State Court
        of Fulton County, Georgia); and

     -- Virginia Lien Action

        Clancy & Theys Construction Co. v. Minor Family Hotels,
        LLC,  Adv. Pro. No. 10-06109 (Bankr. W.D. Va.) (action for
        foreclosure of mechanic's liens initially filed in the
        Circuit Court for the City of Charlottesville in the
        Commonwealth of Virginia).

The Debtor and Halsey Minor sought withdrawal of the reference of
the three adversary proceedings and consolidation of those
proceedings for one trial in the District Court.

According to Judge Moon, the three adversary proceedings are not
suited for consolidation because of differences in questions of
law and fact.  Although some of the factors would support
withdrawing the reference of the Virginia Lien Action, the purpose
of the Debtor and Halsey Minor's motion is to have one speedy
trial of the consolidated actions in the District Court, for which
they have not met the burden of setting forth sufficient "cause"
for discretionary withdrawal.

A copy of the District Court's December 10 Order is available at
http://is.gd/iJvWifrom Leagle.com.

                        About Minor Family

Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

As reported by the Troubled Company Reporter on September 3, 2010,
Dow Jones' DBR Small Cap said Minor Family Hotels filed for
Chapter 11 protection to resolve "burdensome" lawsuits that have
delayed the hotel's construction.  Eight lawsuits have been filed
in connection with the project.


MLM INFORMATION: S&P Assigns 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to tax ERP software solutions provider MLM
Information Services Holdings Inc.  The outlook is stable.

At the same time, S&P assigned 'B+' issue ratings and '2' recovery
ratings to the $150 million senior secured term loan B due 2016
and the $15 million revolving credit facility due 2015.  Both
facilities are issued by MLM's wholly owned subsidiary MLM
Holdings Inc. (Delaware).

The rating on MLM reflects S&P's view of the company's narrow
business profile, moderately high leverage, and expectations of an
aggressive financial policy, partly offset by relatively resilient
free cash flow generation due its relatively recurring revenue
base and solid margins.  Pro forma for the debt-financed dividend
distribution as of Sept. 30, 2010, MLM's gross financial debt was
$150 million.

MLM is a service provider of corporate tax ERP software solutions
through its wholly owned subsidiaries CORPTAX Inc. and Tax
Compliance Inc. CORPTAX develops and markets domestic corporate
tax compliance, tax accounting, and tax planning software aimed
primarily at large and midsize companies.  TCI is a provider of
corporate property tax compliance software.


MMFX TECHNOLOGIES: Files for Chapter 11 Due to Creditor Dispute
---------------------------------------------------------------
MMFX Technologies Corp., along with two subsidiaries, filed for
Chapter 11 protection on December 14 in Santa Ana, California
(Bankr. C.D. Calif. Case No. 10-27572), to gain time to resolve a
dispute with creditors while seeking to license a steelmaking
process.

The Company said that aside from resolving the creditor dispute,
while in Chapter 11, it plans to raise money through a licensing
deal for its patented process for making corrosion-resistant steel
used in construction.

"The Board of Directors of MMFX Technologies has determined that
Chapter 11 reorganization is in the best interest of MMFX
Technologies Corporation and its subsidiaries, as well as all of
its stakeholders," a Company statement said.

MMFX Technologies estimated $100 million to $500 million in assets
and debts of $50 million to $100 million in its Chapter 11
petition.  Affiliate MMFX Steel Corporation of America (Bankr.
C.D. Calif. Case No. 10-27571) estimated assets of $1 million to
$10 million and debts of $50 million to $100 million.  According
to a company statement, another affiliate, Fasteel Corporation,
also filed a Chapter 11 petition.

In 2006, MMFX acquired a steel mill in Welland, Ontario, to
manufacture the nanotechnology-based steel.  MMFX had an outlay of
$30 million to operate the mill and obtained a $55 million term
loan from Fourth Third LLC to fund part of the capital expenses.
The term loan was guaranteed by the Canadian units of MMFX on an
unsecured basis.

However, according to Company President Michael W. Pompay, the
financial crisis in the fall of 2008, significantly reduced demand
for new construction for high-rise buildings, resulting to a
demand for steel.  Given the lack of orders, the Welland mill was
temporarily idled in June 2009 to reduce indirect and overhead
costs.  The paucity of orders for steel left the Canadian units
without cash flow necessary to service both the $60 million in
secured loans and operations.

In January 2010, two MMFX affiliates filed for bankruptcy in the
U.S. and Canada.  MMFX Canadian Holdings, Inc. (Bankr. C.D. Calif.
Case No. 10-10083) and MMFX International Holdings, Inc. (Case No.
10-10085) filed for Chapter 11 protection on January 5, 2010.

Fourth Third provided C$3.8 million of DIP financing to provide
funds for the MMFX affiliates pending a sale of the assets.
Fourth Third emerged the successful bidder for the Welland mill at
a July auction with a credit bid of C$32.8 million.

However, following the closing of the Canadian asset sale, Fourth
Third asserted a deficiency claim against MMFX in an amount in
excess of $49 million.  MMFX disputes the claim.  MMFX filed an
objection to the claim in the MMFX International cases, which
includes an objection on the basis that a certain "Make-Whole
Premium" of over $13 million triggered upon the filing of the MMFX
International case violates the Bankruptcy Code and related case
law.

In October 2010, Fourth Third obtained a right to attach order in
a proceeding encaptioned Fourth Third, LLC v. MMFX Technologies
Corp., pending in the Superior Court of California in and for the
County of San Diego, Case No. 37-2010-00102068-CU-CO-CTL.  Fourth
Third asserts that it has a lien over assets of MMFX.

To give parties time to negotiate, Fourth Third and another
creditor, Investment Funding Inc., of Parker Colorado, signed a
lien release agreement and agreed to forbear through and including
Dec. 31, 2010, from exercising any rights and remedies they may
have against MMFX.

"MMFX has no choice but to file for protection under the
bankruptcy code in order to ensure that it is able to take
advantage of the highest and best offer," Mr. Pompay said in court
papers.

"Although MMFX saw record sales of its proprietary concrete-
reinforcing steel products in November and is making significant
strides in market acceptance, [the Chapter 11 filing] is
attributed to the unresolved primary debt obligations originating
from a Canadian steel mill acquisition," a December 14 press
release by the Company said.

"In view of this situation, we have determined that Chapter 11
reorganization is the most efficient and effective way to
restructure MMFX Technologies Corporation and its subsidiaries,
and to position the companies for long-term financial stability,"
said Charles Gathers, Chairman and Chief Executive Officer.  "We
do not anticipate any delays or interruptions in serving our
customers' needs, and we intend to continue sales, production and
distribution of our steel products in the ordinary course of
business.  We appreciate the ongoing loyalty and contributions of
our employees and the continued support of our suppliers and
customers," said Mr. Gathers.

MMFX Technologies and its subsidiaries are committed to completing
the restructuring process expeditiously and emerging as stronger
companies.  To facilitate its reorganization, MMFX says it has
obtained a commitment for debtor-in-possession (DIP) financing.

Fourth Third, of New York, was listed as the biggest creditor with
a disputed, unsecured claim of $37.2 million.  Investment Funding
was listed as the second biggest creditor, with a disputed claim
of $5.4 million.

                     About MMFX Technologies

MMFX Technologies was formed in 1998 for the purpose of acquiring
and holding valuable patents in the field of nanotechnology.  The
technology allows MMFX to produce steel that is stronger, more
flexible, corrosion resistant and economical than standard steel.
MMFX Steel Corporation of America was created in 2001 to handle
the fabrication and sale of concrete reinforcing steel.


MMFX TECHNOLOGIES: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: MMFX Technologies Corporation
        2415 Campus Drive
        Suite 100
        Irvine, CA 92612

Bankruptcy Case No.: 10-27572

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     MMFX Steel Corporation of America     10-27571
       Assets: $1 million to $10 million
       Debts: $50 million to $100 million
     Fasteel Corporation                   10-______

Type of Business:  MMFX Technologies Corporation, a materials
                   science company, invents and commercializes
                   micro and nanotechnologies that enable the
                   manipulation of the microstructures of
                   materials to obtain optimum micro structural
                   properties.  The company, through its
                   subsidiaries, also engages in the production
                   and sale of concrete reinforcing steel
                   products; application of its technology for
                   automotive and marine uses; and contract
                   manufacture of steel products for commercial
                   construction projects in the United States,
                   the Middle East, and Canada.

Chapter 11 Petition Date: December 14, 2010

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

Debtor's Counsel: Ori Katz, Esq.
                  SHEPPARD MULLIN RICHTER & HAMPTON LLP
                  4 Embarcadero Ctr 17th Fl
                  San Francisco, CA 94111
                  Tel: (415) 774-3238
                  Fax: 415-434-3947
                  Email: okatz@sheppardmullin.com

Assets & Debts (in millions):

                       Assets          Debts
                       ------          -----
MMFX Technologies   $100 to $500  $50 to $100
MMFX Steel            $1 to  $10  $50 to $100

The petition was signed by Michael W. Pompay, president.

Debtor's List of 19 Largest Unsecured Creditors:

Entity/Person                  Nature of Claim     Claim Amount
-------------                  ---------------     ------------
Fourth Third LLC                Loan claim          $37,200,000
375 Park Avenue
Suit 3304
New York, NY 10152

Investment Funding, Inc.        Loan Claim           $5,385,000
10940 South Parker Rd.
PO Box #323
Parker, CO 80134

Townsend & Townsend & Crew      Trade Debt              $80,544
Two Embarcadero Ctr, 8th Fl
San Francisco, CA 94111-3834

Pillsbury Winthrop LLP          Trade Debt              $53,569

Hatch LTD                       Trade Debt              $25,920

Square Milner                   Trade Debt              $24,718

McGraw-Hill Construction        Trade Debt              $12,061

Glorbal Recovery Services       Trade Debt               $8,217

Charles S Abbot                 Trade Debt               $8,000

Daniel Furlan                   Trade Debt               $8,000

Howard Yerusalim                Trade Debt               $8,000

InhouseIT                       Trade Debt               $5,903

American Concrete Institute     Trade Debt               $4,532

Cary Kopczynski & Co            Trade Debt               $4,000

The Hartford                    Trade Debt               $3,143

City of Los Angeles             Trade Debt               $3,118
Dept of Building & Safety

Lochsa Engineering              Trade Debt               $1,925

ASA Applied Systems             Trade Debt               $1,750
Assoc Inc

Hartt and Associates            Trade Debt               $1,694


MOLECULAR INSIGHT: Asks for Court's Nod to Use Cash Collateral
--------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Massachusetts to use the
cash collateral until January 14, 2011.

In November 2007, the Debtor issued $150 million in senior secured
floating rate bonds due 2012 and warrants to purchase 6,021,247
shares of common stock at an exercise price of $5.87 per share
under an indenture, dated as of November 16, 2007, between the
Debtor and the Bank of New York Mellon Trust Company, N.A., as
collateral agent and trustee for the bondholders.  As of the
Petition Date, the outstanding balance of the Bonds was
approximately $202 million.

Alan L. Braunstein, Esq., at Riemer & Braunstein LLP, explains
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the Indenture Trustee, for the ratable benefit of the
bondholders: (a) payment of the reasonable and documented
professional fees, costs and expenses of the Indenture Trustee and
the consenting bondholders; (b) replacement liens on substantially
all of the Debtor's postpetition collateral; (c) an administrative
superiority claim; (d) certain periodic reporting and access to
Debtor information; and (e) certain stipulations, waivers and
covenants.

The Indenture Trustee and the consenting bondholders have agreed
to the Debtor's use of cash collateral through January 14, 2011.

As of December 9, 2010, the Debtor had approximately $15 million
of cash on hand, virtually all of which is the Indenture Trustee's
cash collateral.

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.

                      About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
September 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection on
December 9, 2010 (Bankr. D. Mass. Case No. 10-23355).  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.  Omni Management Group, LLC, is the claims,
and balloting agent.


MOLECULAR INSIGHT: Taps Kramer Levin as Lead Bankruptcy Counsel
---------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., asks for authorization
from the U.S. Bankruptcy Court for the District of Massachusetts
to employ Kramer, Levin, Naftalis, & Frankel LLP as lead
bankruptcy counsel, pro hac vice.

Kenneth H. Eckstein, Esq., an attorney at Kramer Levin, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

The Debtor and Kramer Levin didn't disclose how Kramer Levin will
be compensated for its services.

                      About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
September 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection on
December 9, 2010 (Bankr. D. Mass. Case No. 10-23355).  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.  Omni Management Group, LLC, is the claims,
and balloting agent.


MOLECULAR INSIGHT: Wants to Hire Omni Management as Claims Agent
----------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., asks for authorization
from the U.S. Bankruptcy Court for the District of Massachusetts
to employ Omni Management Group, LLC, as claims, balloting,
noticing and administrative agent.

Omni Management will, among other things:

     a. manage claims, which includes the maintaining claims
        registers and an up-to-date mailing list for all entities
        that have filed proofs of claim;

     b. record transfers of claims and provide notice, if directed
        to do so by the Court;

     c. comply with noticing requirements;

     d. act as balloting agent for any plan of reorganization
        filed by the Debtor and tabulation of the ballots; and

     e. develop and maintain an informational Web site.

The Debtor will pay Omni Management $35 to $295 per hour for its
services.

Brian Osborne, a member of Omni Management, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

                      About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
September 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection on
December 9, 2010 (Bankr. D. Mass. Case No. 10-23355).  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.


MONEYGRAM INT'L: Wins Appeal in Western Union Patent Case
---------------------------------------------------------
MoneyGram International announced that the United States Court of
Appeals for the Federal Circuit issued a ruling in favor of
MoneyGram's appeal of a patent suit brought by Western Union which
was originally decided in 2009.

The Appellate Court found that on the grounds of obviousness,
certain patents relating to enabling customers to send
transactions without the use of written send forms were invalid.
This decision reverses the lower court's ruling on all issues
raised by MoneyGram's appeal.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Makes $75 Million Prepayment on Tranche B Loan
---------------------------------------------------------------
MoneyGram International announced it will make an optional
$75 million prepayment on its tranche B term loan under the senior
secured credit facility.  The loan payment will be made today,
Friday, Dec. 10, 2010.

Including this latest payment, MoneyGram International will have
paid $165 million toward its outstanding debt obligation in 2010
and a total of $352 million since Jan. 1, 2009.  This represents a
35 percent decrease in the company's total outstanding debt since
Jan. 1, 2009.

                   About Moneygram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet as of June 30, 2010, showed
$5.461 billion in total assets, $5.450 billion in total
liabilities, $929.2 million in total mezzanine equity, and a
stockholders' deficit of $918.0 million.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MOVIE GALLERY: 4th Cir. Affirms Keith Cousins Contempt Order
------------------------------------------------------------
Keith A. Cousins appeals from the bankruptcy court's orders
holding him in contempt for filing a lawsuit in violation of the
releases contained within the Order of Confirmation of Movie
Gallery Inc.'s Chapter 11 bankruptcy plan, and denying
reconsideration of that order.  The United States Court of Appeals
for the Fourth Circuit granted the parties' petition for
permission to appeal directly to the Fourth Circuit from the
bankruptcy court.

Circuit Judges Paul V. Niemeyer, Roger L. Gregory, and James A.
Wynn, Jr., affirmed the bankruptcy court ruling.

A copy of the Fourth Circuit's December 13 Per Curiam Opinion is
available at http://is.gd/iJJdmfrom Leagle.com.

Romaine S. Scott, III, Esq. -- rss@hsy.com -- at HASKELL SLAUGHTER
YOUNG & REDIKER, LLC, in Birmingham, Alabama, represents Mr.
Cousins.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., was the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants served as claims and notice agent.


MPG OFFICE: Sets Feb. 2 Special Meeting of Stockholders
-------------------------------------------------------
MPG Office Trust Inc. announced the date of a special meeting of
the holders of its 7.625% Series A Cumulative Redeemable Preferred
Stock, par value $0.01 per share.

The purpose of the special meeting is to elect two additional
directors to the Company's Board of Directors pursuant to the
terms of the governing documents applicable to the Series A
Preferred Stock.

The special meeting will be held on Wednesday, February 2, 2011,
at 8:00 A.M., local time, in Conference Room 3E at the offices
of Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles,
California 90071.  The Board of Directors has fixed the close
of business on December 20, 2010 as the record date for the
determination of holders of the Series A Preferred Stock entitled
to notice of, and to vote at, the special meeting.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MSGI SECURITY: To Restate March 31 Financial Statements
-------------------------------------------------------
MSGI Security Solutions Inc. filed a current report on Form 8-K to
advise investors to not longer rely on the unaudited financial
information for the periods ended December 31, 2009 and March 31,
2010 included in its Form 10-Q's filed February 22, 2010 and May
24, 2010, respectively.

The Company said, "During the audit of the annual financial
statements included in our annual report on Form 10-K for the
fiscal year ended June 30, 2010, our independent accounts brought
to the attention of management that, beginning in July 2009, the
Company had convertible debt, accrued interest, contractually
issuable shares, options and warrants that, if converted into
common stock shares, would exceed the amount of the Company's
authorized common shares.  From July 2009 through June 30, 2010,
and beyond, the Company continued to issue new shares of its
common stock and new instruments convertible or exercisable into
shares of its common stock.  At each period of time that one of
these instruments was issued, the amount of common shares, which
potentially exceeded the Company's issuable shares above its
authorized common shares increased.  In accordance with the
guidance on accounting for derivatives, the Company valued and
recorded a derivative liability that resulted from these shares
issuable in excess of its authorized share capital at June 30,
2010."

"As a result, after the audit was completed and the Form 10-K was
filed management analyzed the impact of the guidance on accounting
for embedded derivatives associated with the excess shares for
each of the interim periods, previously reported, ended
September 30, 2009, December 31, 2009 and March 31, 2010.  On or
about November 19, 2010, management determined that the derivative
issue had an immaterial effect on the interim period ended
September 30, 2009, but that the effect on the interim periods
ended December 31, 2009 and March 31, 2010 was material.
Management discussed their conclusions with the audit committee on
December 7, 2010.  The audit committee concurred with management's
conclusions.  Management and the Company's audit committee of the
board of directors have also discussed this matter with the
Company's new independent registered public accounting firm.

"As a result, management and the audit committee determined on
December 7, 2010 that the Company should restate its financial
statements for the three and six months period ended December 31,
2010 and for the three and nine months period ended March 31,
2010.  Accordingly, the Company's previously issued financial
statements for the three and six month periods ended December 31,
2009 and for the three and nine month periods ended March 31,
2010, included in the Company's interim reports on Form 10-Q for
each of the quarters ended December 31, 2009 and March 31, 2010
should no longer be relied upon.  The Company plans to file
amended interim reports of Form 10-Q for each of these periods
with the Securities and Exchange Commission subsequent to the
filing of this current report on Form 8-K," says the Company.

The Company said it is still in the process of completing its
review of the restated financial statements.

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

                       About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

The Company's balance sheet at Sept. 30, 2010, showed $567,713 in
total assets, $25.76 million in total liabilities, and a
stockholders' deficit of $25.20 million.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, expressed
substantial doubt about MSGI Security Solutions, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended June 30,
2009, and 2008.  The auditing firm reported that the Company has
suffered recurring losses from operations, and negative cash flows
from operations, and has a substantial amount of notes payable due
on demand or within the next 12 months and has very limited
capital resources.


NATIONAL COAL: Shareholders Approve Merger into Ranger Energy
-------------------------------------------------------------
National Coal Corp. announced that following a special
shareholders' meeting held December 2, holders of a majority of
its outstanding shares entitled to vote approved a merger
agreement with Ranger Energy Investments, LLC, an acquisition
vehicle for Jim Justice, a businessman and operator of Appalachian
coal assets.

The acquisition transaction is expected to be completed by
December 15, 2010; at its conclusion National Coal will become a
wholly-owned subsidiary of Ranger Energy and the Company's stock
will cease trading.

Under the terms of the agreement, upon the closing of the merger,
Ranger Energy will pay $1.00 per share in cash for each share of
National Coal common stock, including shares issuable upon
exercise of options.  The per share consideration represents a
54% premium to National Coal's closing price of $0.65 per share on
September 27, 2010, the date the merger agreement was executed.

                       About National Coal

Headquartered in Knoxville, Tenn., National Coal Corp. (Nasdaq:
NCOCD) http://www.nationalcoal.com/-- through its wholly owned
subsidiary, National Coal Corporation, is engaged in coal mining
in East Tennessee.   Currently, National Coal employs about 155
people.  National Coal sells steam coal to electric utilities and
industrial companies in the Southeastern United States.

The Company's balance sheet as of June 30, 2010, showed
$38.2 million in total assets, $55.2 million in total liabilities,
and a stockholders' deficit of $17.0 million.

In its Form 10-Q for the quarter ended June 30, 2010, the Company
said it expects to use $500,000 to $600,000 of cash from
operations per month during the remainder of 2010.  The Company
must raise additional equity or refinance its senior secured debt
before the December 15, 2010 maturity date.  "The foregoing
factors raise substantial doubt about the Company's
ability to continue as a going concern."


NCOAT INC: Wants Plan Exclusivity Until February 12
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina will convene a hearing on December 22, 2010, at 9:30
a.m., to consider nCoat, Inc.'s request to extend its exclusivity
periods.

The Debtor is asking the Court to extend its exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until February 12, 2011, and April 14, 2011, respectively.

Whitsett, North Carolina-based nCoat, Inc. (Other OTC: NCOA) and
its subsidiaries -- http://www.ncoat.com/-- research, license,
commercialize, distribute, and apply nano and multiple non-nano
surface coatings.  The Company's coatings are used by, among
others, automotive, diesel engine, trucking, recreational vehicle,
motorcycle, aerospace, and oil and gas industries.

nCoat, Inc., filed for Chapter 11 protection on August 16, 2010
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represents the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on August 16, 2010.


NICHOLAS MARSCH: Court Defers Conversion Ruling Until Jan. 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California,
has deferred its ruling on the Chapter 11 trustee's motion to
convert Nicholas Marsch, III's Chapter 11 case to one under
Chapter 7 until January 10, 2010, to enable it to reexamine the
respective positions of the major parties as to the merits of a
conversion to Chapter 11 versus some form of Chapter 11 plan that
"may make more economic sense that it does now."

As reported in the TCR on September 10, 2010, the Bankruptcy Court
approved the appointment of James L. Kennedy as Chapter 11 trustee
in each of the reorganization cases of Nicolas Marsch III, and
Briarwood Capital, LLC.

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on February 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Jeffry A. Davis, Esq., at Mintz Levin
Cohn Ferris Glovsky & Popeo, represents the Debtor in its
restructuring effort.  The Debtor estimated assets at $100 million
to $500 million and debts at $10 million to $50 million.


NICHOLAS MARSCH: Court Gives Trustee Opportunity to Investigate
---------------------------------------------------------------
Chief Judge Peter W. Bowie said he is prepared to sign an order on
January 10, 2011, authorizing the Chapter 11 Trustee for the
bankruptcy estate of Nicholas Marsch to enter into a settlement
with entities related to Mountains Resort Properties LLC, a
bankrupt luxury ski villa in Avon, Colorado, unless some agreement
more preferable to all the creditors of the estate is reached.

MRP was an entity wholly owned by Mr. Marsch.  The villa was
appraised in April 2009 at $10 million.  Shortly thereafter, Mr.
Marsch purportedly transferred his interest in MRP to a Mr. Sachs
and to an entity named www.DegreeFraud.com LLC.  The Chapter 11
trustee, as well as Lennar and the KBR Group creditors contend the
transfer was fraudulent, either as actual fraud or constructively
fraudulent because Mr. Marsch received substantially less than
reasonably equivalent value for the transfer.  MRP is in its own
Bankruptcy in Colorado, with the senior secured creditor looking
to foreclose.

The MRP settlement provides for the release of all claims of the
estate as against MRP, Mr. Sachs and www.DegreeFraud.com.  The
Marsch estate would receive $375,000, plus $50,000 for compromise
of claims asserted by the Colony debtors.

Lennar opposes the proposed settlement, arguing that the claims
against Sachs, www.DegreeFraud and MRP are worth significantly
more than the settlement amount.  Lennar and KBR have proposed a
plan that promises unsecured creditors a minimum net distribution
of $450,000, after administrative expenses, for the claims against
MRP, Sachs and www.DegreeFraud.  They propose that after plan
confirmation a plan administrator of their choosing would be named
to pursue claims against Sachs, www.DegreeFraud and MRP.  If,
after six months, the Administrator has not recovered at least
$450,000 after expenses, Lennar will make up any shortfall to
bring the net total available for distribution to unsecured
creditors to $450,000.

The proposed plan will be a joint plan for the individual Marsch
chapter 11 case, the Briarwood Capital chapter 11 case, and the
two pending chapter 11 cases for Colony Properties Int'l, LLC and
Colony Properties Int'l II, LLC.  At the center of the plan is a
loan from Lennar of $750,000, repayable at 10% interest, which
would be used by the proponents' hand-picked plan administrator to
pursue Mr. Marsch, Briarwood and anyone else who might be
vulnerable to claims of the bankruptcy estates, including MRP, Mr.
Sachs, and www.DegreeFraud.com.  While the Marsch unsecured
creditors would receive pro rata distributions from the Lennar-
guaranteed $450,000, under the plan Lennar would have an allowed
$20 million claim and KBR a $5 million claim.  Each would receive
a distribution of 35% of the minimum $450,000 and the remainder of
the unsecured creditors would participate in the remaining 30% of
the pot.  For the loan of up to $750,000 plus the guaranteed
$450,000, Lennar and KBR, and their related entities would receive
full and complete releases.

The Chapter 11 trustee finds the price for Lennar's proposal too
high, especially since the Trustee has no resources to evaluate
what the estate would be giving up.

Judge Bowie said it is not clear whether Lennar's proposed funding
would come from the $750,000 proposed Lennar loan, or whether they
would be counted as additional loaned funds, or would be a
promised contribution.

Judge Bowie also pointed out that the Chapter 11 Trustee has
approached Lennar to provide some sort of funding to enable the
trustee to perform his statutory duties his appointment requires
of him.  Notwithstanding that Lennar and KBR sought appointment of
the Chapter 11 Trustee, it appears they have been financially
starving him unless he would agree to an approach which included
releases for them.

According to Judge Bowie, the Chapter 11 Trustee has exercised not
only sound business judgment, but also a strong commitment to the
integrity of the bankruptcy process in service to all the
creditors of the estate, as well as to the Debtors.

"The Court has no crystal ball and cannot foresee how the cases
will end.  In the near term, however, it is in the best interest
of the estate that the trustee have the opportunity to examine the
assets of the estate pursuant to his duties under 11 U.S.C. Sec.
1106.  Lennar's plan proposal for the MRP matter offers other
creditors a relative pittance of a guaranteed net $135,000 as
against the performance of statutory duties by a trustee they
sought to put in place but then handcuffed with no funds," Judge
Bowie said.

A copy of Judge Bowie's December 1 Order is available at no charge
at http://is.gd/iKgRefrom Leagle.com.

In a separate ruling on December 2, Judge Bowie deferred ruling on
the Chapter 11 Trustee's request to convert Mr. Marsch's case to
one under Chapter 7 until on or after January 10, 2011.  At that
time the Court expects to know whether there are any changes in
the positions of the major parties such that conversion would
still be the preferred course, or whether there is sufficient
value for all creditors such that pursuing some form of chapter 11
plan may make more economic sense than it does now.

             About Nicolas Marsch, Briarwood and Colony

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on February 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Briarwood Capital, LLC, also based in Rancho Santa Fe, filed for
Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. S.D.
Calif. Case No. 10-02677).  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC, also filed for Chapter 11
(Bankr. S.D. Calif. Case No. 10-02937).

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Each of the Debtors
proposed to employ Jeffry A. Davis, Esq., at Mintz Levin Cohn
Ferris Glovsky & Popeo, as bankruptcy counsel.  In July 2010, the
Court held that Mintz Levin was ineligible to represent the
estates of Mr. Marsch, Briarwood and Colony Properties, or any two
of them.  Chapter 11 trustees have been appointed in each of the
cases.


NMT MEDICAL: Seeks Confidential Treatment of Exhibit
----------------------------------------------------
NMT Medical, Inc. submitted an application under Rule 24b-2
requesting an extension of a previous grant of confidential
treatment for information it excluded from the Exhibits to a Form
8-K filed on November 16, 2001.  Based on representations by NMT
Medical that this information qualifies as confidential commercial
or financial information under the Freedom of Information Act, 5
U.S.C. 552(b)(4), the Division of Corporation Finance has
determined not to publicly disclose it.  Accordingly, excluded
information from Exhibit 2.1 will not be released to the public
until October 19, 2013.

                     About NMT Medical, Inc.

Headquartered in Boston, Massachusetts, NMT Medical, Inc. (NASDAQ:
NMTI) -- http://www.nmtmedical.com/-- is an advanced medical
technology company that designs, develops, manufactures and
markets proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at September 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company's existing cash resources are not
sufficient to fund its business plans, as currently constituted,
beyond the fourth quarter of 2010, the Company said in the filing.


NOVADEL PHARMA: ProQuest Discloses 42.4% Equity Stake
-----------------------------------------------------
ProQuest Investments III, L.P., ProQuest Investments II Advisors
Fund, L.P., ProQuest Associates II LLC, ProQuest Investments III,
L.P., ProQuest Associates III LLC, James Moorin, and Alain
Schreiber disclosed in an amended Schedule 13D filing with the
Securities and Exchange Commission on November 19, 2010, that they
beneficially own an aggregate of 34,650,709 shares of Common Stock
and 12,462,717 currently exercisable warrant shares of NovaDel
Pharma Inc.

The 47,113,426 shares of Common Stock beneficially owned by the
Reporting Persons represent 42.4% of the issued and outstanding
shares of Common Stock based on 98,681,029 shares of Common Stock
outstanding as of November 10, 2010 based on 98,383,458 shares of
Common Stock outstanding as of November 1, 2010 as set forth by
the Company in its Quarterly Report on Form 10-Q filed with the
SEC on November 12, 2010 plus 297,571 shares issued to the
Reporting Persons.

Of such 47,113,426 shares, 15,299,576, or 14.8%, are beneficially
owned by Investments II; 193,233, or .2%, are beneficially owned
by Advisors Fund; 15,492,809, or 15.0%, are beneficially owned by
Associates II; 31,620,617, or 29.6%, are beneficially owned by
each of Investments III and Associates III; and 47,113,426, or
42.4%, are beneficially owned by each of Moorin and Schreiber.

                      About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.

The Company's balance sheet at September 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
negative cash flows from operating activities.


NPS PHARMACEUTICALS: P. Granadillo Does Not Own Any Securities
--------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
November 19, 2010, Pedro P. Granadillo, a director, at NPS
Pharmaceuticals Inc., disclosed that he does not own any
securities of NPS.

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
December 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at December 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.

The Company's balance sheet at Sept. 30, 2010, showed
$228.82 million in total assets, $378.65 million in total
liabilities, and a stockholders' deficit of $149.82 million.


NUVEEN INVESTMENTS: Loan Amendment Won't Affect Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service stated that Nuveen Investments, Inc.
proposed amendment and extension of its existing 1st lien term
loan and revolving credit facility would not impact the company's
ratings or positive outlook, including its Caa1 Corporate Family
Rating.  If successfully completed, the amendment would extend the
maturity for $1 billion of Nuveen's $2.1 billion in 1st lien term
loans by two and half years, to May 2017.  The amendment would
also extend the maturity of the $250 million revolving credit
facility by two years, to November 2015.

The amendment, as proposed, would amend the 1st lien leverage
covenant to remain at 5.75x for the life of the loan.  The
proposed transaction would also increase the spread on the
$1 billion of extended 1st Lien term loans and $250 million credit
revolver to 550 basis points from 300 basis points.  Moody's
believe the amendment reflects a proactive approach to enhancing
the company's debt maturity profile amidst relatively attractive
credit market conditions.  In Moody's opinion, the amendment would
modestly strengthen the company's overall financial flexibility
but would not impact ratings, particularly in light of the absence
of leverage reduction and remaining $1.1 billion of 1st lien term
loans still scheduled to mature in July 2014.

Nuveen's Caa1 CFR, with a positive outlook, reflects the company's
improving financial performance against its high financial
leverage (Debt/LTM 3Q10 Adjusted EBITDA is 8.6x) relative to other
rated asset managers.  The company has achieved modest
improvements in financial performance over the last five quarters
ending September 30 due to a combination of strong relative
investment performance across most products and consistent
positive net flows.  The positive outlook also incorporates the
expected near-term and longer-term strategic benefits of the FAF
Advisors acquisition, which is expected to close at year-end.

Nuveen's ratings could be upgraded if the company can sustain
positive financial performance momentum and successfully integrate
the FAF Advisor business including the near-term capture of
expected cost synergies.  The company's ratings would also see a
positive impact from proactive modest deleveraging.


NUVEEN INVESTMENTS: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Nuveen Investments Inc., including its 'B-' long-term
counterparty credit rating.   Additionally, S&P has affirmed the
'B' rating on the senior secured first-lien term loan and
revolver, as well as the 'CCC' rating on the senior unsecured
notes.  S&P has not reviewed the '2' recovery rating on the senior
secured debt.

"The rating affirmations follow Nuveen's announcement that it is
seeking an amendment and extension to its first-lien credit
facilities," said Standard & Poor's credit analyst Charles Rauch.
Specifically, it seeks to extend the maturities of $1 billion of
the outstanding $2.055 billion term loan due 2014 by 2.5 years,
and the full amount of the outstanding $250 million revolver due
2013 by 2.0 years.  As a result, debt maturities will be more
staggered, with no major maturities due until 2014, when the
remaining $1.055 billion first-lien term loan comes due.

In addition, Nuveen is seeking to amend the first-lien leverage
covenant, so that the maximum senior secured net debt-to-last 12
months EBITDA, as defined by the bank credit agreement, is 5.75x
over the life of the loan.  Currently, the maximum senior secured
net leverage ratio covenant declines to 5.25x beginning June 30,
2011, and bottoms at 5.00x beginning June 30, 2012.  For the 12
months ended Sept. 30, 2010, the actual senior secured net
leverage ratio, as defined by the bank credit agreement, was
approximately 4.75x.  In contrast, when S&P calculate debt
leverage, S&P considers the par value of all debt that Nuveen
issues and do not consider many of the adjustments to EBITDA, as
permitted by the bank agreement.  By S&P's calculations, debt
leverage was 10.6x in the year-to-date period, a level S&P
considers very high, even for the current rating.  The proposed
transaction is leverage neutral because Nuveen is not taking on
any more debt.

There are no changes to scheduled amortization on the first-lien
credit facility or the guarantees that Nuveen's operating
subsidiaries and its parent company, Windy City Investments Inc,
provide.

In exchange for the financial covenant amendment and the debt
maturity extension, Nuveen is increasing the interest spread on
the extended portion of the first-lien credit facility by 250
basis points to LIBOR plus 550 basis points.  Consequently, S&P
believes existing first-lien creditors are receiving a value no
less than originally promised.  Hence, the rating on the first-
lien term loan and revolver are affirmed.

The increased spread on the extended term loans will basically
offset the savings on the $600 million fixed interest rate swap
that rolled off in November 2010.  As a result, S&P still expects
EBITDA interest coverage will remain at a very weak 1.1x in 2011.

Nuveen's current long-term counterparty credit rating reflects
S&P's opinion that the company has a favorable business profile in
the U.S. asset management arena, but its very weak financial
condition, which is a result of an extremely high amount of debt
on the balance sheet, more than offsets it.  In terms of its
business profile, Nuveen has a well-respected brand name,
favorable investment performance track record, good third-party
distribution of its retail products, and a growing business
serving institutional clients.  While Nuveen offers a full
complement of equity and fixed income mutual funds, it has a
strong competitive position in municipal closed-end funds, which
is one the more stable products in the asset management world.
These positive traits do not make up for the company's weak credit
metrics.

The stable outlook incorporates S&P's base-case scenario that,
primarily through the FAF Advisors acquisition, assets under
management will increase moderately in 2011, helping to improve
the company's credit metrics, although they will still compare
unfavorably for the 'B' rating category.  If Nuveen can build upon
the momentum of the past few quarters to grow AUM and operating
cash flows above S&P's expectations, S&P could raise the ratings.
Alternatively, net client outflows or market depreciation cause a
reversal in AUM and operating cash flows, S&P could lower the
rating.


OLDE PRAIRIE: Has Equity Cushion Over CenterPoint's Claim
---------------------------------------------------------
Judge Jack B. Schmetterer ruled on CenterPoint Properties Trust's
request to amend a written ruling denying its request to dismiss
the bankruptcy case of Olde Prairie Block Owner, LLC, or, in the
alternative, lift the automatic stay to allow it to continue to
pursue foreclosure action on the Debtor's property.

On September 28, 2010, an order was entered nunc pro tunc to
September 17, 2010, conditionally denying CenterPoint's stay
motion.  That Order attached a transcript of oral remarks during
the hearings.  On October 29, 2010, Findings of Fact and
Conclusions of Law were entered.  In the Written Ruling, it was
concluded that, while some market evidence corroborated the
opinion of the Debtor's expert, the opinion of CenterPoint's
expert should be rejected entirely.  It was concluded that the
total value of all subject properties was $81,150,000, giving the
Debtor an equity cushion over CenterPoint's asserted claim.

CenterPoint moves to amend the Written Ruling pursuant to Rule
7052 Fed. R. Bankr. P.  CenterPoint argues that the Written Ruling
did not merely "supplement" or "explain" the Oral Remarks, as
permitted in the Stay Relief Order, because the Written Ruling
differed from the Oral Remarks as to whether an equity cushion
existed.

The Court rejected this proposition, pointing out that the Written
Ruling was to fill in the obvious gaps in discussions of evidence
relevant to the stay motion and were to supplement and flesh out
the Oral Remarks.  Because the Stay Relief Order provided for a
subsequent Written Ruling and the ultimate Findings did supplement
the Oral Remarks, there was no error of law regarding authority to
enter the Written Ruling, including the specific findings as to
values now contested.

The Court, however, held that the Written Ruling will be amended
to strike the critique of the opinion of CenterPoint's expert
based on the treatise The Appraisal of Real Estate, which was not
admitted into evidence.

A copy of the Court's December 10 Opinion is available at
http://is.gd/iLpdtfrom Leagle.com.

As reported by the Troubled Company Reporter on September 27,
2010, the Debtor filed a Plan of Reorganization and an explanatory
Disclosure Statement, which provides for transfer by deed the
entire Olde Prairie Property to CenterPoint in a "dirt for debt"
transaction and will credit its value against the amount of the
Allowed Class 3 Claim.  CenterPoint is the holder of a mortgage
secured by the Olde Prairie Property, the Lakeside Property, the
Parking Lease, the Olde Prairie Lease, the Lakeside Property
Parking Lease, the Olde Prairie Office Lease and the MPEA
Condemnation Action, and any of its successors and assigns.  The
Plan also provides for the sale of the Lakeside Property and
the Parking Lease.

The Debtor expects to procure a commitment for a $4 million
debtor-in-possession loan for purposes of paying the
administrative expenses of the case, including any adequate
protection payments that might be ordered by the Bankruptcy Court.

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

CenterPoint has argued that it was error to find that the Debtor
had filed a plan that had a reasonable possibility of confirmation
within a reasonable time.  CenterPoint said the Debtor's plan
cannot be confirmed until August 2011.

In the December 10 ruling, the Court held that CenterPoint does
not explain how it arrived at that date, which does not appear to
be supported by the record.  The Court said CenterPoint has not
shown an error in the determination that the Debtor may be able to
confirm a Plan and cannot now relitigate the issue.

                About Olde Prairie Block Owner, LLC

Chicago, Illinois-based Olde Prairie Block Owner, LLC, owns two
adjacent parcels of land just north of McCormick Place.  The
Company filed for Chapter 11 protection on May 18, 2010 (Bankr.
N.D. Ill. Case No. 10-22668).  John E. Gierum, Esq., at Gierum &
Mantas, assists the Debtor in its restructuring effort.  The
Company estimated assets at $100 million to $500 million in assets
and $10 million to $50 million in liabilities.  The Debtor is
represented by John Ruskusky, Esq., George R. Mesires, Esq., and
Nile N. Park, Esq., at Ungaretti & Harris LLP, in Chicago.


ORLEANS HOMEBUILDERS: S&P Assigns 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Orleans Homebuilders Inc. and a
preliminary 'B-' issue-level rating to the company's proposed
$125 million secured term loan.  S&P also assigned a preliminary
'3' recovery rating on the secured term loan, indicating its
expectation for a meaningful (50%-70%) recovery in the event of a
payment default.  The outlook is stable.

The preliminary issue-level and 'B-' corporate credit rating
are subject to Orleans' timely emergence from bankruptcy and
consummation of its plan of reorganization in line with S&P's
expectations, including its proposed exit financing, which the
U.S. Bankruptcy court in Delaware confirmed by its order on
Dec. 1, 2010.  The preliminary ratings are subject to the
company finalizing the terms of the $30 million senior secured
revolving credit facility and $125 million secured term loan on
substantially the same terms as it represented to us.  Any
meaningful changes to the capital structure may result in
Standard & Poor's assigning different ratings.  If the company
cannot obtain exit financing as proposed and it emerges from
bankruptcy with a significantly different capital structure, S&P
would withdraw the preliminary ratings and assign a lower issuer
credit rating.  The preliminary ratings are also subject to final
documentation and its review of legal matters that S&P believes
are relevant to its analysis, as outlined in S&P's criteria.

The stable outlook reflects S&P's expectation that new home sales
will revert back to pre-petition levels in the near term and the
company will begin to generate cash through the liquidation of
existing inventory by the second half of calendar year 2011.  S&P
would consider raising its rating if S&P gain more clarity around
the sustainability of the reorganized business' operations, such
that the company returns to profitability and debt-to-EBITDA
levels recede to 5.0x.  S&P would consider a downgrade if the
company's liquidity becomes constrained, possibly from an
inability to convert enough inventory to cash through new home
sales or sooner-than-expected land acquisitions.

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding.
S&P does not advise, advocate, or support any particular plan of
reorganization, and a rating opinion does not indicate whether
the plan is fair, reasonable, or appropriate, or likely to be
confirmed as the basis for the company's emergence from
bankruptcy.  The issuer, issue, and recovery ratings and the
rating outlook provided by Standard & Poor's to companies prior
to exiting bankruptcy are preliminary, are its current opinion of
the final ratings and rating outlook that S&P expects to assign
at a future date, and subsequent developments or changes to the
plan or information considered by us in its analysis could result
in final conclusions that differ from the preliminary ratings and
outlook.  Rating opinions provided by Standard & Poor's to a
company in bankruptcy are assumed to be used in accordance with
all applicable laws.


OVERSEAS SHIPHOLDING: S&P Puts BB- Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
long-term corporate credit rating and its 'BB-' issue-level
ratings on New York City-based Overseas Shipholding Group on
CreditWatch with negative implications.  In resolving the
CreditWatch listing, S&P will assess revenue and earnings
prospects and any potential changes in financial policies that
could impact the company's financial profile.

"The rating action on Overseas Shipholding Group reflects S&P's
concerns over the deterioration in the company's financial profile
and the potential for further weakening, unless there is a
meaningful and sustained recovery in tanker rates or the company
pays down debt," said Standard & Poor's credit analyst Funmi
Afonja.  OSG's revenues and earnings are vulnerable to the
volatile spot market rates, with 82.2% of the company's revenue
days from the international crude business for the quarter ending
Sept. 30, 2010, in the spot market, the highest in three years.
Very large crude carriers that generate a significant portion of
OSG's total revenues tend to have the most volatile rates,
relative to smaller tankers.  For example, average spot market
time charter equivalent rates on VLCCs, though up 46% during the
third quarter of 2010 compared with the prior year period, are
down by 86% compared with the third quarter of 2008.  As a result
of the significant decline in tanker rates and higher operating
expenses from managing a larger fleet, operating margins (after
depreciation and amortization) declined to 8.1% in the September
2010, quarter ended, compared with 15.8% in the previous year
period.

Lower profitability, coupled with a high debt burden, caused
credit measures to deteriorate to levels that are stretched for
the current rating.  Adjusted (for operating leases, including
time and bareboat charters, and OSG's share of off-balance-sheet
joint venture debt (majority of which is nonrecourse to the
company), which the company does not publicly disclose but S&P
take into consideration in S&P's analysis), for the 12 months
through Sept. 30, 2010, debt to EBITDA deteriorated to 12.2x, from
9.5x in the previous year, EBITDA interest coverage decreased to
1.4x, from 2.1x in the previous year, and funds flow from
operations to debt decreased to 7.3%, compared with 10.2% in the
previous year.

The ratings on OSG reflect the company's weakened financial
profile due to significantly reduced earnings, caused by prolonged
weakness in tanker rates and incremental debt from the ongoing
vessel newbuild program.  The ratings also reflect the competitive
nature of the shipping industry and the company's historically
aggressive financial policy, characterized by significant share
repurchases during 2007 and 2008.  Positive credit factors include
adequate liquidity, a relative strong point in the company's
financial profile, and a well-established market position in the
ocean transportation of crude oil and petroleum products.  The
shipping company had about $3.2 billion of lease-adjusted debt as
of Sept. 30, 2010.  S&P characterize OSG's business profile as
weak and its financial profile as aggressive.

OSG is one of the world's leading liquid bulk shipping companies,
engaged primarily in the ocean transportation of crude oil and
petroleum products in the international market and the domestic
U.S. flag trade.  As of Oct. 31, 2010, the company operated a
fleet of 111 vessels (63 owned, 48 chartered-in), totaling about
12.2 million deadweight tons.  In addition to its current
operating fleet, the company will take delivery of 13 vessels
(three chartered-in under operating leases and 10 newbuilds)
through 2013, bringing the total operating and newbuild fleet to
124 vessels and completing the current newbuild program.

In resolving the CreditWatch listing, S&P will assess revenue and
earnings prospects and any potential changes in financial policies
that could impact the company's financial profile.


PACIFIC ENERGY: Lloyd's of London Sues to Block Volcano Claim
-------------------------------------------------------------
Bankruptcy Law360 reports that Lloyd's of London has filed an
adversary suit against Pacific Energy Resources Ltd., asking a
court to declare that its contingent business income insurance
policy would not cover money lost when volcano eruptions caused
the shutdown of an oil depot in Alaska.

                        About Pacific Energy

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engaged in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  The Debtor estimated between $100 million and
$500 million in assets and debts in its Chapter 11 petition.

Attorneys at Pachulski Stang Ziehl & Jones LLP, serve as
bankruptcy counsel to the Debtors.  The Debtors also tapped Rutan
& Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.


PASADENA PLAYHOUSE: Seeks to Raise $2 Million
---------------------------------------------
The Pasadena Star-News reports that Michele Dedeaux Engemann,
chairwoman of the Pasadena Playhouse, said it will start a new
campaign to raise $2 million.  According to the report, the
officials said Thursday that they've matched a $1 million grant by
raising an additional million.  The Troubled Company Reporter
reported on July 13, 2010, that two donors pledged to provide $1
million to the theater to allow it to resume production by
October.

                     About Pasadena Playhouse

Pasadena Playhouse State Theatre of California Inc. runs the
official theater of the state of California.  Pasadena Playhouse
sought Chapter 11 protection on May 10, 2010 in Los Angeles
(Bankr. C.D. Calif. Case No. 10-28586).  The petition listed
assets of $247,000 and debt of $2.3 million.

The theater opened in 1925.  Its stage has been dark since
February, when the Playhouse announced that financial trouble
would cause it to halt its run of live performances and lay off
its staff.

The theater also filed under Chapter 11 in September 1998.  The
case was dismissed in June 2002.

The theater emerged from its 2010 Chapter 11 bankruptcy in July
2010.


PCS EDVENTURES!: Discloses Non-paid Furloughs Until End of 2010
---------------------------------------------------------------
PCS Edventures!.com Inc. announced holiday furlough and altered
business hours for the weeks prior to and after Christmas.

PCS will scale back its development, fulfillment, and accounting,
department operations in a non-paid furlough from December 20th to
December 31st this year.  Public schools typically stop receiving
product prior to Christmas and through the holiday break, so it is
not possible to deliver products during the holiday season.  "We
experience this holiday slowdown each year when a large percentage
of our employees are typically away from the office anyway," said
Robert Grover, President, CTO, and COO of PCS Edventures.  "This
year we have decided to implement some cost-saving measures that
will coincide with the holiday season when business with schools
is virtually nonexistent anyway."

The PCS sales staff will continue to work during this time,
focusing its efforts on the non-school affiliated afterschool
programs.  Many of these programs finalize budgets and purchase
materials for 2011 summer camps in December and January for
delivery to sites after March.  "We have dedicated all of our
sales personnel to working the phones during this important
business time for afterschool programs," said Bill Albert, Vice
President of the PCS Afterschool Business Unit.  "With December
just starting, we are already beginning to receive summer camp
orders and anticipate this will continue at a strong pace for the
coming 60 days."

PCS plans to return to full staffing levels and normal hours of
business beginning January 3, 2010.

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.

The Company's balance sheet as of September 30, 2010, showed
$1.24 million in total assets, $517,307 in total liabilities, and
stockholders' equity of $725,234.

According to the Troubled Company Report on Nov. 22, 2010, M&K
CPAS PLLC expressed substantial doubt about the Company's
ability to continue as a going concern, following its fiscal 2010
results.  The firm noted that the Company has suffered reoccurring
losses and negative cash flow from operations.


POWER EFFICIENCY: H. Sarkowsky Discloses 18.7% Equity Stake
-----------------------------------------------------------
Herman Sarkowsky disclosed in a Schedule 13D filing with the
Securities and Exchange Commission on November 23, 2010 that he
beneficially owns 10,367,336 shares of Power Efficiency
Corporation representing 18.7% of the shares outstanding.

As of November 22, 2010, Mr. Sarkowsky beneficially owns, and is
the record holder of, 3,669,123 shares of common stock, $0.001 par
value per share of Power Efficiency Corporation; 11,000 shares of
Series B Convertible Preferred Stock, $0.001 par value per share
of the Company; 13,500 shares of Series D Convertible Preferred
Stock, $0.001 par value per share of the Company; and 4,248,213
warrants to purchase Common Stock.

Each share of the Series B and each share of the Series D is
initially convertible into 100 shares of the Common Stock, at the
election of the holders, at any time, subject to adjustment. The
holders of the shares of the Series B or the Series D have the
right to vote on any matters submitted to a vote of the
stockholders of the Company and are entitled to cast that number
of votes equal to the numbers of shares of Common Stock issuable
upon the conversion of such holders' shares of Series B or Series
D.

The 11,000 shares of Series B and the 13,500 shares of the Series
D beneficially owned by Mr. Sarkowsky, on an as-converted basis,
are convertible into 1,100,000 and 1,350,000 shares of Common
Stock, respectively, and when aggregated with the 3,669,123 shares
of Common Stock and the 4,248,213 warrants to purchase Common
Stock, represents 18.7% of the total voting power of the voting
stock of the Company (based on 45,086,883 shares of Common Stock
outstanding as of May 13, 2010 as reported in the Form 10-Q of the
Company, filed with the Securities and Exchange Commission on May
17, 2010 calculated in accordance with Rule 13d-3(d).

                      About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC BB:
PEFF) -- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

                       Going Concern Doubt

Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.


POWER EFFICIENCY: P. Meisel Discloses 29.4% Equity Stake
--------------------------------------------------------
As of June 21, 2010, Philip L. Meisel beneficially owns, and is
the record holder of, 125,000 shares of Series D Convertible
Preferred Stock, $0.001 par value per share, of Power Efficiency
Corporation.  Each share of Series D Preferred is convertible into
100 shares of the Company's common stock, at the election of the
holders, at any time, into shares of Common Stock at an initial
conversion price of $0.16 per share, which is subject to customary
anti-dilution adjustments for stock splits, dividends and the
like.

The holders of the shares of Series D Preferred have the right to
vote on any matters submitted to a vote of the stockholders of the
Company and are entitled to cast that number of votes equal to the
aggregate number of shares of Common Stock issuable upon the
conversion of such holders' shares of Series D Preferred at the
then-applicable conversion price.

The 125,000 shares of Series D Preferred beneficially owned by Mr.
Meisel, on an as-converted basis, is convertible into 12,500,000
shares of Company common stock and when aggregated with the
6,250,000 Warrants owned by Mr. Meisel represents 29.4% of the
total voting power of the voting stock of the Company (based on
45,086,883 shares of common stock outstanding as of May 13, 2010
as reported in the Form 10-Q of the Company, filed with the
Securities and Exchange Commission on May 17, 2010.

                      About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC BB:
PEFF) -- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

                       Going Concern Doubt

Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.


PROBE RESOURCES: Files for Chapter 11 Bankruptcy
------------------------------------------------
Probe Resources Ltd. said it recently filed a voluntary Chapter 11
petition in U.S. Bankruptcy Court for the Southern District of
Texas in Houston, Texas.  This action is part of the Company's
ongoing restructuring announced on November 16, 2010 and follows
the filing of voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court by the Company's U.S. subsidiaries.  Probe and
its subsidiaries will continue to operate their businesses and
manage their properties as debtors in possession.

                  About Probe Resources

The Company, along with its wholly-owned subsidiaries located in
The Woodlands, Texas, is an oil and natural gas exploration and
production company focused on generating, acquiring, developing,
and operating drilling prospects within the Texas and Louisiana
Outer Continental Shelf of the Gulf of Mexico.


PROBE RESOURCES: To Delay Filing of Financial Statements
--------------------------------------------------------
Probe Resources Ltd.'s audited financial statements for the
financial year ended August 31, 2010 and related management
discussion and analysis and CEO and CFO certifications will not be
filed on the prescribed date required under Canadian securities
regulations.

The Company filed voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the South District of Texas in Houston,
Texas, on December 7, 2010, and due to complications relating to
the required audit for the annual financial statements by the
Company's auditors, a filing delay is necessary.  Management has
been working to provide the support for the audit and to provide
reports to the auditors in order to enable the auditors to
complete the audit.  The Company is working towards an estimated
completion date of February 28, 2011 for the review, with the
Required Documents to be filed concurrently with such date.

In the interim, the Company will apply to the applicable
securities regulatory authorities for a management cease trade
order related to the Company's securities to be imposed against
some or all of the persons who are or have been directors,
officers or insiders of the Company for so long as the Required
Documents are not filed.  If granted, a management cease trade
order would not generally affect the ability of persons who have
not been directors, officers or insiders of the Company to trade
the securities of the Company.

However, the applicable securities regulatory authorities, in
their discretion, may determine that it would be appropriate to
issue a general issuer cease trade order which would prohibit
trading of the Company's securities.  Until the Required Documents
are filed, the Company intends to provide information in
accordance with National Policy 12-203 Cease Trade Orders for
Continuous Disclosure Defaults.

                      About Probe Resources

The Company, along with its wholly-owned subsidiaries located in
The Woodlands, Texas, is an oil and natural gas exploration and
production company focused on generating, acquiring, developing,
and operating drilling prospects within the Texas and Louisiana
Outer Continental Shelf of the Gulf of Mexico.

                            *     *    *

As reported in the Troubled Company Reporter on November 17, 2010,
Probe Resources Ltd. disclosed that its Debt Restructuring
Agreement which became effective on August 31, 2009 has expired
and, accordingly, the Company's Board of Directors has appointed a
restructuring agent to assist with the Company's restructuring
efforts.  Additionally, the Company's U.S. subsidiaries have filed
voluntary Chapter 11 petitions in U.S. Bankruptcy Court.


QOC I: Wins Approval to Sell All Assets to Wells Fargo
------------------------------------------------------
Bankruptcy Law360 reports that the judge overseeing QOC I LLC's
bankruptcy proceedings has greenlighted a settlement with Wells
Fargo Bank NA that will send substantially all of QOC's assets to
a Wells Fargo affiliate and wrap up its Chapter 11 case.

                          About QOC I LLC

Boca Raton, Florida-based QOC I LLC owns previously issued life
insurance policies purchased in the life settlement market.

QOC I filed for Chapter 11 bankruptcy protection on October 1,
2010 (Bankr. S.D. Fla. Case No. 10-40153).  Attorneys at Genovese
Joblove & Battista, P.A., serve as counsel to the Debtor.  The
Debtor estimated its assets and debts at $100 million to
$500 million as of the Petition Date.


QUEBECOR MEDIA: DBRS Assigns BB (Low) Provisional Rating
--------------------------------------------------------
DBRS has assigned a provisional rating of BB (low) with a Stable
trend to Quebecor Media's (QMI or the Company) new issuance of
Senior Notes (the Notes).  The recovery rating on the notes is
RR4.

The provisional rating is based on QMI's preliminary Offering
Memorandum and information provided by the Company to DBRS as of
December 10, 2010.  The assignment of final ratings is subject to
receipt by DBRS of final documentation that is consistent with
that which DBRS has already reviewed.

The issuance of Senior Notes is expected to be approximately $250
million for a term of ten years, maturing in 2021.  This debt
issuance was recently initiated by QMI and is to be priced on or
around December 15, 2010, and settle on or around January 5, 2011.
The Notes, which will reference a trust indenture to be dated on
close, will be general unsecured senior obligations of QMI and
rank pari passu with its existing and future senior unsecured
indebtedness.  The Notes will be subordinated to all of QMI's
secured indebtedness.

DBRS expects QMI to use the proceeds from this issue to effect a
contribution of a similar amount to Sun Media Inc., which intends
to use the proceeds to finance the redemption and retirement of
all outstanding Sun Media notes, on or around February 15, 2011,
and to finance the settlement and termination of related hedging
contracts.


QUEBECOR MEDIA: Moody's Rates Senior Unsecured Notes at 'B1'
------------------------------------------------------------
Moody's Investors Service rated Quebecor Media, Inc., new
C$250 million senior unsecured notes B1.  At the same time,
the company's corporate family and probability of default
ratings were upgraded to Ba2 from Ba3 and ratings of existing
instruments were upgraded by one notch.  QMI's speculative
grade liquidity rating was also upgraded, to SGL-2 from SGL-3
(to good liquidity from adequate).  The rating outlook is stable.

The CFR/PDR upgrade was prompted by expectations that QMI will
continue to take advantage of its unique market position to
gradually expand its EBITDA stream without material increases in
debt.  Moody's think the dominant underlying trend of gradual
EBITDA expansion will be driven by the company's strong French-
language franchise that integrates content, television, radio,
specialized publishing, internet properties and a cable television
operation that also offers voice and internet services and a
nascent wireless service.  As well, Moody's expect modestly
positive free cash flow over the next couple of years and
anticipate that leverage will remain below 3x (incorporating
Moody's standard adjustments) and that RCF/TD will generally be
near 20% even as Videotron completes the build-out of its wireless
network and absorbs related start-up losses, purchases 700 MHz
wireless spectrum in 2012/2013, and upgrades its cable network in
response to Bell Canada's fiber build-out and related IPTV
product.  Given the company's underlying business profile, a
generally positive business environment, and the expectation that
free cash flow will gradually expand over the next three years,
these measures are in line with the Ba2 ratings.

Proceeds of the QMI's new notes issue will be down-streamed
to subsidiary, Sun Media Inc., and together with cash on hand,
Sun Media intends to use the proceeds to finance the redemption
and retirement of all outstanding Sun Media senior unsecured
notes, and to finance the settlement and termination of related
hedging contracts.  The refinancing transaction does not change
QMI's consolidated debt or cash flow and is therefore credit
neutral.  However, the transaction is a major step in simplifying
the company's financing arrangements.  Subsequent to the
transaction, Sun Media will have only nominal remaining debt
that is structurally senior to that at the parent holding company.
While still somewhat complex with debt at operating subsidiaries
that is structurally senior to QMI's, financing arrangements
become more obviously coordinated as subsidiary debt is repaid.
This simplifies liquidity management.  With ample cash on hand
(C$365 at September 30), modestly positive consolidated free cash
flow over the next four quarters, ample unused credit facilities
(in particular, C$575 million at Videotron) that do not face
financial covenant compliance issues, and manageable near term
debt maturities, Moody's has upgraded QMI's liquidity rating to
SGL-2 from SGL-3.

The ratings outlook is stable, reflecting a balance of positive
momentum provided by strong results in the cable business and the
potential of future cash drains given growth aspirations and
shareholder return requirements.

Assignments:

Issuer: Quebecor Media, Inc.

  -- Senior Unsecured Regular Bond/Debenture, B1 (LGD5, 87%)

Upgrades:

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD5,
     70%) from B1 (LGD5, 76%)

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1
     (LGD5, 87%) from B2 (LGD5, 89%)

Outlook Actions:

  -- Outlook, Unchanged as Stable

Issuer: Videotron Ltee

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
     (LGD3, 37%) from Ba2 (LGD3, 40%)

Issuer: Sun Media Corporation

  -- Senior Unsecured Regular Bond/Debenture, Unchanged; rating
     expected to be withdrawn in due course

                        Ratings Rationale

The Ba2 CFR and PDR are primarily based upon the expectation of
continuing growth and steady margins in the Videotron cable-based
products, continuing good margins in the Sun Media newspaper
business, continuing modest positive free cash flow and stable
debt/EBITDA below 3x, despite intermediate term challenges of the
start-up costs of launching a wireless product, the beginnings of
wireline video competition, and likely content cost increases.
This is augmented by very good liquidity, demonstrated good
execution and management in the businesses and QMI's strong market
position in Quebec which has facilitated a convergence of content
and distribution to produce very good operating results.
Nevertheless, QMI faces new execution risks, increasing
competition in maturing products, and ongoing capital expenditures
on the wireless build-out and another spectrum auction.

                          Rating Outlook

The ratings outlook is stable, reflecting a balance of positive
momentum provided by strong results in the cable business and the
potential of future cash drains given growth aspirations and
shareholder return requirements.

                What Could Change the Rating -- Up

For an upgrade to be considered, it would be preferable that QMI
have a stable business platform with growth expected to come
primarily from organic developments.  With that and were TD/EBITDA
expected to be in the sub 3.0x range, FCF/TD over 5%, RCF/TD
maintained in excess of 20%, and (EBITDA-CapEx)/Interest improved
to above 2.5x -- in all cases on a sustainable basis -- a ratings
upgrade may be considered

               What Could Change the Rating -- Down

Should TD/EBITDA approach 3.5x, FCF/TD be close to break even and
RCF/TD trend towards 15%, in all cases on a sustainable basis, the
ratings may be subject to downwards pressure.  As well,
significant debt-financed acquisition activity or adverse
liquidity events may prompt an adverse ratings adjustment.

                        Corporate Profile

Headquartered in Montr‚al, Canada, Quebecor Media Inc. is
a privately held leading Canadian media holding company.
Through its operating companies, QMI has activities in cable
distribution, wireline and wireless telecommunications
(Videotron Ltee), newsmedia (including newspaper publishing
at Sun Media Corporation and Osprey Media Inc. and Canoe
Inc.'s Internet portal), television broadcasting (TVA Group
Inc.), book, magazine and video retailing, publishing and
distribution, music recording, production and distribution,
leisure and entertainment and interactive media services
(Nurun).


RCC SOUTH: Can Continue Using Cash Collateral Until January 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, upon
consideration of the agreement between RCC South, LLC, and iStar
FM Loans LLC has granted the Debtor permission to continue using
iStar's cash collateral pursuant to the terms and conditions of
the Stipulated Cash Collateral Order entered by the Bankruptcy
Court on October 1, 2010, in accordance with a budget for the
period November 1, 2010, through January 31, 2010.

As reported in the Troubled Company Reporter on August 9, 2010,
the Debtor said iStar is adequately protected because the use of
its cash collateral to operate and maintain the Debtor's Property
(consisting of two Class "A" office buildings and the related
corporate campuses known as Phase III and Phase IV of the Raintree
Corporate Center in Scottsdale, Arizona) will protect its interest
in the Property as well as protect it against any decrease in the
Property's value.

A complete text of the order approving the extended budget
pursuant to the stipulated cash collateral order dated October 1,
2010, which includes a cash collateral budget for the operating
period from November 1, 2010, through January 31, 2010, is
available for free at:

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

Scottsdale, Arizona-based RCC South, LLC, filed for Chapter 11
bankruptcy protection on July 27, 2010 (Bankr. D. Ariz. Case No.
10-23475).  John J. Hebert, Esq., at Polsenelli Shughart, P.C.,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $50 million to $100 million as
of the Petition Date.


RCC SOUTH: Files Disclosure Statement; Jan. 20 Hearing Set
----------------------------------------------------------
A Chapter 11 Plan of Reorganization and Related Disclosure
Statement Plan having been filed by RCC South, LLC, on
November 24, 2010, the U.S. Bankruptcy Court for the District of
Arizona has set a hearing to consider approval of the Disclosure
Statement for January 20, 2011, at 10:00 a.m., to be held at the
United States Bankruptcy Court, 230 North First Avenue, 7th Floor,
Courtroom 701, in Phoenix, Arizona.  Once approved, the Disclosure
Statement will be distributed with the Debtor's proposed Plan for
voting.

The last day for the filing of written objections to the
Disclosure Statement will be five (5) business days prior to
January 20, 2011.

Creditors whose claims are not listed or whose claims are listed
as disputed, contingent, or unliquidated as to amount and who
desire to participate in the case or share in any distribution
must file their proof of claim prior to the approval of the
Disclosure Statement, which date is hereby fixed as the last day
for filing a proof of claim, unless a different last date to file
claims has been previously ordered.

As contemplated under the Plan, the Debtor intends to continue
operating its Class "A" property, from which it currently derives
income from tenants.  The Plan will be funded by operations of the
Real Property and a capital infusion in the amount of the New
Value by Raintree Corporate Center Holdings, LLC ("RCCH"), the
Debtor's sole member.  As a showing of good faith and commitment
to the Plan, RCCH will place $250,000 in "escrow" in the trust
account of the Debtor' bankruptcy counsel on or before the
Confirmation Date.  These funds will become a part of the Estate
and will fund the New Value contribution obligations at
confirmation only in the event that RCCH is the successful bidder
for the equity interests in the Reorganized Debtor.

Pursuant to the Plan terms, with the exception of Class 1-A
through 1-C (the "Priority Claims"), all creditors are impaired.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1.   Priority Claims.  All Claims will be paid in full, in
          cash, on or before the Effective Date.

Class 2-A. Allowed Secured Claim of iStar.  The amount of iStar's
          Allowed Secured Claim will be limited to the value of
          its collateral, which the Debtor believes to be in the
          range of $38 million and $47 million. The remainder of
          iStar's Allowed Claim will be treated as a general
          unsecured claim in Class 5. The Debtor intends to pay
          iStar's Allowed Secured Claim in full, with interest,
          over a period of seven (7) years. Monthly principal and
          interest payments will be based upon a 25 year
          amortization schedule with interest at the Plan Rate. On
          the New iStar Note Maturity Date, all remaining amounts
          of principal and interest due under the New iStar Note
          will be immediately due and payable, and will be paid by
          the Debtor to iStar either through a sale of the Real
          Property or through refinancing of the Real Property.

Class 2-B. Allowed Allowed Secured Claim of Maricopa County for
          real property taxes.  The Claim of Maricopa County will
          be paid in equal quarterly payments of principal and
          interest over a term of 1 year.

Class 2-C. Allowed Secured Claim of Fennemore Craig.  On the
          Effective Date of the Plan, Fennemore Craig will be
          entitled to apply its collateral (consisting of a cash
          retainer in the amount of $25,000) to the principal
          amount of its claim of $2,600 plus any accrued interest.

Class 2-D. Allowed Secured Claim of Larson Allen.  On the
          Effective Date of the Plan, Larson Allen will be
          entitled to apply its collateral (consisting of a cash
          retainer in the amount of $25,000) to the principal
          amount of its claim of $2,940 plus accrued interest.

Class 2-E. Allowed Secured Claim of Sonoran Pacific.  The Claim of
          Sonoran Pacific of roughly $7,200, which is secured by
          certain furniture owned by the Debtor, will be paid in
          full, with interest at the Plan Rate, over a period of
          twelve (12) months beginning on the Effective Date of
          the Plan.

Class 3.   Allowed Claim of Laser Spine.  The Claim of Laser Spine
          for unreimbursed tenant improvement costs and expenses
          in the amount of roughly $357,300 will be satisfied and
          paid in full by setting these off against the monthly
          rent owing by Laser Spine to the Debtor pursuant to a
          10-month schedule until Laser Spine's Claim is paid in
          full.

Class 4.   Tenant Security Deposits.  Valid and enforceable tenant
          deposits will be paid to tenants within 90 days of the
          later of either (a) the date that the Debtor determines
          the appropriate amount of the security deposit to be
          returned or (b) the date the tenant vacates its
          premises.

Class 5.   Unsecured Claims.  First, Allowed Unsecured Claims will
          share, pro-rata, in a distribution of the sum of
          $500,000 in cash paid by the Reorganized Debtor on the
          90th day following the Effective Date of the Plan.
          Second, the Reorganized Debtor will issue to each holder
          of an Allowed Unsecured Claim its pro rata portion of a
          $3 million subordinated debenture payable to holders of
          Allowed Unsecured Claims (the "Subordinated Debenture").
          The Subordinated Debenture will not accrue interest and
          will be secured by a second position lien in and to
          the Real Property, subject only to real property taxes
          and the Allowed Secured Claim of iStar.  The Reorganized
          Debtor will not be required to make periodic payments to
          the holders of the Subordinated Debenture.  However, the
          Subordinated Debenture will be fully due and payable on
          the 7th anniversary of the Effective Date of the Plan or
          upon the sale or refinancing of the Real Property.

Class 6.   Interest Holders. The Debtor's sole member is RCCH.
          RCCH will purchase the equity interests in the
          Reorganized Debtor by the contribution of cash to the
          Reorganized Debtor, on the Effective Date, in the amount
          of $5,500,000 (i.e., the New Value).  If the Court
          determines that, under the circumstances, the New Value
          to be contributed by RCCH is insufficient, or that other
          parties-in-interest should be allowed to bid for the
          equity interests in the Reorganized Debtor, then other
          interested parties may bid for the equity interests in
          the Reorganized Debtor. The auction of the equity
          interests in the Reorganized Debtor will be held at the
          time of the Confirmation Hearing in the courtroom, with
          the Court presiding over the bidding.

A complete text of the Disclosure Statement is available for free
at http://bankrupt.com/misc/RCCSouth_DS.pdf

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection on July 27, 2010
(Bankr. D. Ariz. Case No. 10-23475).  John J. Hebert, Esq., at
Polsenelli Shughart, P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


REMEDIATION FINANCIAL: Plan Outline Hearing Continued to March 31
-----------------------------------------------------------------
In a minute entry dated December 1, 2010, Judge Charles G. Case II
of the U.S. Bankruptcy Court for the District of Arizona continued
anew to March 31, 2011, at 11:00 a.m., the hearing on the amended
disclosure statement which was filed by Alisa C. Lacey of Stinson
Morrison LLP on behalf of Bermite Recovery, LLC, Remediation
Financial, Inc., RFI Realty, Inc., and Santa Clarita, LLC.  The
minute entry provided no other details.

As reported in the Troubled Company Reporter on June 24, 2010, the
Plan implements the key agreements entered into by the Debtors
during the Chapter 11 proceedings, which create a very substantial
fund for the remediation of the real property, provide for the
sale of substantially all of the Debtors' assets, and otherwise
settle and resolve claims.

The Plan provides for the payment in full of all administrative
claims and expenses and all other claims.  Sale proceeds will be
used to pay past or future priming liens as may be necessary to
fund operating and administrative payments.  The necessity for the
priming liens is reduced to the extent that administrative and
operating expenses are able to be funded from unencumbered sources
and from the buyer's periodic payments made under SunCal Santa
Clarita, L.L.C. PSA.  The Debtors expect to need to draw a priming
lien to the extent that unencumbered sources and the interim
payments under the SunCal PSA are insufficient to provide for
adequate budgeted reserves, and meet administrative and operating
obligations.

The Posta Bella Lenders Settlement budgeted for operating and
administrative expenses and provided sources for the expenses both
in the monthly budget and budgeted from the sales proceeds at
closing of a sale of a real property.

Claims for remediation, as the claims of the Castaic Lake Water
Agency litigation settlement Agreement Plaintiffs and The
California Department of Toxic Substances Control are to be funded
as directed and provided in the CCSA and CLWA settlement from the
funds om deposit in SF Escrow 1 and SF Escrow 2 and other sources
for remediation.

The Plan does not provide for any distribution on account of
claims made by insider unsecured creditors.

The Plan allocates an amount for unsecured claims that are not for
remediation in the Santa Clarita, L.L.C. estate as a percentage
(3.28%) of funds remaining, which are funds available for
distribution after payment of higher priority claims.  The Debtors
estimate that the allocation with produce funds totaling
$1 million to non-insider SCLLC unsecured claims.  The Debtors do
not believe that non-insider SCLLC allowed claims will be paid in
full.

The Plan provides for no distribution to holders of interests.
The Plan provides for interests to remain subject to the voting
trust until the bankruptcy cases are closed.

Pursuant the CCSA, Bermite Recovery, L.L.C., has the right to
borrow up to $7 million secured by a lien with priority over all
existing liens.  The Debtors have negotiated with First Credit
Bank to provide a first position secured credit facility to
Bermite for up to $7 million in the event the financing is
necessary.  The Debtors do not intend to draw the FCB line unless
the buyer terminates the SunCal PSA.

A full-text copy of the Disclosure Statement is available for free
at http://researcharchives.com/t/s?4a8a

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc., now
known as RFI Realty, Inc., is a real estate developer.
Remediation Financial and Santa Clarita, L.L.C., filed for
Chapter 11 bankruptcy protection on July 7, 2004 (Bankr. D. Ariz.
Case No. 04-11910).  RFI Realty Inc. filed on June 15, 2004
(Bankr. D. Ariz. Case No. 04-10486) and Bermite Recovery LLC filed
on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04-17294).  The cases
are jointly administered under RFI Realty Inc.

C. Taylor Ashworth, Esq., Alisa C. Lacey, Esq., Christopher
Graver, Esq., at Stinson Morrison Hecker LLP, in Phoenix, Ariz.,
represent the Debtors in their restructuring effors.

No official committee of unsecured creditors has been appointed in
this case.  Remediation Financial estimated assets of more than
$100 million and debts of $10 million to $50 million in its
Chapter 11 petition.


REALOGY CORPORATION: Consents for Exchange Offers Due Dec. 14
-------------------------------------------------------------
In connection with Realogy's previously announced exchange offers
and consent solicitations with respect to its outstanding 10.50%
Senior Notes due 2014, 11.00%/11.75% Senior Toggle Notes due 2014
and 12.375% Senior Subordinated Notes due 2015, the Company has
made certain amendments to the Exchange Offers set forth in a
supplement dated December 10, 2010, to the confidential offering
memorandum dated November 30, 2010, as supplemented on December 6,
2010.

a. Extension of Consent Time: The consent deadline for the
    Exchange Offers has been amended from 5:00 p.m. on
    December 13, 2010, to 5:00 p.m. on December 14, 2010.

b. Amendment to the Convertible Notes Limit: The maximum
    aggregate principal amount of Existing Notes that may be
    tendered for Convertible Notes in the Exchange Offers has been
    amended to be $2.3 billion, from $2.2 billion as previously
    disclosed.

Eligible Holders that validly tender their Existing Notes and
deliver their consents after the Consent Time but at or prior to
the Expiration Time will be eligible to receive only the exchange
consideration of, at the election of such Eligible Holder and
subject to the Convertible Notes Limit and any resulting
Proration:

    1) $950 principal amount of New 11.50% Senior Cash Notes or
       $950 principal amount of Series A Convertible Notes for
       each $1,000 principal amount of Existing Senior Cash Notes,

    2) $950 principal amount of New 12.00% Senior Cash Notes or
       $950 principal amount of Series B Convertible Notes for
       each $1,000 principal amount of Existing Senior Toggle
       Notes and

    3) $950 principal amount of New Senior Subordinated Notes or
       $950 principal amount of Series C Convertible Notes for
       each $1,000 principal amount of Existing Senior
       Subordinated Notes.

Prior to the settlement date for the Exchange Offers, Domus
Holdings Corp., a Delaware corporation and the indirect parent of
Realogy will amend and restate its certificate of incorporation to
reclassify all of its existing common stock into Class A Common
Stock, par value $0.01 per share and Class B Common Stock, par
value $0.01 per share.  Shares of Class B Common Stock will have
five votes per share and shares of Class A Common Stock will have
one vote per share.  The Convertible Notes will be convertible at
any time at the option of the holders thereof, in whole or in
part, into shares of Class A Common Stock at a conversion rate of

     i) 975.6098 shares of Class A Common Stock per $1,000
        principal amount of Series A Convertible Notes and Series
        B Convertible Notes and

    ii) 926.7841 shares of Class A Common Stock per $1,000
        principal amount of Series C Convertible Notes.

                        About Realogy Corp.

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

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

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

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

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


RHI ENTERTAINMENT: Wants Logan & Co. as Claims & Noticing Agent
---------------------------------------------------------------
RHI Entertainment, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Logan & Company, Inc., as claims and noticing agent.

Logan will, among other things:

     (a) notify potential creditors of the commencement of these
         Chapter 11 Cases and of the setting of the date for the
         first meeting of creditors;

     (b) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial affairs
         listing the Debtors' known creditors and amounts owed
         thereto;

     (c) notify potential creditors of the existence and amount of
         Their respective claims as evidenced by the Debtors'
         books and records; and

     (d) furnish a notice of the last date for filing of proofs of
         claim and a form for filing of a proof of claim, after
         notice and form are approved by the Court.

The Debtors have made an advance payment to Logan in the amount of
$35,000 to be applied to Logan's final invoice for services
rendered and expenses incurred in these Chapter 11 cases.

Kathleen M. Logan, President of Logan, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No. 10-
16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No. 10-
16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y. Case
No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.


RHI ENTERTAINMENT: Wants DIP Financing & Cash Collateral Use
------------------------------------------------------------
RHI Entertainment, Inc., et al., seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
postpetition secured financing from JPMorgan Chase Bank, N.A., as
the DIP agent, JPMorgan Securities Inc. as the lead arranger, and
certain financial institutions designated as lenders under the DIP
Credit Agreement.

The DIP lenders have committed to provide up to $7.5 million on an
interim basis and up to $15 million on a final basis.  A copy of
the DIP financing is available for free at:

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

D. J. Baker, Esq., at Latham & Watkins LLP, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature six months from the petition date.
The DIP facility will incur interest at a floating rate equal to,
at the Debtors' option: (i) the Alternate Base Rate (which is the
highest of (a) the DIP Agent's Prime Rate, (b) the Federal Funds
Effective Rate plus 1/2 of 1.00%, and (c) one-month LIBOR plus
1.00%), plus (in each case) 5.00%; or (ii) one-month LIBOR plus
6.00%.  LIBOR will at all times be subject to a 2.00% floor.  In
the event of default, the Debtors will pay an additional 2%
default interest per annum.

Conditions precedent to the initial extension of credit include
(i) entry of the interim court order, (ii) execution of definitive
documentation in form and substance satisfactory to the DIP
Lenders and the DIP Agent, (iii) entry of satisfactory "first day
orders," including authorization of the matters authorized in the
Interim Order, including the carve-out and assumption of only
prepetition contracts as are satisfactory to the DIP Agent,
(iv) delivery of customary legal opinions and satisfactory lien
searches, (v) payment of (a) 50% of the Up-Front Fees and (b) all
other fees and expenses then due and payable by the Debtors to the
Administrative Agent and or Lenders, (vi) the DIP Agent's
satisfaction with a business plan, containing forecasted financial
statements covering an 18-month period commencing with the date of
the entry of the Interim Order, (vii) the DIP Agent's receipt from
the Debtors of a forecast of the Debtor's and guarantors'
anticipated cash receipts and disbursements and setting forth the
anticipated uses of the commitment for the period through the
outside Maturity Date on a monthly basis in form and substance
satisfactory to the DIP Agent in its sole and absolute discretion
and a 13-week cash flow projection satisfactory to the DIP Agent,
and (viii) except to the extent temporarily suspended by the DIP
Agent, delivery of Notices of Assignment to the obligor with
respect to each receivable included in the borrowing base.

Conditions with respect to each extension of credit include
(i) entry of the final court order authorizing, among other
things, borrowings in excess of the amounts authorized by the
Interim Order with the lien priorities described below; (ii) no
default and accuracy of representations and warranties; (iii)
payment of fees; (iv) both immediately prior to and immediately
subsequent to the extension of credit, the sum of the aggregate
outstanding amount of direct borrowings under the revolving
commitment plus the undrawn amount of outstanding letters of
credit does not exceed the borrowing base; (v) both immediately
prior to and immediately subsequent to the extension of credit,
there does not exist any excess cash; (vi) a chief restructuring
officer or strategic planning officer reasonably satisfactory to
the DIP Agent and the requisite lenders under the DIP Facility
pursuant to documentation satisfactory to the DIP Agent and the
required lenders remains employed pursuant to the terms of its
original engagement; and (vii) the Interim Order and the Final
Order, as applicable, remain in full force and effect.

The Debtors propose to grant to the DIP Agent for its benefit and
for the benefit of the DIP Lenders superpriority claims payable
from, and having recourse to, all prepetition and postpetition
property of the Debtors' estates and all proceeds thereof.

The DIP lien is subject to a carve-out for U.S. Trustee fees of up
to $75,000; up to $1 million in fees payable to professional
employed in the Debtors' case; and $50,000 in fees of the
committee in pursuing actions challenging the DIP Lenders' lien.

The Debtors have agreed to pay these fees:

   a. Upfront and Arrangement Fees: (i) in the case of each
      prepetition senior secured lender which provides a Revolving
      Commitment, in an amount such that its pro rata portion of
      the total revolving commitments, meets or exceeds the
      Lender's pro rata share of the total commitments under the
      prepetition first priority credit agreement, 3.00% of the
      lender's revolving commitments and (ii) in the case of all
      other DIP Lenders, 2.00% of each the lender's revolving
      commitments.  With respect to arrangement fees, the Debtors
      agreed to pay a fee, as consideration for the arranger's
      structure, arrangement and syndication of the DIP Facility,
      equal to the greater of (i) 2.00% of the Total Commitments
      and (ii) $300,000.

   b. Commitment Fees: The DIP Agent will receive for the account
      of each lender on the last business day of each month prior
      to the termination date and on the termination date, an
      aggregate fee of 1.00% per annum on the average daily amount
      by which the lender's commitment exceeds the sum of the
      principal balance of the lender's outstanding Loans plus the
      lender's pro rata share of all L/C Exposure during the
      preceding period or quarter.

   c. Letter of Credit Fees: The DIP Agent will receive for the
      benefit of the DIP Lenders a commission computed at a rate
      per annum equal to the applicable margin for LIBOR loans on
      the undrawn portion of the L/C Exposure.  In addition, the
      issuing bank will receive for its own account a fronting fee
      of 0.25% per annum of the L/C Exposure, payable quarterly in
      arrears to the issuing bank for its own account.  Each
      issuing bank will also receive documentary and processing
      fees with respect to the issuance, amendment, transfer or
      any other transaction related to each Letter of Credit and
      each drawing made thereunder.

   d. Extension Fees: A fee equal to 0.50% of the face amount of
      the total revolving commitments with respect to any of the
      two potential three-month extensions of the Maturity Date.

   e. Other Fees: The DIP Agent will receive (a) an annual
      administration fee equal to $200,000, and (b) an annual
      collateral monitoring fee equal to $75,000, which fees will
      be paid to the DIP Agent annually in advance, with the first
      installment due and payable upon entry of the Interim Order.

The Debtors will pay or reimburse the DIP Agent and Lead Arranger
for (a) all reasonable fees and expenses of the DIP Agent and Lead
Arranger associated with the syndication of the facilities and the
preparation, execution, delivery and administration of the DIP
Documents and any amendment or waiver with respect thereto and
(b) all reasonable fees and expenses of the DIP Agent and the DIP
Lenders in connection with the enforcement of and preservation of
rights under the DIP Documents.  The Debtors will also pay or
reimburse the DIP Agent and Lead Arranger for reasonable fees and
expenses of the DIP Agent's and Lead Arranger's respective
internal and third-party auditors, counsel, appraisers, advisors
and consultants.

As security for the DIP Obligations, the DIP Lenders will be
granted: (i) valid, binding, continuing, enforceable, fully-
perfected first priority senior security interests in and liens
upon all pre- and postpetition property of the Debtors, whether
existing on the Petition Date or thereafter acquired, that, on
or as of the Petition Date is not subject to a valid, perfected
and non-avoidable lien under applicable non-bankruptcy law;
(ii) valid, binding, continuing, enforceable, fully-perfected
security interests in and liens upon all pre- and postpetition
property of the Debtors, whether now existing or hereafter
acquired, that is subject to valid, perfected and unavoidable
liens in existence immediately prior to the Petition Date; and
(iii) valid, binding, continuing, enforceable, fully-perfected
first priority senior priming security interests in and lien upon
substantially all pre- and postpetition property of the Debtors.

The DIP Credit Agreement includes among its Events of Default
(i) the Debtors' failure to file the Prepack Plan on or prior to
the date that is 10 days after the Petition Date; (ii) failure to
effect confirmation of the Prepack Plan on or prior to the date
that is 75 days after the Petition Date; and (iii) the Effective
Date of the Prepack Plan not occurring by the date that is 20 days
after such confirmation.

The DIP lien is subject to a Carve-Out for U.S. Trustee and Clerk
of Court fees of up to $75,000; up to $1 million in fees payable
to professional employed in the Debtors' case; and $50,000 in fees
of the committee in pursuing actions challenging the DIP Lenders'
lien.

Cash Collateral Use

The Debtors want to use cash collateral until the earlier of
(a) the date a final order is entered granting or denying the
Motion and (b) the occurrence and continuation of an Order Event
of Default.  The Debtors need to use the Cash Collateral to
provide additional liquidity.

As of the Petition Date, the Debtors were indebted to JPMorgan
Chase Bank, N.A., as issuing bank, and JPMCB as administrative
agent and collateral agent, (a) an aggregate principal amount of
not less than $514,588,646.71  in respect of loans made by the
Prepetition First Priority  Lenders under the Prepetition First
Priority Credit Agreement, (b) $3,384,990 in undrawn available
amounts under letters of credit issued pursuant to the Pre-
Petition First Priority Credit Agreement for which the Pre-
Petition Issuing Bank and Prepetition First Priority Lenders have
credit exposure, (c) $19,582,558 owed to the Prepetition Swap
Counterparties under the Prepetition Swap Agreements, and
(d) for $31,652,218.33 owed to the Prepetition First Priority
Creditors on account of interest, fees and expenses accrued on or
before November 30, 2010, in each case.

In exchange for the use of cash collateral, the Prepetition First
Priority Agent for the benefit of the Prepetition First Priority
Creditors will be granted a replacement security interest in and
lien upon all the Collateral.  To the extent the First Priority
Adequate Protection Liens are insufficient to provide adequate
protection, the Prepetition First Priority Agent will be granted,
subject to the Carve Out, superpriority claims.  The Prepetition
First Priority Agent will also receive from the Debtors current
cash payments of all reasonable out-of-pocket costs and expenses
incurred by the Prepetition First Priority Agent, whether before
or after the Petition Date.

As of the Petition Date, the Debtors were indebted under the
second-lien term loan with the lenders party thereto and
Wilmington Trust FSB as administrative agent and collateral agent
in the aggregate principal amount of $75 million.

The Second Priority Agent for the benefit of the Pre-Petition
Second Priority Creditors will be granted a replacement security
interest in and lien upon all the Collateral, subject and
subordinate only to (A) the DIP Liens and the Prior Liens, (B) the
Prepetition Senior Guild Liens on the applicable Pre-etition
Senior Guild Collateral, (C) the Senior Guild Adequate Protection
Liens on the applicable Prepetition Senior Guild Collateral,
(D) the Prepetition First Priority Liens, (E) the First Priority
Adequate Protection Liens, and (F) the Carve Out.  To the extent
the Second Priority Adequate Protection Liens are insufficient to
provide adequate protection, the Prepetition Second Priority Agent
for the benefit of the Prepetition Second Priority Creditors will
be granted, subject to the Carve Out, superpriority claims junior
to (A) the DIP Superpriority Claims and (B) the First
Superpriority Claims.  The Pre-Petition Second Priority Creditors
will receive from the Debtors current cash payments of all
reasonable out-of-pocket costs and expenses incurred by the Pre-
Petition Second Priority Agent and the other Prepetition Second
Priority Creditors, whether before or after the Petition Date, as
provided in the Prepetition Second Priority Credit Documents
including, but not limited to, the reasonable fees and
disbursements of counsel and other consultants for the Prepetition
Second Priority Agent and the other Pre-Petition Second Priority
Creditors, not to exceed $250,000 in the aggregate.

Certain of the Debtors had made commitments to the Screen Actors'
Guild, Inc., the Writers' Guild of America West, Inc., for itself
and on behalf of its affiliate, the Writers' Guild of America
East, Inc., and the Directors' Guild of America, Inc., with
respect to obligations owed under certain collective bargaining
agreements.  The total obligations of the Debtors to the Guilds
regardless of perfection or priority is not less than $19,939,374.

As adequate protection, each Guild holding senior Prepetition
Guild Claims, for its own benefit and not for the benefit of any
other Guild, will be granted a replacement security interest in
and lien upon any picture in which it holds a Prepetition Senior
Guild Lien up to the amount of its prepetition claim against the
Picture, subject and subordinate only to (I) the DIP Liens and the
Prior Liens and (II) the Carve Out.  As adequate protection, each
Guild holding junior Prepetition Guild Claims for its own benefit
and not for the benefit of any other Guild, will be granted a
replacement security interest in and lien upon any Picture in
which it holds a Prepetition Junior Guild Lien.  To the extent a
Senior Guild Adequate Protection Lien is insufficient to provide
adequate protection, the Senior Secured Guild holding such Senior
Guild Adequate Protection Lien will be granted, subject to the
Carve Out, a superpriority claim junior to the DIP Superpriority
Claims and Carve-Out.  As additional adequate protection, (a) to
the extent any residuals accrue on any Picture after the Petition
Date the Debtors will pay to the applicable Guild(s), solely from
the cash proceeds of the Picture received by the Debtors after the
Petition Date, the Guild's percentage entitlement to a portion of
the cash proceeds solely on a current, uncrossed, single-Picture,
Picture-by-Picture, union by union basis, and (b) the Debtors will
direct that any checks issued by the Debtors prior to the Petition
Date, which represent accrued residuals on any Picture and which
remain uncashed as of the Petition Date shall be honored by the
applicable bank or the Debtors will reissue the checks after the
Petition Date.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No. 10-
16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No. 10-
16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y. Case
No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.


RIATA RESOURCES: Secures Forbearance From Canadian Western Bank
---------------------------------------------------------------
Calgary, Alberta-based Riata Resources Corp. (TSX VENTURE: RTR)
advises that it has been issued a Demand Notice by the Canadian
Western Bank whereby Riata has been given a notice period up to
January 3, 2011, to provide the Bank with a signed proposal for
repayment of its Demand Loan with a current balance outstanding of
$299,399.59.  The Company intends to comply with the demand and
will submit a loan repayment proposal within the prescribed
timeframe.  The terms of repayment set out in the proposal will be
captured in a Forbearance Agreement.  If Riata should breach any
of the repayment terms set out in the Forbearance Agreement, the
bank will have a right to immediately foreclose.

Riata is engaged in the acquisition and exploration of oil and gas
properties.


RICKY MURRAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ricky Verlin Murray
        Connie Broughton Murray
        3605 Canter Lane
        Raleigh, NC 27604

Bankruptcy Case No.: 10-10143

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.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' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-10143.pdf


RMAA REAL ESTATE: Petitioners Barred From Filing Bankruptcy
-----------------------------------------------------------
Judge Robert G. Mayer rules that John Paul Forest, II, and
StahlZelloe, P.C., are disqualified for further representation of
RMAA Real Estate Holdings, LLC, Brevon Developers, Inc., Roger
Amendola, Brett Amendola, Janet Amendola, and Maureen Amendola or
any of them for a period two years from entry of the Court's
order.

Judge Mayer also rules that the Amendolas and Brevon Developers
are each prohibited from and enjoined not to -- with some or all
of the others or with any other individual or entity -- commence,
join in, prosecute, encourage or participate in any bankruptcy
filing or any bankruptcy case by or against RMAA Real Estate
Holdings, LLC.

A copy of the Court's December 10, 2010 Memorandum Opinion is
available at http://is.gd/iK1mefrom Leagle.com.

Access National Bank sought against the three petitioners and
their counsel.

Ashburn, Virginia-based RMAA Real Estate Holdings, L.L.C., was
placed into involuntary Chapter 11 bankruptcy (Bankr. E.D. Va.
Case No. 10-16505) on August 3, 2010, by three creditors allegedly
owed $295,000.  The petitioning creditors Brevon Developers, Inc.,
Brett Anthony Amendola, and Roger Amendola assert breach of
contract claims.  They are represented by John Paul Forest, II,
Esq., at Stahl Zelloe, P.C., in Fairfax, Virginia.

RMAA faced another involuntary Chapter 11 petition (Bankr. E.D.
Va. Case No. 10-17701) on September 13, 2010.  The petitioning
creditor, Socrates Torres, asserts a breach of contract claim for
$15,470.


ROCK & REPUBLIC: Deal With Bluestar Alliance Fell Through
---------------------------------------------------------
ApparelNews.net, citing a December 10 article in the New York
Post, relates that the deal between New York-based investor
Bluestar Alliance and Rock & Republic founder Michael Ball has
fallen through.

The report relates that Bluestar Alliance, whose subsidiary GR
Acquisition LLC was working on the deal valued at between $33
million and $48 million, had an exclusive bargaining window until
Dec. 17, 2010.

According to the report, Rock & Republic will probably be
auctioned off in U.S. Bankruptcy Court in New York some time next
year after several potential buyers took a look at the company and
failed to make an offer.  GR Acquisition was interested in buying
the brand name and then licensing it back to Ball for the blue
jeans market, sources said.

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11729).

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until November 15, 2010, and its exclusive period
to solicit acceptances of that plan until January 14, 2011.  Rock
& Republic has said it is in talks with a newly formed entity
called GR Acquisition LLC, which offered to purchase its assets
for at least $33 million.


RONALD GILBERT: Confirmed Plan Calls for Dec. 16 Auction
--------------------------------------------------------
Judge Thomas B. Bennett confirmed the Second Amended Creditor's
Plan of Reorganization for Ronald Clayton Gilbert, Sr., proposed
by Rogina Investment Corporation.

The Plan provides for the auction and sale of the Debtor's
interest in a parcel of property located at the southeast corner
of U.S. Highway 31 and Lorna Road in Hoover, Alabama.  The
property represents the Debtor's "most valuable asset and only
significant income."

The starting bid for the Auction is $1,185,000.

The Property will be sold pursuant to Section 363 of the
Bankruptcy Code free and clear of all liens, claims, encumbrances,
and other interests, subject only to a ground lease and the
exceptions listed in the deed.

The auction will be conducted beginning at 10:00 a.m. (prevailing
Central time) on December 16, 2010, at the offices of the
Bankruptcy Administrator, Attention: Thomas J. Corbett, Chief
Deputy, United States Bankruptcy Court, Northern District of
Alabama, Robert S. Vance Federal Building, 1800 5th Avenue North,
Birmingham, Alabama, (205) 714-3838.

The Auctioneer will be:

         Gary W. Lee
         Spain & Gillon, LLC
         2117 Second Avenue North
         Birmingham, AL 35203
         Telephone: 205-581-6206
         Facsimile: 205-324-8866
         E-mail: gwl@spain-gillon.com

All allowed claims are unimpaired under the Plan.  Class 4, the
equity interest of the Debtor, is the only impaired class.

The Court approved the Disclosure Statement on October 18, 2010,
as subsequently amended by the Court's Order of November 10, 2010.

Rogina will act as Plan Administrator under the Plan, pending
further Court order.

The Debtor did not vote for or against the Plan, but did not
object, in writing or otherwise, to the confirmation of the Plan.

A copy of the Court's December 9, 2010 Memorandum Opinion and
Order Confirming Second Amended Plan of Reorganization, as well as
sale and bid procedures, is available at http://is.gd/iKoc2from
Leagle.com.

Clanton, Alabama-based Ronald Clayton Gilbert, Sr., filed for
Chapter 11 bankruptcy (Bankr. M.D. Ala. Case No. 09-31845) on
July 13, 2009.  Michael A Fritz Sr., Esq., at Fritz & Hughes, LLC,
serves as the Debtor's counsel.  In his petition, the Debtor
listed $1 million to $10 million in assets, and $50,001 to
$100,000 in debts.


ROSEMARIE BREAULT: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rosemarie G. Breault
        2515 2nd Avenue
        Los Angeles, CA 90018

Bankruptcy Case No.: 10-62350

Chapter 11 Petition Date: December 7, 2010

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

Judge: Sheri Bluebond

Debtor's Counsel: Craig G. Margulies, Esq.
                  THE MARGULIES LAW FIRM
                  16030 Ventura Blvd Ste 470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  E-mail: cmargulies@margulies-law.com

Scheduled Assets: $1,166,940

Scheduled Debts: $2,131,806

A list of the Debtor's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-62350.pdf


ROTHSTEIN ROSENFELDT: Investors Will Split $10-Mil. Settlement
--------------------------------------------------------------
Investors who lost $160 million in Scott Rothstein's Ponzi scheme
have dropped their objection to a $10 million settlement with the
former lawyer's tax-accounting firm under a deal that awards them
half of the settlement proceeds, Dow Jones' Small Cap reports.

According to the report, the deal struck between Razorback Funding
LLC and Chapter 11 trustee Herbert Stettin, who is liquidating
Rothstein's defunct Rothstein Rosenfeldt Adler PA law firm,
resolves their competing claims to the $10 million insurance
policy of tax-accounting firm Berenfeld Spritzer Shechter & Sheer
LLP.

In separate lawsuits, the report notes, Razorback and Stettin both
claimed the insurance proceeds as damages for Berenfeld's alleged
decision to look the other way as Rothstein carried out the
$1.2 billion Ponzi scheme that landed the former Florida attorney
behind bars.  The fraud victims said they relied upon Berenfeld's
auditing reports to make their investments, the report relates.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROTECH HEALTHCARE: Commences Offer to Exchange $230 Mil. Sr. Notes
------------------------------------------------------------------
Rotech Healthcare Inc. has commenced a registered exchange offer
to exchange up to $230 million aggregate principal amount of its
Senior Secured Notes due 2015 which have been registered under
the Securities Act of 1933, as amended for any and all of its
outstanding Senior Secured Notes due 2015, which were issued in a
private placement.

Rotech agreed when it issued the Private Notes to file with the
Securities and Exchange Commission a registration statement
relating to the exchange offer pursuant to which Rotech would
offer the Exchange Notes, containing substantially identical terms
to the Private Notes, in exchange for Private Notes that are
tendered by the holders of those notes.

Any Private Notes not tendered for exchange in the exchange offer
will remain outstanding and continue to accrue interest, but will
not retain any rights under the registration rights agreement
except in limited circumstances.

The terms of the exchange offer are contained in the exchange
offer prospectus and related letter of transmittal.

The exchange offer will expire at 5:00 p.m., New York City time,
on January 10, 2011, unless extended.  Private Notes tendered
pursuant to the exchange offer may be withdrawn at any time prior
to the expiration date by following the procedures set forth in
the exchange offer prospectus.

Requests for assistance or for copies of the exchange offer
prospectus should be directed to The Bank of New York Mellon Trust
Company, N.A., the exchange agent, at (212)-815-2742.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company's balance sheet at Sept. 30, 2010, showed
$303.47 million in total assets, $63.43 million in total current
liabilities, $662,000 in deferred tax liabilities, $532,000 in
other long-term liabilities, $512.88 million in long-term debt,
and a stockholder's deficit of $279.04 million.

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

Moody's Investors Service also upgraded Rotech Healthcare's
corporate family rating and probability of default rating to Caa1
from Caa2 following the successful execution of $230 million of
senior secured notes due 2015.  In addition, Moody's upgraded
Rotech's senior subordinated notes rating to Caa2 from Caa3 and
confirmed the B1 rating on the senior secured notes.  These rating
actions conclude the review for possible upgrade initiated on
September 27, 2010.  The rating outlook is now stable.


SAINT VINCENTS: Wants Plan Filing Period Extended to April 11
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, et al.,
ask the U.S. Bankruptcy Court for the Southern District of New
York to further extend their exclusive periods: (i) to file a
Chapter 11 Plan for an additional 120 days, or until April 11,
2011, and (ii) to solicit acceptances of that Plan for an
additional 120 days, or until June 8, 2011.

This is the Debtors' second request to extend the Debtors
exclusive plan and solicitation periods.

The Debtors relate that during the last 120 days (in furtherance
of the wind down of their operations), they have made substantial
progress advancing their Chapter 11 cases by, among others,
pursuing the sales of a majority of their ongoing health care
services to third party providers, including the sale of their (i)
Certified Home Health Agency; (ii) Long-Term Home Health Care
Program; (iii) the inpatient and outpatient behavioral health
program at St. Vincent's Westchester Hospital; (iv) the nursing
home known as Bishop Francis J. Mugavero Center for Geriatric
Care; (v) the nursing home known as Holy Family Home.  During this
period, the Debtors adds that they completed the transfer of seven
behavioral health clinics with over 3,000 active patients.

The Debtors say, however, that they still need additional time to
address the day to day demands of their operations and the Chapter
11 process, and to market their remaining health care services and
other assets including the St. Elizabeth Ann's Health Care and
Rehabilitation Center in Staten Island.

The Bankruptcy Court has set a January 20, 2011 hearing to
consider the motion.  The hearing will be held before the Hon.
Cecelia G. Morris, United States Bankruptcy Judge, in Room 701 of
the United States Bankruptcy Court, Alexander Hamilton Custom
House, One Bowling Green, New York, NY 10004, on January 20, 2011,
at 2:30 p.m.

Written objections, if any, to the motion must be filed no later
than December 17, 2010, at 12:00 p.m.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SB PARTNERS: To Sell Warehouse Center to Duke for $19.5 Million
---------------------------------------------------------------
On November 30, 2010, SB Partners entered into a contract to sell
175 Ambassador Drive, a 331,089 square foot warehouse distribution
center located in Naperville, Illinois, for $19,500,000 in an all
cash transaction.  The buyer, Duke Realty, has no affiliation with
SB Partners.  The transaction was completed on December 3, 2010.
A portion of the net proceeds from the sale was used to retire the
mortgage secured by 175 Ambassador Drive.

A full-text copy of the Contract made as of the 29th day of
November, 2010 between 175 Ambassador Realty, LLC, as seller and
Duke Realty Limited Partnership as buyer is available for free at:

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

A full-text copy of the Unaudited pro forma financial statements
of the Company after giving effect to the sale of 175 Ambassador
Drive is available for free at:

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

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

In addition, the Company has a 30% interest in Sentinel Omaha,
LLC.  Sentinel Omaha is a real estate investment company which
currently owns 24 multifamily properties and 1 industrial property
in 17 markets.  Sentinel Omaha is an affiliate of the
partnership's general partner.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton,
Connecticut, expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on February 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing


SCOTTS MIRACLE-GRO: Moody's Assigns 'B1' Rating to $200 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Scotts Miracle-
Gro Company $200 million senior unsecured note and affirmed all
other ratings, including the Ba2 CFR and PDR, B1 on the existing
senior unsecured notes and SGL 2 speculative grade liquidity
rating.  The outlook is positive.

Proceeds from the $200 million notes will be used to repay amounts
outstanding under the revolving credit facility ($110 million),
term loan ($60 million), and for general corporate purposes
(roughly $25 million) and transaction fees.

The positive outlook recognizes the improvement Scott's has made
over the last year in its earnings and capital structure.
"Importantly, the positive outlook reflects Moody's view that
these improvements should continue in the near to mid-term as
Scott's has shed non-core assets, furthers its costs efficiency
efforts and regional product focus and continues to capitalize on
its strong market position in the consumer lawn & garden sector,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.  Scott's commitment to maintaining unadjusted average
financial leverage between 2x and 2.5x is also considered in the
positive outlook.  "We believe Scott's will adjust its share
repurchases to remain within this targeted leverage range," added
Cassidy.

The rating could be upgraded if credit metrics are maintained at
current levels in the mid-term despite expected higher raw
material prices and possible weather fluctuations.  Staying within
the targeted unadjusted leverage goal is also necessary for us to
consider an upgrade as is the refinancing of its revolving credit
facility well before its February 2012 due date.  A commitment to
not increase leverage above the targeted range to fund shareholder
returns would also be necessary for an upgrade to be considered.

A downgrade is not likely in the near to mid-term.  The rating
could be stabilized if the company were to increase leverage for a
shareholder return or if credit metrics were to unexpectedly
deteriorate to previous levels with adjusted leverage over 3x for
a sustained period.  Failure to stay within its targeted
unadjusted leverage target over the longer term could also cause
the outlook to be stabilized.

                         Rating Rationale

The Ba2 corporate family rating reflects Scott's strong market
position, efficient operational platform, strong customer
relationships and commitment to brand support and product
development.  The ratings are constrained by the seasonality of
its earnings and cash flows, weather dependency, exposure to
volatile raw materials prices, and by its highly concentrated
customer base.  In addition, Moody's believes that Scott's will
likely use its excess cash flow over the medium term for share
repurchases or targeted acquisitions, rather than being less
reliant on its revolver for seasonal working capital needs.
Nevertheless, Moody's recognizes the long-term favorable growth
trends for lawn and garden products driven by favorable
demographic and macro economic trends, and expects Scott's credit
metrics to essentially remain at current levels over the medium
term, or slightly improve depending on raw material prices.

The B1 rating of the senior unsecured notes reflects both the
overall probability of default of the company, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD 5.  Moody's
used a 50% family LGD rate as the company's capital structure
consists of both unsecured and secured obligations.  The notes are
pari passu with the existing unsecured notes in all aspects.  The
ratings of the unsecured notes also reflect the senior position of
the revolver in the capital structure.

This rating was assigned:

  -- $200 million senior unsecured notes rating at B1 (LGD5, 86%);

These ratings were affirmed/assessments revised:

  -- Corporate Family Rating at Ba2;

  -- Probability of Default Rating at Ba2;

  -- $200 million senior unsecured notes rating at B1 (LGD5, 86%
     from 89%);

  -- Speculative grade liquidity rating at SGL 2

The last rating action was on January 11, 2010, where Moody's
rated Scott's $200 million senior unsecured notes B1 and initiated
a Ba2 CFR and PDR.

Located in Marysville, Ohio, Scott's is a manufacturer and
marketer of consumer lawn care and garden products, primarily in
North America and in Europe.  Scott's also operates the Scotts
Lawn Service business and sells professional products.  Revenue
for the year ended September 30, 2010, approximated $3.1 billion.


SCOTTS MIRACLE-GRO: S&P Raises Corporate Credit Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Ohio-based The Scotts Miracle-Gro Co. to 'BB'
from 'BB-'.  The outlook remains positive.

At the same time, S&P assigned a 'BB-' unsecured rating to the
company's proposed $200 million senior unsecured notes due 2020.
S&P assigned a '5' recovery rating to the notes, indicating its
expectation for modest (10%-30%) recovery for noteholders in the
event of a payment default.

The company has stated that it will use the proceeds from the
proposed unsecured notes to repay a portion of its borrowings
under its existing senior secured credit facilities.  The new 10-
year notes will also extend the company's debt maturities as the
senior secured credit facility matures in 2012.

"S&P's one-notch upgrade of its ratings on Scotts reflects its
view that the company's financial risk profile, which S&P
characterizes as significant, has improved over the past year,"
said Standard & Poor's credit analyst Linda Phelps.  While S&P
continues to view Scotts' business risk profile as fair,
reflecting the company's meaningful customer concentration,
exposure to commodity and energy cost increases, competition from
private-label offerings, and the seasonal nature of the industry,
S&P acknowledges that operating performance has also improved over
the past year.  Additionally, the company benefits from its strong
market positions, well-recognized brand names, and favorable long-
term demographic trends.


SECUREALERT INC: Stockholders to Resell 47.1 Million Shares
-----------------------------------------------------------
In a Form S-1 filing with the Securities and Exchange Commission
on December 3, 2010, SecureAlert, Inc. disclosed that certain
stockholders offering for resale up to 47,100,000 shares its
Common Stock, issued or issuable upon conversion of 7,850 shares
of its Series D Convertible Preferred Stock.

The Selling Stockholders include Laemi Real Estates, Inc.,
Comediahill Business S.A., Arfugo Holding Inc., and
Vulcan International Trading Limited.  Laemi, which owns
21,040,304 common shares, representing 7.1% of the stock
outstanding, will reduce its shares to 1,060,304.  Comediahill,
which owns 14,026,868 shares, will reduce its shares to 706,868.

The Resale Shares originally were, or may be, issued to the
Selling Stockholders upon conversion of 7,850 shares of Series D
Preferred acquired by the Selling Stockholders by payment of cash
in a private placement exempt from registration under the
Securities Act of 1933, as amended.  It is anticipated that the
Selling Stockholders will sell the Resale Shares from time to time
in one or more transactions, in negotiated transactions or
otherwise, at prevailing market prices or prices otherwise
negotiated.

The Company said it will not receive any proceeds from the sale of
any Resale Shares sold by the Selling Stockholders.

The Company's Common Stock trades on the Over-the-Counter Bulletin
Board under the symbol "SCRA".  On November 29, 2010, the closing
price of the Common Stock was approximately $0.10 per share.

                         About SecureAlert

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/--
and subsidiaries market and deploy offender management programs,
combining patented GPS tracking technologies, fulltime 24/7/365
intervention-based monitoring capabilities and case management
services.

The Company's balance sheet as of March 31, 2010, showed
$13,210,763 in assets, $9,367,296 of liabilities, and $3,843,467
of stockholders' equity.

                           *     *     *

As reported in the Troubled Company Reporter on January 18, 2010,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about RemoteMDx, Inc., and subsidiaries' ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm reported that the Company has incurred losses and has an
accumulated deficit.


SEMGROUP LP: Oil Producers Fail in Bid to Retransfer 3 Lawsuits
---------------------------------------------------------------
Judge Brendan Linehan Shannon denied three motions to abstain,
retransfer, and remand that have been filed by various producers
of oil and gas who sold oil and gas to Semcrude L.P., and its
debtor-affiliates shortly before they filed for bankruptcy
protection.  The Producers ask the Bankruptcy Court to retransfer
and remand to state court three actions that have been removed and
thereafter transferred to the District of Delaware by federal
judges in Oklahoma and Kansas and then referred to the Bankruptcy
Court, or alternatively, to abstain from hearing these actions in
favor of the courts in which they were initially filed.

Judge Shannon held that the Bankruptcy Court has "related-to"
subject matter jurisdiction over the Producers' claims against the
so-called Tender Parties and the Claim Parties.  The Tender
Parties tendered funds into the Debtors' estates during the
pendency of the Debtors' consolidated bankruptcy cases on account
of the amounts they owed the Debtors for the oil and gas that they
purchased from the Debtors.  The remainder of the Non-Tender
Parties who are determined to hold valid claims against the
Debtors are "Claim Parties."

Judge Shannon further held that abstention does not apply to those
actions, such that the claims against the Tender Parties and the
Claim Parties will therefore be heard in the Bankruptcy Court.

However, Judge Shannon held that it lacks "related-to"
jurisdiction over the claims against the No-Claim Parties.
Because the actions at bar against the Non-Tender Parties
implicates the Producers' claims against both the No-Claim Parties
and the Claim Parties, Judge Shannon will retain this action but
dismiss the claims against the No-Claim Parties therein.
Dismissal will be without prejudice to the plaintiffs' right to
prosecute such claims in the court in which this action was
initially filed.  Judge Shannon also held that abstention is
neither appropriate nor warranted with respect to these actions,
such that they will therefore be heard in the Bankruptcy Court.

The adversary cases are ARROW OIL & GAS, INC.; BRADEN-DEEM, INC.;
CASEY MUSGROVE OIL COMPANY, INC.; CHAPARRAL ENERGY, L.L.C.; CMX,
INC.; CRAWLEY PETROLEUM CORPORATION; DC ENERGY, INC.; DUNCAN OIL
PROPERTIES, INC.; DUNNE EQUITIES, INC.; FAIRFIELD OIL & GAS
CORPORATION; THE GLOCO, L.L.C.; GMX RESOURCES, INC.; GROUND
DEVELOPMENT COMPANY; JACK EXPLORATION, INC.; KEITH F. WALKER OIL &
GAS COMPANY, L.L.C.; KINGERY DRILLING COMPANY, INC.; LANCE RUFFEL
OIL & GAS CORPORATION; LARIO OIL & GAS COMPANY; LITTLE BEAR
RESOURCES, L.L.C.; McCOY PETROLEUM CORPORATION; MESA EXPLORATION
COMPANY, INC.; MUSGROVE ENERGY, INC.; MUSTANG FUEL CORPORATION;
NYTEX ENERGY, L.L.C.; OKLAHOMA OIL &  GAS MANAGEMENT, INC.; RJ
SPERRY COMPANY; SHORT & SHORT, L.L.C.; STEPHENS & JOHNSON
OPERATING COMPANY; TEMPEST ENERGY RESOURCES, L.P.; TRIPLEDEE
DRILLING COMPANY, INC.; TRIPOWER RESOURCES, INC.; VEENKER
RESOURCES, INC.; and WELLCO ENERGY, INC., Plaintiffs, v.
J. ARON & COMPANY; BP OIL SUPPLY COMPANY; CONOCOPHILLIPS COMPANY;
PLAINS MARKETING G.P., INC.; and PLAINS MARKETING, L.P.,
Defendants, Adv. Pro. No. 10-51825 (Bankr. D. Del.);

ANSTINE & MUSGROVE, INC.; BLAKE EXPLORATION, L.L.C.; CALVIN NOAH;
CENTRAL OPERATING, INC.; CLARK EXPLORATION COMPANY; CMX, INC.;
CORAL COAST PETROLEUM, L.C.; DAVIS PETROLEUM, INC.; DAYSTAR
PETROLEUM, INC.; D.E. EXPLORATION, INC.; DK OPERATING, INC.;
DOUBLE EAGLE EXPLORATION, INC.; DRILLERS & PRODUCERS, INC.; DUNNE
EQUITIES, INC.; GRA EX, L.L.C.; GREAT PLAINS ENERGY, INC.; H I,
INC.; HERMAN L. LOEB, L.L.C.; HUTCHINSON OIL COMPANY, LLC; J&D
INVESTMENTS, L.L.C.; JACK EXPLORATION, INC.; KLM EXPLORATION
COMPANY, INC.; L&J OIL PROPERTIES, INC.; LANDMARK RESOURCES, INC.;
LD DRILLING, INC.; McCOY PETROLEUM CORPORATION; McGINNESS OIL
COMPANY OF KANSAS; MID-CONTINENT ENERGY CORPORATION; MOLITOR OIL,
INC.; MULL DRILLING COMPANY, INC.; MURFIN DRILLING COMPANY, INC.;
MUSGROVE ENERGY, INC.; OIL COMPANY OF AMERICA, INC.; OSBORN HEIRS
COMPANY, LTD.; PICKRELL DRILLING COMPANY, INC.; PROLIFIC
RESOURCES, L.L.C.; RAMA OPERATING COMPANY, INC.; RANDON PRODUCTION
COMPANY, INC.; RED OAK ENERGY, INC.; RITCHIE EXPLORATION, INC.;
ROSS HOENER, INC.; SEEKER, L.L.C.; TGT PETROLEUM CORPORATION;
THOROUGHBRED ASSOCIATES, L.L.C.; THREE-D RESOURCES, INC.; VEENKER
RESOURCES, INC.; VESS OIL CORPORATION; VIKING RESOURCES, INC.;
VINCENT OIL CORPORATION; V.J.I. NATURAL RESOURCES, INC.; W.D.
SHORT OIL COMPANY, L.L.C.; WELLSTAR CORPORATION; WHITE
EXPLORATION, INC.; and WHITE PINE PETROLEUM CORPORATION,
Plaintiffs, v. J. ARON & COMPANY; BP OIL SUPPLY COMPANY;
CONOCOPHILLIPS COMPANY; PLAINS MARKETING G.P., INC.; and PLAINS
MARKETING, L.P., Defendants, Adv. Pro. No. 10-51797 (Bankr. D.
Del.); and

ARROW OIL & GAS, INC.; BRADEN-DEEM, INC.; CASEY MUSGROVE OIL
COMPANY, INC.; CHAPARRAL ENERGY, L.L.C.; CMX, INC.; CRAWLEY
PETROLEUM CORPORATION; DC ENERGY, INC.; DUNCAN OIL PROPERTIES,
INC.; DUNNE EQUITIES, INC.; FAIRFIELD OIL & GAS CORPORATION; THE
GLOCO, L.L.C.; GMX RESOURCES, INC.; GROUND DEVELOPMENT COMPANY;
JACK EXPLORATION, INC.; KEITH F. WALKER OIL & GAS COMPANY, L.L.C.;
KINGERY DRILLING COMPANY, INC.; LANCE RUFFEL OIL & GAS
CORPORATION; LARIO OIL & GAS COMPANY; LITTLE BEAR RESOURCES,
L.L.C.; McCOY PETROLEUM CORPORATION; MESA EXPLORATION COMPANY,
INC.; MUSGROVE ENERGY, INC.; MUSTANG FUEL CORPORATION; NYTEX
ENERGY, L.L.C.; OKLAHOMA OIL & GAS MANAGEMENT, INC.; RJ SPERRY
COMPANY; SHORT & SHORT, L.L.C.; STEPHENS & JOHNSON OPERATING
COMPANY; TEMPEST ENERGY RESOURCES, L.P.; TRIPLEDEE DRILLING
COMPANY, INC.; TRIPOWER RESOURCES, INC.; VEENKER RESOURCES, INC.;
and WELLCO ENERGY, INC., Plaintiffs, v. CALCASIEU REFINING
COMPANY; CHEVRON USA, INC.; CIMA ENERGY LTD.; CIMARRON GATHERING,
L.P.; CIMARRON TRANSPORTATION, L.L.C.; COFFEYVILLE RESOURCES
REFINING & MARKETING, L.L.C.; CP ENERGY L.L.C.; CRUDE MARKETING &
TRANSPORTATION, INC.; DELEK REFINING LTD.; HUSKY MARKETING &
SUPPLY COMPANY; INTERSTATE PETROLEUM CORPORATION; NATIONAL
COOPERATIVE REFINERY ASSOCIATION; OASIS TRANSPORTATION & MARKETING
CORPORATION; OCCIDENTAL ENERGY MARKETING, INC.; SHELL TRADING (US)
COMPANY; SUNOCO LOGISTICS PARTNERS, L.P.; TEPPCO CRUDE G.P.,
L.L.C.; VALERO MARKETING & SUPPLY COMPANY; and VENTURA REFINING &
TRANSMISSION, L.L.C., Defendants, Adv. Pro. No. 10-51828 (Bankr.
D. Del.).

A copy of Judge Shannon's December 13, 2010 Opinion is available
at no charge at http://is.gd/iJCB1from Leagle.com.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, distributing more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SEMGROUP LP: Bankr. Court Denies Samson's Bid to Retransfer Suits
-----------------------------------------------------------------
Judge Brendan Linehan Shannon denied two sets of motions filed by
Samson Resources Company and its affiliates requesting abstention,
retransfer, or remand.  Samson asks the Court to abstain from,
retransfer or remand, where applicable, numerous actions initially
filed in state and district courts in Oklahoma, which have been
transferred to the District of Delaware by three federal judges in
Oklahoma and then referred to the Bankrutpcy Court.  Judge Shannon
held that it has "related-to" subject matter jurisdiction over the
claims against the Tender Parties and the Claim Parties.  Judge
Shannon also held that abstention does not apply to those actions,
such that the claims against the Tender Parties and the Claim
Parties will therefore be heard in the Bankruptcy Court.  However,
the Court held that it lacks "related-to" jurisdiction over the
claims against the No-Claim Parties.  Because various actions at
bar collectively implicate Samson's claims against the No-Claim
Parties, the Tender Parties, and the Claim Parties, the Court will
retain these actions but dismiss the claims against the No-Claim
Parties therein.  Dismissal will be without prejudice to the
plaintiffs' right to prosecute such claims in the courts in which
they were initially filed.

A copy of Judge Shannon's December 13 Opinion is available at no
charge at http://is.gd/iJHMAfrom Leagle.com.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, distributing more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SIMON WORLDWIDE: 7.6% of Outstanding Shares Tendered to Overseas
----------------------------------------------------------------
Overseas Toys offered to purchase all of the issued and
outstanding shares of common stock, par value $0.01 per share, of
Simon Worldwide, Inc., a Delaware corporation, not owned by
Overseas Toys, at a purchase price of $0.27 per Share, net to the
holder in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated November 1, 2010, and in the related Letter of Transmittal.

The Company disclosed in an amended Schedule TO filing with the
Securities and Exchange Commission on December 3, 2010, the offer
expired at 5:00 p.m., New York City time, on December 2, 2010.

According to BNY Mellon Shareowner Services, the depositary for
the Offer, a total of approximately 3,823,387 Shares were validly
tendered, including approximately 1,187,414 Shares guaranteed to
be delivered in the Offer, representing, in the aggregate, 7.6% of
the outstanding Shares and 30.2% of the outstanding Shares not
owned by Overseas Toys.

Together with the Shares already owned by Overseas Toys, the
tendered Shares, including those subject to guaranteed delivery,
represent approximately 82.5% of the outstanding Shares.  Overseas
Toys has accepted for payment all Shares that were validly
tendered in the Offer, and payment for such Shares will be made
promptly in accordance with the terms of the Offer.

                        Amendment No. 1

Overseas Toys, filed in mid-November Amendment No. 1 to its
Schedule TO in connection with its offer to purchase all of the
issued and outstanding shares of common stock, par value $0.01 per
share of Simon Worldwide at a purchase price of $0.27 per share,
net to the holder in cash.

Amendment No. 1 provides, among other things, that there is no
financing condition to this tender offer and Overseas Toys is not
requiring a minimum number of shares to be tendered as a condition
of this tender offer.

Overseas Toys said it commenced the tender offer without obtaining
the prior approval or recommendation of Simon's board of directors
or any special committee of Simon's board of directors.  "Although
Simon's board of directors and independent directors did review
and approve the $0.27 per Share price reflected in our offer
solely for purposes of determining Simon's liquidation value
pursuant to certain requirements set forth in Simon's restated
certificate of incorporation, Simon publicly announced in filings
with the Securities and Exchange Commission that neither its board
of directors nor its independent directors have approved or
disapproved or made any recommendation (either for or against) to
Simon's stockholders with respect to accepting the offer we
notified Simon that we anticipated making at such price",
Overseas Toys said.

A copy of the Offer to Purchase is available for free at:

               http://ResearchArchives.com/t/s?70c9

A copy of the Letter of Transmittal is available for free at:

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

                      About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


SK FOODS: Dist. Court Says Non-Debtor Units' Counsel May Seek Fees
------------------------------------------------------------------
Senior Judge Lawrence K. Karlton affirmed the Bankruptcy Court's
entry of a preliminary injunction in three adversary proceedings,
Bradley D. Sharp, v. Scott Salyer, et al.; Bradley D. Sharp, v.
SKF Aviation, LLC, et al.; and Bradley D. Sharp, v. SSC Farms 1,
LLC, et al., Case Nos. 10-cv-810, 10-cv-811, 10-cv-812 (E.D.
Calif.).  Debtors SK Foods LP and RHM Industrial/Specialty Foods,
Inc., are owned by either Mr. Salyer, his daughters, or a trust
set up in one of their names.  Mr. Sharp, the Bankruptcy Trustee,
contends that the debtor entities have an equitable interest in
three parcels of land and other assets held by the non-debtor
entities.  The Bankruptcy Court preliminarily enjoined the non-
debtor entities from transferring or disposing of any of their
assets, other than for specific reasons associated with the
ordinary course of business, until after the resolution of the
adversary proceedings.  The Trustee also seeks to recover assets
that were asserted to be fraudulently or preferentially
transferred from SK Foods to the non-debtor entities, SKF Aviation
and CSSS LP.

Judge Karlton held that the Bankruptcy Court's issuance of a
preliminary injunction is affirmed except insofar as the
injunction prevents counsel for the non-debtor entities to recover
fees and costs.  Judge Karlton instructs the Bankruptcy Court, on
remand, to amend the injunction to allow counsel for non-debtor
entities to recover fees and costs in the same manner in which
counsel for debtor entities recover fees and costs.

A copy of the District Court's December 9 Order is available at
http://is.gd/iK5fpfrom Leagle.com.

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SKFoods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and a Chapter 11 trustee was
appointed.  Bill Rochelle, the bankruptcy columnist for Bloomberg
News, reported that the Debtors were authorized on June 26, 2009,
to sell the business for $39 million cash to a U.S. arm of
Singapore food processor Olam International Ltd.  The replacement
cost for the assets is $139 million, according to Olam.


SPEEDWAY MOTORSPORTS: Loan Amendment Won't Affect Moody's Rating
----------------------------------------------------------------
Speedway Motorsports, Inc.'s announcement that it completed an
amendment to its $300 million revolving credit facility to
increase covenant headroom does not affect the company's Ba1
Corporate Family Rating, debt instrument ratings or SGL-3
speculative-grade liquidity rating.

The last rating action on SMI was a downgrade of its speculative
grade liquidity rating to SGL-3 from SGL-2 on March 30, 2010.

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

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the US
primarily through its ownership of eight major race tracks.
NASCAR sanctioned events account for the majority of SMI's
approximate $510 million revenue for the LTM ended 9/30/10.


SUN CONTROL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sun Control Systems, Inc.
        2701 Tower Oaks Boulevard, Suite 300
        Rockville, MD 20852

Bankruptcy Case No.: 10-37991

Chapter 11 Petition Date: December 13, 2010

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard H. Gins, Esq.
                  THE LAW OFFICE OF RICHARD H. GINS, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359
                  E-mail: richard@ginslaw.com

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

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

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


SUNRISE SENIOR LIVING: Sells 29 Facilities to CNL for $261MM
------------------------------------------------------------
On December 8, 2010, Sunrise Senior Living Investments Inc.
("Seller"), a wholly owned subsidiary of Sunrise Senior Living
Inc., entered into a purchase and sale agreement with US Assisted
Living Facilities III Inc., an affiliate of an institutional
investor, and CNL Income Partners LP, a wholly owned subsidiary of
CNL Lifestyle Properties, Inc., for the sale by Seller of its
ownership interest in a joint venture that currently owns 29
senior living facilities, to a new joint venture, CC3 Acquisition,
LLC, to be formed by SSLII and CNL for a purchase price of
approximately $261 million, subject to certain adjustments
depending on the timing of closing.

Seller and SSLII currently hold a 90% and 10% membership interest,
respectively, in the existing joint venture.

On or before December 13, 2010, Sunrise will fund $4 million
representing its pro-rata share of a deposit.  The deposit will
become non-refundable after a due diligence period in favor of CNL
which expires on December 27, 2010, subject to certain exceptions.
During this period, CNL has the right to terminate the Purchase
Agreement for any due diligence reasons.

Under the Purchase Agreement, Sunrise has made customary
representations and warranties for transactions of this type.
Closing under the Purchase Agreement is expected to occur on
January 3, 2011, subject to an extension under certain
circumstances to January 31, 2011.  The closing will be subject to
customary closing conditions, including, among others, the receipt
of regulatory consents.

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

The Company's balance sheet at Sept. 30, 2010, showed $780.83
million in total assets, $693.66 million in total liabilities, and
stockholder's equity of $87.17 million.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


SUPPLIES & SERVICES: Banco Popular Has Priority Over Nacco
----------------------------------------------------------
Supplies & Services Inc., v. Nacco Industries, Inc.; Nacco
Materials Handling Group, Inc.; Yale Materials Handling Corp.,
Adv. Pro. No. 10-00162 (Bankr. D. P.R.), seeks to determine the
extent of the Defendant's liens on the Debtor's assets.  Banco
Popular de Puerto Rico as a party in interest was allowed to
intervene and file dispositive motion.

Judge Brian K. Tester rules that the Defendant's claimed security
interest under the 2003 Financing Statement, the 2002 Floor Plan
Agreement, and the 2002 Security Agreement is now expired,
ineffective, unperfected and will be considered a general
unsecured claim.  Accordingly, BPPR has a senior secured priority
interest over the Debtor's entire inventory of equipment and
parts.

A copy of the Court's December 10, 2010 Opinion and Order is
available at http://is.gd/iJT1Yfrom Leagle.com.

Based in Guaynabo, Puerto Rico, Supplies & Services, Inc., filed
for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 10-07157) on
August 8, 2010,  Carmen D. Conde Torres, Esq., at C. Conde &
Associates, in San Juan, serves as the Debtor's counsel.  In its
petition, the Debtor listed $1 million to $10 million in assets
and $500,001 to $1 million in debts.


TAYLOR BEAN: Farkas Trial to Start First Week in April
------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that U.S. District Judge Leonie M. Brinkema declined the
request of former Taylor, Bean & Whitaker Mortgage Corp. chairman
Lee Farkas to delay for a third time his trial on mortgage fraud.

DBR notes Judge Brinkema on Friday had just granted the former
Taylor, Bean & Whitaker Mortgage Corp. chairman's second request
for a trial delay, pushing off the February 22, 2011, start date
to April 4, 2011.  But later that day, Mr. Farkas requested an
additional delay because defense lawyer Bruce Rogow, a law
professor at Nova Southeastern University Law Center near Fort
Lauderdale, Florida, would still be in school.  Mr. Rogow said he
could skip out of class a few days early to start the trial on
April 18 but wouldn't be available before then.

"Recognizing the complexity of the charges, the court has already
granted two continuances; however, the teaching scheduling of one
counsel is not a sufficient reason to grant a third continuance,
especially given the number of counsel already working on the
defendant's behalf," Judge Brinkema wrote in her order, according
to DBR.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TELTRONICS INC: Names Mayer Hoffman as New Auditor
--------------------------------------------------
Teltronics Inc. appointed Mayer Hoffman McCann P.C. - KRMT Tampa
Bay Division as the Company's new auditor as approved by the Audit
Committee of the Board of Directors on December 8, 2010.  The
Company was notified that the shareholders of Kirkland, Russ,
Murphy & Tapp, P.A., the independent registered public accounting
firm engaged by the Company on December 8, 2010, became
shareholders of Mayer Hoffman McCann P.C. pursuant to an asset
purchase agreement effective November 1, 2010.  KRMT now operates
under the name Mayer Hoffman McCann P.C. - KRMT Tampa Bay
Division.

During the Company's two most recent fiscal years ended December
31, 2009 and through the date of this Current Report on Form 8-K,
the Company did not consult with Mayer Hoffman McCann P.C. - KRMT
Tampa Bay Division regarding any of the matters or reportable
events set forth in Item 304 (a)(2) (i) and (ii) of Regulation S-
K.

The audit reports of KRMT on the consolidated financial statements
of the Company as of, and for the year ended December 31, 2009,
did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified, or modified, as to uncertainty, audit scope or
accounting principles.

In connection with the audits of the Company's consolidated
financial statements for each of the fiscal years ended December
31, 2009 and through the date of this Current Report on Form 8-K,
there were (i) no disagreements between the Company and KRMT on
any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KRMT, would
have caused KRMT to make reference to the subject matter of the
disagreement in their reports on the Company's financial
statements for such years, or for any reporting period, since the
Company's last fiscal year end and (ii) no reportable events
within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.

                      About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.

The Company's balance sheet at Sept. 30, 2010, showed $10.25
million in total assets, $14.70 million in total current
liabilities, $4.43 million in total long-term liabilities, and a
stockholders' deficit of $8.88 million.


TENET HEALTHCARE: Fitch Puts 'B-' Rating on Positive Watch
----------------------------------------------------------
Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B/RR3.

The ratings apply to approximately $4.3 billion of debt
outstanding as of Sept. 30, 2010.

Tenet's ratings have been placed on Positive Watch following an
unsolicited bid by Community Health Systems, Inc. to acquire the
company.  Although the outcome of the situation and its ultimate
impact on Tenet's capital structure is highly uncertain, Fitch
believes there is the potential for the consolidated credit
profile to be stronger than Tenet's standalone profile.  This
expectation stems from Community's relatively stronger level of
free cash flow generation, as well as the potential for increased
scale and geographic diversity.

Conversely, the transaction would probably add pressure to
Community's credit profile and Fitch has concurrently placed that
company's ratings on Rating Watch Negative.  Based on what is
known about the terms of Community's bid for Tenet, the
transaction could add roughly $2.7 billion in debt to the
consolidated capital structure.  At Sept. 30, 2010, Tenet's total
debt-to-EBITDA equaled 4.2x, and pro forma for the transaction
Fitch believes debt of the consolidated company could approach
5.8x EBITDA, before 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 stock closing price.  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.

If 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 there is upside
potential -- probably limited to one notch -- for Tenet's ratings
should the company's debt remain outstanding in the consolidated
capital structure (as opposed to being refinanced).

Tenet's standalone credit profile is currently the weakest amongst
the Fitch rated universe of for-profit hospital providers.
However, the company's financial profile has recently been
improving and Fitch assigned a Positive Rating Outlook to Tenet's
IDR in March 2010.  Tenet's improving debt and liquidity profile
is the most significant factor supporting its positive credit
momentum.  Since early 2009, the company has proactively addressed
risks to the capital structure by refinancing most of its near-to-
medium term debt maturities.  Most recently, in 3Q'10, Tenet
entered into an amended bank agreement to extend maturity of its
$800 million revolving bank credit facility to October 2015 from
November 2011.  Tenet's strained free cash flow profile remains
the most critical credit risk.  Going forward, however, Tenet's
level of free cash flow generation 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 3Q'10.

Tenet operates acute care hospitals primarily in urban settings
centralized in geographies that were heavily impacted by the
economic recession, including Florida, California and Texas
(rougly 64% of licensed beds as of Dec. 31, 2009).  Fitch believes
that Tenet has recently made significant progress improving
operations and increasing financial flexibility within the context
of operating margins that continue to lag industry-wide averages
despite the company realizing a meaningful increase in
profitability over the past 18 months.  Despite weak patient
utilization trends in the first nine months of 2010, Tenet
realized 4.9% growth in revenue for the LTM period ended Sept. 30,
2010, mostly on the basis of strong commercial managed care
pricing trends and a higher acuity patient case mix.

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.  The acquisition of Tenet 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
transaction would be a bit of a departure from Community's
existing hospital operating profile, in that Tenet's hospitals
are concentrated in urban locations.

Despite its weak but improving free cash flow profile, Fitch
believes Tenet has adequate liquidity to support its operations,
including cash on the balance sheet of $389 million as of
Sept. 30, 2010, and $460 million in availability on the company's
$800 million revolving bank credit facility.  Availability on the
revolver is based on eligible accounts receivable and is reduced
by outstanding letters of credit.

Tenet's total debt of $4.3 billion at Sept. 30, 2010, consisted
primarily of:

Senior unsecured notes:
  -- $65 million due 2011;
  -- $57 million due 2012;
  -- $198 million due 2013;
  -- $60 million due 2014;
  -- $473 million due 2015;
  -- $600 million due 2020;
  -- $430 million due 2031.

Senior secured notes:

  -- $714 million due 2015;
  -- $714 million due 2018;
  -- $925 million due 2019.


TERRESTAR NETWORKS: Amends Joint Plan & Disclosure Statement
------------------------------------------------------------
TerreStar Networks, Inc.; TerreStar National Services, Inc.;
0887729 B.C. Ltd.; TerreStar License Inc.; TerreStar Networks
Holdings (Canada) Inc.; and TerreStar Networks (Canada) Inc.
delivered to the U.S. Bankruptcy Court for the Southern District
of New York three amended versions of their Chapter 11 Plan of
Reorganization and Disclosure Statement.

The First Amended Plan and Disclosure Statement is dated Dec. 2,
2010; the Second Amended Plan and Disclosure Statement is dated
Dec. 8, 2010; and the latest version, the Third Amended Plan and
Disclosure Statement is dated December 9, 2010.

The TSN Debtors revised the Plan and Disclosure Statement to,
among other things, reflect events that have transpired since the
filing of the Disclosure Statement and Plan; modify, add or amend
certain language on account of comments and objections received
from various parties-in-interest in the TSN Debtors' Chapter 11
cases; and correct various clerical and typographical errors.

The TSN Debtors aver that they are unable to successfully sell
their assets at a higher value than that upon which the Plan is
based.  The Plan embodies an overall compromise and settlement of
claim under Rule 9019 of the Federal Rules of Bankruptcy
Procedure, which was heavily negotiated between EchoStar Corp.
and the TSN Debtors before the Petition Date.

Among the modifications under the First Amended Plan are:

  (1) The addition of a provision providing that under the Plan,
      holders of 15% Senior Secured PIK Notes and 6.5% Senior
      Exchangeable PIK Notes, as well as holders of Other
      Unsecured Claims, will receive both common stock of
      Reorganized TSN and rights to purchase New Preferred Stock
      in the Rights Offering, all in the percentages and on the
      terms set in the Plan;

  (2) The addition of a note that although the TSN Debtors
      continue to market their assets to prospective purchasers
      in an effort to maximize value for their stakeholders, at
      this point, no offer has been received;

  (3) The addition of a note disclosing that the TSN Debtors
      have assumed that the total amount of Allowed Other
      Unsecured Claims at the TSN Debtors will be approximately
      $365 million.  Any decrease in the total amount of Allowed
      Other Unsecured Claims at the TSN Debtors will inure to
      the benefit of the holders of the Senior Exchangeable
      Notes Claims, but holders of the Senior Exchangeable Notes
      Claims will not be harmed by any increase in such Allowed
      Other Unsecured Claims; and

  (4) A disclosure that upon receipt of the funds from
      Harbinger, TerreStar 1.4 Holdings LLC paid a dividend to
      its 100% shareholder TerreStar Holdings Inc., in the
      amount of the funds received.  TerreStar Holdings Inc.
      then made an intercompany loan to Motient Ventures
      Holding, Inc. of approximately $32 million.  Motient
      Ventures Holding Inc. then made a capital contribution to
      TSN, its 89.3% owned subsidiary of approximately $32
      million.  The TSN Debtors understand that certain
      creditors have raised the issue as to whether some or all
      of the transfers may be subject to avoidance.

The First Amended Disclosure Statement also addressed objections
to the DIP Facility and incorporated the Debtors' omnibus reply
filed on November 13, 2010 and the amendment to the DIP Facility
filed on November 12, 2010.  As previously reported, Marathon
Asset Management LLP; Harbinger Capital Partners LLC; Solus
Alternative Asset Management LP and Remus Holdings LLC; Sprint
Nextel Corporation; and the Official Committee of Unsecured
Creditors filed objections to the DIP Facility.

The Second Amended Plan reflects these revisions, among other
things:

  (1) A disclosure of the estimated claim amount for each Class
      of Claim

            Class            Estimated Claim Amount
            -----           -------------------------
            Class 1          No more than $5,000,000
            Class 2          No more than $5,000,000
            Class 3                   $1,009,900,000
            Class 4                      $91,500,000
            Class 5                     $178,700,000
            Class 6                     $365,000,000
            Class 7                         N/A
            Class 8                         N/A

  (2) The addition of a note that in lieu of holders of Allowed
     Other Unsecured Claims receiving Rights to participate in
     the Rights Offering, holders of Allowed Other Unsecured
     Claims will be receiving New Common Stock equal to the
     value of the Rights they otherwise would have received.

     The additional New Common Stock provided to these claimants
     is calculated based on the intrinsic value of the Rights
     Offering shares and their proportionate share of
     participation in the rights offering had they been offered
     participation.  The TSN Debtors calculate the intrinsic
     value of the Rights to be $17.23 per share based on a per
     share plan value of $39.94 less the Discount Purchase
     Price of $22.71. Given that a total of 5.5 million shares
     will be issued through the Rights Offering and Class 6
     claimants have estimated claims of $365 million, then Class
     6 claimants would have been entitled to approximately
     111,000 shares in the Rights Offering with a value of $1.9
     million.  Providing the $1.9 million of value with shares
     at plan value of $39.94 per share, results in approximately
     48,000 shares.  The 48,000 shares are the "additional"
     shares that are being provided to Class 6 claimants.

The Third Amended Plan, among other things:

  (1) discloses that on December 3, 2010, the TSN Debtors
      received a non-binding, uncommitted, unsigned and
      confidential term sheet from advisors to the Ad Hoc
      Group which purported to relate to the backstop of a $125
      million rights offering by certain unidentified members of
      the Ad Hoc Group.  The term sheet was accompanied by a
      term sheet for an uncommitted, unexecuted, non binding
      "priming" DIP proposal.  The TSN Debtors relate that
      although they found the proposal constructive, in light of
      the numerous deficiencies, they responded to the proposal
      with a list of issues and requests for the Ad Hoc Group to
      modify their proposal.  As of 9:00 p.m. on December 9,
      2010, the Ad Hoc Group has not provided a revised term
      sheet or commitment of any kind to the TSN Debtors.  On
      December 9, 2010, the Ad Hoc Group filed an objection to
      Equity Commitment Agreement Motion publicizing the
      fact that they had transmitted the proposal to the TSN
      Debtors on December 3, 2010; and

  (2) adds a provision that any New Common Stock held in the
      Disputed Claims Reserve after all Disputed Claims have
      been Allowed or Disallowed will be transferred by the
      Disbursing Agent or Reorganized TSN Debtors, in a
      supplemental distribution to the holders of Allowed Claims
      in Classes 5 and 6, in accordance with the Plan, on a Pro
      Rata basis.

Redlined copies of the Amended Plans and Disclosure Statements
are available for free at:

       * First Amended Plan and Disclosure Statement
          http://bankrupt.com/misc/TSN1stAmPlnrd.pdf
          http://bankrupt.com/misc/TSN1stAmDSrd.pdf

       * Second Amended Plan and Disclosure Statement
          http://bankrupt.com/misc/TSN2ndAmPlnrd.pdf
          http://bankrupt.com/misc/TSN2ndAmDSrd.pdf

       * Third Amended Plan and Disclosure Statement
          http://bankrupt.com/misc/TSN3rdAmPlnrd.pdf
          http://bankrupt.com/misc/TSN3rdAmDSrd.pdf

                  Disclosure Statement Exhibits

The TSN Debtors submitted to the Court exhibits to the Original
Disclosure Statement, which consist of (1) a liquidation
analysis, (2) a valuation analysis, and (3) financial
projections.

The Liquidation Analysis shows that a forced sale analysis of the
TSN Debtors' business as a going concern would yield gross
distributable value less liquidation costs of $607 million to
$823 million.  The Liquidation Analysis estimates that the
Liquidation Proceeds will not be sufficient to pay prepetition
secured claims, Chapter 11 administrative and priority caiman and
DIP Financing claims in full.

The Valuation Analysis estimates the TSN Debtors' reorganization
value to range from approximately $1.07 billion to $1.37 billion.
The Reorganization Value reflects the going concern value of the
Reorganized TSN Debtors after giving effect to the implementation
of the Plan.

It is further estimated under the Valuation Analysis that the TSN
Debtors' distributable value will range from approximately $905
million to $1.20 billion, with an approximate midpoint value of
$1.05 billion.  The Distributable Value reflects the
Reorganization Value less the estimated $91.5 million of Purchase
Money Credit Agreement obligations and $75.3 million of DIP
Financing obligations.

For purposes of the Plan, based on 30,000,000 shares of Common
Stock of the Reorganized TSN Debtors, subject to dilution from
options and any equity grants in connection with the management
incentive plan, the New Common Stock will have a plan value of
$34.94, the TSN Debtors further disclose.

The Financial Projections encompasses the year 2011 through 2015.
The Debtors project revenues to total $9 million in 2011 and
$79 million in 2015.  They also forecast incurring losses for the
next five years, ranging from $15 million to $47 million.

Full-text Copies of the Disclosure Statement Exhibits are
available for free at:

             http://bankrupt.com/misc/TSNFinProj.pdf
             http://bankrupt.com/misc/TSNLiqAnal.pdf
             http://bankrupt.com/misc/TSNValAnal.pdf

The Third Amended Disclosure Statement further includes these
exhibits:

  -- An Organizational Chart of the Debtors and Their Non-Debtor
     Affiliates, a copy of which is available for free at:

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

  -- Liquidation Analysis, a copy of which is available for free
     at http://bankrupt.com/misc/TSN3rdLiqAnal.pdf

  -- Financial Projections, a copy of which is available for
     free at http://bankrupt.com/misc/TSN3rdFinProj.pdf

  -- Valuation Analysis, a copy of which is available for free
     at http://bankrupt.com/misc/TSN3rdValAnal.pdf

  -- A Summary Chart of Assets and Liabilities, a copy of which
     is available for free at:

            http://bankrupt.com/misc/TSN3rdAssLiabChrtl.pdf

  -- A Schedule of Intercompany Transfers, a copy of which is
     available for free at:

             http://bankrupt.com/misc/TSN3rdInterTrans.pdf

  -- Form Sales/Marketing Process Letter, a copy of which is
     available for free:

            http://bankrupt.com/misc/TSN3rdSalesProcessLtr.pdf

In a separate filing, the TSN Debtors notified parties-in-
interest that the response deadline regarding the adequacy of the
Disclosure Statement to their Joint Chapter 11 Plan of
Reorganization has been changed from Dec. 3, 2010 to Dec. 6,
2010.

The hearing to consider the adequacy to the Disclosure Statement
was scheduled for December 10, 2010, at 10:00 a.m.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc., will act as claims and noticing agent
in the Chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

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


TRIBUNE CO: Oaktree/Angelo Insist Akin Gump Violating Rules
-----------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to Oaktree Capital Management L.P.
and Angelo, Gordon & Co., L.P., asserts that disqualification is
the only way to prevent Akin Gump Strauss Hauer & Feld LLP's
continued and steadfast violation of ethical rules.

Oaktree Capital and Angelo Gordon are asking the bankruptcy Court
to disqualify their existing counsel, Akin Gump Strauss Hauer &
Feld LLP, from representing Aurelius Capital Management LP, a
party with declared interest directly adverse to their interests.

Mr. Brady avers that Akin Gump cannot escape the fact that the
legal services being provided to Oaktree and Angelo relate
directly to and are provided in connection with central
reorganization issues before the Court.

According to Mr. Brady, Akin Gump cannot so cavalierly avoid its
duty of loyalty to its long time clients.  He adds that Oaktree
and Angelo are well within the rights to insist that Akin Gump
comply with that duty and refrain from engaging in a prohibited,
adverse representation.

Thomas Fuller, senior managing director of Angelo Gordon submitted
with the Court a declaration in support of the Reply.

As reported in the Troubled Company Reporter on December 10, 2010,
In response to the request for disqualification, William P.
Bowden, Esq., at Ashby & Geddes, P.A., in Washington, D.C.,
counsel for Akin Gump Strauss Hauer & Feld LLP, has asserted that
disqualification is plainly unwarranted because Oaktree Capital
Management, L.P., and Angelo, Gordon & Co., L.P., consented to any
conflict of interest arising from Akin Gump's representation of
Aurelius.  Mr. Bowden maintains that even if the Court concludes
otherwise, the Court should deny the Disqualification Motion in
light of the availability of less restrictive alternatives, like
maintaining the ethical wall, having another law firm represent
Aurelius on Federal Communications Commission law issues, and
restricting Akin Gump from conducting any discovery against
Oaktree and Angelo Gordon.

                       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: Creditors Panel OKs Sitrick Hiring on Lower Fees
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co. has
agreed to certain modifications to the proposed order that was
submitted with the application to employ Sitrick Brincko Group,
LLC, including revision of the indemnification provision and
inclusion of provisions related to fees.

The Revised Proposed Order provides that Sitrick's monthly
compensation will not be allowed in an amount greater than
$25,000.  The cap on Sitrick's compensation for the months of
August through November 2010 will be applied on an aggregate and
not a month-to-month basis so that Sitrick's compensation will not
exceed $100,000 in the aggregate over that four-month period.

The indemnification provisions of the Engagement letter and the
Application are also modified to provide that:

  (a) Sitrick will not be entitled to indemnification,
      contribution, or reimbursement for services other than the
      services provided under the Engagement Letter, unless
      those services and the indemnifications, contributions, or
      reimbursement are approved by the Court;

  (b) The Debtors will have no obligation to indemnify Sitrick,
      or provide contribution or reimbursement to Sitrick, for
      any claim or expense to the extent that it is either (i)
      judicially determined to have arisen from Sitrick's gross
      negligence or willful misconduct; (ii) for a contractual
      dispute in which the Debtors or the Committee allege the
      breach of Sitrick's contractual obligations unless the
      Court determines the indemnification, contribution or
      reimbursement would be permissible; or (iii) settled prior
      to a judicial determination; and

  (f) If before the earlier of (i) entry of an order confirming
      a Chapter 11 plan, and (ii) entry of an order closing the
      Debtors Chapter 11 cases, Sitrick believes it is entitled
      to the payment of any amounts by the Debtors on account of
      the Debtors' indemnification, contribution or
      reimbursement obligations, Sitrick must file an
      application before the Court, and the Debtors may not pay
      Sitrick before the entry of an order approving the
      payment.

As reported in the Troubled Company Reporter on November 1, 2010,
The Official Committee of Unsecured Creditors asked the U.S.
Bankruptcy Court to deny the Debtors' application to employ
Sitrick and Company as their corporate communications consultants.
According to the Committee, the Application does not identify any
particular news articles or activities that suggest that the
reporting of the Tribune bankruptcy cases requires additional
media "tailoring."

In their application, the Debtors said they seek to employ
Sitrick, as a leading media relations firm, to provide advice and
render services that would enable them to respond proactively and
effectively to rumors, potential news stories, news stories, blogs
and other digital and traditional media regarding their businesses
and their restructuring.

The Debtors proposed to pay Sitrick a non-refundable retainer of
$60,000. Sitrick's fees will be applied against the retainer and
will be determined in accordance with Sitrick's standard hourly
billing rates, which range from $185-$895 per hour, depending on
the professional performing the services.  Once the retainer has
been fully applied against time charges, additional time charges
will be billed as incurred.  The Debtors will also reimburse
Sitrick for all reasonable and necessary out-of-pocket expenses.

                       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 Revises Lawsuit vs. JPMorgan, et al.
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co. seeks
to amend its complaint against JP Morgan, et al., to correct
copies of the exhibits attached to the complaint.

The Committee filed, on November 1, 2010, a complaint to initiate
adversary proceedings against JPMorgan Chase Bank, N.A., et al.
Among the claims in the Original Complaint was a preference claim
to recover payments made to (i) JPMorgan Chase Bank, N.A. , as
agent on the Senior Credit Facility, (ii) Merrill Lynch Capital
Corporation, as agent on the Bridge Facility, and (iii) lenders
participating in the LBO Loans, on or within the 90 days prior to
the Petition Date.  The Original Complaint included Exhibit F,
which identified LBO Preference Payments, and Exhibit G, which
listed the LBO Lender Preference Defendants.  The Original
Complaint also sought recovery of the transfers constituting the
LBO Preference Payments via other legal theories.

The Committee filed, on December 7, 2010, an Amended Complaint
with minor amendments.  Along with the Amended Complaint, the
Committee filed modified versions of Exhibit F and G.  However,
the Committee relates that due to clerical error, the version of
Exhibit G filed did not include all entities that received LBO
Preference Payments.  In addition, while Exhibit F provided
specificity as to the LBO Preference Payments made to JPMCB and
MLCC as agents, the Committee wishes to provide additional
specificity as to the LBO Preference Payments transferred to the
LBO Lender Preference Defendants.

Corrected copies of Exhibit F and G are available for free at:

       http://bankrupt.com/misc/Tribune_1053963ExF.pdf
       http://bankrupt.com/misc/Tribune_1053963ExG.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)


TRICO MARINE: Creditors Object to Sale of Truckee River
-------------------------------------------------------
BankruptcyData.com reports that Trico Marine Services' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection the Debtors' motion seeking to sell its Truckee
River Vessel Riverman Nigeria Limited.

According to the committee, "The Debtors have filed yet another
motion in which they seek to take actions that prejudice the
creditors of their estates for the benefit of creditors of the
Debtors' non-debtor subsidiaries." The committee also filed a
separate objection to the Debtors' motion to execute amended
credit documents.

                          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.


TSO, INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: TSO, Inc.
          dba Doswell Truck Stop
              Roady's of Doswell
              Econolodge at the Park
        10222 Kings Dominion Boulevard
        Doswell, VA 23047

Bankruptcy Case No.: 10-38524

Chapter 11 Petition Date:

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Roy M. Terry, Jr., Esq.
                  DURRETTEBRADSHAW PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  E-mail: rterry@durrettebradshaw.com

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

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 Laura Regina Mundi, director.


TUCSON INDUSTRIAL: S&P Downgrades Rating on Debt to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on Tucson Industrial Development Authority, Ariz.'s
appropriation-backed debt, issued for the Arizona Agribusiness and
Equine Center Inc. (the charter school or the school).  At the
same time, Standard & Poor's assigned its 'BB+' rating to
Industrial Development Authority of the County of Yavapai, Ariz.'s
series 2010 bonds, issued for the school.  The outlook is stable.

"The rating action is based on S&P's view of a sizeable debt
issuance that requires enrollment growth of 26% by 2013 to meet
increasing debt service coverage," said Standard & Poor's credit
analyst Jen Hansen.

Maximum annual debt service on outstanding bonds is roughly
$668,000.  With the 2010 issuance, MADS rises to $1.66 million
in 2014.  Given the structure of the bond sale, projected coverage
of annual debt service and MADS requires the school to increase
enrollment by over 26% in the next three years.  Projected
enrollment, which increases 20% next year, covers annual debt
service in fiscals 2011-2013 by between 1.37x and 1.65x.
Management expects that state per-pupil funding will drop by about
4% for fiscal 2011, and is projecting flat state funding for the
next several years.  In fiscal 2013, total debt service payments
increase to about $1.62 million, just under MADS of $1.66 million.
Debt service is level through fiscal 2035 when the school's
outstanding bonds mature.  The final maturity of the 2010 bonds
is 2042.  Fiscal 2013 MADS coverage is projected to be 1.37x.
Net revenues of the school are not projected to cover MADS until
fiscal 2013, when the schools are projected to have 1,215 students
(an increase of 325 students over fiscal 2011).  Liquidity for
the school is what S&P considers adequate, at $991,545, or 71
days' unrestricted cash, at fiscal 2010 year-end.  However, the
cash position is low, as the school has used some of its reserves
for one-time costs associated with the Estrella Mountain campus.
S&P notes that the school intends to use the bond issuance to
replenish cash it has already spent.  According to school
projections, cash rises to $2.2 million, or 143 days' cash,
during fiscal 2010-2011.  Management estimates that, beginning
in 2013, debt service will range from 17% to 19% of operating
expenditures, but reported that it could be higher if enrollment
does not increase.

The stable outlook reflects S&P's view that the demand for charter
schools will likely help the school maintain its high demand;
however, this might also present challenges if competing charter
schools attempt to open in the immediate area.  There could be
downward pressure on the rating should the school not attract
sufficient students to meet debt service obligations.  Conversely,
S&P could raise the rating if the school is able to increase
enrollment and generate revenues sufficient to cover MADS.
Additionally, should the school decide on a less aggressive
bonding schedule it could have a positive impact on the rating.


TWIN CREEK: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Twin Creek Development Co.
        P.O. Box 9
        Midlothian, VA 23113

Bankruptcy Case No.: 10-38461

Chapter 11 Petition Date: December 10, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Keith L. Phillips, Esq.
                  PHILLIPS & FLECKENSTEIN, P.C
                  311 South Boulevard
                  Richmond, VA 23220
                  Tel: (804) 358-9400
                  Fax: (804) 358-9089
                  E-mail: Keith@pf-law.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-38461.pdf

The petition was signed by Thomas G. Cauble, director.


UNI-PIXEL INC: Prices Shares at $5 Apiece in Public Offering
------------------------------------------------------------
Uni-Pixel Inc. announced the pricing on December 9, 2010, of an
underwritten public offering of 3,000,000 shares of its common
stock at a price of $5.00 per share, for gross proceeds of $15.0
million.  The net proceeds of the offering after deducting
underwriting discounts and commissions and estimated offering
expenses are expected to be approximately $13.3 million.

In connection with the close of the offering Uni-Pixel completed a
1-for-15 reverse stock split.  As a result, for the next 20
business days, our symbol on NASDAQ will be UNXLD.  After 20
business days, our symbol will be UNXL.

Uni-Pixel expects to close the sale of its common stock, subject
to customary conditions, on or about December 15, 2010.

MDB Capital Group LLC is acting as the sole manager for the
offering.

Uni-Pixel has granted the underwriters a 45-day option to purchase
up to an additional 450,000 shares of Uni-Pixel's common stock to
cover over-allotments, if any.

The Company said the announcement shall not constitute an offer to
sell or a solicitation of an offer to buy these securities nor
shall there be any offer or sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful.  The offering will be made only by means of a
prospectus, copies of which may be obtained from MDB Capital Group
LLC 401 Wilshire Boulevard, Suite 1020, Santa Monica, California,
(310) 526-5000.

               http://researcharchives.com/t/s?6d3d

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

PMB Helin Donovan, LLP, in Houston, 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 sustained losses and negative cash
flows from operations since inception.

The Company's balance sheet as of September 30, 2010, showed
$1.26 million in total assets, $4.15 million in total liabilities,
and a stockholders' deficit of $2.89 million.


UNIFI INC: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and senior secured debt ratings on Greensboro,
N.C.-based Unifi Inc. to 'B' from 'B-'.

At the same time, S&P removed all ratings from CreditWatch, where
they were placed with positive implications on Aug. 2, 2010.  The
outlook is stable.  Unifi had about $166.7 million of reported
debt outstanding as of Sept. 26, 2010.

The ratings upgrade and stable outlook reflect S&P's belief that
Unifi will continue to improve its operating performance and
sustain its recently strengthened credit measures as it end-use
markets continue to recover.  Sales for the 12 months ended
Sept. 26, 2010, have increased more than 22% over the prior year
period on volume growth and pricing gains.  S&P estimates adjusted
EBITDA has more than doubled over the same period, reflecting
volume growth, better cost absorption and improved capacity
utilization.  S&P estimates lease- and pension-adjusted debt to
EBITDA has improved to 2.9x, for the 12 months ended Sept. 26,
2010, compared with 7.3x a year earlier, as a result of both
increased EBITDA and some debt reduction.  S&P expects to see some
further improvement in credit measures over the next year, as the
company's business continues to improve.

The ratings on Unifi reflect the company's narrow business focus,
the highly competitive conditions in its markets, the fundamental
changes in the way the textile industry operates (which have hurt
Unifi's operating performance in recent years), and its leveraged,
yet improved, financial profile.  S&P believes Unifi benefits from
a large customer base and diverse end user markets.

Unifi processes synthetic yarns in two primary business segments:
polyester (representing about 73% of fiscal 2010 sales) and nylon
(about 27%).  In recent years, Unifi's domestic customer base has
eroded significantly because of structural changes in the textile
industry and because its customers are facing a weak economic
environment.  The U.S. textile and apparel industry has contracted
substantially in recent years, primarily because of intense
foreign competition, which has resulted in many domestic textile
and apparel plants closing.  Unifi's customers range from apparel
and hosiery producers to automotive and furniture upholstery
manufacturers, some of which participate in industries that S&P
believes have been negatively impacted during the economic
downturn.

S&P expects Unifi's actions addressing the changing textile
landscape will help stabilize the company's operating performance
over the intermediate term.  The company has consolidated its
operations through the sale of several businesses and
manufacturing facilities in recent quarters and has moved its
polyester segment to higher margined products.  Additionally, its
focus on reducing costs and growing internationally should improve
profitability in the future.

S&P believes that Unifi has adequate liquidity to meet its needs
over the next year.  This is based on these information and
assumptions:

S&P expects that liquidity sources (including cash, discretionary
cash flow, and revolving credit availability) will exceed uses by
more than 1.2x over the next 12 months.  S&P expects that net
sources would be positive, even with a 20% drop in EBITDA.

As of Sept. 26, 2010, Unifi had about $26.3 million in cash and
about $81 million of availability under its revolving credit
facility.  The company's $100 million asset-based credit facility
is secured by substantially all assets of Unifi except
manufacturing facilities and equipment.  The facility has a fixed-
charge financial covenant that is triggered if availability under
the facility is less than $15 million.  The company has minimal
debt maturities in the next few years.  Capital expenditures are
expected to total about $20 million in fiscal 2011, and should be
lower going forward.


UNISYS CORP: Clay Lifflander Resigns from Board of Directors
------------------------------------------------------------
Nancy Straus Sundheim, senior vice president and general counsel
of Unisys Corporation, announced on December 7, 2010, Clay B.
Lifflander resigned as a director of the Company.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet for Sept. 30, 2010, showed
$2.840 billion in total assets; total current liabilities of
$1.256 billion, long-term debt of $836.7 million, long-term
postretirement liabilities of $1.498 billion, long-term deferred
revenue of $143.5 million, and other long-term liabilities of
$139.2 million; and a stockholders' deficit of $1.0345 billion.


UNITED CONTINENTAL: Reports 4.8% Hike in Traffic in November
------------------------------------------------------------
United Continental Holdings Inc. reported November 2010 and year-
to-date 2010 operational results for United Air Lines, Inc. and
Continental Airlines, Inc.

On a combined basis, United and Continental's consolidated traffic
in November 2010 increased 4.8 percent versus November 2009 on a
consolidated capacity increase of 4.1 percent.  The carriers'
combined consolidated load factor increased 0.6 points compared to
the same period last year.

On a combined basis, United and Continental's November 2010
consolidated passenger revenue per available seat mile increased
an estimated 11.0 to 12.0 percent compared to November 2009, while
mainline PRASM increased an estimated 12.0 to 13.0 percent
compared to the same period last year.

                  About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


USG CORP: Launches Program to Cut Overhead and Other Costs
----------------------------------------------------------
Richard H. Fleming, Executive Vice President and Chief Financial
Officer of USG Corp., as a result of continued adverse market
conditions, the Company has initiated a program to further reduce
its overhead and other costs.  The program includes a salaried
workforce reduction and other cost reductions that are targeted to
reduce costs by an additional $22 million to $28 million annually,
before charges for termination benefits.

The cost reduction program, including the workforce reduction, was
first communicated to salaried employees beginning on December 6,
2010.  The first step in the workforce reduction will be to offer
voluntary severance benefits.  After the number of participants in
the voluntary separation program is determined, an involuntary
separation program may be implemented.  Employees who are
separated, either voluntarily or involuntarily, will receive
separation benefits that include a lump sum payment based on
earnings and length of service, an allowance to continue medical,
dental and vision coverage and outplacement services. It is
expected that all affected employees will be informed, and that
the separation plan will be substantially completed, by the end of
January 2011.

The Company will record charges for termination benefits related
to the workforce reduction in the current and future fiscal
quarters in accordance with ASC 420, Exit or Disposal Cost
Obligations.  The Registrant estimates that these charges will
aggregate $4 million to $6 million and that cash expenditures will
be incurred in the current and future fiscal quarters in the full
amount of the charges.

                         About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

                           *     *     *

As reported by the Troubled Company Reporter on November 8, 2010,
Moody's Investors Service assigned a B2 rating to USG
Corporation's new senior unsecured notes, and affirmed its Caa1
Corporate Family Rating and Caa1 Probability of Default Rating.
USG's speculative grade liquidity rating remains SGL-3.  The
outlook is stable.

The Caa1 Corporate Family Rating results from weak operating
performance.  Low capacity utilization rates of approximately 45%
at its gypsum manufacturing facilities make it difficult for USG
to overcome its high fixed costs.  Moody's projects that potential
demand increases for wallboard from North American new home
construction and repair and remodeling will not be adequate to
generate sufficient volumes and operating profits to cover USG's
interest expense over the intermediate term.  Furthermore, the
non-residential construction end market, which accounts for about
30% of USG's revenues, is expected to face stagnant growth well
into 2011.  The amount of profits derived from the company's
worldwide ceilings business is not enough to make up shortfalls in
the gypsum and distribution businesses.  For the last twelve
months through September 30, 2010, operating margins remain
substandard at negative 4.9% and leverage is very high at debt-to-
EBITDA of 27.2 times.  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


VIASYSTEMS INC: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the Corporate
Family, Probability of Default and senior secured notes of
Viasystems, Inc., a wholly-owned subsidiary of Viasystems Group,
Inc., to B2 from B3.  The rating outlook is positive.

These ratings were upgraded:

  -- Corporate Family Rating to B2 from B3

  -- Probability of Default Rating to B2 from B3

  -- $220 Million 12% Senior Secured Notes due January 2015 to B2
     (LGD-4, 50%) from B3 (LGD-3, 44%)

                        Ratings Rationale

The upgrade of Viasystems' CFR to B2 reflects the company's
improved operating performance and realized benefits from the
integration of the February 2010 acquisition of Merix Corporation.
Benefits include the addition of low-cost multi-layer printed
circuit board manufacturing capacity in Asia and higher margin PCB
quick-turn capabilities in North America, cost synergies and
improved end market diversification.  With Merix, Viasystems'
portfolio has expanded to include a more comprehensive set of
capabilities across a wider range of customers enabling it to
compete more effectively, expand into new markets and achieve
share gains.

The rating revision also takes into consideration the company's
continued improvement in factory utilization as a result of
increased PCB volumes from improved global demand across end
markets, new program / customer wins and favorable product mix.
These attributes, combined with cost takeouts from the 2009
restructuring and a better pricing environment, have led to
expanded gross and operating margins, higher EBITDA and lower
financial leverage of 2.2x adjusted total debt to LTM EBITDA.

Despite Viasystems' expanded footprint and increased scale, the
B2 CFR also captures offsetting attributes which include the
company's significant customer concentration, single-digit
operating margins and large exposure to more volatile end markets
(e.g., telecommunications and automotive).  In addition, the
rating incorporates the cyclical nature of the PCB and EMS
industries, and Viasystems' limited demand and pricing visibility.
Lastly, the rating recognizes Viasystems' sizable working capital
and capital expenditure requirements during periods of rising
demand and strong revenue growth, which can result in episodes of
breakeven or negative free cash flow.

Viasystems maintains good liquidity supported by cash balances
of $85 million at September 2010, though LTM FCF was negative
$8 million due primarily to the acquisition of Merix.
Additionally, approximately $53 million was available under its
$75 million ABL credit facility and $24 million was available
under its two China-based $35 million credit facilities.  Over
the next twelve months, Moody's expects Viasystems to fund its
operations from internal cash sources, however Moody's anticipate
FCF to be roughly breakeven given the incremental growth capex
(i.e., approximately $30-35 million/annum) necessary for
implementing a portion of Viasystems' multi-year PCB capacity
expansion project.

The positive rating outlook reflects Moody's expectation that
client relationships will remain relatively steady and Viasystems
will continue to experience solid customer demand, penetrate into
existing customer accounts and execute on new program / customer
wins.  Moody's expect this to result in operating margins in the
6-8% range, solid gross cash flow generation and modest
improvement in credit protection measures.

Ratings could experience upward pressure to the extent Viasystems
were to further increase scale, improve customer diversification,
and boost exposure to higher margin PCB/Assembly end markets.
Ratings could also migrate higher if the company were to generate
consistent positive FCF leading to improved internal liquidity and
FCF to adjusted total debt of at least 10% on a sustained basis.

Downward ratings pressure could result if Viasystems' revenues
fell materially due to customer/share losses and/or poor business
execution; margins eroded as a result of lower volumes, pricing
pressures or higher operating costs; FCF remained negative for an
extended period leading to significantly weaker liquidity; and/or
financial leverage exceeded 5.0x adjusted total debt to EBITDA on
a sustained basis.

The last rating action was on November 4, 2009, when Moody's
affirmed Viasystems' B3 CFR, assigned a B3 rating to the
$220 million senior secured notes and changed the outlook to
positive from negative.

Headquartered in St. Louis, Missouri, Viasystems, Inc., a wholly-
owned subsidiary of Viasystems Group, Inc., is a provider of
complex multi-layer printed circuit boards and electro-mechanical
solutions utilized in a variety of applications across the
automotive, telecommunications, industrial/instrumentation/
medical/consumer, computer/data communications and military/
aerospace end markets.  The company is a supplier to over 800
original equipment manufacturers as well as several Tier 1 EMS
providers.  Revenues and EBITDA (Moody's adjusted) for the last
twelve months ended September 30, 2010, were $817 million and
$115 million, respectively.


VIKING SYSTEMS: W. Bopp Discloses 30.4% Equity Stake
----------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on December 3, 2010, William C. Bopp disclosed that he
holds an aggregate of 21,288,519 shares of Viking System Inc.'s
common stock, or approximately 30.4% of the Company's issued and
outstanding common stock based upon 58,344,489 shares of
outstanding common stock as reported by the Company on October 31,
2010 and also including (i) 11,765,792 shares of common stock
issuable upon exercise of warrants issued to Mr. Bopp in
connection with:

   (x) the exchange of the Debentures (resulting in issuance of
       3,931,536 shares of common stock);

   (y) the exchange of warrants issued with the Debentures
       (resulting in issuance of 1,965,768 warrants); and,

   (z) the New Investment (resulting in issuance of 9,800,024
       shares of common stock and 9,800,024 warrants.

The Shares deemed to be beneficially owned by the Mr. Bopp, who is
the Chairman of the Board of Viking, were originally acquired for,
and held individually for, investment purposes.

As reported on a Current Report on Form 8-K filed with the
Securities and Exchange Commission by Viking on January 7, 2008,
Viking completed a recapitalization on January 4, 2008.  Mr. Bopp,
who was at the time, the Chairman of the Board of Viking and a
holder of certain Viking Debentures, presented the Plan for the
Recapitalization to the Viking Board of Directors.  In connection
with the Recapitalization:

   (i) Viking exchanged its 8% Secured Convertible Debentures due
       February 23, 2009 for shares of Viking common stock;

  (ii) Viking exchanged warrants which had been issued to the
       holders of the Debentures and which could be exercised to
       acquire shares of Viking common stock for warrants with
       modified terms;

(iii) certain investors purchased in a private placement, shares
       of Viking common stock and warrants which may be exercised
       to acquire shares of Viking common stock;

  (iv) Mr. Bopp Person was appointed as Viking's Chief Executive
       Officer; and

   (v) Mr. Bopp entered into a lock-up agreement until December
       15, 2009, regarding his holdings of Viking securities.

In addition, Mr. Bopp may also pursue other alternatives available
in order to maximize the value of his investment in the Company.
Such alternatives could include, without limitation:  (a) the
purchase of additional common stock in the open market, in
privately negotiated transactions or otherwise, and (b) the sale
of all or a portion of the common stock now owned or hereafter
acquired by him .

On December 3, 2010 Mr. Bopp disposed of 2,000,000 shares of the
Company's common stock via completion of two gifts of 1,000,000
shares each to two family members.

On March 30, 2010 Mr. Bopp disposed of 2,875,000 shares of the
Company's common stock via completion  of  23 gifts of 125,000
shares each of Viking Systems common stock to various family
members.

On October 16, 2009, Mr. Bopp surrendered all 2,100,000 previously
granted stock options to purchase shares of the Company's common
stock.

On January 4, 2008, as part of the New Investment, Mr. Bopp
acquired in a private transaction 9,800,024 shares of common stock
for an aggregate purchase price of $1,750,000 or $0.178571 per
share of common stock.  Mr. Bopp also received, as part of the New
Investment, warrants which may be exercised for 9,800,024 shares
of common stock at an exercise price of $0.18 per share.  The New
Investment was made with Mr. Bopp's personal funds.

On December 10, 2007, in two private transactions, Mr. Bopp
acquired 666,167 shares (33,308,316 shares, on a pre-
Recapitalization basis) of the Company's common stock from two
holders, for an aggregate purchase price of $118,960, or $0.178574
per share ($0.00357 per share, on a pre-Recapitalization basis).
The acquisitions were made with Mr. Bopp's personal funds.

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VITRO SAB: Files Concurso Plan in Mexican Court
-----------------------------------------------
Vitro S.A.B. de C.V. (BMV: VITROA) on December 13 filed its
voluntary petition for a pre-packaged Concurso Plan in the Federal
District Court for Civil and Labor Matters for the State of Nuevo
Le¢n, thereby commencing its voluntary concurso mercantil
proceedings.

Following the filing in Mexico, Vitro is commencing an ancillary
case under chapter 15 of the U.S. Bankruptcy Code, requesting that
the U.S. Bankruptcy Court recognize and give deference to its
proceedings in Mexico.  Vitro also will ask the U.S. Bankruptcy
Court to protect it and its non-U.S. subsidiaries from creditor
actions in the U.S. while the Mexican proceedings are pending.
Once the Concurso Plan is approved by the Mexican court at the
conclusion of the Mexican proceedings, Vitro further intends to
ask the U.S. Bankruptcy Court to enforce the terms of its
restructuring in the U.S., including the cancellation of all Old
Notes and the issuance of the New Notes in exchange.

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. also 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, and D.F. King has determined not to direct the
settlement of the Tender Offer or instruct the Depository Trust
Company to complete the settlement, until D.F. King 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.  Thus, the settlement of the Tender Offer and the
distribution of the Consent Payments pursuant to the Exchange
Offer and Consent Solicitation have been delayed pending further
guidance from the New York State court.

Vitro filed a brief in New York State court yesterday arguing that
settlement of the Tender Offer and distribution of the Consent
Payments will not violate the terms of the Orders. Vitro is also
seeking an order from the court stating that failure to settle the
Tender Offer shall not be deemed a violation of any applicable
agreements, regulations or laws.  A hearing regarding both orders
of attachment is currently scheduled for December 16, 2010.

The involuntary chapter 11 proceedings that were filed by four
dissident minority bondholders against Vitro's U.S. subsidiaries
remain pending before the U.S. Bankruptcy Court in Texas.  Last
week, Vitro's U.S. subsidiaries filed an answer contesting the
grounds for allowing those proceedings to continue.  In their
answer, Vitro America and its affiliates contest the basis for the
involuntary petitions and assert affirmative defenses, including
that Vitro America and its affiliates are generally paying their
debts as they become due. A status conference before the Texas
Bankruptcy Court has been scheduled for December 20.  Vitro and
its subsidiaries continue to vigorously act to protect their
respective rights against the multiple actions being made by a
relatively small group of bondholders.

For further information, please contact:

  Adrian Meouchi / Carlos Garza
  Vitro S.A.B. de C.V.
  Tel: + (52) 81-8863-1765 / 1730
  E-mail: ameouchi@vitro.com
          cgarza@vitro.com

  U.S. agency

  Susan Borinelli / Barbara Cano
  Breakstone Group
  Tel: (646) 330-5907
  E-mail: sborinelli@breakstone-group.com
          bcano@breakstone-group.com

  Media Relations

  Albert Chico/ Roberto Riva Palacio
  Vitro, S.A.B. de C.V.
  Tel: + (52) 81-8863-1661/ 1689
  E-mail: achico@vitro.com
          rriva@vitro.com

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).


VITRO SAB: Files for Chapter 15 Bankruptcy in New York
------------------------------------------------------
Vitro, S.A.B de C.V. filed for Chapter 15 bankruptcy (Bankr.
S.D.N.Y. Case No. 10-16619) in Manhattan on Tuesday to seek U.S.
recognition and deference to its bankruptcy proceedings in Mexico.

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, is asking the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Secs. 1515 and 1517.

Vitro is also asking the U.S. Bankruptcy Court to protect it and
its non-U.S. subsidiaries from creditor actions in the U.S. while
the Mexican proceedings are pending.  Various actions have been
filed against Vitro and its units in the United States:

   * 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.

   * Several members of the ad hoc committee of the holders
     of the Old Notes initiated various legal proceedings in
     multiple jurisdictions against Vitro.

   * The involuntary chapter 11 proceedings that were filed by
     four dissident minority bondholders against Vitro's U.S.
     subsidiaries remain pending before the U.S. Bankruptcy Court
     in Texas.

Once the Concurso Plan is approved by the Mexican court at the
conclusion of the Mexican proceedings, Vitro further intends to
ask the U.S. Bankruptcy Court to enforce the terms of its
restructuring in the U.S., including the cancellation of all Old
Notes and the issuance of the New Notes in exchange.

                           Tender Offer

As of September 30, 2010, Vitro's aggregate outstanding third
party consolidated indebtedness was approximately $1.981 billion,
consisting of:

   * $1.216 billion in outstanding principal amount under the 2012
     Notes, 2017 Notes and 2013 Notes;

   * $253 million relating to certain of Vitro SAB's and its
     subsidiaries' derivative financial instruments;

   * $59 million of debt consisting of the Certificados Burs tiles
     and the ABN Note;

   * $268 million in past-due interest and unamortized discounts;
     and

   * $185 million of additional indebtedness that Vitro SAB does
     not plan to restructure or discharge in the Mexican
     Proceeding.

Vitro defaulted on the DFI debt in early 2009.  Vitro SAB stopped
interest making payments on the Old Notes, beginning with a $45
million coupon due on February 2, 2009 on the 2012 Notes and 2017
Notes.

On November 1, 2010, Vitro SAB launched two alternative offers to
the holders of the Old Notes: a tender offer to purchase the Old
Notes and an exchange offer and solicitation of consents to an in-
court restructuring under the Mexican Business Reorganization Act.
Concurrently, Vitro SAB also sought consents to the Concurso Plan
from the other holders of Restructured Debt, namely the Other Debt
and the DFI.

The expiration of both Offers was extended at the request of
certain holders of Old Notes to facilitate their participation
therein.  While the Tender Offer expired on December 7, 2010, the
Exchange Offer and Consent Solicitation is currently scheduled to
expire at 5:00 p.m. (New York City time) on December 21, 2010.

                          Concurso Plan

Under the Concurso Plan, on the Issue Date, the Restructured Debt
will be exchanged for the following consideration:

   -- $850 million in aggregate principal amount of unsecured
      notes due 2019;

   -- $100 million (plus the Issue Date Adjustment) in aggregate
      principal amount of new convertible debt obligations, which
      will mandatorily convert into 15% of Vitro SAB's equity
      interests (on a fully diluted basis) if not paid in full at
      maturity or upon the occurrence of certain events of
      default;

   -- a cash payment in an amount equal to the balance of
      $75.0 million held in the Payment Trust remaining after the
      making of the Consent Payments; and

   -- a cash restructuring fee to be determined as described in
      the Solicitation Statement.

Based on the foregoing, under the Concurso Plan, for every $1,000
of the principal amount of the Restructured Debt exchanged, the
holders thereof will be entitled to receive:

    * $561 principal amount of New 2019 Notes or New Certificados
      Bursatiles, as applicable;

    * $66 principal amount of New MCDs or New Obligaciones
      Convertibles en Acciones, as applicable (not including the
      Issue Date Adjustment);

    * a pro rata portion of the Restructuring Cash Payment; and

    * a pro rata portion of the Restructuring Fee.

Additionally, Vitro SAB's obligations under the New 2019 Notes,
including any repurchase obligation resulting from a Change of
Control and other mandatory prepayment provisions thereunder, on
the Issue Date, will be unconditionally guaranteed, jointly and
severally, on an unsecured basis, by Vitro SAB's direct and
indirect subsidiaries that are currently guarantors of the Old
Notes.

In exchange for the Restructuring Consideration and the New
Guarantees, the Concurso Plan provides for the cancellation of all
obligations of Vitro SAB and its subsidiaries with respect to the
Restructured Debt (including all Accrued Interest and all
guarantee obligations of the Old Guarantors), regardless of
whether or not any particular holder of the Restructured Debt
voted to accept the Concurso Plan.

Vitro SAB believes that, as a result of the implementation of the
Concurso Plan through the Mexican Proceeding, the holders of the
Restructured Debt will recover 68% to 75% of the face value of
their respective claims.

                         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 is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of Ps. 23,991
million ($1.837 billion).

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).


VITRO SAB: Chapter 15 Case Summary
----------------------------------
Chapter 15 Petitioner: Alejandro Francisco Sanchez-Mujica, as
                       Foreign Representative of
                       Vitro, S.A.B de C.V.
                       Miami, FL 33131

Chapter 15 Debtor: Vitro, S.A.B de C.V.
                   Av. Ricardo Margain Zozaya # 400
                   Col. Valle del Campestre
                   San Pedro Garza Garca, N.L. 66265
                   Mexico

Chapter 15 Case No.: 10-16619

Chapter 15 Petition Date: December 14, 2010

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

Judge: Sean H. Lane

About the Debtor: Vitro S.A.B. (BMV: VITROA) 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.

Chapter 15
Petitioner's
Counsel:       Dennis F. Dunne
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               1 Chase Manhattan Plaza
               New York, NY 10005
               Tel: (212) 530-5000
               Fax: (212) 530-5219
               E-mail: ddunne@milbank.com

Estimated Assets: More than US$1 billion

Estimated Assets: More than US$1 billion


VM ASC: Ch. 11 Trustee Wants to Retain Neugebauer as Counsel
------------------------------------------------------------
Lisa M. Swope, Esq., trustee of the bankruptcy estate of VM ASC
Partnership, asks for authorization from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to retain Neugebauer,
Swope & Swope, P.C., the law firm in which she is partner, to
serve as counsel to the estate.

The U.S. Trustee filed an application to have Ms. Swope appointed
as Chapter 11 Trustee.  The Court approved the application on
November 30, 2010, and Ms. Swope is now serving as Chapter 11
Trustee.

Neugebauer Swope will assist in the administration of the estate
including representation at hearings, drafting of pleadings and
other documents, as well as any negotiations related thereto.

Ms. Swope assures the Court that Neugebauer Swope is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Any Response, including consent to the Chapter 11 Trustee's
request, will be filed with the Clerk's Office by December 30,
2010.

A hearing on the Chapter 11 Trustee's request will be held on
January 6, 2011, at 1:30 p.m.

Altoona, Pennsylvania-based VM ASC Partnership filed for Chapter
11 bankruptcy protection on November 12, 2010 (Bankr. W.D. Pa.
Case No. 10-71330).  Robert O. Lampl, Esq., who has an office in
Pittsburgh, Pennsylvania, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679),
et al., filed separate Chapter 11 petitions.


WARNER MUSIC: Offers 2-Mil. in Deferred Compensation Obligations
----------------------------------------------------------------
In a Form S-8 filing with the Securities and Exchange Commission
on November 23, 2010, Warner Music Group Corp. registered
$20,000,000 worth of deferred compensation obligations.  The
deferred compensation obligations are unsecured obligations of the
Company to pay deferred compensation in the future in accordance
with the terms of the Warner Music Group Corp. Deferred
Compensation Plan.

The Obligations represent obligations of the Company to pay to
participants certain compensation amounts that the participants
have elected to defer.  The Plan is intended to allow certain
highly compensated employees to defer the payment of current
compensation to future years for tax and financial planning
purposes.  The Plan became effective on November 16, 2010.  The
Plan is nonqualified and is intended to be considered unfunded for
tax purposes.

Subject to the terms and conditions set forth in the Plan, every
year each participating employee may elect to defer all or a
portion of his or her bonus to be earned in the next year, and
such deferred amounts, if any, will be credited to such
participant's account.  Amounts in a participant's account will be
indexed to one or more deemed investment funds chosen by each
participant from a range of such alternatives available under the
Plan.  Each participant's account will be adjusted to reflect the
investment performance of the selected investment fund, including
any appreciation or depreciation.

The Obligations are generally payable upon a date or dates
selected by a participant under the Plan or following the
participant's termination of employment, subject to exceptions for
in-service withdrawals for an unforeseeable emergency.  The
Obligations generally are payable in cash in the form of a lump-
sum distribution or in installments, at the election of
participants.

The obligation to pay the balance of each participant's account
will at all times be an unsecured obligation of the Company.
Benefits are payable solely from the Company's general funds and
are subject to the risk of corporate insolvency.  The Company
intends to establish a "rabbi trust" for the purpose of assisting
the Company in meeting its obligations under the Plan.  In the
event of a change of control, the Company shall cause such trust
to be fully funded with amounts necessary to cover all accrued
benefits under the Plan through the date of such change of
control.

A participant may designate one or more beneficiaries to receive
any portion of the Obligations payable in the event of death.
Participants or beneficiaries generally may not alienate, sell,
transfer, assign or otherwise dispose of any right or interest in
the Plan.  The Company reserves the right to amend or terminate
the Plan at any time.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at June 30, 2010, showed $3.65 billion
in total assets, $3.82 billion in total liabilities, and
a stockholders' deficit of $174 million.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on October 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


W.P. HICKMAN: Plan of Liquidation Declared Effective
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
declared effective the Plan of Liquidation proposed by W.P.
Hickman Systems, Inc., et al., and the Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on February 17, 2010,
Judge M. Bruce McCullough confirmed the Plan which provided for
the Reorganized Debtors to use the remaining assets to fund the
Plan.  The Reorganized Debtors will continue prosecuting and
commence any other causes of action and will liquidate any
remaining assets and use the proceeds of the litigation and sales
to fund the Plan.  Liquidation and sales of remaining assets after
the effective date will not be subject to further Bankruptcy Court
Order, provided however, consistent with section 6.10 of the Plan,
settlement of any Causes of Action will be subject to approval of
the Bankruptcy Court if the amount claimed by the Reorganized
Debtors against a defendant is unliquidated or equals to or
exceeds $100,000.  The Reorganized Debtors may settle any or all
causes of action as it deems appropriate, without the need to
obtain approval or any other or further relief from the Bankruptcy
Court, if the amount claimed by the Reorganized Debtors against a
defendant is less than $100,000.  The payments to be made to
holders of allowed claims will be made by the disbursing agent in
accordance with the Plan.

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

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

                    About W.P. Hickman Systems

Headquartered in Solon, Ohio, W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W.D. Pa. Lead Case
No. 08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto,
Esq., at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman estimated assets and debts at $10 million
to $50 million.


* Only 99 Public Companies Have Filed for Bankruptcy This Year
--------------------------------------------------------------
Only 99 public companies have filed for bankruptcy this year, with
assets totaling about $93 billion, Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported, citing statistics compiled
by bankruptcydata.com, a service of New Generation Research Inc.

According to the report, with about two weeks left in the year,
public-company filings may end up totaling less than half the 210
begun in 2009.

In terms of assets, filings in 2010 lag far behind 2009.  So far
this year, the assets in public-company filings total $93 billion,
or 84% less than the $593 billion in 2009.  The record was in 2008
when assets of public companies in bankruptcy totaled
$1.16 trillion in 138 filings.


* Lender Processing Services Officials Sued for Mismanagement
-------------------------------------------------------------
Phil Milford at Bloomberg News reports that directors of Lender
Processing Services Inc., a provider of housing-foreclosure and
bankruptcy services, were sued in Delaware Chancery Court by an
investor accusing the board of mismanagement.


* S&P Makes Changes to SmallCap 600 After A&P Ch. 11 Filing
-----------------------------------------------------------
Standard & Poor's will make the following changes to the S&P
SmallCap 600 index:

The Great Atlantic & Pacific Tea Company Inc. will be removed from
the S&P SmallCap 600 index after the close of trading on Tuesday,
December 14.  The company has filed for Chapter 11 bankruptcy
protection.

Great Atlantic & Pacific Tea Company's place in the S&P
SmallCap  600 will be taken by Saul Centers Inc. (NYSE: BFS)
after the close of trading on Friday, December 17.  The index
will trade with 599 constituents until that time.

Standard & Poor's will monitor these transactions, and post any
relevant updates on its website: www.standardandpoors.com.

Saul Centers is a REIT that operates and manages shopping center
and office properties.  Headquartered in Bethesda, MD, the company
will be added to the S&P SmallCap 600 GICS (Global Industry
Classification Standard) Retail REITs Sub-Industry index.

Following is a summary of the changes:

          S&P SmallCap 600 Index -? December 14, 2010

                                    GICS                GICS
          Company              Economic Sector      Sub-Industry
          -------              ---------------      ------------
Deleted    Great Atlantic &     Consumer Staples     Food Retail
          Pacific Tea Company


          S&P Smallcap 600 Index -? December 17, 2010

                                    GICS                GICS
          Company              Economic Sector      Sub-Industry
          -------              ---------------      ------------
Added      Saul Centers         Financials           Retail REITs


Additions to and deletions from an S&P equity index do not in any
way reflect an opinion on the investment merits of the companies
concerned.

                        About S&P Indices

S&P Indices, a part of McGraw-Hill Financial, is the world's
leading index provider maintaining a wide variety of investable
and benchmark indices.  Over $1.25 trillion is directly indexed
to Standard & Poor's family of indices, which includes the S&P
500, the world's most followed stock market index, the S&P/Case-
Shiller Home Price Indices, the leading measure of U.S. home
prices, the S&P Global BMI, an index with approximately 11,000
constituents, the S&P GSCI, the industry's most closely watched
commodities index, and the S&P National AMT-Free Municipal Bond
Index, the premier investable index for U.S. municipal bonds. For
more information, please visit www.standardandpoors.com/indices.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 6, 2010

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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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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